HomeTrust Bancshares (HTB) plans all-stock Blue Ridge merger
Rhea-AI Filing Summary
HomeTrust Bancshares, Inc. agreed to acquire Blue Ridge Bankshares, Inc. in an all-stock merger. Blue Ridge shareholders will receive 0.086 share of HomeTrust common stock per Blue Ridge share, implying transaction value of about $448.1 million, or $4.28 per share based on HomeTrust’s recent price.
The combined bank is projected to have over $7 billion in assets and a pro forma market capitalization of roughly $1.2 billion, with HomeTrust stockholders owning about 65% and Blue Ridge shareholders about 35%. The deal is expected to be ~30% accretive to 2027 EPS once cost savings are fully phased in, with pro forma ROAA of 1.70% and ROATCE of 15.6%.
HomeTrust estimates tangible book value per share dilution of 8.3%, with an earn-back period of about 3.25 years. The merger is targeted to close in the first quarter of 2027, subject to shareholder approvals, regulatory approvals, and other customary conditions, and includes a mutual termination fee of $18.0 million under specified circumstances.
Positive
- ~30% 2027 EPS accretion expected from the Blue Ridge acquisition once cost savings are fully realized, supporting higher pro forma earnings power.
- The combined franchise is projected to reach over $7 billion in assets and about $1.2 billion market cap, increasing scale in attractive Virginia and Southeast markets.
- Pro forma profitability targets are strong, with 1.70% ROAA, 15.6% ROATCE, and an efficiency ratio of about 49.3% once synergies are realized.
- HomeTrust highlights robust capital following the deal, including a pro forma 13.0% CET1 ratio, supporting organic growth and potential future capital management.
Negative
- HomeTrust projects 8.3% tangible book value per share dilution at closing, with an estimated 3.25-year earn-back period.
- Completion depends on multiple conditions, including regulatory approvals and shareholder approvals, and the companies list execution and integration risks that could affect realizing anticipated synergies.
Filing Explained
Blue Ridge’s warrants may become HomeTrust stock or warrants, while in-the-money options are cash-settled rather than exchanged for stock.
The proposed merger remains uncompleted and subject to shareholder and regulatory approvals, but the filing adds instrument-level mechanics: Blue Ridge warrants, options, and restricted awards will not all receive identical treatment at closing.
Although the announcement describes the transaction as all-stock, each in-the-money Blue Ridge option will be cancelled for a cash payment based on the exchange ratio and HomeTrust’s five-day average closing price, while an out-of-the-money option will be cancelled for no consideration.
Warrant holders representing approximately
Unvested time-vesting restricted shares will fully vest at closing, while performance-vesting awards will convert into HomeTrust time-based restricted awards. The next resolution points are Blue Ridge’s notice to remaining warrant holders by
8-K Event Classification
3 items: 1.01, 7.01, 9.01
3 items
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.
Key Figures
Exchange Ratio: 0.086 share of HomeTrust common stock per share of Blue Ridge common stock
Transaction Value: $448.1 million
Implied Per-Share Consideration: $4.28 per share
+6 more
9 metrics
Exchange Ratio
0.086 share of HomeTrust common stock per share of Blue Ridge common stock
Merger consideration for each outstanding Blue Ridge common share at the Effective Time
Transaction Value
$448.1 million
Approximate aggregate value of the all-stock acquisition of Blue Ridge
Implied Per-Share Consideration
$4.28 per share
Implied value for each Blue Ridge share based on HomeTrust’s $49.82 5-day VWAP
Pro Forma Assets
over $7 billion
Projected asset size of the combined HomeTrust and Blue Ridge franchise
Run-Rate 2027 EPS Accretion
29.8%
Expected EPS accretion in 2027 with fully phased-in cost savings
Tangible Book Value Dilution
8.3%
Estimated TBVPS dilution at closing, including warrant effects
Tangible Book Value Earn-back
3.25 years
Estimated period to earn back TBVPS dilution from the transaction
Pro Forma CET1 Ratio
13.0%
Estimated CET1 capital ratio for the combined company
Termination Fee
$18.0 million
Fee payable by HomeTrust or Blue Ridge if the Merger Agreement is terminated under certain circumstances
Key Terms
Exchange Ratio, tangible book value, Registration Statement on Form S-4, Core Deposit Intangible, +2 more
6 terms
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.
tangible book value financial
"estimates dilution to tangible book value per share of approximately 8.3% at the closing"
Tangible book value is the accounting measure of a company’s net worth after removing intangible items like goodwill, patents and trademarks, leaving only physical and financial assets minus liabilities. For investors it offers a clearer view of the company’s hard-asset backing per share—like estimating the cash you could get by selling the furniture, machinery and cash in a house—helping gauge downside risk and whether a stock may be cheaply valued.
