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$448M all-stock bank merger: what Blue Ridge (BRBS) holders get

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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Blue Ridge Bankshares, Inc. agreed to be acquired by HomeTrust Bancshares, Inc. in an all-stock merger. At closing, each share of Blue Ridge common stock will convert into 0.086 shares of HomeTrust common stock (the Exchange Ratio), with cash paid in lieu of fractional shares. The deal is valued at approximately $448.1 million, or $4.28 per Blue Ridge share, and is expected to create a commercial bank with over $7 billion in assets. HomeTrust stockholders are expected to own about 65% of the combined company, and Blue Ridge shareholders about 35%, with two Blue Ridge directors joining the HomeTrust and HomeTrust Bank boards.

The companies expect closing in the first quarter of 2027, subject to Blue Ridge shareholder approval, HomeTrust stockholder approval for the share issuance, and required regulatory approvals; the merger agreement includes a mutual termination fee of $18.0 million in specified circumstances. Outstanding Blue Ridge warrants may be converted via cashless exercise into shares receiving the same Merger Consideration or, if not converted, will be assumed by HomeTrust. In-the-money stock options will be cashed out, while time-based restricted stock will vest into the Merger Consideration and performance-based awards will convert into time-based HomeTrust restricted stock. HomeTrust’s investor materials state expected EPS accretion of roughly 30% once cost savings are fully realized beginning in 2028 and tangible book value dilution of about 8.3% with an earn-back period of roughly 3.25 years.

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Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Exchange Ratio 0.086 shares of HomeTrust common stock per Blue Ridge share Merger consideration for each share of Blue Ridge common stock at the Effective Time
Aggregate Transaction Value $448.1 million Approximate value of all-stock acquisition of Blue Ridge by HomeTrust
Implied Consideration per Share $4.28 per share Value per Blue Ridge share based on HomeTrust’s 5-day VWAP of $49.82
Termination Fee $18.0 million Payable by HomeTrust or Blue Ridge if the merger agreement is terminated under certain circumstances
Combined Assets Over $7 billion Projected asset size of the combined HomeTrust–Blue Ridge banking franchise
Expected EPS Accretion Approximately 30% Projected earnings per share accretion once anticipated cost savings are fully achieved beginning in 2028
Tangible Book Value Dilution Approximately 8.3% Estimated dilution to HomeTrust tangible book value per share at closing of the transaction
Pro Forma 2027 ROAA and ROATCE 1.70% ROAA; 15.6% ROATCE HomeTrust’s projected 2027 return metrics with fully phased-in cost savings
Exchange Ratio financial
"will be converted into the right to receive 0.086 of a share of HomeTrust common stock (the “Exchange Ratio”)"
The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.
cashless exercise financial
"provides for the automatic cashless exercise of such warrants immediately prior to the Effective Time"
A cashless exercise is a way for an option holder to convert stock options into actual shares without paying the purchase price in cash; instead they immediately give up a portion of the newly issued shares to cover the cost and any withholding taxes. Investors care because this process increases the number of shares available and can slightly dilute existing holdings, while also signaling how insiders or employees are realizing compensation without needing cash — similar to paying for a purchase by handing over part of what you just bought.
Registration Statement on Form S-4 regulatory
"will be contained in, or incorporated by reference into, the Registration Statement on Form S-4"
A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.
tangible book value per share financial
"estimates dilution to tangible book value per share of approximately 8.3% at the closing"
Tangible book value per share is the company's total physical and financial assets minus its liabilities and intangible items (like goodwill and brand value), divided by the number of outstanding shares. It gives investors a conservative, per‑share estimate of what would remain if the business sold only its hard assets and paid its debts—useful for judging whether a stock is priced above or below its underlying, tangible worth, like valuing a property by its bricks and cash rather than its reputation.
core deposit intangible financial
"2.75% of non-time deposits to be amortized over 10.0 years using the sum-of-years’ digits method"
Core deposit intangible is an accounting asset that represents the value of customer deposits a bank gains, usually through an acquisition, because those deposits provide a stable, low-cost source of funding. Think of it like paying for a loyal customer list that will save the bank money over time; it is written down over several years and affects reported earnings and the apparent cost of acquiring new funds, so investors watch it to understand future profitability and capital impact.

FAQ

What are the merger terms for Blue Ridge (BRBS) shareholders in the HomeTrust transaction?

Each share of Blue Ridge common stock will be converted into 0.086 shares of HomeTrust common stock, plus cash in lieu of fractional shares. This implies aggregate consideration of about $448.1 million, or $4.28 per Blue Ridge share based on HomeTrust’s recent trading price.

When is the Blue Ridge (BRBS) and HomeTrust merger expected to close?

The companies state that the merger is currently expected to be completed in the first quarter of 2027. Closing remains subject to approval of Blue Ridge’s shareholders, approval of HomeTrust’s stock issuance by its stockholders, and receipt of required regulatory approvals.

How will Blue Ridge (BRBS) warrants and options be treated in the HomeTrust merger?

A warrant conversion agreement provides for automatic cashless exercise of certain Blue Ridge warrants immediately before closing, with resulting shares receiving the Merger Consideration. Remaining warrant holders may elect similar treatment by September 19, 2026, or have warrants assumed by HomeTrust; in-the-money options are cashed out at closing.

What ownership split is expected in the combined HomeTrust–Blue Ridge entity?

Upon completion, HomeTrust stockholders are expected to own approximately 65% of the combined company, while Blue Ridge shareholders are expected to own approximately 35%. Two Blue Ridge directors will join the boards of HomeTrust and HomeTrust Bank at the merger effective time.

What financial impact does HomeTrust project from acquiring Blue Ridge (BRBS)?

HomeTrust’s investor materials describe the transaction as expected to be approximately 30% accretive to earnings per share once cost savings are fully realized beginning in 2028. They estimate 8.3% dilution to tangible book value per share at closing with an earn-back period of about 3.25 years.

What conditions and termination provisions apply to the Blue Ridge (BRBS) and HomeTrust merger?

Completion requires shareholder and stockholder approvals and necessary regulatory approvals. The merger agreement allows termination, including if not consummated by August 16, 2027, and provides for a $18.0 million termination fee payable by either party under specified circumstances.

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false 0000842717 0000842717 2026-08-16 2026-08-16 0000842717 stpr:VA 2026-08-16 2026-08-16
 
 

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): August 16, 2026

 

 

BLUE RIDGE BANKSHARES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Virginia   001-39165   54-1838100

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

1801 Bayberry Court

Suite 101

Richmond, Virginia

  23226
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (888) 331-6521

Not Applicable

(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:

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange
on which registered

Common stock, no par value   BRBS   NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 
 


Item 1.01

Entry into a Material Definitive Agreement.

