CHAIN BRIDGE BANCORP INC

Palladium at McLean, 1445-A Laughlin Avenue, Unit 102, McLean, Virginia 22101, totaling approximately 4,500 square feet. This commercial condominium serves as our main banking office and is currently used for retail banking services, Trust & Wealth management services, credit administration and executive offices.

Additional Offices

• Palladium at McLean, 1445 Laughlin Avenue, Unit 101, McLean, Virginia 22101, totaling approximately 3,850 square feet. Approximately 2,280 square feet of this space is currently occupied by the Bank’s residential mortgage and commercial lending departments, while the remaining 1,570 square feet is leased to Star Nut Gourmet, a café and specialty food gift store established in 2002.

• Palladium at McLean, 1440 Emerson Avenue, Unit 110, McLean, Virginia 22101, totaling approximately 5,350 square feet. The space is currently under construction to accommodate the Trust & Wealth Department, a new board room, a reception area, and executive offices.

Operations and Administrative Facilities

• Emerson One, 6718 Whittier Avenue, Units 110, 120, and 130, McLean, Virginia 22101, totaling approximately 5,396 square feet. This space houses the Bank’s deposit operations, commercial deposit relationship officers, compliance, information technology, and human resources departments.

• Emerson One, 6718 Whittier Avenue, Unit 220, McLean, Virginia 22101: This commercial condominium unit, totaling approximately 2,209 square feet, houses the Bank’s accounting and audit functions.

The Company believes these owned properties adequately meet its current operational needs and provide limited capacity for anticipated future growth. In addition, the Bank is under contract to acquire two additional units within the Emerson One building, with a projected closing date no later than May 2026, which, if completed, would expand available office space for Bank use. All properties are in good condition and adequately maintained. The Company continuously evaluates its real estate requirements to support future growth and operational efficiency.

The Company believes its properties are adequately covered by insurance and suitable for existing operations. There are no material environmental issues, liens, or other encumbrances affecting these properties that would materially impact their use. The Company will continue to assess its real estate needs in accordance with its strategic objectives and operational requirements.

• 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.
• Other Risks Related to Our Business
• 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 levels of profitability or growth.
• The use or support 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.
• Our participation in new reciprocal deposit networks, such as 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.
• Operational Risks
• 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.
• Legal, Regulatory and Compliance Risks
• Government regulation significantly affects our business and may result in increased compliance costs, operational restrictions, and reduced 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.
• Risks Related to Our Dual-Class Common Stock Structure
• 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.
• Risks 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.
• 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.
• We 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.
• We 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.
• 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.
• We 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.
• If 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.
• Certain banking laws, certain provisions of our organizational documents and Delaware law may discourage or delay acquisition attempts for us that you might consider favorable.
• Our 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.