SUMMARY

This summary highlights selected information from this joint proxy statement/prospectus. It does not contain all of the information that may be important to you. We urge you to read carefully the entire document and the other documents we refer you to so that you may fully understand the merger and the related transactions. Each item in this summary refers to the page of this joint proxy statement/prospectus on which that subject is discussed in more detail.

The Parties

Blue Ridge (see page [ ● ])

Blue Ridge is a bank holding company headquartered in Luray, Virginia, providing a wide array of financial services through its wholly-owned subsidiary, Blue Ridge Bank, a national banking association, and its non-bank financial services affiliates. Blue Ridge Bank currently operates nine full-service banking offices in central Virginia and north-central North Carolina. As of March 31, 2019, Blue Ridge had total consolidated assets of approximately $574.8 million, total consolidated loans of approximately $431.1 million, total consolidated deposits of approximately $424.5 million, and consolidated stockholders’ equity of approximately $62.4 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 www.mybrb.com . Information contained on Blue Ridge’s website does not constitute part of, and is not incorporated into, this joint proxy statement/prospectus. Blue Ridge’s common stock is traded on the OTC Markets Group’s Pink marketplace under the symbol “BRBS.”

VCB (see page [ ● ])

VCB is a bank holding company headquartered in Louisa, Virginia, providing a wide array of banking services through its wholly-owned subsidiary, Virginia Community Bank, a Virginia-chartered commercial bank. VCB currently has seven branch offices in Louisa, Orange, Mineral, Culpeper, Troy, Fredericksburg and Gordonsville, Virginia and its commercial office in Charlottesville, Virginia. As of March 31, 2019, VCB reported $250.6 million of assets, $168.5 million of loans, $222.7 million of deposits, and $24.4 million of shareholders’ equity.

The principal executive offices of VCB are located at 114 Industrial Drive, Louisa, Virginia 23093, and its telephone number is (540) 967-2111. VCB’s website can be accessed at www.virginiacommunitybank.com . Information contained on VCB’s website does not constitute part of, and is not incorporated into, this joint proxy statement/prospectus. VCB’s common stock is traded on the OTC Markets Group’s Pink marketplace under the symbol “VCBS.”

The Merger (see page [ ● ])

The terms and conditions of the merger are contained in the merger agreement, which is attached to this joint proxy statement/prospectus as Appendix A , and is incorporated in this joint proxy statement/prospectus by reference. You should read the merger agreement carefully and in its entirety, as it, along with its ancillary documents, is the legal document that governs the merger.

Under the terms of the merger agreement, each share of VCB common stock will be converted into the right to receive, at the election of the holder, either $58.00 in cash or 3.05 shares of Blue Ridge common stock, with cash paid in lieu of any fractional shares of Blue Ridge common stock. Upon the closing of the merger, VCB will merge with and into Blue Ridge with Blue Ridge as the surviving corporation. The merger agreement also calls for Virginia Community Bank to be merged with and into Blue Ridge Bank as soon as practicable after the merger of VCB into Blue Ridge.

Closing and Effective Time of the Merger (see page [ ● ])

The merger is currently expected to close in the fourth quarter of 2019. The merger will close on either the fifth business day following the completion of the conditions to closing set forth in the merger agreement, or another mutually agreed upon date. The merger will become effective upon the issuance of a certificate of merger by the Virginia State Corporation Commission, or such other date and time as may be set forth in the articles of merger filed with the Virginia State Corporation Commission. Neither Blue Ridge nor VCB can predict, however, the actual date on which the merger will be completed because it is subject to factors beyond each company’s control, including whether or when the parties’ respective shareholders’ approvals and regulatory approvals will be received, if at all.

Merger Consideration (see page [ ● ])

If the merger is completed, each share of VCB 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/prospectus as the “merger consideration.”

If you are a VCB shareholder, you have the opportunity to elect the form of consideration to be received for all shares of VCB common stock held by you, subject to allocation and proration procedures set forth in the merger agreement and described in this joint proxy statement/prospectus. These allocation procedures are intended to ensure that 60% of the outstanding shares of VCB common stock will be converted into the right to receive shares of Blue Ridge common stock and 40% of the outstanding shares of VCB common stock will be converted into the right to receive cash. If you are a VCB 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 VCB shareholders, and may be different from what you elect.

