CBNA

Republican Party. • Our deposits are concentrated in uninsured deposits. • Chain Bridge Bancorp, Inc.’s liquidity is dependent on dividends from the Bank. • We may need to raise additional capital in the future, and such capital may not be available when needed or at all. • Our 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. • Losses related to a single large loan could have a significant impact on the Bank’s financial condition and results of operations. • The 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. • Our business may be adversely affected by conditions in the financial markets and economic conditions generally. • 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. • Our investment securities portfolio exposes us to risks beyond our market area. • Our significant investment in securities held to maturity exposes us to risks that may adversely affect our business, financial condition or results of operations. • 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 level of profitability or growth. • The use or support of stablecoins by us, or broader market adoption of stablecoins, may expose us to legal, regulatory, operational, and competitive risks. • We 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. • Participation in additional or newer reciprocal deposit networks, including NBID, may introduce operational and regulatory risks. • Our 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. • We may be adversely affected by changes in the actual or perceived soundness or condition of other financial institutions. • There is no assurance that the Bank will be able to compete successfully with others for its business. • We 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. • Certain 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. • 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. • We are subject to operational risk, which could adversely affect our business and reputation and create material legal and financial exposure. • Operational risks associated with funds transfer activities could materially and adversely affect our business, financial condition, and results of operations. • The 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. • We also face risks related to cyberattacks and other security breaches involving external, third-party vendors and counterparties. • Our operations rely on certain external vendors, and our use of these vendors is subject to increasing regulatory requirements and attention. • The development and use of artificial intelligence present risks and challenges that may adversely impact our business. • We depend on the accuracy and completeness of information about clients and counterparties. • Our 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. • Government regulation significantly affects our business and may result in higher costs and lower stockholder returns. • Litigation and regulatory actions, including possible enforcement actions, could subject us to significant fines, penalties, judgments, restrictions on our business activities or reputational harm. • The Bank’s primary regulator has broad powers to place limitations on the conduct of a bank’s business, or to close an institution. • The Bank is subject to extensive and evolving requirements under anti-money laundering and sanctions laws. • The 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. • 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. • Any 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. • Increases in FDIC insurance premiums could adversely affect our earnings and results of operations. • The 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. • Changes in our accounting policies or in accounting standards could materially affect how we report our financial results and condition. • The 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. • Members 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. • Conflicts 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. • An 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. • An investment in our common stock is not an insured deposit. • If 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.
Additionally, because a significant majority of our funding consists of noninterest-bearing deposits and a substantial amount of our assets are invested in cash and cash equivalents, a decrease in short-term interest rates would be expected to immediately reduce our interest income without a corresponding reduction in our interest expense, which would reduce our net interest income.
Declines in the Interest on Reserve Balances (IORB) rate would be expected to adversely affect our net interest income unless offset by other factors.
However, interest rate risk management techniques are imprecise and may not effectively mitigate these risks or align with depositor preferences.
Our interest rate risk management process relies on numerous assumptions, including projections of interest rate trends, assumptions regarding deposit balances, mix and pricing sensitivity, and asset-liability repricing behaviors, which may be inaccurate due to unforeseen market shifts or external factors beyond our control.
As of December 31, 2025, approximately 49% of our total assets were held in an investment securities portfolio consisting primarily of U.S.
As a result, interest rate increases have previously led to, and could in the future lead to, greater unrealized losses in our investment portfolio.
We recognize changes in the estimated fair value of AFS securities through other comprehensive income, whereas HTM securities are reported at amortized cost and changes in estimated fair value are not reported on the balance sheet.
When a security is sold, any realized gain or loss is recorded in net income.
As of December 31, 2025, our net unrealized losses on available-for-sale securities, after tax, totaled $1.7 million, while net unrealized losses on held-to-maturity securities, after tax, amounted to $9.0 million—a combined total representing 6.2% of our Tier 1 capital.
A significant majority of our funding consists of noninterest-bearing deposits.
As of December 31, 2025, over 75% of our liabilities consisted of noninterest-bearing deposits.
Further, we estimate that there are periods when a majority of our deposit balances are sourced from political organizations, which cause our deposit balances to fluctuate due to the seasonality of fundraising and spending around elections, and following elections our political organization clients have in the past shifted, and may in the future shift, their funds from noninterest-bearing accounts to interest bearing accounts.
