XBKS Xenith Bankshares, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 30, 2014

XENITH BANKSHARES, INC.

(Exact name of Registrant as specified in charter)

Registrant’s telephone number, including area code: (804) 433-2200

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

On June 30, 2014, Xenith Bankshares, Inc. (“Xenith Bankshares”), Xenith Bank, a wholly-owned subsidiary of Xenith Bankshares, and Colonial Virginia Bank (“Colonial”) completed the merger of Colonial with and into Xenith Bank (the “Merger”), with Xenith Bank being the surviving bank in the Merger. The Merger was completed in accordance with the terms of the Agreement of Merger, dated as of March 20, 2014 and the related Plan of Merger (the “Merger Agreement”), among Xenith Bankshares, Xenith Bank and Colonial.

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each share of Colonial common stock outstanding immediately prior to the effective time of the Merger was converted into the right to receive 2.65 shares of Xenith Bankshares common stock (the “Exchange Ratio”) without interest and less applicable amounts for taxes. Based on the Exchange Ratio, up to an aggregate of 1,616,964 shares of Xenith Bankshares common stock will be issued to the former shareholders of Colonial in exchange for their shares of Colonial common stock. All fractional shares of Xenith Bankshares common stock that a Colonial shareholder would otherwise have been entitled to receive as a result of the Merger will be aggregated and, if a fractional share resulted from such aggregation, such holder will receive, instead of the fractional share, an amount in cash equal to $6.40 multiplied by the fraction of a share of Xenith Bankshares common stock to which such holder would otherwise have been entitled.

Options to purchase shares of Colonial common stock outstanding at the effective time of the Merger were converted into options to purchase shares of Xenith Bankshares common stock based on the Exchange Ratio. Based on the Exchange Ratio, an aggregate of 39,704 options to purchase shares of Colonial common stock were converted into an aggregate of 105,210 options to purchase shares of Xenith Bankshares common stock.

The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, reference to the Merger Agreement. A copy of the Merger Agreement was attached as Exhibit 2.1 to the Current Report on Form 8-K filed by Xenith Bankshares with the Securities and Exchange Commission on March 25, 2014. The terms of the Merger Agreement are incorporated herein by reference.

On July 1, 2014, Xenith Bankshares issued a press release announcing the completion of the Merger. A copy of the press release is included as Exhibit 99.1 to this report and is incorporated herein by reference.

The financial statements required by Rule 8-04 of Regulation S-X were previously filed with the Registration Statement on Form S-4 (File No. 333-195108), which became effective on April 30, 2014, and pursuant to General Instruction B.3 of Form 8-K are not filed with this Current Report on Form 8-K.

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The financial statements required by Rule 8-05 of Regulation S-X were previously filed with the Registration Statement on Form S-4 (File No. 333-195108), which became effective on April 30, 2014, and pursuant to General Instruction B.3 of Form 8-K are not filed with this Current Report on Form 8-K.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 1, 2014

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EXHIBIT INDEX

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Exhibit 99.1

Xenith Bankshares, Inc. Announces Completion of

Colonial Virginia Bank Acquisition

Richmond, Va., July 1, 2014 – Xenith Bankshares, Inc. (NASDAQ:XBKS), parent company of Xenith Bank, today announced the completion of its acquisition of Colonial Virginia Bank (“CVB”), whereby CVB was merged with and into Xenith Bank. Xenith Bank will continue to operate CVB’s two full-service banking offices in Gloucester, Virginia, and one loan production office in Yorktown, Virginia. Today, all CVB customers become customers of Xenith Bank; however, the CVB branches will continue to operate under the name Colonial Virginia Bank for an undetermined period of time.

Under the terms of the merger agreement, CVB shareholders received 2.65 shares of Xenith Bankshares’ common stock for each share of CVB common stock that they own.

“We are pleased to grow and expand our competitive position in the Greater Hampton Roads, Virginia region, which is one of our target markets,” said T. Gaylon Layfield, III, President and Chief Executive Officer of Xenith Bankshares. “We welcome the CVB customers and our new colleagues to Xenith. We are also pleased with the confidence the former CVB shareholders have placed in Xenith. This acquisition enables us to leverage the infrastructure we have developed over the last several years to support a strong Virginia-based regional bank.”

Based on reported amounts as of March 31, 2014, the combined bank would have had approximately $803 million in total assets, $632 million in loans net of allowances for loan and lease losses, and $674 million in deposits and $100 million in total equity capital.

About Xenith Bankshares, Inc.

Xenith Bankshares, Inc. is the holding company for Xenith Bank. Xenith Bank is a full-service, locally-managed commercial bank, specifically targeting the banking needs of middle market and small businesses, local real estate developers and investors, private banking clients, and select retail banking clients. As of March 31, 2014, the company had total assets of $684 million, loans net of allowances for loan and lease losses of $559 million, total deposits of $570 million and total shareholders’ equity of $89 million. Xenith Bank’s target markets are the Greater Washington, DC, Richmond, VA, and the Greater Hampton Roads, VA metropolitan statistical areas. The company is

headquartered in Richmond, Virginia and currently has eight branch locations in Tysons Corner, Richmond, Suffolk, and Gloucester, Virginia. Xenith Bankshares common stock trades on the NASDAQ Capital Market under the symbol “XBKS.”

For more information about Xenith Bankshares and Xenith Bank, visit our website: https://www.xenithbank.com/.

All statements other than statements of historical facts contained in this press release are forward-looking statements. Forward-looking statements made in this press release reflect beliefs, assumptions and expectations of future events or results, taking into account the information currently available to Xenith Bankshares, Inc. These beliefs, assumptions and expectations may change as a result of many possible events, circumstances or factors, not all of which are currently known to Xenith Bankshares. If a change occurs, Xenith Bankshares’ business, financial condition, liquidity, results of operations and prospects may vary materially from those expressed in, or implied by, the forward-looking statements. Accordingly, you should not place undue reliance on these forward-looking statements. Factors that may cause actual results to differ materially from those contemplated by these forward-looking statements include the risks discussed in Xenith Bankshares’ public filings with the Securities and Exchange Commission (the “SEC”), including those outlined in Part I, Item 1A, “Risk Factors” of the Annual Report on Form 10-K for the year ended December 31, 2013, and under “Risk Factors” in Xenith Bankshares’ proxy statement/prospectus (Registration No. 333-195108) that was filed with the SEC on April 30, 2014 in connection with the merger of CVB with and into Xenith Bank. Except as required by applicable law or regulations, Xenith Bankshares does not undertake, and specifically disclaims any obligation, to update or revise any forward-looking statement.

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Contact:

Thomas W. Osgood

Executive Vice President and

Chief Financial Officer, Chief Administrative Officer and Treasurer

(804)433-2209

tosgood@xenithbank.com

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