On August 16, 2026, Blue Ridge Bankshares, Inc., a Virginia corporation (“Blue Ridge”), HomeTrust Bancshares, Inc., a Maryland corporation (“HomeTrust”) and Kinloch Merger Sub, Inc., a Virginia corporation and wholly owned subsidiary of HomeTrust (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into Blue Ridge (the “Merger”), with Blue Ridge continuing as the surviving corporation, and immediately following the Merger, Blue Ridge will merge with and into HomeTrust (the “Second Step Merger”), with HomeTrust continuing as the surviving corporation.

Immediately following the Second Step Merger, Blue Ridge Bank, National Association, the wholly owned bank subsidiary of Blue Ridge, will merge with and into HomeTrust Bank, the wholly owned bank subsidiary of HomeTrust, with HomeTrust Bank as the surviving bank.

Subject to the terms and conditions of the Merger Agreement, which has been unanimously approved by the boards of directors of both Blue Ridge and HomeTrust, at the effective time of the Merger (the “Effective Time”), each share of Blue Ridge common stock issued and outstanding immediately prior to the Effective Time, subject to limited exceptions, will be converted into the right to receive 0.086 of a share of HomeTrust common stock (the “Exchange Ratio”), plus cash in lieu of any fractional shares (collectively, the “Merger Consideration”).

Concurrent with the execution of the Merger Agreement, Blue Ridge has entered into a warrant conversion agreement with a holder of outstanding warrants to purchase Blue Ridge common stock. The warrant conversion agreement provides for the automatic cashless exercise of such warrants immediately prior to the Effective Time. The shares of Blue Ridge common stock issued pursuant to such exercise will be converted into the right to receive the Merger Consideration at the Effective Time. Holders of the remaining outstanding Blue Ridge warrants will be given the same cashless exercise opportunity, which must be elected by executing and delivering a warrant conversion agreement to Blue Ridge on or before September 19, 2026. No later than August 31, 2026, Blue Ridge will provide written notice to holders of Blue Ridge warrants other than the holder that entered into a warrant conversion agreement with Blue Ridge on August 16, 2026, offering such other holders an opportunity to enter into the same form of warrant conversion agreement. At the Effective Time, any outstanding Blue Ridge warrants for which the holders have not executed warrant conversion agreements will automatically be assumed by HomeTrust in accordance with the terms of such Blue Ridge warrants. The form of the warrant conversion agreement is included as Exhibit C to the copy of the Merger Agreement attached hereto as Exhibit 2.1.

Each option to purchase shares of Blue Ridge common stock, whether vested or unvested, that is outstanding and in-the-money immediately prior to the Effective Time will be cancelled at the Effective Time in exchange for a cash payment equal to the product of (i) the number of shares of Blue Ridge common stock underlying the option and (ii) the excess, if any, of (1) the average closing price of HomeTrust common stock for the five consecutive trading days prior to the Merger closing date multiplied by the Exchange Ratio over (2) the exercise price of the option, less any required tax withholding. Each Blue Ridge stock option that is outstanding and out-of-the-money immediately prior to the Effective Time will be cancelled at the Effective Time for no consideration or payment.

At the Effective Time, each time-vesting only share of Blue Ridge restricted common stock that is outstanding and unvested immediately prior to the Effective Time will fully vest and entitle its holder to receive the Merger Consideration, subject to any required tax withholding. Each performance-vesting Blue Ridge restricted stock award that is outstanding and unvested immediately prior to the Effective Time will automatically convert at the Effective Time into a HomeTrust restricted stock award that is

 

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time-based only for future vesting based on the holder’s continuous service through the unexpired performance period(s). The number of shares underlying the converted award will be determined by multiplying (i) the number of shares of Blue Ridge common stock subject to the award immediately prior to the Effective Time that would be earned assuming full performance for the unexpired performance periods by (ii) the Exchange Ratio.

The Merger Agreement contains customary representations and warranties from both HomeTrust and Blue Ridge, and each party has agreed to customary covenants, including, among others, covenants relating to (1) the conduct of HomeTrust’s and Blue Ridge’s respective business during the interim period between the execution of the Merger Agreement and the Effective Time, (2) Blue Ridge’s obligation to call a meeting of its shareholders to approve the Merger Agreement and, subject to certain exceptions, that its board of directors recommends that Blue Ridge shareholders vote to approve the Merger Agreement, (3) HomeTrust’s obligation to call a meeting of its stockholders to approve the issuance of HomeTrust common stock in the Merger and, subject to certain exceptions, that its board of directors recommends that HomeTrust stockholders vote to approve such issuance, and (4) Blue Ridge’s non-solicitation obligations regarding alternative acquisition proposals.

The completion of the Merger is subject to customary conditions, including approval of the Merger Agreement by the shareholders of Blue Ridge and approval of the issuance of shares of HomeTrust common stock in the Merger by the stockholders of HomeTrust, and the receipt of required regulatory approvals. The Merger is currently expected to be completed in the first quarter of 2027.

The Merger Agreement contains certain termination rights for both Blue Ridge and HomeTrust, including if there has been a breach by the other party that is not cured such that the applicable closing conditions are not satisfied or the Merger is not consummated by August 16, 2027. A termination fee of $18.0 million will be payable by HomeTrust or Blue Ridge upon termination of the Merger Agreement under certain circumstances.

Pursuant to the Merger Agreement, HomeTrust will appoint two mutually agreed upon members of Blue Ridge’s board of directors to become directors of HomeTrust at the Effective Time, one of whom to serve for a term ending at the 2028 annual meeting of HomeTrust’s stockholders and the other to serve for a term ending at the 2029 annual meeting of HomeTrust’s stockholders. These individuals will also serve as directors of HomeTrust Bank.

The foregoing description of the Merger Agreement and the transactions contemplated thereby is not complete and is subject to and qualified in its entirety by reference to the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and the terms of which are incorporated herein by reference.

The representations, warranties and covenants contained in the Merger Agreement generally will not survive consummation of the Merger and were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement, are subject to limitations agreed upon by the parties as stated in the Merger Agreement, including being qualified by confidential disclosure schedules made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and are, in most cases, subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors under applicable securities law standards of materiality. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time, and investors should not rely on them as statements of fact. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by Blue Ridge or HomeTrust. Accordingly, the Merger Agreement is included with this filing only to provide investors

 

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with information regarding the terms of the Merger Agreement, and not to provide investors with any other factual information regarding Blue Ridge or HomeTrust, their respective affiliates or their respective businesses. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding Blue Ridge, HomeTrust, their respective affiliates or their respective businesses, the Merger Agreement and the Merger that will be contained in, or incorporated by reference into, the Registration Statement on Form S-4 that will include a joint proxy statement of Blue Ridge and HomeTrust and a prospectus of HomeTrust, as well as in the Form 10-Ks, Form 10-Qs, Form 8-Ks and other documents that Blue Ridge and HomeTrust may file with or furnish to the Securities and Exchange Commission (“SEC”).