As of December 31, 2025, variable rate loans, which include floating and adjustable rate structures, comprised 69.7% of our loan portfolio.
See Note 12, “Fair Value Measurements” to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further information regarding the estimated fair value of our loan portfolio as of December 31, 2025.
See “Our deposits are concentrated in political organizations, which can vary significantly in volume due to seasonality or changes in political activity or campaign finance laws.” Our primary source of liquidity is our account at the Federal Reserve, which held $580.9 million at December 31, 2025, which supports our daily and ongoing activities.
In February 2026, we entered into a $15.0 million unsecured revolving credit facility at the holding company level that may provide an additional source of contingent liquidity, subject to its terms and conditions.
We accept deposits directly from consumer and commercial clients and, as of December 31, 2025, we had $1.6 billion in total deposits.
See “Our deposits are concentrated in political organizations, which can vary significantly in volume due to seasonality or changes in political activity or campaign finance laws.” Further, as of December 31, 2025, we estimate that approximately 75.0% of our total deposits were not insured by the FDIC, and these uninsured deposits may be more likely to be withdrawn if we experience, or are perceived to experience, financial distress or during periods of real or perceived stress or instability in financial markets more generally.
Indeed, interest rate shifts in either direction could influence clients’ behavior, priorities, and decision-making towards withdrawing their deposits with us.
Clients may also move noninterest-bearing deposits to interest-bearing accounts, increasing the cost of those deposits.
As of December 31, 2025, we estimate that five of our 11 clients with individual deposit balances exceeding 1.0% of our total deposits were political organization clients, representing 15.4% of our total deposits.
Federal election cycles influence our deposit levels, liquidity, and revenues.
In the quarters leading up to federal elections, especially presidential elections, our deposits, net interest income, and noninterest income generally increase.
Election outcomes may also impact the timing and scale of deposit inflows or outflows from political organizations.
See “— Legal, Regulatory and Compliance Risks — Government regulation significantly affects our business and may result in higher costs and lower stockholder returns.” As of December 31, 2025, the Bank’s Tier 1 leverage ratio was 9.61% and our One-Way Sell ® deposits totaled $359.9 million.
If these deposits were included on our balance sheet as of December 31, 2025, we estimate that the Bank’s Tier 1 leverage ratio would have been approximately 8.95%, which exceeds the 5.00% Tier 1 leverage ratio required to be considered “well capitalized” under applicable federal banking regulations.
As of December 31, 2025, there were 11 clients with individual deposit balances exceeding 1.0% of our total deposits, accounting for 31.0% of our total deposits.
We estimate that five of these 11 clients were political organization clients, representing 15.4% of our total deposits, and five of 11 clients were social welfare organizations organized under Section 501(c)(4) of the Internal Revenue Code, representing 14.5% of our total deposits.
Approximately 87% of our total deposit balances were from commercial entities, including businesses, political organizations, trade associations, and nonprofit organizations.
As of December 31, 2025, of our 11 clients with individual deposit balances exceeding 1.0% of our total deposits, five clients representing 15.4% of our total deposits opened their deposit accounts through firms that provide these services for political organizations.
As of December 31, 2025, we estimate that approximately $1.2 billion, or approximately 75.0% of our total deposits, were not insured by the FDIC.
Our estimated uninsured deposits increased to approximately $1.2 billion, or 75.0% of our total deposits, as of December 31, 2025 from approximately $857.8 million, or approximately 68.6% of our total deposits, as of December 31, 2024.
Participation in any deposit placement network involves operational, counterparty and liquidity risks, and there can be no assurance that the availability of such networks will limit outflows of uninsured deposits or that such networks will remain available on the same terms or at all.
Clients may still withdraw funds despite additional coverage, particularly in times of heightened market uncertainty.
In February 2026, we entered into a new $15.0 million unsecured revolving credit facility at the holding company level.
The new facility contains customary financial and other covenants, including requirements related to the regulatory capital levels of the Bank, and restrictions on additional indebtedness.
If we fail to comply with these covenants or experience an event of default, amounts outstanding under the facility could become immediately due and payable.
In addition, the facility has a stated maturity date in February 2027, subject to extension at our option if we remain in compliance with its terms.
We may not be able to extend or refinance this facility on favorable terms, or at all.

