SUMMARY

This summary highlights selected information from this joint proxy statement/offering circular. We urge you to read carefully the joint proxy statement/offering circular and the other documents to which this joint proxy statement/offering circular refers to understand fully the merger and the other matters to be considered at the special meetings. See “Where You Can Find More Information” beginning on page [•]. Each item in this summary includes a page reference directing you to a more complete description of that item.

The Parties to the Merger (pages [•] and [•])

Blue Ridge Bankshares, Inc.

Blue Ridge Bankshares, Inc. is a bank holding company headquartered in Luray, Virginia providing a wide array of financial services through Blue Ridge Bank, its community bank subsidiary. Blue Ridge Bank currently operates five banking offices in its market area, which stretches from Charlottesville to Luray, covering the Shenandoah Valley. As of March 31, 2016, Blue Ridge had total consolidated assets of approximately $272.2 million, total consolidated gross portfolio loans of approximately $207.7 million, total consolidated deposits of approximately $209.7 million, and consolidated stockholders’ equity of approximately $24.6 million.

The principal executive offices of Blue Ridge are located at 17 West Main Street, Luray, Virginia 22835, and its telephone number is (540) 743-6521. Blue Ridge’s website can be accessed at https://www.mybrb.com. Information contained in Blue Ridge’s website does not constitute part of, and is not incorporated into, this joint proxy statement/offering circular. Blue Ridge’s common stock is traded on the OTC Pink marketplace under the symbol “BRBS.”

River Bancorp, Inc.

River Bancorp, Inc. is a bank holding company headquartered in Martinsville, Virginia providing full consumer and commercial banking services through River Community Bank, its community bank subsidiary. River Community Bank currently operates four banking offices in its primary market area, which covers the counties of Charlotte, Henry and Patrick as well as the city of Martinsville, Virginia. River Community Bank also has a loan production office in Greensboro, North Carolina and mortgage production offices located in Cary, Raleigh, Greensboro, Eden, Kernersville, Wilmington and Whiteville, North Carolina and Martinsville, Virginia. As of March 31, 2016, River had total consolidated assets of approximately $111.9 million, total consolidated gross portfolio loans of approximately $98.3 million (including $9.3 million of mortgage loans held for sale), total consolidated deposits of approximately $94.7 million, and consolidated stockholders’ equity of approximately $11.5 million.

The principal executive offices of River are located at 433 Commonwealth Blvd. East, Suite 1, Martinsville, Virginia 24112, and its telephone number is (276) 638-3600. River’s website can be accessed at http://www.rcbna.com. Information contained in River’s website does not constitute part of, and is not incorporated into, this joint proxy statement/offering circular. River’s common stock is not traded on a public market or exchange.

The Merger and the Merger Agreement (page [•])

The merger agreement provides for the merger of River into Blue Ridge, with Blue Ridge being the surviving corporation in the merger. The merger agreement also calls for Blue Ridge Bank, the wholly-owned bank subsidiary of Blue Ridge, to be merged with and into River Community Bank, the wholly-owned bank subsidiary of River, as soon as practicable after the merger of River into Blue Ridge. The surviving bank in the subsidiary bank merger will continue in operation under the name “Blue Ridge Bank, N.A.”

The parties expect to complete the merger in the third quarter of 2016, subject to the receipt of required shareholder and regulatory approvals, and the satisfaction or waiver of the closing conditions set forth in the merger agreement.

The merger agreement is attached to this joint proxy statement/offering circular as Appendix A. We encourage you to read the merger agreement, as it is the legal document that governs the merger.

Consideration to be Received in the Merger by River Shareholders (page [•])

If the merger is completed, each share of River common stock will be converted into the right to receive, at the election of the holder, either:

The cash consideration and the stock consideration are sometimes together referred to in this joint proxy statement/offering circular as the “merger consideration.”