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.

Based on the current number of shares of VCB common stock outstanding, Blue Ridge expects to issue 1,312,970 shares of common stock in the aggregate upon completion of the merger, with current Blue Ridge shareholders owning approximately 76.7% of Blue Ridge’s outstanding common stock and former shareholders of VCB owning approximately 23.3% of Blue Ridge’s outstanding common stock immediately following the merger.

Election of Cash or Stock Consideration by VCB Shareholders (see page [ ● ])

If you are a VCB 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 VCB common stock, or whether you have no preference. The VCB 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, the exchange agent for the merger, no later than [ ● ] , Eastern time, on [ ● ] , 2019.

All elections by VCB shareholders are subject to the allocation and proration procedures described in the merger agreement that are intended to ensure that 60% of the outstanding shares of VCB common stock will be converted into the right to receive Blue Ridge common stock and the remaining 40% of the outstanding shares of VCB 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 VCB shareholders in the aggregate elect to receive stock consideration in exchange for more or fewer than 60% of the outstanding shares of VCB 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.

Blue Ridge Board Recommendations (see page [ ● ])

After careful consideration, the Blue Ridge Board unanimously recommends that Blue Ridge shareholders vote “ FOR ” the Blue Ridge merger proposal and “ FOR ” the Blue Ridge adjournment proposal.

For a more complete description of Blue Ridge’s reasons for the merger and the recommendation of the Blue Ridge Board, please see “The Merger – Blue Ridge’s Reasons for the Merger; Recommendation of the Blue Ridge Board” beginning on page [●].

VCB Board Recommendations (see page [ ● ])

After careful consideration, the VCB Board unanimously recommends that VCB shareholders vote “ FOR ” the VCB merger proposal and “ FOR ” the VCB adjournment proposal.

For a more complete description of VCB’s reasons for the merger and the recommendation of the VCB Board, please see “The Merger – VCB’s Reasons for the Merger; Recommendation of the VCB Board” beginning on page [●].

Opinion of Blue Ridge’s Financial Advisor (see page [ ● ] and Appendix B )

In connection with the merger, Blue Ridge’s financial advisor, Raymond James & Associates, Inc. (“Raymond James”) delivered its oral opinion to the Blue Ridge Board, which was subsequently confirmed in writing, as of May 13, 2019, and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken by Raymond James in preparing the opinion, as to the fairness of the merger consideration, from a financial point of view, to Blue Ridge.

Raymond James provided its opinion for the information and assistance of the Blue Ridge Board (in its capacity as such) in connection with its consideration of the financial terms of the merger and the opinion relates only to the fairness of the merger consideration, from a financial point of view, to Blue Ridge. Raymond James’ opinion does not address the underlying business decisions of Blue Ridge to engage in the merger, the form or structure of the merger, the relative merits of the merger as compared to any other alternative business strategies that might exist for Blue Ridge, or the effect of any other transaction in which Blue Ridge might engage. The full text of Raymond James’ opinion, dated May 13, 2019, which sets forth the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Raymond James is included as Appendix B to this joint proxy statement/prospectus. The description of the opinion is qualified in its entirety by reference to the opinion. Blue Ridge shareholders are urged to read the entire opinion carefully in connection with their consideration of the approval of the merger agreement. However, neither Raymond James’ opinion nor the summary of its opinion and the related analyses set forth in this joint proxy statement/prospectus are intended to be, and do not constitute, advice or a recommendation to the Blue Ridge Board or any shareholder as to how to act or vote with respect to the merger or related matters.

For further information, please see “The Merger – Opinion of Blue Ridge’s Financial Advisor” beginning on page [●].

Opinion of VCB’s Financial Advisor (see page [ ● ]and Appendix C )

VCB retained Sandler O’Neill & Partners, L.P. (“Sandler O’Neill”) to act as financial advisor to the VCB Board in connection with VCB’s consideration of a possible business combination. Sandler O’Neill is a nationally recognized investment banking firm whose principal business specialty is financial institutions. In the ordinary course of its investment banking business, Sandler O’Neill is regularly engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions.