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Gone since FY2024

Republican Party. • Our deposits are concentrated in uninsured deposits. • Chain Bridge Bancorp, Inc.’s liquidity is dependent on dividends from the Bank. • We may need to raise additional capital in the future, and such capital may not be available when needed or at all. • Our 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. • Losses related to a single large loan could have a significant impact on the Bank’s financial condition and results of operations. • The 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. • Our business may be adversely affected by conditions in the financial markets and economic conditions generally. • 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. • Our investment securities portfolio exposes us to risks beyond our market area. • Our significant investment in securities held to maturity exposes us to risks that may adversely affect our business, financial condition or results of operations. • 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 level of profitability or growth. • We 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. • Our 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. • We may be adversely affected by changes in the actual or perceived soundness or condition of other financial institutions. • There is no assurance that the Bank will be able to compete successfully with others for its business. • We 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. • Certain 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. • 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. • We are subject to operational risk, which could adversely affect our business and reputation and create material legal and financial exposure. • Operational risks associated with funds transfer activities could materially and adversely affect our business, financial condition, and results of operations. • The 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. • We also face risks related to cyberattacks and other security breaches involving external, third-party vendors and counterparties. • Our operations rely on certain external vendors, and our use of these vendors is subject to increasing regulatory requirements and attention. • The development and use of artificial intelligence present risks and challenges that may adversely impact our business. • We depend on the accuracy and completeness of information about clients and counterparties. • Our 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. • Government regulation significantly affects our business and may result in higher costs and lower stockholder returns. • Litigation and regulatory actions, including possible enforcement actions, could subject us to significant fines, penalties, judgments, restrictions on our business activities or reputational harm. • The Bank’s primary regulator has broad powers to place limitations on the conduct of a bank’s business, or to close an institution. • The Bank is subject to extensive and evolving requirements under anti-money laundering and sanctions laws. • The 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. • 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. • Any 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. • Increases in FDIC insurance premiums could adversely affect our earnings and results of operations. • The 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. • Changes in our accounting policies or in accounting standards could materially affect how we report our financial results and condition. • The 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. • Members 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. • Conflicts 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. • An 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. • An investment in our common stock is not an insured deposit. • If 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.
Additionally, because a significant majority of our funding consists of non-interest-bearing deposits and a substantial amount of our assets are invested in cash and cash equivalents, a decrease in short-term interest rates would be expected to immediately reduce our interest income without a corresponding reduction in our interest expense, which would reduce our net interest income.
While we have recently benefited from elevated short-term rates, the Federal Reserve began reducing its target federal funds rate in September 2024, and ongoing or further declines in the Interest on Reserve Balances (IORB) rate would be expected to adversely affect our net interest income unless offset by other factors.
However, interest rate risk management techniques are imprecise and may not effectively mitigate these risks.
Our interest rate risk management process relies on numerous assumptions, including projections of interest rate trends and asset-liability repricing behaviors, which may be inaccurate due to unforeseen market shifts or external factors beyond our control.
As of December 31, 2024, approximately 47% of our total assets were held in an investment securities portfolio consisting primarily of U.S.
As a result, interest rate increases have recently led to, and could in the future lead to, greater unrealized losses in our investment portfolio.
We recognize changes in the estimated fair value of these securities through other comprehensive income unless the securities are sold, at which point any realized gain or loss is recorded in net income.
As of December 31, 2024, our net unrealized losses on available-for-sale securities, after tax, totaled $5.5 million, while net unrealized losses on held-to-maturity securities, after tax, amounted to $17.1 million—a combined total representing 14.87% of our Tier 1 capital.
A significant majority of our funding consists of non-interest-bearing deposits.
As of December 31, 2024, over 70% of our liabilities consisted of non-interest-bearing deposits.
Further, we estimate that there are periods when a majority of our deposit balances are sourced from political organizations, which cause our deposit balances to fluctuate due to the seasonality of fundraising and spending around elections, and following elections our political organization clients have in the past shifted, and may in the future shift, their funds from non-interest-bearing accounts to interest bearing accounts.
As of December 31, 2024, variable rate loans, which include floating and adjustable rate structures, comprised 70.8% of our loan portfolio.
See Note 12, “Fair Value Measurements” to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further information regarding the estimated fair value of our loan portfolio as of December 31, 2024.
See “Our deposits are concentrated in political organizations, which can vary significantly in volume due to seasonality or changes in political activity or campaign finance laws.” Our primary source of liquidity is our account at the Federal Reserve, which held $406.7 million at December 31 2024, which supports our daily and ongoing activities.