If you are a River shareholder, you have the opportunity to elect the form of consideration to be received for all shares of River common stock held by you, subject to allocation and proration procedures set forth in the merger agreement and described in this joint proxy statement/offering circular. These allocation procedures are intended to ensure that 70% of the outstanding shares of River common stock will be converted into the right to receive shares of Blue Ridge common stock and 30% of the outstanding shares of River common stock will be converted into the right to receive cash. If you are a River shareholder, the form of the consideration ultimately received by you will depend upon the election, allocation and proration procedures described below and the choices of other River shareholders, and may be different from what you elect.

If the BRB VWAP was calculated substituting the last trading day before public announcement of the merger (March 30, 2016) for the effective date of the merger, the exchange ratio for the stock consideration would be 0.9821 shares of Blue Ridge common stock. If the BRB VWAP was calculated substituting the date of this joint proxy statement/offering circular ([•], 2016) for the effective date of the merger, the exchange ratio for the stock consideration would be [•] shares of Blue Ridge common stock. The market price of Blue Ridge common stock is subject to change at all times based on the future financial condition and operating results of Blue Ridge, future market conditions and other factors.

Blue Ridge’s shareholders will continue to own their existing shares of Blue Ridge common stock. Each share of Blue Ridge common stock will continue to represent one share of common stock of Blue Ridge following the merger.

As of the date of this joint proxy statement/offering circular, Blue Ridge expects that it will issue approximately [•] shares of Blue Ridge common stock to the holders of River common stock in the merger (assuming no outstanding options of River are exercised before the consummation of the merger). At the completion of the merger, it is expected that there will be issued and outstanding approximately [•] shares of Blue Ridge common stock, with current Blue Ridge shareholders owning approximately [•]% of Blue Ridge’s outstanding common stock and former holders of River common stock owning approximately [•]% of Blue Ridge’s outstanding common stock.

Election of Cash or Stock Consideration by River Shareholders (page [•])

If you are a River shareholder, an election form is being sent to you in a separate mailing so that you can indicate whether your preference is to receive cash, Blue Ridge common stock or a combination of cash and Blue Ridge common stock (a mixed election), in exchange for your shares of River common stock, or whether you have no preference. The River shares in these three categories are referred to herein as stock election shares, cash election shares and no election shares. In order to make an effective election, you must send in your properly completed election form to Computershare Trust Company, N.A., the exchange agent for the merger, no later than [•]:[•] [•].m., Eastern Time on [•], 2016.

All elections by River shareholders are subject to the allocation and proration procedures described in the merger agreement that are intended to ensure that 70% of the outstanding shares of River common stock will be converted into the right to receive Blue Ridge common stock and the remaining 30% of the outstanding shares of River common stock will be converted into the right to receive cash. It is unlikely that elections will be made in the exact proportions provided for in the merger agreement. As a result, the merger agreement describes procedures to be followed if River shareholders in the aggregate elect to receive stock consideration in exchange for more or fewer than 70% of the outstanding shares of River common stock. These procedures are summarized below.

The above-described allocation will be made by Blue Ridge’s exchange agent within five business days after the completion of the merger.

Treatment of River Stock Options (page [•])

In the merger, each option to purchase shares of River common stock that is outstanding immediately prior to the effective date of the merger, whether vested or unvested, will be converted into the right to receive cash from Blue Ridge in an amount equal to the product of (i) the amount equal to (a) the product of the BRB VWAP and the exchange ratio relating to the stock consideration, minus (b) the per share exercise price of such stock option, and (ii) the number of shares of River common stock subject to such option. In the event that the product obtained by such calculation is zero or a negative number, then such option will be cancelled for no consideration.

Dividend Information (pages [•] and [•])

Blue Ridge is currently paying a quarterly cash dividend on shares of its common stock at a rate of $0.1175 per share, and has a decades-long history of consistently paying a dividend on its common stock. Blue Ridge has no current intention to change its dividend strategy of paying a quarterly cash dividend, but has and will continue to evaluate that decision based on a quarterly review of earnings, growth, capital and such other factors that the Blue Ridge board of directors considers relevant to the dividend decision process. River currently pays a quarterly cash dividend on shares of its common stock at a rate of $0.10 per share.

