Good afternoon. Welcome to the Chain Bridge Inc. Annual Meeting of Stockholders. I would now like to turn the conference over to Peter G. Fitzgerald. Please go ahead, sir.
Thank you. Good afternoon, and welcome to the 2026 Annual Meeting of Stockholders of Chain Bridge Bancorp Inc., a Delaware corporation and the registered bank holding company for Chain Bridge Bank National Association. My name is Peter Fitzgerald, and I am pleased to serve as the Chairman of the Board of the company. On behalf of our entire board of directors and management team, thank you for taking the time to join us. As chairman, I will preside over today's meeting.
At the outset, I would like to recognize my fellow members of the board, Mark Martinelli, Chair of the Audit Committee of the company, Yonesy Núñez, Chair of the Information Technology Committee of the bank, Michael Conover, Chair of the Risk Committee of the company, Leigh-Alexandra Basha, Chair of the Trust Oversight Committee of the bank, John Brough, Chief Executive Officer and Director, David Evinger, President, Chief Risk Officer, and Director, Thomas Fitzgerald, Chair of the Asset Liability Committee of the bank, Andrew Fitzgerald, Director, Joseph Fitzgerald, Chair of the Loan Committee of the bank, Michelle Korsmo, Chair of the Governance and Nominating Committee of the company, Benita Thompson-Byas, Chair of the Compensation Committee of the company, and William Leavitt, Director. In addition to Mr. Brough and Mr. Evinger, I would like to acknowledge the other executive officers participating in today's meeting.
Joanna Williamson, Executive Vice President and Chief Financial Officer, Hilary Albrecht, Senior Vice President, Corporate Secretary, and Counsel, and James Pollock, Senior Vice President and Corporate Development Officer. Ms. Albrecht will assist with the conduct of the meeting. In accordance with the General Corporation Law of the state of Delaware, the company's amended and restated bylaws, and the notice of annual meeting distributed to stockholders beginning on April 28, 2026, I hereby officially call to order the 2026 Annual Meeting of the Stockholders of Chain Bridge Bancorp Inc. We will now proceed with the formal business of the meeting. At this time, I will turn the meeting over to Hilary Albrecht, Senior Vice President, Corporate Secretary, and Counsel, to make several procedural announcements. Hilary?
Thank you, Chairman Fitzgerald. My name is Hilary Albrecht, and I serve as Senior Vice President, Corporate Secretary, and Counsel of Chain Bridge Bancorp Inc. I will now review a few procedural matters before we begin the formal business of today's meeting. First, as noted, this annual meeting is being conducted exclusively in a virtual format via the online platform accessible through your proxy materials. All stockholders are attending in listen-only mode. We appreciate your participation and remind you that only stockholders of record as of the close of business on April 20th, 2026, are entitled to vote at this meeting. You are logged into the virtual platform with your control number as provided in your proxy materials. You may vote or change your vote at any time before the polls close by following the voting instructions displayed within the meeting platform.
If you have already voted by proxy, there is no need to vote again unless you wish to change your vote. In that case, your most recent valid vote, whether submitted in advance or during the meeting, will be counted. You may submit questions at any time during the meeting using the question feature in the virtual meeting platform. We will address appropriate questions that relate to the matters before the meeting during the question-and-answer session following the conclusion of voting. Pursuant to Section 219 of the Delaware General Corporation Law, a certified list of stockholders of record as of the close of business on April 20th, 2026, the record date for today's annual meeting, was duly prepared. This list has been available for inspection by any stockholder for the past 10 days at the company's principal executive offices.
The certified copy of the stockholders' list will be filed with the records of this meeting and maintained as part of the official minutes. I would also like to note that Mr. Brandon Driver and Mr. Ben Bond, representatives of Yount, Hyde & Barbour, P.C., the company's independent registered public accounting firm, are present at today's meeting and available to respond to any appropriate questions related to the firm's engagement. I will now confirm that in accordance with the General Corporation Law of the state of Delaware and the company's amended and restated bylaws, the official notice of the 2026 Annual Meeting of Stockholders, the proxy statement, and the 2025 annual report were made available to all stockholders beginning on April 28, 2026, in compliance with SEC rules. A copy of these materials remains accessible through the company's investor relations website.
An affidavit of mailing and proof of distribution has been received from Broadridge Financial Solutions and will be filed with the records of this meeting. I will now confirm that a quorum is present for the conduct of business at today's meeting. As of the close of business on the record date, April 20th, 2026, there were 3,364,287 shares of Class A common stock and 3,197,530 shares of Class B common stock issued, outstanding, and entitled to vote. Each share of Class A common stock is entitled to one vote. Each share of Class B common stock is entitled to 10 votes, with both classes voting together as a single class on all matters properly before the meeting. Proxies have been received representing more than a majority of the total combined voting power of the outstanding common stock.
Accordingly, a quorum is present under the company's amended and restated bylaws, and we may proceed with the formal business of the meeting. Additionally, Broadridge Financial Solutions is serving as the independent tabulator for today's vote and is present at the meeting. In accordance with Delaware law and the company's amended and restated bylaws, a representative of American Election Services has been appointed to serve as the independent inspector of election. Later in the meeting, I will introduce the inspector of election to report the preliminary voting results as certified. The final voting results for each proposal will be disclosed in a current report on Form 8-K filed with the Securities and Exchange Commission within four business days of the meeting. With those announcements complete, I will now return the meeting to Chairman Fitzgerald, to proceed with the formal business of the meeting.