In connection with the merger, Sandler O’Neill delivered to the VCB Board its oral opinion on May 13, 2019, which it subsequently confirmed in writing as of the same date, to the effect that, as of such date and based upon and subject to the procedures followed, assumptions made, matters considered and qualifications and limitations set forth in the opinion, the merger consideration provided for in the merger agreement was fair to the holders of VCB common stock from a financial point of view. The full text of Sandler O’Neill’s opinion is attached as Appendix C to this joint proxy statement/prospectus. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Sandler O’Neill in rendering its opinion.

Sandler O’Neill’s opinion speaks only as of the date of the opinion. The opinion was directed to the VCB Board in connection with its consideration of the merger agreement and the merger and does not constitute a recommendation to any shareholder of VCB as to how any such shareholder should vote at any meeting of shareholders called to consider and vote upon the approval of the merger agreement and the merger. Sandler O’Neill’s opinion was directed only as to the fairness, from a financial point of view, of the

merger consideration to the holders of VCB common stock and does not address the underlying business decision of VCB to engage in the merger, the form or structure of the merger or any other transactions contemplated in the merger agreement, the relative merits of the merger as compared to any other alternative transactions or business strategies that might exist for VCB or the effect of any other transaction in which VCB might engage.

For further information, please see “The Merger—Opinion of VCB’s Financial Advisor” beginning on page [●].

Interests of VCB Directors and Executive Officers in the Merger (see page [ ● ])

In addition to the receipt of merger consideration on the same terms as all other VCB shareholders, two of VCB’s directors (in addition to A. Pierce Stone, its former President, Chief Executive Officer and Chairman) will be appointed to serve on the Blue Ridge Board and Blue Ridge Bank board, VCB’s other directors will be offered the opportunity to serve on an advisory board of Blue Ridge, certain of VCB’s executive officers are expected to continue with Blue Ridge following completion of the merger and two of VCB’s executive officers have entered into employment agreements with Blue Ridge that will be effective at the closing of the merger and, in addition, they will receive cash severance payments related to change in control provisions in existing transaction bonus agreements. The VCB Board was aware of these interests and considered them, among other matters, in approving the merger agreement and making its recommendation on the VCB merger proposal.

These interests are discussed in more detail in the “The Merger – VCB’s Directors and Officers Have Financial Interests in the Merger” section beginning on page [●].

Material U.S. Federal Income Tax Consequences of the Merger (see page [ ● ])

The merger is intended to qualify as a tax-free “reorganization” within the meaning of Section 368 of the Code. Accordingly, holders of VCB common stock generally will not recognize any gain or loss for U.S. federal income tax purposes on the exchange of VCB common stock solely for Blue Ridge common stock in the merger. A holder of VCB common stock who elects to receive a combination of cash and Blue Ridge common stock will generally not recognize any loss but will recognize gain, if any, in an amount equal to the lesser of (1) the excess, if any, of the sum of the cash received and the fair market value of the shares of Blue Ridge common stock received pursuant to the merger over that shareholder’s adjusted tax basis in his, her, or its shares of VCB common stock surrendered, and (2) the amount of cash received by that shareholder in exchange for their shares of VCB common stock pursuant to the merger. Holders of VCB common stock who elect to receive solely cash pursuant to the merger or who receive solely cash pursuant to a valid election of such holder’s appraisal rights will recognize gain or loss on the exchange in an amount equal to the difference between the cash received and that shareholder’s adjusted basis in the shares of VCB common stock exchanged therefor.

The U.S. federal income tax consequences described above may not apply to all VCB shareholders. Your tax consequences will depend on your individual situation. Accordingly, we strongly urge you to consult your own tax advisor to determine the particular tax consequences of the merger to you.

For further information, please see “The Merger – Material United States Federal Income Tax Consequences” beginning on page [●].