Registration Statement on Form S-4 regulatory
"expects to file with the SEC a Registration Statement on Form S-4 (the "Registration Statement")"
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.
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"
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.
forward-looking statements regulatory
"contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
tangible common equity financial
"Pro forma ROATCE of 15.6%¹"
Tangible common equity is the portion of a company’s net worth that belongs to ordinary shareholders after removing intangible items (like goodwill or patents) and any preferred claims; it’s often expressed on a per-share basis. Think of it as the hard, sellable value left for common owners if you removed non-physical assets and paid off debts—investors use it to judge how much real cushion a company has and whether the stock might be under- or over-valued.
FAQ
What ownership split is expected after the HomeTrust (HTB) and Blue Ridge merger?
After completion, HomeTrust stockholders are expected to own approximately 65% of the combined company, while Blue Ridge shareholders are expected to own about 35%, reflecting the all-stock nature and agreed exchange ratio of the merger.
How will the Blue Ridge acquisition affect HomeTrust’s (HTB) earnings and book value?
HomeTrust estimates the transaction will be ~30% accretive to 2027 EPS with fully phased-in cost savings. It also projects 8.3% tangible book value per share dilution at closing, with an estimated 3.25-year tangible book earn-back period.
When is the HomeTrust (HTB) and Blue Ridge merger expected to close and what conditions apply?
Closing is currently expected in the first quarter of 2027. The transaction is subject to approval of HomeTrust and Blue Ridge shareholders, receipt of required bank regulatory approvals, and satisfaction of other customary closing conditions and covenants.
What are the key pro forma financial metrics for HomeTrust (HTB) after acquiring Blue Ridge?
The combined company is projected to have over $7 billion in assets, a pro forma market cap around $1.2 billion, targeted 1.70% ROAA, 15.6% ROATCE, and an efficiency ratio near 49.3% once anticipated cost savings are fully realized.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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
(Exact name of registrant as specified in its charter)
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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:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| 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, HomeTrust Bancshares, Inc., a Maryland corporation (“HomeTrust”), Blue Ridge Bankshares, Inc., a Virginia corporation (“Blue Ridge”), 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 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
2
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 with information regarding the terms of the Merger Agreement, and not to provide investors with any other factual information regarding HomeTrust or Blue Ridge, 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 HomeTrust, Blue Ridge, 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 HomeTrust and Blue Ridge and a prospectus of HomeTrust, as well as in the Form 10-Ks, Form 10-Qs, Form 8-Ks and other documents that HomeTrust and Blue Ridge 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, HomeTrust and Blue Ridge 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
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) The following exhibits are included with this Report:
| Exhibit No. | Description | |||||||
2.1 | Agreement and Plan of Merger dated August 16, 2026* | |||||||
99.1 | Press release dated August 17, 2026 | |||||||
99.2 | Investor presentation material dated August 17, 2026 | |||||||
| 104.0 | 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. HomeTrust agrees to furnish a supplemental copy of any such omitted Exhibit or Schedule to the SEC upon request.
Forward-Looking Statements
This Current Report, 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 HomeTrust and Blue Ridge 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 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 Current Report 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
3
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 HomeTrust, Blue Ridge 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 HomeTrust and Blue Ridge from ongoing business operations and opportunities on Merger-related matters;
•The outcome of any legal proceedings related to the Merger 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 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 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.
No Offer or Solicitation
This Current Report 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 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 from 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.
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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.
| HOMETRUST BANCSHARES, INC. | |||||||||||
| Date: August 17, 2026 | By: | /s/ Tony J. VunCannon | |||||||||
| Tony J. VunCannon | |||||||||||
| Executive Vice President, Chief Financial Officer, Corporate Secretary and Treasurer | |||||||||||
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1 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.
2 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
3 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;
4 • 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
1 HomeTrust Bancshares, Inc. Expands into Attractive Virginia Markets Through Acquisition of Blue Ridge Bankshares, Inc. August 17, 2026
2 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 the proposed 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 and in 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.