We accept deposits directly from consumer and commercial clients and, as of December 31, 2024, we had $1.2 billion in total deposits.
See “Our deposits are concentrated in political organizations, which can vary significantly in volume due to seasonality or changes in political activity or campaign finance laws.” Further, as of December 31, 2024, we estimate that approximately 68.6% of our total deposits were not insured by the FDIC, and these uninsured deposits may be more likely to be withdrawn if we experience, or are perceived to experience, financial distress or during periods of real or perceived stress or instability in financial markets more generally.
Clients may also move non-interest-bearing deposits to interest-bearing accounts, increasing the cost of those deposits.
As of December 31, 2024, we estimate that ten of our 14 clients with individual deposit balances exceeding 1.0% of our total deposits were political organization clients, representing 32.22% of our total deposits.
Federal election cycles influence our deposit levels and revenues.
In the quarters leading up to federal elections, especially presidential elections, our deposits, net interest income, and non-interest income generally increase.
Post-election fundraising activities are generally influenced by the outcome of the federal elections.
See “— Legal, Regulatory and Compliance Risks — Government regulation significantly affects our business and may result in higher costs and lower stockholder returns.” As of December 31, 2024, the Bank’s Tier 1 leverage ratio was 9.57% and our One-Way Sell ® deposits totaled $63.3 million.
If these deposits were included on our balance sheet as of December 31, 2024, we estimate that the Bank’s Tier 1 leverage ratio would have been 8.64%, which exceeds the 5.00% Tier 1 leverage ratio required to be considered “well capitalized” under applicable federal banking regulations.
As of December 31, 2024, there were two clients with individual deposit balances exceeding 5.0% of our total deposits, accounting for 16.2% of our total deposits, and there were 14 clients with individual deposit balances exceeding 1.0% of our total deposits, accounting for 38.3% of our total deposits.
Approximately 80% of our total deposit balances were from commercial entities, including businesses, political organizations, trade associations, and nonprofit organizations.
As of December 31, 2024, of our 14 clients with individual deposit balances exceeding 1.0% of our total deposits, eight clients representing 25.94% of our total deposits opened their deposit accounts through firms that provide these services for political organizations.
As of December 31, 2024, we estimate that approximately $857.8 million, or approximately 68.6% of our total deposits, were not insured by the FDIC.
Our estimated uninsured deposits increased to approximately $857.8 million, or 68.6% of our total deposits, as of December 31, 2024 from approximately $648.0 million, or approximately 58.3% of our total deposits, as of December 31, 2023.
However, there can be no assurance that the availability of the ICS ® network will limit outflows of our uninsured deposits or that the network will continue to exist, our participation in the ICS ® network itself exposes us to risk.
Further, clients may still withdraw funds despite additional coverage, particularly in times of heightened market uncertainty.
We may not be able to secure a new line of credit on similar terms in the future, or at all.
As of December 31, 2024, the Bank held 55 non-conforming single-family residential jumbo mortgage loans with an aggregate balance of $98.8 million, representing 46.88% of the Bank’s total single-family residential mortgage portfolio.
As of December 31, 2024, our loan portfolio had a total balance of $313.6 million in gross loans, consisting primarily of $229.2 million of single-family mortgage loans, home equity lines of credit, and residential construction loans, approximately $53.5 million in commercial real estate (“CRE”) loans secured by properties, $27.9 million of commercial loans to businesses, and approximately $3.0 million of consumer loans.
The current U.S. presidential administration, which took office on January 20, 2025, and the Administration’s newly established Department of Government Efficiency (“DOGE”), have proposed and begun implementing substantial reductions in U.S. federal government spending.
These measures target federal employment, government contracts, government real estate leases, and office space usage.
Such measures, if implemented, could materially weaken the Washington, D.C. metropolitan area economy and, in turn, pose direct risks to our loan portfolio’s credit quality and our overall financial condition.
As of December 31, 2024, we estimate a portion of our commercial loan balances, totaling approximately $2.45 million, were extended to businesses with direct or indirect relationships with federal government contracts.
Additionally, approximately $17.3 million of our consumer residential mortgage loan and home equity lines of credit balances were made to borrowers, who at the time of application, were employed by the federal government while an estimated $26.1 million of such loans were associated with borrowers, who at the time of application were working for a federal contractor.
Employment status for these borrowers may have changed since the time of application.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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