Each director and certain significant non-director shareholders of Blue Ridge have executed a voting agreement with HomeTrust pursuant to which the individual or entity has agreed to vote his, her or its shares of Blue Ridge common stock in favor of the Merger Agreement. Each director of Blue Ridge also has executed a resignation, non-solicitation and confidentiality agreement with HomeTrust. Each director of HomeTrust has executed a voting agreement with Blue Ridge pursuant to which the individual has agreed to vote his or shares of HomeTrust common stock in favor of the issuance of HomeTrust common stock in the Merger.

 

Item 7.01

Regulation FD Disclosure.

On August 17, 2026, Blue Ridge and HomeTrust issued a joint press release announcing the execution of the Merger Agreement. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated into this Item 7.01 by reference. In addition, HomeTrust has prepared investor presentation material regarding the transactions contemplated by the Merger Agreement, which it expects to use in connection with presentations to analysts and investors. The presentation material is attached to this Current Report on Form 8-K as Exhibit 99.2 and is incorporated into this Item 7.01 by reference.

The press release and presentation material are furnished pursuant to Item 7.01 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). They may only be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), if such subsequent filing specifically references the information furnished pursuant to Item 7.01 of this Current Report on Form 8-K.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
No.

  

Description of Exhibit

2.1    Agreement and Plan of Merger, dated August 16, 2026, by and among HomeTrust Bancshares, Inc., Blue Ridge Bankshares, Inc. and Kinloch Merger Sub, Inc.*
99.1    Joint Press Release, dated August 17, 2026, issued by Blue Ridge Bankshares, Inc. and HomeTrust Bancshares, Inc.
99.2    Investor Presentation, dated August 17, 2026, issued by HomeTrust Bancshares, Inc.
104    Cover-Page Interactive Data File (embedded within the Inline XBRL document).

 

*

Exhibits and Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Blue Ridge agrees to furnish a supplemental copy of any such omitted Exhibit or Schedule to the SEC upon request.

 

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Forward-Looking Statements

This Current Report on Form 8-K, including the Exhibits hereto, contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the use of words such as “may,” “should,” “will,” “could,” “estimates,” “predicts,” “potential,” “continue,” “anticipates,” “believes,” “plans,” “expects,” “future,” “intends,” “projects,” the negative of these terms and other comparable terminology. These forward-looking statements include, but are not limited to, statements regarding the outlook and expectations of Blue Ridge and HomeTrust with respect to the Merger, the anticipated strategic and financial benefits of the Merger, including the expected impact of the Merger on HomeTrust’s or Blue Ridge’s future financial performance pending the completion of the Merger and on HomeTrust’s financial performance following the Merger, and the timing of the closing of the Merger.

Forward-looking statements are neither historical facts, nor assurance of future performance. Instead, such statements are based on current beliefs, expectations and assumptions regarding the future of Blue Ridge’s and HomeTrust’s respective businesses, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of Blue Ridge’s or HomeTrust’s control, and actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not unduly rely on any of these forward-looking statements. Any forward-looking statement is based only on information currently available and speaks only as of the date when made. Blue Ridge and HomeTrust undertake no obligation, other than as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Forward-looking statements contained in this Current Report on Form 8-K are subject to, among others, the following risks, uncertainties and assumptions:

 

   

The possibility that the anticipated benefits of the Merger, including anticipated cost savings and strategic gains, are not realized when expected or at all, including as a result of the impact of, or challenges arising from, the integration of Blue Ridge into HomeTrust or as a result of the strength of the economy, competitive factors in the areas where Blue Ridge and HomeTrust do business, or as a result of other unexpected factors or events;

 

   

The timing and completion of the Merger is dependent on the satisfaction of customary closing conditions, and various other factors that cannot be predicted with precision at this point;

 

   

The occurrence of any event, change or other circumstances that could give rise to the right of Blue Ridge, HomeTrust or both to terminate the Merger Agreement;

 

   

Completion of the Merger is subject to bank regulatory approvals and such approvals may not be obtained in a timely manner or at all or may be subject to conditions which may cause additional significant expense or delay the consummation of the Merger;

 

   

Potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the Merger;

 

   

The diversion of attention and time by the respective management teams of Blue Ridge and HomeTrust from ongoing business operations and opportunities on Merger-related matters;

 

 

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The outcome of any legal proceedings related to the Merger which may be instituted against Blue Ridge or HomeTrust;

 

   

Unanticipated challenges or delays in the integration of Blue Ridge’s business into HomeTrust’s business and/or the conversion of Blue Ridge’s operating systems and customer data onto HomeTrust’s may significantly increase the expense associated with the Merger; and

 

   

Other factors that may affect future results of Blue Ridge and HomeTrust.

These forward-looking statements are also subject to the principal risks and uncertainties applicable to Blue Ridge’s and HomeTrust’s respective businesses and activities generally that are disclosed in Blue Ridge’s and HomeTrust’s respective Annual Reports on Form 10-K for the year ended December 31, 2025 and in other documents Blue Ridge and HomeTrust file with the SEC. Blue Ridge’s and HomeTrust’s SEC filings are accessible on the SEC website at www.sec.gov.

No Offer or Solicitation

This Current Report on Form 8-K and related communications are not intended to and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus that meets the requirements of Section 10 of the Securities Act.

Additional Information and Where to Find It

In connection with the proposed merger transaction, HomeTrust expects to file with the SEC a Registration Statement on Form S-4 (the “Registration Statement”) that will include a preliminary joint proxy statement of Blue Ridge and HomeTrust and a preliminary prospectus of HomeTrust (the “Joint Proxy Statement/Prospectus”), as well as other relevant documents concerning the proposed transaction. After the Registration Statement is declared effective, Blue Ridge and HomeTrust will mail a definitive Joint Proxy Statement/Prospectus to their shareholders and stockholders, respectively. This communication is not a substitute for the Joint Proxy Statement/Prospectus or Registration Statement or for any other document that Blue Ridge or HomeTrust may file with the SEC and send to their respective shareholders or stockholders in connection with the proposed merger transaction. Shareholders of Blue Ridge and stockholders of HomeTrust are urged to read carefully the Registration Statement and the Joint Proxy Statement/Prospectus regarding the proposed merger transaction when they become available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information.