Material U.S. Federal Income Tax Consequences (page [•])

The merger is intended to qualify as a “reorganization” for U.S. federal income tax purposes within the meaning of Section 368(a) of the Code, and it is a condition to the obligations to complete the merger of each of Blue Ridge and River that it receive a legal opinion to that effect. Accordingly, the merger generally will be tax free to River shareholders with respect to the shares of Blue Ridge common stock received in the merger and taxable with respect to the cash received in the merger. The amount of gain that River shareholders recognize in the merger generally will be limited to the lesser of the amount of gain that is realized and the amount of cash that is received in the merger. The amount of gain that is realized generally is equal to the excess, if any, of the sum of the cash and the fair market value of the Blue Ridge common stock that River shareholders receive over their tax basis in the River common stock surrendered in the merger.

The federal income tax consequences described above may not apply to all holders of River common stock. If you are a River shareholder, your tax consequences will depend on your individual situation. Accordingly, we strongly urge you to consult your tax advisor for a full understanding of the particular tax consequences of the merger to you.

Blue Ridge’s Board of Directors Unanimously Recommends that Blue Ridge Shareholders Vote “FOR” the Blue Ridge Merger Proposal and “FOR” the Blue Ridge Adjournment Proposal (page [•])

Blue Ridge’s board of directors has determined that the merger, the merger agreement and the transactions contemplated by the merger agreement are in the best interests of Blue Ridge and its shareholders and has unanimously approved the merger agreement. The Blue Ridge board of directors unanimously recommends that Blue Ridge shareholders vote “FOR” the Blue Ridge merger proposal and “FOR” the Blue Ridge adjournment proposal. In making its recommendations, a number of substantive reasons were considered by the Blue Ridge board, including, among others:

Blue Ridge also considered the oral opinion of Sandler O’Neill & Partners (“Sandler O’Neill”) rendered to the Blue Ridge board of directors on March 30, 2016 (which was subsequently confirmed in writing by delivery of Sandler O’Neill’s written opinion dated March 30, 2016) with respect to the fairness of the merger consideration in the merger pursuant to the merger agreement, from a financial point of view, to Blue Ridge. For additional discussion of the factors considered by Blue Ridge’s board of directors in reaching its decision to approve the merger agreement, see “The Merger – Blue Ridge’s Reasons for the Merger; Recommendation of Blue Ridge’s Board of Directors.”

River’s Board of Directors Unanimously Recommends that River Shareholders Vote “FOR” the River Merger Proposal and “FOR” the River Adjournment Proposal (page [•])

River’s board of directors has determined that the merger, the merger agreement and the transactions contemplated by the merger agreement are in the best interests of River and its shareholders and has unanimously approved the merger agreement. The River board of directors unanimously recommends that River shareholders vote “FOR” the River merger proposal and “FOR” the River adjournment proposal. In making its recommendations, a number of substantive reasons were considered by the River board, including, among others:

River also considered the oral opinion of BSP Securities, LLC (“BSP Securities”) rendered to the River board of directors on March 29, 2016 (which was subsequently confirmed in writing by delivery of BSP Securities’ written opinion dated March 29, 2016) with respect to the fairness of the merger consideration in the merger pursuant to the merger agreement, from a financial point of view, to the holders of River common stock. For additional discussion of the factors considered by River’s board of directors in reaching its decision to approve the merger agreement, see “The Merger – River’s Reasons for the Merger; Recommendation of River’s Board of Directors.”

Opinion of Blue Ridge’s Financial Advisor (page [•])

At the March 30, 2016 meeting of the Blue Ridge board of directors, Sandler O’Neill rendered its oral opinion to the Blue Ridge board of directors, which was subsequently confirmed by delivery of its written opinion dated March 30, 2016 to the Blue Ridge board of directors, as of such date and based upon and subject to, assumptions, qualifications, limitations and other matters considered in connection with the preparation of its opinion, that the merger consideration provided for in the merger agreement was fair, from a financial point of view, to Blue Ridge.

