Corporate Structure and Formation
Chain Bridge Bancorp, Inc. (the “Company”) is a Delaware corporation, initially incorporated in Virginia on May 26, 2006. On September 30, 2022, the Company changed its legal domicile from Virginia to Delaware under Section 265 of the Delaware General Corporation Law. This change in domicile—referred to as “domestication” in Virginia and “conversion” in Delaware—terminated the Company’s Virginia corporate status and simultaneously established it as a Delaware corporation, thereby ensuring continuity of its legal identity. In preparation for its initial public offering, the Company filed an Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on October 3, 2024.
Bank Holding Company Status and Federal Reserve Supervision
The Company is the registered bank holding company for Chain Bridge Bank, National Association ("the Bank" or "Chain Bridge Bank, N.A."), a national banking association organized under the National Bank Act (12 U.S.C. §§ 21-216d). As a bank holding company, the Company is subject to comprehensive regulation and supervision by the Board of Governors of the Federal Reserve System ("FRB") in accordance with the Bank Holding Company Act of 1956 (12 U.S.C. § 1841 et seq.).
Capital Structure & Public Listing
The Amended and Restated Certificate of Incorporation, effective as of October 3, 2024, reclassified the Company’s common stock into two classes: Class A Common Stock and Class B Common Stock.
- Class A Common Stock: Each share of Class A common stock entitles the holder to one vote. Class A shares are publicly traded on the New York Stock Exchange under the ticker symbol “CBNA.”
- Class B Common Stock: Each share of Class B common stock entitles the holder to ten votes. Class B shares are not publicly traded and are primarily held by founding stakeholders. Class B shares are convertible on a 1:1 basis into Class A shares under specific conditions as detailed in the Amended and Restated Certificate of Incorporation.
For current stock information, quarterly and annual filings, and other investor materials, shareholders are encouraged to visit our Investor Relations page or refer to our filings on the SEC’s EDGAR database.
National Banking Charter
Chain Bridge Bank, N.A. (the "Bank") is a national banking association organized under the laws of the United States. It operates pursuant to National Banking Charter No. 24755, conferred by the Office of the Comptroller of the Currency ("OCC") in accordance with the provisions of the National Bank Act (12 U.S.C. §§ 21-216d). The Charter authorizes the Bank to conduct all activities permissible for national banks under federal law, subject to the ongoing regulatory oversight and conditions established by the OCC. The Bank commenced its regular banking operations concurrently with the issuance of its Charter on August 6, 2007.
Fiduciary Authorities
The Bank possesses distinct authorization from the Office of the Comptroller of the Currency (OCC) to conduct fiduciary activities as delineated under 12 U.S.C. § 92a and as further governed by 12 CFR Part 9. The OCC granted this authorization on March 5, 2020, under Charter No.: 24755 and OCC Control No.: 2020-NE-Fiduciary-313106. Chain Bridge Bank, N.A. initiated its trust activities on September 18, 2020, following the receipt of such approval.
Under this approval, the Bank is authorized to perform a range of fiduciary services, including serving as trustee, investment manager with sole or joint discretion, executor, administrator, registrar of stocks and bonds, and guardian of estates. These services are conducted in alignment with the comprehensive guidelines and oversight mechanisms set forth by the OCC. These guidelines and oversight mechanisms encompass adherence to conflict of interest rules specified under 12 CFR 9.12, compliance with the governance framework prescribed by the Bank's Board of Directors pursuant to 12 CFR 9.4, compliance with all applicable record keeping standards as required by 12 CFR 9.8, audit standards per 12 CFR 9.9, and internal control standards to maintain the integrity and trustworthiness of its operations.
OCC Regulatory Supervision and Oversight
The OCC acts as the primary federal regulator of Chain Bridge Bank, N.A., executing its supervisory role under the National Bank Act and associated OCC regulations. The Bank is subject to:
- Operational Oversight: Per 12 CFR Part 3, the OCC evaluates the Bank's adherence to principles of safe and sound banking, including capital adequacy, asset quality, and liquidity management.
- Risk Management: Oversight of the Bank’s risk management frameworks and internal controls is conducted according to 12 CFR Part 30.
- Compliance Oversight: The OCC oversees the Bank’s adherence to federal banking statutes, the Bank Secrecy Act (12 CFR Part 21, Subparts B and C), and consumer protection laws. It holds comprehensive authority to execute enforcement actions under numerous provisions of 12 CFR.
- Corporate Governance: The Bank’s governance structures and practices are assessed in accordance with the Comptroller's Handbook and relevant guidelines.
In addition to its broad regulatory oversight, the OCC undertakes examinations and supervision of the trust activities of Chain Bridge Bank, N.A., aiming to assess and promote adherence to fiduciary standards and the applicable regulations as set forth in 12 U.S.C. § 92a and 12 CFR Part 9.
FDIC Secondary Supervision and Regulatory Role
The Federal Deposit Insurance Corporation (FDIC) provides secondary regulatory oversight to Chain Bridge Bank, N.A., an FDIC-insured institution under 12 U.S.C. § 1811 et seq. Holding FDIC Membership Certificate Number 58595, the Bank is subject to FDIC regulatory oversight that focuses on insurance standards, risk management practices, and overall regulatory compliance.
Federal Reserve System Membership
All nationally chartered banks, including Chain Bridge Bank, N.A., are required to be members of the Federal Reserve System. As a member bank, Chain Bridge Bank, N.A. (RSSD #597211) is part of the Fifth Federal Reserve District, which is served by the Federal Reserve Bank of Richmond. Chain Bridge Bank, N.A.’s membership in the Federal Reserve System requires it to own stock in the Federal Reserve Bank of Richmond, calculated as follows:
- A member bank must subscribe to an amount of stock equal to 6% of its capital and surplus.
- Of this 6%, 3% must be paid in immediately.
- The remaining 3% is held in reserve and is subject to call by the Board of Governors of the Federal Reserve System.
This membership entitles Chain Bridge Bank, N.A. to maintain a Federal Reserve master account, which provides access to various services offered by the Federal Reserve, including the discount window for borrowing funds, payment services such as check clearing and electronic funds transfers (Fedwire and ACH), and the ability to hold reserves at the Federal Reserve. These reserves earn interest at the Interest on Reserve Balances (IORB) rate, which is set by the Federal Reserve's Board of Governors and can change based on economic conditions and policy decisions made by the Federal Open Market Committee (FOMC). The FOMC meets regularly to review and adjust monetary policy, including the interest rate on reserve balances.
Membership in the Federal Reserve System also subjects Chain Bridge Bank, N.A. to Federal Reserve regulations, including oversight measures designed to promote financial stability and sound banking practices. This regulatory oversight, along with primary supervision by the OCC and secondary oversight by the FDIC, seeks to assist Chain Bridge Bank, N.A. in adhering to high standards of operation, thereby supporting the stability and integrity of the broader financial system.