Free copies of the Joint Proxy Statement/Prospectus included in the Registration Statement, as well as other filings containing information about Blue Ridge, HomeTrust and the proposed transaction, may be obtained at the SEC’s website (www.sec.gov). You will also be able to obtain these documents, free of charge, in the “Investor Relations” section of Blue Ridge’s website, www.mybrb.bank, under “SEC Filings” in the “Financials” heading, and in the “Investor Relations” section of HomeTrust’s website, www.htb.com, under “SEC Filings” in the “Financials & Filings” heading, or by requesting them in writing or by telephone from Blue Ridge at: Blue Ridge Bankshares, Inc., 1801 Bayberry Court, Suite 101, Richmond, Virginia 23226, Attn: Judy C. Gavant; Telephone (804) 518-2606, or by requesting them in writing or by telephone from HomeTrust at: HomeTrust Bancshares, Inc., 10 Woodfin Street, Asheville, North Carolina 28801, Attn: Tony J. VunCannon; Telephone (828) 350-3049.

 

 

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Participants in Solicitation

Blue Ridge and HomeTrust and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Blue Ridge and from the stockholders of HomeTrust in respect of the proposed merger transaction. Information regarding Blue Ridge’s directors and executive officers is contained in Blue Ridge’s definitive proxy statement on Schedule 14A filed with the SEC on April 30, 2026. Information regarding HomeTrust’s directors and executive officers is contained in HomeTrust’s definitive proxy statement on Schedule 14A filed with the SEC on April 7, 2026. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the Joint Proxy Statement/Prospectus regarding the proposed merger transaction when it becomes available. Free copies of this document may be obtained as described above.

 

 

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SIGNATURES

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.

 

    BLUE RIDGE BANKSHARES, INC.
Date: August 17, 2026     By:  

/s/ Judy C. Gavant

      Judy C. Gavant
            Executive Vice President
             and Chief Financial Officer

 

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Exhibit 99.1

 

LOGO    LOGO

HomeTrust Bancshares, Inc. Expands into Attractive Virginia Markets

Through Acquisition of Blue Ridge Bankshares, Inc.

ASHEVILLE, NC and RICHMOND, VA — August 17, 2026 — HomeTrust Bancshares, Inc. (NYSE: HTB) (“HomeTrust”), the holding company of HomeTrust Bank, and Blue Ridge Bankshares, Inc. (NYSEAM: BRBS) (“Blue Ridge”), the holding company of Blue Ridge Bank, National Association (“Blue Ridge Bank”), today jointly announced the signing of a definitive merger agreement (“Agreement”), pursuant to which HomeTrust will acquire Blue Ridge in an all-stock transaction valued at approximately $448.1 million.

The acquisition expands HomeTrust’s footprint into desirable Virginia markets, creating a commercial bank with over $7 billion in assets and over 60 locations across the Southeast. Leveraging HomeTrust’s demonstrated performance improvement and merger experience, the combined company will be one of only three $5-10 billion major-exchange traded banks in the region, creating a market leading franchise well positioned for long-term growth and value creation for its stockholders.

“We are thrilled about the proposed combination with Blue Ridge and welcoming their team and customers to HomeTrust. This represents a compelling opportunity to further expand our presence in the attractive Virginia market and accelerate our growth strategy,” said C. Hunter Westbrook, President and Chief Executive Officer of HomeTrust. “Blue Ridge brings a strong deposit franchise, a growing commercial loan portfolio, and deep local relationships that complement our existing footprint and capabilities. With our award-winning culture, combined size and capital strength, we are creating a more profitable, resilient, and relevant regional commercial bank, with top quartile earnings and continued recognition as an employer of choice.”

Harry Golliday, Interim President and Chief Executive Officer of Blue Ridge, commented, “Blue Ridge has successfully completed a clean-up of legacy challenges and repositioned itself for profitability and growth. HomeTrust’s own transformation from a legacy thrift into a high-performing commercial bank provides a proven roadmap, product suite and talent base to accelerate Blue Ridge’s next chapter of success. I am excited for our customers to become part of the HomeTrust organization, which is dedicated to being a great regional community bank, and for our associates to belong to the strategy of being a ‘best place to work.’”

Under the terms of the Agreement, Blue Ridge shareholders will receive 0.086 of a share of HomeTrust common stock for each share of Blue Ridge common stock. Based on HomeTrust’s 5-day volume-weighted average price of approximately $49.82 per share on August 14, 2026, the transaction would result in aggregate consideration of $448.1 million, or $4.28 per share. Holders of approximately 25% of Blue Ridge’s outstanding warrants have agreed to exchange their warrants for HomeTrust common stock. Remaining warrant holders have the right to do the same with their warrants or have their warrants rolled into newly issued HomeTrust warrants. The transaction is intended to qualify as a tax-free reorganization for federal income tax purposes. Upon completion, HomeTrust stockholders are expected to own approximately 65% of the combined company while Blue Ridge shareholders are expected to own approximately 35%. Two Blue Ridge directors will join the board of directors of HomeTrust and HomeTrust Bank.

The transaction is expected to close early in the first quarter of 2027 and be accretive to earnings per share by approximately 30% assuming anticipated cost savings are fully achieved beginning in 2028. HomeTrust estimates dilution to tangible book value per share of approximately 8.3% at the closing of the transaction, with an earn-back period of approximately 3.25 years.

The boards of HomeTrust and Blue Ridge unanimously approved the transaction, which is subject to regulatory approvals, HomeTrust and Blue Ridge stockholder approvals, and other customary conditions of closing.

A copy of HomeTrust’s investor presentation may be accessed from HomeTrust’s August 17, 2026, Form 8-K filing with the Securities and Exchange Commission (the “SEC”) or under “Investor Relations” on HomeTrust’s website, www.htb.com.

 

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Piper Sandler & Co. is serving as financial advisor and Silver Freedman, Taff & Tiernan LLP is serving as legal counsel to HomeTrust on the transaction. Stephens Inc. is serving as financial advisor and Williams Mullen is serving as legal counsel to Blue Ridge on the transaction.

About HomeTrust Bancshares, Inc.

HomeTrust Bancshares, Inc., headquartered in Asheville, North Carolina, is the holding company for HomeTrust Bank, a state-chartered community bank operating over 30 locations across North Carolina, South Carolina, East Tennessee, Southwest Virginia, and Georgia. With total assets of $4.4 billion as of June 30, 2026, the Company’s goal is to be a consistently high-performing regional community bank, guided by its strategy to be a best place to work. Reflecting this focus, the Company has been named one of Bank Director’s “Best U.S. Banks,” one of Forbes’ “America’s Best Banks,” one of S&P Global’s “Top 50 Community Banks,” and named to the 2026 and 2025 KBW Honor Rolls. In addition, the Company has been recognized as one of American Banker’s “Best Banks to Work For,” received a “Most Loved Workplace” certification by Best Practices Institute, named as one of Best Companies Group’s “America’s Best Workplaces,” as well as being named a “Best Place to Work” in all five states in which it operates.

