HomeTrust Bancshares Announces Merger with Blue Ridge Bankshares

What Happened
HomeTrust Bancshares, Inc. (HomeTrust) and Blue Ridge Bankshares, Inc. (Blue Ridge) entered into a definitive Agreement and Plan of Merger dated August 16, 2026. The transaction is a two-step stock merger in which a HomeTrust subsidiary will first merge into Blue Ridge, followed by Blue Ridge merging into HomeTrust; the banks (Blue Ridge Bank, N.A. and HomeTrust Bank) will also be merged with HomeTrust Bank as the surviving bank. At the Effective Time, each outstanding Blue Ridge common share (subject to exceptions) will convert into 0.086 shares of HomeTrust common stock, plus cash in lieu of fractional shares. The merger is expected to close in the first quarter of 2027, subject to shareholder approvals and required regulatory consents.

Key Details

• Merger Agreement signed August 16, 2026; both boards unanimously approved.
• Exchange Ratio: 0.086 shares of HomeTrust common stock per share of Blue Ridge common stock; fractional shares paid in cash.
• Warrant treatment: one warrant holder entered a cashless exercise agreement on Aug 16, 2026; other warrant holders may elect the same by Sept 19, 2026; unexercised warrants will be assumed by HomeTrust at closing.
• Equity‑based awards: in‑the‑money Blue Ridge options will be cashed out based on the 5‑day average HomeTrust price × Exchange Ratio less exercise price; out‑of‑the‑money options cancelled for no consideration. Time‑vesting restricted shares fully vest and convert to merger consideration; performance‑vesting awards convert to time‑based HomeTrust awards based on full performance and the Exchange Ratio.
• Termination fee: $18.0 million may be payable by the terminating party in certain circumstances. HomeTrust will add two mutually agreed Blue Ridge directors to its board at closing.

Why It Matters
This is a stock‑for‑stock combination that will dilute HomeTrust equity based on the exchange ratio and will affect outstanding warrants, options and restricted awards of Blue Ridge. The deal requires Blue Ridge shareholder approval and HomeTrust stockholder approval for the issuance of HomeTrust shares, plus customary bank regulatory approvals—any of which could delay or prevent closing. The $18 million termination fee, vesting and option cash‑outs, and the assumption or conversion of warrants are material to shareholders, employees and warrant holders and will influence the transaction’s financial and ownership impact once completed.