A copy of the fairness opinion, setting forth the information reviewed, assumptions made and matters considered by Sandler O’Neill, is attached to this joint proxy statement/offering circular as Appendix B. We encourage you to read carefully the entire opinion of Sandler O’Neill. The opinion of Sandler O’Neill has not been updated prior to the date of this joint proxy statement/offering circular and does not reflect any change in circumstances after March 30, 2016.

Sandler O’Neill’s opinion as to the fairness, from a financial point of view, of the merger consideration to Blue Ridge was provided to the Blue Ridge board of directors in connection with its evaluation of the merger consideration from a financial point of view, does not address any other aspect of the merger and does not constitute a recommendation to any Blue Ridge shareholder as to how to vote or act with respect to the merger.

Opinion of River’s Financial Advisor (page [•])

At the March 29, 2016 meeting of the River board of directors, BSP Securities rendered its oral opinion to the River board of directors, which was subsequently confirmed by delivery of its written opinion dated March 29, 2016 to the River board of directors, as of such date and based upon and subject to, assumptions, qualifications, limitations and other matters considered in connection with the preparation of its opinion, that the merger consideration provided for in the merger agreement was fair, from a financial point of view, to holders of River common stock.

A copy of the fairness opinion, setting forth the information reviewed, assumptions made and matters considered by BSP Securities, is attached to this joint proxy statement/offering circular as Appendix C. We encourage you to read carefully the entire opinion of BSP Securities. The opinion of BSP Securities has not been updated prior to the date of this joint proxy statement/offering circular and does not reflect any change in circumstances after March 29, 2016.

BSP Securities’ opinion as to the fairness, from a financial point of view, of the merger consideration to holders of River common stock was provided to the River board of directors in connection with its evaluation of the merger consideration from a financial point of view, does not address any other aspect of the merger and does not constitute a recommendation to any River shareholder as to how to vote or act with respect to the merger.

Regulatory Approvals (page [•])

Blue Ridge and River cannot complete the merger without prior approval from the Board of Governors of the Federal Reserve System (the “Federal Reserve”) and the Virginia State Corporation Commission (the “Virginia SCC”). On [•], 2016, Blue Ridge filed the required applications with the Federal Reserve and the Virginia SCC seeking approval of the merger.

The subsidiary bank merger cannot be completed without the prior approval from the Office of the Comptroller of the Currency (the “OCC”) and, with respect to Blue Ridge’s acquisition of all outstanding shares of River Community Bank, the Virginia SCC. On [•], 2016, River Community Bank filed the required application with the OCC seeking approval of the subsidiary bank merger and on [•], 2016, Blue Ridge filed the required application with the Virginia SCC seeking approval of the acquisition of all outstanding shares of River Community Bank.

As of the date of this joint proxy statement/offering circular, Blue Ridge has not yet received the required regulatory approvals for the merger and the acquisition of all outstanding shares of River Community Bank, and River Community Bank has not yet received the required regulatory approval for the subsidiary bank merger. While Blue Ridge and River do not know of any reason why they would not be able to obtain the necessary regulatory approvals in a timely manner, or why they would be received with conditions unacceptable to Blue Ridge or River, they cannot be certain when or if they will receive them or as to the nature of any conditions imposed.

Conditions to Completion of the Merger (page [•])

Blue Ridge’s and River’s respective obligations to complete the merger are subject to the fulfillment or waiver of certain conditions, as follows:

In addition, Blue Ridge’s obligation to complete the merger is subject to the satisfaction or waiver of certain other conditions set forth below:

Where the merger agreement and law permits, Blue Ridge and River could choose to waive a condition to its obligation to complete the merger even if that condition has not been satisfied. We cannot be certain when, or if, the conditions to the merger will be satisfied or waived or that the merger will be completed.