Visit HomeTrust’s website at www.htb.com.

About Blue Ridge Bankshares, Inc.

Blue Ridge Bankshares, Inc. is the holding company for Blue Ridge Bank, N.A. and BRB Financial Group, Inc. Blue Ridge, through its subsidiaries and affiliates, provides a wide range of financial services including retail and commercial banking, and retail mortgage lending. Blue Ridge also provides investment and wealth management services and management services for personal and corporate trusts, including estate planning and trust administration.

Visit Blue Ridge’s website at www.mybrb.com.

No Offer or Solicitation

This press release is not intended to and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus that meets the requirements of Section 10 of the Securities Act of 1933, as amended.

Important Information and Where You Can Find It

In connection with the proposed merger transaction, HomeTrust expects to file with the SEC a Registration Statement on Form S-4 (the “Registration Statement”) that will include a preliminary joint proxy statement of HomeTrust and Blue Ridge and a preliminary prospectus of HomeTrust (the “Joint Proxy Statement/Prospectus”), as well as other relevant documents concerning the proposed transaction. After the Registration Statement is declared effective, HomeTrust and Blue Ridge will mail a definitive Joint Proxy Statement/Prospectus to their stockholders and shareholders, respectively. This communication is not a substitute for the Joint Proxy Statement/Prospectus or Registration Statement or for any other document that HomeTrust or Blue Ridge may file with the SEC and send to their respective stockholders or shareholders in connection with the proposed merger transaction. Stockholders of HomeTrust and shareholders of Blue Ridge are urged to read carefully the Registration Statement and the Joint Proxy Statement/Prospectus regarding the proposed merger transaction when they become available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information.

Free copies of the Joint Proxy Statement/Prospectus included in the Registration Statement, as well as other filings containing information about HomeTrust, Blue Ridge, and the proposed transaction, may be obtained at the SEC’s website (www.sec.gov). You will also be able to obtain these documents, free of charge, in the “Investor Relations” section of HomeTrust’s website, www.htb.com, under “SEC Filings” in the “Financials & Filings” heading, and in the “Investor Relations” section of Blue Ridge’s website, www.mybrb.bank, under “SEC Filings” in the “Financials” heading or by requesting them in writing or by telephone from

 

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HomeTrust at: HomeTrust Bancshares, Inc., 10 Woodfin Street, Asheville, North Carolina 28801, Attn: Tony J. VunCannon; Telephone (828) 350-3049 or by requesting them in writing or by telephone from Blue Ridge at: Blue Ridge Bankshares, Inc., 1801 Bayberry Court, Suite 101, Richmond, Virginia 23226, Attn: Judy C. Gavant; Telephone (804) 518-2606.

Participants in Solicitation

HomeTrust and Blue Ridge and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of HomeTrust and the shareholders of Blue Ridge in respect of the proposed merger transaction. Information regarding HomeTrust’s directors and executive officers is contained in HomeTrust’s definitive proxy statement on Schedule 14A filed with the SEC on April 7, 2026. Information regarding Blue Ridge’s directors and executive officers is contained in Blue Ridge’s definitive proxy statement on Schedule 14A filed with the SEC on April 30, 2026. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the Joint Proxy Statement/Prospectus regarding the proposed merger transaction when it becomes available. Free copies of this document may be obtained as described above.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the use of words such as “may,” “should,” “will,” “could,” “estimates,” “predicts,” “potential,” “continue,” “anticipates,” “believes,” “plans,” “expects,” “future,” “intends,” “projects,” the negative of these terms and other comparable terminology. These forward-looking statements include, but are not limited to, statements regarding the outlook and expectations of HomeTrust and Blue Ridge with respect to the proposed merger transaction, the anticipated strategic and financial benefits of the proposed merger transaction, including the expected impact of the proposed merger transaction on HomeTrust’s or Blue Ridge’s future financial performance pending the completion of the proposed merger transaction and on HomeTrust’s financial performance following the proposed merger transaction, and the timing of the closing of the proposed merger transaction.

Forward-looking statements are neither historical facts, nor assurance of future performance. Instead, such statements are based on current beliefs, expectations and assumptions regarding the future of HomeTrust’s and Blue Ridge’s respective businesses, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of HomeTrust’s or Blue Ridge’s control, and actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not unduly rely on any of these forward-looking statements. Any forward-looking statement is based only on information currently available and speaks only as of the date when made. HomeTrust and Blue Ridge undertake no obligation, other than as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Forward-looking statements contained in this press release are subject to, among others, the following risks, uncertainties and assumptions:

 

   

The possibility that the anticipated benefits of the proposed merger transaction, including anticipated cost savings and strategic gains, are not realized when expected or at all, including as a result of the impact of, or challenges arising from, the integration of Blue Ridge into HomeTrust or as a result of the strength of the economy, competitive factors in the areas where Blue Ridge and HomeTrust do business, or as a result of other unexpected factors or events;

 

   

The timing and completion of the proposed merger transaction is dependent on the satisfaction of customary closing conditions, and various other factors that cannot be predicted with precision at this point;

 

   

The occurrence of any event, change or other circumstances that could give rise to the right of HomeTrust, Blue Ridge or both to terminate the merger agreement;

 

   

Completion of the proposed merger transaction is subject to bank regulatory approvals and such approvals may not be obtained in a timely manner or at all or may be subject to conditions which may cause additional significant expense or delay the consummation of the proposed merger transaction;

 

   

Potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed merger transaction;

 

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The diversion of attention and time by the respective management teams of HomeTrust and Blue Ridge from ongoing business operations and opportunities on merger-related matters;

 

   

The outcome of any legal proceedings related to the proposed merger transaction which may be instituted against HomeTrust or Blue Ridge;

 

   

Unanticipated challenges or delays in the integration of Blue Ridge’s business into HomeTrust’s business and/or the conversion of Blue Ridge’s operating systems and customer data onto HomeTrust’s may significantly increase the expense associated with the proposed merger transaction; and

 

   

Other factors that may affect future results of Blue Ridge and HomeTrust.

These forward-looking statements are also subject to the principal risks and uncertainties applicable to Blue Ridge’s and HomeTrust’s respective businesses and activities generally that are disclosed in HomeTrust’s and Blue Ridge’s respective Annual Reports on Form 10-K for the year ended December 31, 2025 and in other documents HomeTrust and Blue Ridge file with the SEC. HomeTrust’s and Blue Ridge’s SEC filings are accessible on the SEC website at www.sec.gov.

