HomeTrust Bancshares, Inc. filed a Form 8-K with the SEC on August 17, 2026, disclosing that on August 16, 2026, it entered into an Agreement and Plan of Merger with Blue Ridge Bankshares, Inc. under which Blue Ridge would be acquired by HomeTrust in an all-stock transaction.

Key Highlights

  • Exchange ratio set at 0.086: 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 fractional shares.
  • Bank subsidiary merger included: Blue Ridge Bank, National Association will merge with and into HomeTrust Bank, with HomeTrust Bank as the surviving bank.
  • Termination fee of $18.0 million: Either HomeTrust or Blue Ridge may owe this fee upon termination under certain specified circumstances.
  • Merger deadline of August 16, 2027: The Merger Agreement may be terminated if the transaction is not completed by that date.
  • Expected closing in first quarter of 2027: The filing states the Merger is currently expected to be completed in the first quarter of 2027.
  • Two Blue Ridge directors to join HomeTrust board: HomeTrust will appoint two mutually agreed upon Blue Ridge board members, serving terms ending at the 2028 and 2029 annual meetings, respectively.
  • Warrant conversion deadline of September 19, 2026: Holders of outstanding Blue Ridge warrants must execute a warrant conversion agreement by that date to participate in the cashless exercise opportunity.

Merger Structure and Equity Instrument Treatment Under the Agreement

According to the filing, HomeTrust Bancshares (NYSE:HTB), a Maryland corporation headquartered in Asheville, North Carolina, entered into an Agreement and Plan of Merger with Blue Ridge Bankshares, Inc., a Virginia corporation, on August 16, 2026. The transaction involves a two-step structure: first, Kinloch Merger Sub, Inc., a wholly owned subsidiary of HomeTrust, will merge with and into Blue Ridge, with Blue Ridge surviving. Immediately after, Blue Ridge will merge with and into HomeTrust, with HomeTrust as the surviving corporation. The boards of directors of both companies unanimously approved the Merger Agreement, according to the filing.

The filing details how various Blue Ridge equity instruments will be handled at closing. In-the-money Blue Ridge stock options, whether vested or unvested, will be cancelled in exchange for a cash payment tied to the Exchange Ratio and the five-day average closing price of HomeTrust common stock prior to closing. Out-of-the-money options will be cancelled for no consideration. Time-vesting restricted shares that are unvested will fully vest and receive the Merger Consideration. Performance-vesting restricted stock awards will convert into time-based HomeTrust restricted stock awards, with the share count determined by applying the Exchange Ratio to the number of Blue Ridge shares that would be earned assuming full performance.

For outstanding Blue Ridge warrants, the filing states that one holder entered into a warrant conversion agreement on August 16, 2026, providing for automatic cashless exercise before closing. HomeTrust will notify other warrant holders no later than August 31, 2026, offering the same option. Warrants for which holders do not execute conversion agreements will be assumed by HomeTrust at the Effective Time. The filing also notes that completion of the Merger requires shareholder approvals from both companies and required regulatory approvals.

What Was Disclosed

HomeTrust Bancshares disclosed the entry into a merger agreement with Blue Ridge Bankshares, including the 0.086 exchange ratio, equity instrument treatment, an $18.0 million termination fee, a first-quarter 2027 expected closing, and plans to add two Blue Ridge directors to the HomeTrust board.