Timing of the Merger (page [•])

Blue Ridge and River expect to complete the merger after all conditions to the merger in the merger agreement are satisfied or waived, including after shareholder approvals are received at the respective special meetings of Blue Ridge and River and all required regulatory approvals are received. We currently expect to complete the merger in the third quarter of 2016. However, it is possible that factors outside of either party’s control could require us to complete the merger at a later time or not to complete it at all.

Interests of Certain River Directors and Executive Officers in the Merger (page [•])

In considering the recommendation of the River board of directors that River shareholders vote in favor of the River merger proposal, River shareholders should be aware that River directors and executive officers may have interests in the merger that differ from, or are in addition to, their interests as shareholders of River. These interests exist because of, among other things:

The members of the River board of directors knew about these additional interests and considered them when they approved the merger agreement and the merger. See “The Merger – Interests of Certain River Directors and Executive Officers in the Merger” on page [•].

No Solicitation (page [•])

River has agreed that, while the merger agreement is in effect, it will not directly or indirectly:

The merger agreement does not, however, prohibit River from considering an unsolicited bona fide acquisition proposal from a third party if certain specified conditions are met.

Termination of the Merger Agreement (page [•])

Termination by Blue Ridge and River. The merger agreement may be terminated and the merger abandoned by Blue Ridge and River, at any time before the merger is completed, by mutual consent of the parties.

Termination by Blue Ridge or River. The merger agreement may be terminated and the merger abandoned by Blue Ridge or River if:

Termination by Blue Ridge. Blue Ridge may terminate the merger agreement at any time before the merger is completed if:

Termination by River. River may terminate the merger agreement at any time before the merger is completed if:

In the event of termination, the merger agreement will become null and void, except that certain provisions thereof relating to fees and expenses (including the obligation to pay the termination fee described below in certain circumstances) and confidentiality of information exchanged between the parties will survive any such termination.

Termination Fee and Expenses (pages [•] and [•])

River must pay Blue Ridge a termination fee of $495,000 if the merger agreement is terminated by either party under certain specified circumstances. Blue Ridge must pay River a termination fee of $200,000 if the merger agreement is terminated by River under certain specified circumstances. The termination and payment circumstances are more fully described elsewhere in this joint proxy statement/offering circular. See “The Merger Agreement – Termination Fee” on page [•] and in Article 7 of the merger agreement.

In general, whether or not the merger is completed, Blue Ridge and River will each pay its respective expenses incident to preparing, entering into and carrying out the terms of the merger agreement. The parties will share the costs of all filing fees paid to the SEC and other governmental authorities. The costs of printing and mailing this joint proxy statement/offering circular will be borne by Blue Ridge and River in proportion to their number of shareholders.

The Blue Ridge Special Meeting (page [•])

The Blue Ridge special meeting will be held on [•], 2016 at [•]:[•] [•].m. local time, at [•], located at [•], Luray, Virginia.

At the special meeting, the shareholders of Blue Ridge will be asked to vote on the following matters:

The River Special Meeting (page [•])

The River special meeting will be held on [•], 2016 at [•]:[•] [•].m. local time, at [•], located at [•], Martinsville, Virginia.

At the special meeting, the shareholders of River will be asked to vote on the following matters:

Record Date and Votes Required – Blue Ridge Special Meeting (page [•])

You can vote at the Blue Ridge special meeting of shareholders if you owned Blue Ridge common stock at the close of business on [•], 2016. On that date, Blue Ridge had [•] shares of common stock outstanding and entitled to vote. For each proposal presented at the Blue Ridge special meeting, a shareholder can cast one vote for each share of Blue Ridge common stock owned on the record date.

The votes required to approve the proposals at the Blue Ridge special meeting are as follows:

Record Date and Votes Required – River Special Meeting (page [•])

You can vote at the River special meeting of shareholders if you owned River common stock at the close of business on [•], 2016. On that date, River had [•] shares of common stock outstanding and entitled to vote. For each proposal presented at the River special meeting, a shareholder can cast one vote for each share of River common stock owned on the record date.