HomeTrust Contact Information

C. Hunter Westbrook

President and Chief Executive Officer

(828) 365-7084

Tony J. VunCannon

EVP, Chief Financial Officer, Corporate Secretary and Treasurer

(828) 259-3939

Blue Ridge Contact Information

Judy C. Gavant

EVP and Chief Financial Officer, Investor Relations Professional

(804) 518-2606

 

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Exhibit 99.2 HomeTrust Bancshares, Inc. Expands into Attractive Virginia Markets Through Acquisition of Blue Ridge Bankshares, Inc. August 17, 2026 1


Forward-Looking Statements This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the use of words such as may, should, will, could, estimates, predicts, potential, continue, anticipates, believes, plans, expects, future, intends, projects, the negative of these terms and other comparable terminology. These forward-looking statements include, but are not limited to, statements regarding the outlook and expectations of HomeTrust and Blue Ridge with respect to the proposed merger transaction, the anticipated strategic and financial benefits of the proposed merger transaction, including the expected impact of the proposed merger transaction on HomeTrust’s or Blue Ridge’s future financial performance pending the completion of the proposed merger transaction and on HomeTrust's financial performance following the proposed merger transaction, and the timing of the closing of the proposed merger transaction. Forward-looking statements are neither historical facts, nor assurance of future performance. Instead, such statements are based on current beliefs, expectations and assumptions regarding the future of HomeTrust's and Blue Ridge’s respective businesses, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of HomeTrust’s or Blue Ridge’s control, and actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not unduly rely on any of these forward-looking statements. Any forward-looking statement is based only on information currently available and speaks only as of the date when made. HomeTrust and Blue Ridge undertake no obligation, other than as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Forward-looking statements contained in this presentation are subject to, among others, the following risks, uncertainties and assumptions: • The possibility that the anticipated benefits of the proposed merger transaction, including anticipated cost savings and strategic gains, are not realized when expected or at all, including as a result of the impact of, or challenges arising from, the integration of Blue Ridge into HomeTrust or as a result of the strength of the economy, competitive factors in the areas where Blue Ridge and HomeTrust do business, or as a result of other unexpected factors or events; • The timing and completion of the proposed merger transaction is dependent on the satisfaction of customary closing conditions, and various other factors that cannot be predicted with precision at this point; • The occurrence of any event, change or other circumstances that could give rise to the right of HomeTrust, Blue Ridge or both to terminate the merger agreement; • Completion of the proposed merger transaction is subject to bank regulatory approvals and such approvals may not be obtained in a timely manner or at all or may be subject to conditions which may cause additional significant expense or delay the consummation of the proposed merger transaction; • Potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of theproposed merger transaction; • The diversion of attention and time by the respective management teams of HomeTrust and Blue Ridge from ongoing business operations and opportunities on merger-related matters; • The outcome of any legal proceedings related to the proposed merger transaction which may be instituted against HomeTrust or Blue Ridge; • Unanticipated challenges or delays in the integration of Blue Ridge’s business into HomeTrust’s business and/or the conversion of Blue Ridge’s operating systems and customer data onto HomeTrust’s may significantly increase the expense associated with the proposed merger transaction; and • Other factors that may affect future results of Blue Ridge and HomeTrust. These forward-looking statements are also subject to the principal risks and uncertainties applicable to Blue Ridge’s and HomeTrust’s respective businesses and activities generally that are disclosed in HomeTrust’s and Blue Ridge’s respective Annual Reports on Form 10-K for the year ended December 31, 2025 andin other documents HomeTrust and Blue Ridge file with the Securities and Exchange Commission (the “SEC”). HomeTrust’s and Blue Ridge’s SEC filings are accessible on the SEC website at www.sec.gov. 2


Important Information and Where You Can Find It No Offer or Solicitation This presentation is not intended to and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be anysale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus that meets the requirements of Section 10 of the Securities Act of 1933, as amended. Important Information and Where You Can Find It In connection with the proposed merger transaction, HomeTrust expects to file with the SEC a Registration Statement on Form S-4 (the Registration Statement ) that will include a preliminary joint proxy statement of HomeTrust and Blue Ridge and a preliminary prospectus of HomeTrust (the Joint Proxy Statement/Prospectus ), as well as other relevant documents concerning the proposed transaction. After the Registration Statement is declared effective, HomeTrust and Blue Ridge will mail a definitive Joint Proxy Statement/Prospectus to their stockholders and shareholders, respectively.This communication is not a substitute for the Joint Proxy Statement/Prospectus or Registration Statement or for any other document that HomeTrust or Blue Ridge may file with the SEC and send to their respective stockholders or shareholders in connection with the proposed merger transaction. Stockholders of HomeTrust and shareholders of Blue Ridge are urged to read carefully the Registration Statement and the Joint Proxy Statement/Prospectus regarding the proposed merger transaction when they become available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. Free copies of the Joint Proxy Statement/Prospectus included in the Registration Statement, as well as other filings containing information about HomeTrust, Blue Ridge, and the proposed transaction, may be obtained at the SEC's website (www.sec.gov). You will also be able to obtain these documents, free of charge, in the Investor Relations section of HomeTrust's website, www.htb.com, under SEC Filings in the Financials & Filings heading, and in the Investor Relations section of Blue Ridge’s website, www.mybrb.bank, under “SEC Filings” in the Financials heading or by requesting them in writing or by telephone from HomeTrust at: HomeTrust Bancshares, Inc., 10 Woodfin Street, Asheville, North Carolina 28801, Attn: Tony J. VunCannon; Telephone (828) 350-3049 or by requesting them in writing or by telephone from Blue Ridge at: Blue Ridge Bankshares, Inc., 1801 Bayberry Court, Suite 101, Richmond, Virginia 23226, Attn: Judy C. Gavant; Telephone (804) 518-2606. Participants in Solicitation HomeTrust and Blue Ridge and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of HomeTrust and the shareholders of Blue Ridge in respect of the proposed merger transaction. Information regarding HomeTrust’s directors and executive officers is contained in HomeTrust’s definitive proxy statement on Schedule 14A filed with the SEC on April 7, 2026. Information regarding Blue Ridge’s directors and executive officers is contained in Blue Ridge’s definitive proxy statement on Schedule 14A filed with the SEC on April 30, 2026. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the Joint Proxy Statement/Prospectus regarding the proposed merger transaction when it becomes available. Free copies of this document may be obtained as described above. 3