VCB’s Shareholders Have Appraisal Rights in the Merger (see page [ ● ]and Appendix D )

If the merger is completed, Virginia law gives holders of VCB common stock the right to assert appraisal rights with respect to the merger and demand in writing that Blue Ridge pay the fair value of your shares of VCB common stock, instead of accepting the consideration offered in the merger. Any VCB shareholder who wishes to exercise and perfect appraisal rights must strictly comply with the procedures set forth in Article 15 of Title 13.1 of the Virginia Stock Corporation Act (the “VSCA”), a copy of which is included as Appendix D to the joint proxy statement/prospectus. A description of these procedures is included in the “The Merger – Appraisal Rights” section beginning on page [●]. Blue Ridge shareholders do not have the right to dissent and assert appraisal rights.

Accounting Treatment (see page [ ● ])

The merger will be accounted for under the acquisition method of accounting for business combinations under accounting principles generally accepted in the United States of America.

Regulatory Approvals (see page [ ● ])

The merger requires various approvals or waivers from bank regulatory authorities, including the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the Office of the Comptroller of the Currency (the “OCC”) and the Virginia Bureau of Financial Institutions. Approval of the regulators does not constitute an endorsement of the merger or a determination that the terms of the merger are fair to Blue Ridge shareholders or VCB shareholders. As of the date of this joint proxy statement/prospectus, we have not yet received the required regulatory approvals. While we do not know of any reason why we would not be able to obtain the

necessary regulatory approvals in a timely manner, we cannot be certain when or if we will receive them or, if obtained, whether they will contain terms, conditions or restrictions not currently contemplated that will be detrimental to the combined company after completion of the merger.

For a more complete description of the regulatory approvals, please see “The Merger – Regulatory Approvals Required for the Merger” beginning on page [●].

Conditions to Complete the Merger (see page [ ● ])

Blue Ridge’s and VCB’s respective obligations to complete the merger are subject to the fulfillment or waiver of certain conditions, including the following:

In addition, Blue Ridge’s obligation to complete the merger is subject to VCB having minimum tangible equity (as defined in the merger agreement) of at least $23.5 million as of the last date of the month ended prior to the completion of the merger. As of June 30, 2019, VCB had tangible equity (measured as defined in the merger agreement) of $25.8 million.

Where the merger agreement and/or law permits, Blue Ridge and VCB 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.

No Solicitation (see page [ ● ])

VCB has agreed that it will not directly or indirectly:

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

Termination of the Merger Agreement (see page [ ● ])

The merger agreement may be terminated, and the merger abandoned, by Blue Ridge and VCB at any time before the merger is completed if the boards of directors of both parties vote to do so. In addition, the merger agreement may be terminated, and the merger abandoned, under the following circumstances:

Termination Fees and Expenses (see page [ ● ])

VCB must pay Blue Ridge a termination fee of $1.5 million if the merger agreement is terminated by either party under certain specified, limited circumstances. In addition, Blue Ridge must pay VCB a termination fee of $500,000 and reimburse VCB for up to $500,000 of reasonable expenses incurred by VCB in connection with the merger if the merger agreement is terminated by VCB under certain specified, limited circumstances. The termination and payment circumstances are more fully described elsewhere in this joint proxy statement/prospectus. See “The Merger Agreement – Termination Fees” beginning on page [●] and in Article 7 of the merger agreement.

In general, whether or not the merger is completed, Blue Ridge and VCB 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 printing this joint proxy statement/prospectus, and Blue Ridge will pay all filing fees to the SEC and other governmental authorities.

Blue Ridge Special Meeting (see page [ ● ])

The Blue Ridge special meeting is scheduled to take place on [●], [●], 2019 at [●] [●].m., local time, at the [●], [●], [●], Virginia. At the special meeting, Blue Ridge shareholders will be asked to vote on:

Holders of Blue Ridge common stock as of the close of business on [●], 2019, are entitled to notice of and to vote at the Blue Ridge special meeting. As of the record date, there were [●] shares of Blue Ridge common stock outstanding and entitled to vote held by approximately [●] holders of record. Each Blue Ridge shareholder can cast one vote for each share of Blue Ridge common stock owned on the record date.