3 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 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 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.
4 One of the Top 50 Community Banks two years in a row - 2023 and 2024 One of the Top 100 Best Banks three years in a row - 2024 - 2026 One of the Top 100 Best U.S. Banks less than $5 billion two years in a row – 2024 and 2025 Our Goal Become a high-performing, regional community bank One of only ten returning banks recognized for consistent earnings growth over the past 10 years, two years in a row – 2025 and 2026 2026
5 The Strategy to Reach Our Goal Become a regionally and nationally recognized ‘Best Place to Work’
6 Transaction Rationale • Relevance: Creates a $7 billion, high-performing regional commercial bank with a market cap greater than $1 billion • Scarcity: The largest of three $5 - $10 billion major-exchange traded banks in the Southeast • Expansion: Provides market expansion with scale in attractive Virginia markets, positioning HTB for future growth Strategically Compelling • Significant EPS accretion with manageable tangible book value dilution (~8%) and earnback (3.25 years) 2,3 • Enhances top quartile pro forma profitability compared to peers • Leverages our infrastructure with our pro forma efficiency ratio moving to ~50% • Pro forma ROATCE of 15.6%¹ • Ability to remix security and loan portfolios to achieve higher yields Financially Attractive • 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 • 13% CET1 ratio supports organic growth and provides flexibility for continued capital management, including share repurchases • Award-winning culture and employer of choice Well-Positioned for Future Success 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. Combined Highlights $7B+ $5.7B $5.7B ~30% 1.70% $1.2B Assets Loans Deposits Fully Phased 2027E EPS Accretion1 Fully Phased 2027E ROAA1 Pro Forma Market Cap Building the Premier Community Bank Through a Compelling Strategic Combination
7 Focused Expansion in our Southeast Footprint HomeTrust Locations Blue Ridge Locations Charlottesville Richmond Charlotte Asheville Johnson City Charleston Atlanta Raleigh Norfolk | 27 Branches; 1 LPO | 33 Branches; 1 LPO Greenville Roanoke 2. North Carolina 3. Virginia 7. Georgia 9. Tennessee 23. South Carolina Pro Forma Deposits by State1 June 30, 2026 $2,183North Carolina $1,998Virginia $542Tennessee $287Georgia $142South Carolina $5,152Total 2026 1) Excludes brokered deposits Source: Company records
8 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 • Holders of ~25% of BRBS warrants have agreed to exchange them for HTB common stock, while 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 Transaction Structure • $4.28 per BRBS share • $448.1 million in aggregate transaction value • Price / TBVPS of 140%2 • Price / 2027E EPS of 21.4x • Price / 2027E EPS + cost savings of 9.6x Transaction Value & Multiples¹ • 11 directors – 9 from HTB, 2 from BRBS • HTB executive team will continue leading the combined company Board & Management • Anticipated closing in early Q1 2027 • Subject to regulatory approval; HTB and BRBS shareholder approvals 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
9 Pro Forma Financial Impact TBVPS Dilution² TBV Earnback3 EPS Acceleration4 ’27E EPS Accretion 23.2% Run-rate EPS Accretion¹ 29.8% (8.3%) 3.25 yrs >4 yrs Earnings & TBV Impact ’27E ROAA1 1.70% ’27E ROATCE1 15.6% ’27E Efficiency Ratio1 49.3% Enhanced Profitability Strong Capital CET1 TRBCTCE / TA 11.3% Leverage 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. 4) The number of years of EPS pull-forward through EPS accretion as compared to a standalone growth rate.