Our Goal Become a high-performing, regional community bank 2026 One of only ten returning banks One of the Top 50 Community Banks recognized for consistent earnings two years in a row - 2023 and 2024 growth over the past 10 years, two years in a row – 2025 and 2026 One of the Top 100 Best Banks three One of the Top 100 Best U.S. Banks years in a row - 2024 - 2026 less than $5 billion two years in a row – 2024 and 2025 4


The Strategy to Reach Our Goal Become a regionally and nationally recognized ‘Best Place to Work’ 5


Transaction Rationale Building the Premier Community Bank Through a Compelling Strategic Combination Combined Highlights $7B+ $5.7B $5.7B ~30% 1.70% $1.2B Fully Phased Pro Forma Fully Phased Assets Loans Deposits 2027E EPS 1 Market Cap 2027E ROAA 1 Accretion • Relevance: Creates a $7 billion, high-performing regional commercial bank with a market cap greater than $1 billion Strategically • Scarcity: The largest of three $5 - $10 billion major-exchange traded banks in the Southeast Compelling • Expansion: Provides market expansion with scale in attractive Virginia markets, positioning HTB for future growth • Significant EPS accretion with manageable tangible book value dilution (~8%) and earnback 2,3 (3.25 years) • Enhances top quartile pro forma profitability compared to peers Financially • Leverages our infrastructure with our pro forma efficiency ratio moving to ~50% Attractive • Pro forma ROATCE of 15.6%¹ • Ability to remix security and loan portfolios to achieve higher yields • HTB brings a long history of driving shareholder value through selective M&A and effective integrations • BRBS’s work through legacy challenges provides a clean starting point for expansion Well-Positioned for • 13% CET1 ratio supports organic growth and provides flexibility for continued capital Future Success management, including share repurchases • Award-winning culture and employer of choice 1) Run-rate EPS and operating metrics accretion represents 2027E EPS accretion with fully-phased in cost savings. 2) TBVPS dilution assumes ~25% of BRBS's warrants are converted into common stock at the exchange ratio and the remaining ~75% of the outstanding BRBS warrants are rolled into new HTB warrants on equivalent terms. During a period following the announcement of the merger, the remaining ~75% of warrant holders will have the right to enter into an exchange agreement to convert their warrants into common 6 stock at closing. 3) TBV earnback period includes full impact of warrant dilution.


Focused Expansion in our Southeast Footprint 2. North Carolina | 33 Branches; 3. Virginia 1 LPO 7. Georgia 9. Tennessee | 27 Branches; 2026 23. South Carolina 1 LPO Charlottesville Richmond Roanoke Norfolk 1 Pro Forma Deposits by State June 30, 2026 Johnson City Raleigh North Carolina $2,183 Asheville Virginia $1,998 Charlotte Tennessee $542 Greenville Georgia $287 Atlanta South Carolina $142 Total $5,152 HomeTrust Locations Charleston Blue Ridge Locations 1) Excludes brokered deposits 7 Source: Company records


Transaction Overview • At closing, BRBS to merge with/into HTB and Blue Ridge Bank to merge with/into HomeTrust Bank • 100% stock consideration • Fixed exchange ratio of 0.086 HTB shares for each BRBS share Transaction • Holders of ~25% of BRBS warrants have agreed to exchange them for HTB common stock, while Structure the remainder have the right to do the same or roll them into newly issued HTB warrants (with the right to be exchanged for HTB common stock) • Pro forma ownership of ~65% HTB and ~35% BRBS • $4.28 per BRBS share • $448.1 million in aggregate transaction value Transaction Value 2 • Price / TBVPS of 140% & Multiples¹ • Price / 2027E EPS of 21.4x • Price / 2027E EPS + cost savings of 9.6x • 11 directors – 9 from HTB, 2 from BRBS Board & • HTB executive team will continue leading the combined company Management • Anticipated closing in early Q1 2027 Approvals & • Subject to regulatory approval; HTB and BRBS shareholder approvals Timing 1) Based on HTB five-day volume-weighted average stock price of $49.82 as of August 14, 2026 and BRBS 89,687,528 common shares outstanding, 18,058 options outstanding with a weighted average strike price of $12.29 per share, and 24,115,999 warrants outstanding with a weighted average exercise price of $1.64 per share. 2) The aggregate transaction value / TBV is 164% when considering the full impact of warrant dilution. Note: Financial data as of June 30, 2026 8


Pro Forma Financial Impact ’27E EPS Run-rate EPS TBVPS TBV EPS 3 4 Accretion Accretion¹ Dilution² Earnback Acceleration Earnings & TBV Impact 23.2% 29.8% (8.3%) 3.25 yrs >4 yrs 1 1 1 ’27E ROAA ’27E ROATCE ’27E Efficiency Ratio Enhanced Profitability 1.70% 15.6% 49.3% TCE / TA Leverage CET1 TRBC Strong Capital 11.3% 11.3% 13.0% 13.7% 1) Run-rate EPS and operating metrics accretion represents 2027E EPS accretion with fully-phased in cost savings. 2) TBVPS dilution assumes ~25% of BRBS's warrants are converted into common stock at the exchange ratio and the remaining ~75% of the outstanding BRBS warrants are rolled into new HTB warrants on equivalent terms. During a period following the announcement of the merger, the remaining ~75% of warrant holders will have the right to enter into an exchange agreement to convert their warrants into common stock at closing. 3) TBV earnback period includes full impact of warrant dilution. 9 4) The number of years of EPS pull-forward through EPS accretion as compared to a standalone growth rate.


Pro Forma Performance vs. Peers $5B - $10B Asset Major-Exchange Traded Banks in the Southeast and Mid-Atlantic 2027E ROAA 2027E Implied ROATCE 2027E Efficiency Ratio Note: Includes Southeast and Mid-Atlantic major-exchange traded banks with total assets between $5 billion and $10 billion, Excludes targets of announced mergers, banks without analyst estimates and banks with non-traditional banking models. Pro forma metrics represent fully phased-in cost savings. Source: S&P Global Market Intelligence, FactSet, Company filings 10


Creating a Top Tier Performing Franchise 1) Southeast and Mid-Atlantic major-exchange traded banks with total assets between $5 billion and $10 billion; excludes targets of announced mergers, banks without analyst estimates and banks with non- traditional banking models. 2) Market data as of August 14, 2026 Note: HomeTrust 2027E financials are based on consensus estimates and include the fully phased-in cost savings for illustrative purposes. Source: S&P Global Market Intelligence, FactSet 11