Each of Blue Ridge’s directors has agreed, subject to several conditions and exceptions, to vote all of his or her shares of Blue Ridge common stock in favor of the Blue Ridge merger proposal. As of the record date, directors of Blue Ridge and their affiliates beneficially owned and 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.

VCB Special Meeting (see page [ ● ])

The VCB special meeting is scheduled to take place on [●], [●], 2019 at [●] [●].m., local time, at the [●], [●], [●], Virginia. At the special meeting, VCB shareholders will be asked to vote on:

Holders of VCB common stock as of the close of business on [●], 2019, are entitled to notice of and to vote at the VCB special meeting. As of the record date, there were [●] shares of VCB common stock outstanding and entitled to vote held by approximately [●] holders of record. Each VCB shareholder can cast one vote for each share of VCB common stock owned on the record date.

Each of VCB’s directors has agreed, subject to several conditions and exceptions, to vote all of his or her shares of VCB common stock in favor of the VCB merger proposal. As of the record date, directors of VCB and their affiliates beneficially owned and are entitled to vote [●] shares of VCB common stock, or approximately [●]% of the total voting power of the shares of VCB common stock outstanding on that date.

Required Shareholder Votes (see pages [ ● ] and [ ● ])

Approval of the Blue Ridge merger proposal requires the affirmative vote of more than two-thirds of the outstanding shares of Blue Ridge common stock entitled to vote on the merger as of the close of business on [●], 2019, the record date for the Blue Ridge special meeting. If you (1) fail to submit a proxy or vote in person at the Blue Ridge special meeting, (2) mark “ABSTAIN” on your proxy or (3) fail to instruct your bank or broker how to vote with respect to the proposal to approve the merger agreement, it will have the same effect as a vote “AGAINST” the proposal.

Approval of the Blue Ridge adjournment proposal requires that the votes cast for such proposal exceed the votes cast against such proposal. If you (1) fail to submit a proxy or vote in person at the Blue Ridge special meeting, (2) mark “ABSTAIN” on your proxy or (3) fail to instruct your bank or broker how to vote with respect to the Blue Ridge adjournment proposal, it will have no effect on the outcome of the vote on such proposals.

Approval of the VCB merger proposal requires the affirmative vote of not less than two-thirds of the outstanding shares of VCB common stock entitled to vote on the merger as of the close of business on [●], 2019, the record date for the VCB special meeting. If you (1) fail to submit a proxy or vote in person at the VCB special meeting, (2) mark “ABSTAIN” on your proxy or (3) fail to instruct your bank or broker how to vote with respect to the proposal to approve the merger agreement, it will have the same effect as a vote “AGAINST” the proposal.

Approval of the VCB adjournment proposal requires that the votes cast for such proposal exceed the votes cast against such proposal. If you (1) fail to submit a proxy or vote in person at the VCB special meeting, (2) mark “ABSTAIN” on your proxy or (3) fail to instruct your bank or broker how to vote with respect to the VCB adjournment proposal, it will have no effect on the outcome of the vote on that proposal.

No Restrictions on Resale of Blue Ridge Common Stock Received by VCB Shareholders (see page [ ● ])

All shares of Blue Ridge common stock received by VCB shareholders in the merger will be freely tradable, except that shares of Blue Ridge received by persons who are or become affiliates of Blue Ridge for purposes of Rule 144 under the Securities Act may be resold by them only in transactions permitted by Rule 144, or as otherwise permitted under the Securities Act.

Comparative Rights of Shareholders (see page [ ● ])

The rights of VCB shareholders who continue as Blue Ridge shareholders after the merger will be governed by Virginia law and the articles of incorporation and bylaws of Blue Ridge, which are different from VCB’s existing articles of incorporation and bylaws. For more information, please see “Comparison of Shareholders’ Rights” beginning on page [●].

Risk Factors (see page [ ● ])

Before voting at the shareholder meetings, you should carefully consider all of the information contained in this joint proxy statement/prospectus, including the risk factors set forth in the “Risk Factors” section beginning on page [●].