Blue Ridge Bankshares Announces Merger with HomeTrust (Exchange Ratio 0.086)

What Happened

• Blue Ridge Bankshares, Inc. (BRBS) and HomeTrust Bancshares, Inc. (HTBI) signed an Agreement and Plan of Merger dated August 16, 2026 (announced Aug 17, 2026). Under the deal, a Kinloch Merger Sub will merge into Blue Ridge, then Blue Ridge will merge into HomeTrust. The boards of both companies unanimously approved the Merger.
• At the closing (expected in Q1 2027), each outstanding Blue Ridge common share (with limited exceptions) will be converted into the right to receive 0.086 shares of HomeTrust common stock (the Exchange Ratio), plus cash in lieu of fractional shares.

Key Details

• Exchange Ratio: 0.086 shares of HomeTrust common stock per Blue Ridge share.
• Timing and approvals: Target close in the first quarter of 2027; subject to Blue Ridge and HomeTrust shareholder approvals and required bank regulatory approvals.
• Warrants & options: A warrant conversion agreement was entered Aug 16, 2026 for one warrant holder (automatic cashless exercise immediately prior to closing); other warrant holders may elect the same conversion by Sept 19, 2026. Unexercised warrants will be assumed by HomeTrust at closing. In‑the‑money Blue Ridge stock options will be cashed out at closing based on HomeTrust’s 5‑day average price × Exchange Ratio (less exercise price and tax withholding); out‑of‑the‑money options are cancelled with no payment.
• Equity awards: Time‑vesting unvested restricted shares will fully vest and receive the Merger Consideration; performance‑vesting awards convert into HomeTrust restricted stock that vests based on time service for remaining performance periods.
• Deal protections and fees: The agreement includes customary covenants and a termination date of Aug 16, 2027; a termination fee of $18.0 million is payable under certain circumstances. HomeTrust will appoint two agreed Blue Ridge directors to HomeTrust’s board at closing.

Why It Matters

• For Blue Ridge shareholders: the transaction will convert BRBS equity into HomeTrust stock at a fixed exchange ratio (0.086) — shareholders should evaluate the combined company, expected timing, and potential tax and cash outcomes for options/warrants. Shareholder votes and regulatory approvals are required, so the deal is not final until those conditions are met.
• For investors tracking regional bank M&A: the merger may affect scale, branch footprint, and potential cost savings if completed, but the filing notes customary integration risks, regulatory risk, and that expected benefits are forward‑looking and not guaranteed. Shareholders should read the forthcoming S-4 / joint proxy statement for full details before voting.