Overview of Blue Ridge Bankshares, Inc. (BRBS) Company Profile • Founded in 1893 • Headquartered in Richmond, VA 1 • Top 5 community bank franchise in Virginia Demonstrated Results After Receiving Consent Order • Completed Regulatory Remediation: After receiving a consent $2.3B $1.9B $1.9B order from the OCC in January 2024, BRBS remediated all Total Assets Total Loans Total Deposits identified issues, and the order was released in November 2025. • Strengthened Balance Sheet: BRBS successfully de-risked the 11.8% 28 Top 3 Richmond Deposit TCE / TA Financial Centers Company by reducing problem assets, eliminating all fintech and 1 Market Share BaaS-related partnerships, and exited non-core business lines, including out-of-market and specialized finance-related lending. • Improved Profitability: Returned to profitability in Q2 2025, 2 Deposit Market Share in Virginia driven by a focused back-office expense reduction initiative as June 30, 2025 regulatory remediation efforts were completed. Total • Returned Capital to Shareholders: BRBS raised $160 million of VA Total Dep. In Total capital in May 2024 as part of its response to the consent order. Market Branches VA Mkt Dep. Since being released from that order, BRBS has returned $77 Rank Institution (#) ($M) ($M) million of capital to shareholders through special dividends. 1 Carter Bankshares, Inc. 66 $3,519 $4,230 2 First Bancorp. 32 $3,004 $3,573 3 C&F Financial Corporation 32 $2,261 $2,261 4 Blue Ridge Bankshares, Inc. 27 $2,018 $2,045 First Community Bankshares, 5 65 $981 $3,025 Inc. 1) Per S&P Global Market Intelligence; excludes larger money center and regional banks with substantial deposit franchises outside of Virginia. 2) Banks and thrifts headquartered in Virginia, between $2 and $10 billion in total assets, excluding those with a material presence in the Washington-Alexandria, DC-VA-MD-WV MSA. Note: Deposit market share data as of June 30, 2025 12 Source: S&P Global Market Intelligence, Company filings


A Rare Opportunity to Add Scale in Virginia One of a shrinking set of independent, scaled Virginia institutions 58 46 6 Banks and thrifts Excluding those with With $2–$10B Headquartered in Virginia D.C.-area exposure in total assets Blue Ridge was one of these six — after this transaction, five independent institutions of this scale remain One of the last of its kind A structurally harder opportunity to repeat Blue Ridge ranked 4th of the six on total Virginia deposits — Each completed transaction further narrows the field of scaled, among the last remaining independent banks of comparable scale independent Virginia targets available to any acquirer, HTB in the Commonwealth included Greater capacity to invest and compete Entry into three of Virginia's strongest markets Pro forma scale of ~$7B in assets gives HTB the lending capacity Richmond, Charlottesville and Hampton Roads rank among the and infrastructure that sub-scale independents in these markets state's highest-growth, highest-income metro economies cannot match Source: S&P Global Market Intelligence. Universe reflects banks and thrifts headquartered in Virginia; D.C.-area exposure is defined as a material presence in the Washington–Arlington–Alexandria, DC-VA-MD-WV MSA. 13


HTB’s Track Record of Improving Profitability and Building Shareholder Value Significant Profitability Expansion Total Shareholder Return Superior ROAA progression since strategic shift from thrift to commercial bank 235% 1.46% 1.45% HomeTrust Bancshares, Inc. 1.23% NASDAQ Regional Bank Index 1.16% 1.01% 0.80% 90% 0.63% 0.42% 0.42% 0.40% 0.32% 0.25% Source: S&P Global Market Intelligence, FactSet Note: Market data as of August 14, 2026 14


Key Transaction Assumptions • 45%+ of BRBS’s non-interest expense (75% phased-in in 2027E, 100% thereafter) Cost Savings / • Revenue synergies expected but not included in the modeling Revenue Synergies • Combined $32.8 million of pre-tax expenses (7.3% of deal value) Transaction Expenses • $24.5 million, or 1.2% of BRBS’s loan portfolio Gross Credit Marks • Excludes double count / Day 2 CECL allowance Interest Rate Mark • $51.0 million, or 2.6% of BRBS’s loan portfolio, amortized over 4.0 years using the sum-of-years’ digits method on Loans Core Deposit • 2.75% of non-time deposits to be amortized over 10.0 years using the sum-of-years’ digits method Intangible • $46.4 million mark on AFS securities to be accreted over 4.6 years using the sum-of-years’ digits method Other Purchase • $4.2 million mark-up on fixed assets to be amortized over 30 years using the straight-line Accounting Marks method • $3.9 million write-down of liabilities 15


Summary ü Continuation of HTB’s strategic initiative to invest in high-growth markets, expanding our presence in Virginia ü HTB’s history of transformation from a thrift to a highly profitable commercial bank provides a roadmap for delivering shareholder value through the combination ü Diversified loan portfolio with an improving credit profile ü Brings talented and experienced individuals to the HTB team ü Favorable transaction metrics – meaningful EPS accretion, manageable TBV dilution and earnback period ü Further contributes to HTB’s goal of being a consistently high-performing regional community bank and a regionally and nationally recognized ‘Best Place to Work’ AND and 16


Appendix 17


Comprehensive Due Diligence Extensive due diligence procedures were performed by members of HTB’s management team to minimize transaction risk, utilizing third parties to assist as needed. • Key focus areas included: Finance and Reporting Legal Audit Lending Quality Risk Management Accounting Loan & Deposit Asset Quality Fundings Tax Technology Human Resources Operations • Extensive credit reviews focused on the largest relationships, adversely classified assets and watch list loans • Reviewed 64% of the commercial loan portfolio and 42% of the total loan portfolio, focusing on larger credits, sensitive industries, and a wide range of loan types • Reviewed 87% of classified loans • Engaged outside parties to assist in the credit review and preliminary purchase accounting marks 18


Pro Forma Loan and Deposit Composition Pro Forma $1.9B $5.5B $3.6B Total Total Total Yield on Loans: 6.12% Yield on Loans: 5.54% Yield on Loans: 5.92% $1.9B $5.5B $3.6B Total Total Total Cost of Deposits: 1.91% Cost of Deposits: 1.73% Cost of Deposits: 2.25% Note: Financial data as of or for the quarter ending June 30, 2026. 19 Source: Company filings Deposit Composition Loan Composition


Pro Forma Net Income and EPS Reconciliation Goodwill Reconciliation 2027 Earnings Per Share Note: Dollars in millions, except per share values 20


Hunter Westbrook President and Chief Executive Officer hunter.westbrook@htb.com Tony VunCannon EVP / Chief Financial Officer Corporate Secretary / Treasurer tony.vuncannon@htb.com 10 Woodfin Street Asheville, NC 28801 (828) 259-3939 www.htb.com 21

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