BLUE RIDGE BANKSHARES, INC. Stock Compensation Disclosure
Note 9. Stock-Based Compensation
On April 29, 2025, the Company granted PSAs totaling 3,400,000 shares of common stock to certain executive officers under the Company's Amended and Restated 2023 Stock Incentive Plan. The vesting of these awards is contingent upon the Company achieving specified performance conditions for three one-year measurement periods, 2025, 2026, and 2027.
Stock-based compensation expense, reported as a component of salaries and employee benefits in the consolidated statements of operations, was $2.9 million and $1.2 million for the years ended December 31, 2025 and 2024, respectively. Expense recognized for PSAs for the year ended December 31, 2025 reflects the partial vesting of 566,668 shares of 973,333 shares for the 2025 measurement period, which occurred subsequent to December 31, 2025.
Unrecognized compensation expense related to time-based RSAs and PSAs as of December 31, 2025 totaled $0.9 million. The amount of unrecognized compensation expense reflects only those PSAs expected to vest based on an assessment of the probability of achieving applicable performance conditions.
The following table presents time-based RSA and PSA activity as of the dates and for the periods stated.
|
|
Time-based RSAs |
|
|
PSAs |
|
||||||||||
|
|
Shares |
|
|
Weighted Average Fair Value |
|
|
Shares |
|
|
Weighted Average Fair Value |
|
||||
Shares unvested and outstanding, December 31, 2023 |
|
|
292,018 |
|
|
$ |
10.31 |
|
|
|
152,880 |
|
|
$ |
11.64 |
|
Granted |
|
|
569,330 |
|
|
|
2.61 |
|
|
|
— |
|
|
|
— |
|
Vested (1) |
|
|
(171,982 |
) |
|
|
10.53 |
|
|
|
— |
|
|
|
— |
|
Forfeited |
|
|
(103,666 |
) |
|
|
5.31 |
|
|
|
(36,050 |
) |
|
|
12.31 |
|
Shares unvested and outstanding, December 31, 2024 |
|
|
585,700 |
|
|
$ |
3.63 |
|
|
|
116,830 |
|
|
$ |
11.43 |
|
Granted |
|
|
145,643 |
|
|
|
3.74 |
|
|
|
3,400,000 |
|
|
|
3.54 |
|
Vested (1) |
|
|
(209,922 |
) |
|
|
3.92 |
|
|
|
— |
|
|
|
— |
|
Forfeited |
|
|
(51,501 |
) |
|
|
4.52 |
|
|
|
(63,571 |
) |
|
|
13.59 |
|
Shares unvested and outstanding, December 31, 2025 |
|
|
469,920 |
|
|
$ |
3.44 |
|
|
|
3,453,259 |
|
|
$ |
3.63 |
|
|
|
|||||||||||||||
(1) Shares totaling 32,324 and 13,384 were withheld as payment of taxes for the years ended December 31, 2025 and 2024, respectively. |
|
|||||||||||||||
At December 31, 2025, the Company had 19,933 stock options outstanding with a weighted average exercise price of $12.20 per stock option and a remaining weighted average life of 2.5 years.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 12, 2026 | Showing above |
| 2024 | Mar 10, 2025 | |
| 2022 | Mar 10, 2023 | |
| 2020 | Mar 29, 2021 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.