Blue Ridge Bankshares, Inc. filed an 8-K with the SEC on August 17, 2026, disclosing that it entered into an Agreement and Plan of Merger with HomeTrust Bancshares, Inc. on August 16, 2026.

Key Highlights

  • Exchange ratio: Each share of Blue Ridge common stock will be converted into the right to receive 0.086 of a share of HomeTrust common stock, plus cash in lieu of any fractional shares.
  • Unanimous board approval: The Merger Agreement was unanimously approved by the boards of directors of both Blue Ridge and HomeTrust.
  • Expected closing: The Merger is currently expected to be completed in the first quarter of 2027.
  • Termination fee: A termination fee of $18.0 million will be payable by HomeTrust or Blue Ridge upon termination of the Merger Agreement under certain circumstances.
  • Bank subsidiary merger: Blue Ridge Bank, National Association will merge with and into HomeTrust Bank immediately following the completion of the second-step merger.
  • Board representation: HomeTrust will appoint two mutually agreed upon Blue Ridge board members as HomeTrust directors at the effective time of the Merger.

Blue Ridge and HomeTrust Merger Agreement: Key Terms and Structure

According to the filing, Kinloch Merger Sub, Inc., a wholly owned subsidiary of HomeTrust, will first merge with and into Blue Ridge, with Blue Ridge continuing as the surviving corporation. Immediately following that step, Blue Ridge will merge with and into HomeTrust, with HomeTrust as the surviving corporation. At the same time, Blue Ridge Bank, National Association will merge with and into HomeTrust Bank, the wholly owned bank subsidiary of HomeTrust, with HomeTrust Bank as the surviving bank.

The filing discloses that each in-the-money Blue Ridge stock option outstanding immediately prior to the effective time will be cancelled in exchange for a cash payment based on the product of the number of underlying shares and the excess of the HomeTrust average closing price for the five consecutive trading days prior to closing multiplied by the Exchange Ratio over the option exercise price, less required tax withholding. Out-of-the-money Blue Ridge stock options will be cancelled for no consideration. Time-vesting unvested restricted shares of Blue Ridge common stock will fully vest and receive the Merger Consideration, while performance-vesting restricted stock awards will convert into time-based HomeTrust restricted stock awards, with share counts determined using the Exchange Ratio.

The filing also discloses that concurrent with signing, Blue Ridge entered into a warrant conversion agreement with one existing warrant holder, providing for automatic cashless exercise immediately prior to the effective time. Other Blue Ridge warrant holders must elect cashless exercise by executing a warrant conversion agreement on or before September 19, 2026. Blue Ridge is required to provide written notice to those other holders no later than August 31, 2026. Any warrants for which holders have not executed conversion agreements will be assumed by HomeTrust at the effective time. Completion of the Merger is subject to approval by Blue Ridge shareholders, approval of the HomeTrust share issuance by HomeTrust stockholders, and required regulatory approvals. The Merger Agreement may be terminated if the Merger is not consummated by August 16, 2027.

What Was Disclosed

Blue Ridge Bankshares (NYSE American:BRBS) disclosed the execution of a merger agreement with HomeTrust Bancshares on August 16, 2026, under which Blue Ridge shareholders would receive 0.086 HomeTrust shares per Blue Ridge share, with closing targeted for the first quarter of 2027.