Thank you, Hilary. We will now proceed with the formal business matters set forth in the notice of annual meeting and described in detail in the proxy statement. The first item of business is the election of directors. The board of directors has nominated 13 individuals to serve as directors until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified, or until their earlier resignation or removal. The nominees are Peter Fitzgerald, Mark Martinelli, Yonesy Núñez, Michael Conover, Leigh-Alexandra Basha, John Brough, David Evinger, Thomas Fitzgerald, Andrew Fitzgerald, Joseph Fitzgerald, Michelle Korsmo, Benita Thompson-Byas, William Leavitt. Information regarding each nominee's qualifications, experience, and committee service is included in the proxy statement beginning on page 21. The board of directors unanimously recommends that stockholders vote for the election of each of the 13 nominees.
The second item of business is the ratification of the appointment of Yount, Hyde & Barbour Professional Corporation, as the independent registered public accounting firm for Chain Bridge Bancorp for the fiscal year ending December 31st, 2026. The audit committee of the board of directors has approved the appointment and, together with the full board, believes that Yount, Hyde & Barbour, is independent and well-qualified to continue serving in this role. The board of directors unanimously recommends that stockholders vote for this proposal. At this time, stockholders may submit questions through the virtual meeting platform that specifically relate to the proposals presented at today's meeting. The company will respond only to appropriate questions regarding proposal one or proposal two. Please note that this meeting is not intended as a forum for discussing matters outside the scope of the proposals, and the company does not intend to disclose any material non-public information.
To the extent any statements made during the meeting may be deemed to constitute forward-looking statements, such statements are subject to risks and uncertainties, including those described in the company's annual report on Form 10-K for the fiscal year ended December 31st, 2025, that could cause actual results to differ materially from those expressed or implied. Except as required by law, the company undertakes no obligation to publicly update or revise any forward-looking statements. No additional business may be properly brought before today's meeting, as the deadline for submitting stockholder proposals or other matters has passed. As of the start of this meeting, the company has not received notice of any other business in compliance with the advance notice requirements set forth in the company's amended and restated bylaws. Accordingly, no other matters may be presented or voted upon at this meeting. That concludes the presentation of the official proposals.
We will pause briefly to allow for any final voting activity before the polls are closed. The polls are now closed with respect to proposal one, the election of directors, and proposal two, the ratification of the company's independent registered public accounting firm. Seeing no further questions, I now request that the company's Corporate Secretary and Counsel, Hilary Albrecht, introduce the Inspector of Election to report on the preliminary voting results as certified.
Thank you, Chairman Fitzgerald, I would like to introduce Christopher Woods of American Election Services , who has been duly appointed as the Independent Inspector of Election for today's annual meeting of stockholders of Chain Bridge Bancorp, Inc., in accordance with Section 231 of the Delaware General Corporation law and the company's amended and restated bylaws. He has executed the required oath and is responsible for supervising the voting process and certifying the results. At this time, I will turn the meeting over to Mr. Woods to report the preliminary voting results.
Thank you, Ms. Albrecht. I have confirmed that a quorum was present for the conduct of business at today's annual meeting. Based on the proxy votes received and tabulated as of the time the polls closed, I hereby report the following preliminary results, which remain subject to final review and certification. Each of the 13 director nominees named in the proxy statement has received the requisite vote and has been preliminarily determined to be elected to serve as a director until the 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified. The appointment of Yount, Hyde & Barbour, P.C. a s the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026, has been preliminarily ratified by the stockholders. That concludes my report as Inspector of Election.
Thank you, Mr. Woods. The final certified voting results will be disclosed by the company in a current report on Form 8-K, which will be filed with the U.S. Securities and Exchange Commission within four business days in accordance with applicable SEC rules. I will now turn the meeting back over to Chairman Fitzgerald, for closing remarks.
Thank you, Hilary. That concludes the official business of the 2026 Annual Meeting of Stockholders of Chain Bridge Bancorp. Before we adjourn, I would like to briefly reflect on the past year. Fiscal year 2025 was the company's first full year as a public company, following our initial public offering in October 2024. In June 2025, our Class A common stock was added to the Russell 3000 Index. For the year, the company reported net income of $20.2 million, and book value per share increased to $25.79 from $21.98. We ended the year with no non-performing assets, a Tier 1 leverage ratio of 10.28%, and a Tier 1 risk-based capital ratio of 46.52%, consistent with our emphasis on liquidity, asset quality, and financial strength. Our trust and wealth department completed its fifth full year of operation.
I also recognize Paul W. Leavitt, who retired from our boards on December 31st, 2025, after nine years of distinguished service, and welcome William Leavitt, who joined the boards on January 1st, 2026. Our quarterly report on Form 10-Q for the first quarter of 2026 was filed on May 12th, 2026. On behalf of the board of directors, management, and our employees, thank you for your participation in today's meeting and for your continued trust and confidence. As previously mentioned, the final voting results from today's meeting will be reported in a Form 8-K filed with the Securities and Exchange Commission within four business days. Those results will also be made available on our investor relations website at ir.chainbridgebank.com. If you have any follow-up questions or would like additional information, please contact investor relations through the company's investor relations website. This concludes the 2026 Annual Meeting of S tockholders.
We appreciate your time, your engagement, and your continued support of Chain Bridge. Thank you for joining us today.
The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.