The votes required to approve the proposals at the River special meeting are as follows:

Affiliate Agreements and Voting by Blue Ridge and River Directors and Executive Officers (page [•])

Each of Blue Ridge’s directors and executive officers has agreed, subject to several conditions and exceptions, to vote all of the shares of Blue Ridge common stock over which he or she has the right and power to vote in favor of the Blue Ridge merger proposal. As of [•], 2016, the record date for the Blue Ridge special meeting, directors and executive officers of Blue Ridge are entitled to vote [•] shares of Blue Ridge common stock, or approximately [•]% of the total voting power of the shares of Blue Ridge common stock outstanding on that date.

Each of River’s directors and executive officers has agreed, subject to several conditions and exceptions, to vote all of the shares of River common stock over which he or she has the right and power to vote in favor of the River merger proposal and against any competing acquisition proposal. As of [•], 2016, the record date for the River special meeting, directors and executive officers of River are entitled to vote [•] shares of River common stock, or approximately [•]% of the total voting power of the shares of River common stock outstanding on that date.

Appraisal Rights (page [•])

Under Virginia law, holders of Blue Ridge common stock or River common stock may exercise appraisal rights and, if the merger is consummated and all requirements of law are satisfied by holders seeking to exercise such rights, may receive payment equal to the “fair value” of their shares of Blue Ridge common stock or River common stock, as the case may be, determined in the manner set forth under Virginia law. The procedures which must be followed in connection with the exercise of appraisal rights by shareholders are described in this joint proxy statement/offering circular under “The Merger – Appraisal Rights” and in Article 15, Sections 13.1-729 through 13.1-741.1 of the Virginia Stock Corporation Act (“Virginia SCA”), a copy of which is attached as Appendix D to this joint proxy statement/offering circular. A shareholder seeking to exercise appraisal rights must deliver to the company of which he or she is a shareholder, before the shareholder vote on the merger agreement at the respective company’s special meeting, a written objection to the merger stating that he or she intends to demand payment for his or her shares through the exercise of his or her statutory appraisal rights, and must not vote his or her shares in favor of the merger agreement. The return of a signed proxy which does not specify whether you vote in favor or against approval of the merger agreement or abstain from voting will be considered a vote to approve the merger agreement. A shareholder vote against the merger agreement or an abstention alone, however, will not satisfy the notice requirement of Article 15 of the Virginia SCA. Any failure to follow the specific procedures set forth in Article 15 of the Virginia SCA may result in a shareholder losing the right to claim fair value as described above.

Shareholders of Blue Ridge and River Have Different Rights (page [•])

Blue Ridge and River are Virginia corporations governed by the Virginia SCA. In addition, the rights of Blue Ridge and River shareholders are governed by their respective articles of incorporation and bylaws. Upon completion of the merger, River shareholders will become shareholders of Blue Ridge, and as such their shareholder rights will then be governed by the articles of incorporation and bylaws of Blue Ridge, each as amended, and by the Virginia SCA. The rights of shareholders of Blue Ridge differ in certain respects from the rights of shareholders of River.

The Merger Will Be Accounted for Under the Acquisition Method of Accounting (page [•])

Blue Ridge will use the acquisition method of accounting to account for the merger.

Market Prices and Share Information (page [•])

Blue Ridge’s common stock is currently quoted on the OTC Pink marketplace under the symbol “BRBS.” The closing bid price on the OTC Pink marketplace for a share of Blue Ridge common stock prior to the date of this joint proxy statement/offering circular was $[•] on [•], 2016.

River’s common stock does not currently trade on any securities exchange or interdealer quotation system. The last known sale price for a share of River common stock prior to the date of this joint proxy statement/offering circular was $[•] on [•], 2016.

Risk Factors (page [•])

You should consider all the information contained in or incorporated by reference into this joint proxy statement/offering circular in deciding how to vote for the proposals presented in the joint proxy statement/offering circular. In particular, you should consider the factors under “Risk Factors.”