10 Pro Forma Performance vs. Peers $5B - $10B Asset Major-Exchange Traded Banks in the Southeast and Mid-Atlantic 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 2027E ROAA 2027E Implied ROATCE 2027E Efficiency Ratio
11 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
12 Overview of Blue Ridge Bankshares, Inc. (BRBS) 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 $10 billion in total assets, excluding those with a material presence in the Washington-Alexandria, DC-VA-MD-WV MSA. Note: Deposit market share data as of June 30, 2025 Source: S&P Global Market Intelligence, Company filings Deposit Market Share in Virginia2 June 30, 2025 Total Dep. ($M) Total Dep. In VA Mkt ($M) Total Branches (#)Institution VA Market Rank $4,230$3,51966Carter Bankshares, Inc.1 $3,573$3,00432First Bancorp.2 $2,261$2,26132C&F Financial Corporation3 $2,045$2,01827Blue Ridge Bankshares, Inc.4 $3,025$98165First Community Bankshares, Inc.5 • Founded in 1893 • Headquartered in Richmond, VA • Top 5 community bank franchise in Virginia1 Company Profile • Completed Regulatory Remediation: After receiving a consent order from the OCC in January 2024, BRBS remediated all identified issues, and the order was released in November 2025. • Strengthened Balance Sheet: BRBS successfully de-risked the Company by reducing problem assets, eliminating all fintech and 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, driven by a focused back-office expense reduction initiative as regulatory remediation efforts were completed. • Returned Capital to Shareholders: BRBS raised $160 million of capital in May 2024 as part of its response to the consent order. Since being released from that order, BRBS has returned $77 million of capital to shareholders through special dividends. Demonstrated Results After Receiving Consent Order $2.3B Total Assets $1.9B Total Loans $1.9B Total Deposits 11.8% TCE / TA 28 Financial Centers Top 3 Richmond Deposit Market Share1
13 A Rare Opportunity to Add Scale in Virginia One of a shrinking set of independent, scaled Virginia institutions 58 Banks and thrifts Headquartered in Virginia 46 Excluding those with D.C.-area exposure 6 With $2–$10B 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 Blue Ridge ranked 4th of the six on total Virginia deposits — among the last remaining independent banks of comparable scale in the Commonwealth A structurally harder opportunity to repeat Each completed transaction further narrows the field of scaled, independent Virginia targets available to any acquirer, HTB included Greater capacity to invest and compete Pro forma scale of ~$7B in assets gives HTB the lending capacity and infrastructure that sub-scale independents in these markets cannot match Entry into three of Virginia's strongest markets Richmond, Charlottesville and Hampton Roads rank among the state's highest-growth, highest-income metro economies 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.
14 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 Source: S&P Global Market Intelligence, FactSet Note: Market data as of August 14, 2026 0.32% 0.42% 0.40% 0.25% 0.80% 0.63% 0.42% 1.01% 1.16% 1.23% 1.46% 1.45% 235% 90% HomeTrust Bancshares, Inc. NASDAQ Regional Bank Index
15 Key Transaction Assumptions • 45%+ of BRBS’s non-interest expense (75% phased-in in 2027E, 100% thereafter) • Revenue synergies expected but not included in the modeling Cost Savings / 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 • Excludes double count / Day 2 CECL allowance Gross Credit Marks • $51.0 million, or 2.6% of BRBS’s loan portfolio, amortized over 4.0 years using the sum-of-years’ digits method Interest Rate Mark on Loans • 2.75% of non-time deposits to be amortized over 10.0 years using the sum-of-years’ digits method Core Deposit Intangible • $46.4 million mark on AFS securities to be accreted over 4.6 years using the sum-of-years’ digits method • $4.2 million mark-up on fixed assets to be amortized over 30 years using the straight-line method • $3.9 million write-down of liabilities Other Purchase Accounting Marks
16 Summary Continuation of HTB’s strategic initiative to invest in high-growth markets, expanding our presence in Virginia HTB’s history of transformation from a thrift to a highly profitable commercial bank provides a roadmap for delivering shareholder value through the combination Diversified loan portfolio with an improving credit profile Brings talented and experienced individuals to the HTB team Favorable transaction metrics – meaningful EPS accretion, manageable TBV dilution and earnback period 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’ ANDand
17 Appendix
18 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: • 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 Finance and Accounting Reporting Legal Audit Lending Quality Risk Management Asset Quality Loan & Deposit Operations Fundings Tax Technology Human Resources
19 Pro Forma Loan and Deposit Composition Lo an C om po si tio n $1.9B Total $3.6B Total $3.6B Total $1.9B Total Yield on Loans: 6.12% Yield on Loans: 5.54% Cost of Deposits: 1.73% Cost of Deposits: 2.25% $5.5B Total $5.5B Total Yield on Loans: 5.92% Cost of Deposits: 1.91% Pro Forma D ep os it C om po si tio n Note: Financial data as of or for the quarter ending June 30, 2026. Source: Company filings
20 Pro Forma Net Income and EPS Reconciliation 2027 Earnings Per Share Goodwill Reconciliation Note: Dollars in millions, except per share values
21 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