Blue Ridge Bankshares to be acquired by HomeTrust Bancshares in stock deal

What happened

Blue Ridge Bankshares, Inc. (BRBS), a Virginia bank holding company, has agreed to be acquired by HomeTrust Bancshares, Inc. (HTB), a North Carolina-based bank holding company. The merger was announced on August 17, 2026, after the companies' boards unanimously approved an Agreement and Plan of Merger dated August 16, 2026.

Under the deal, each share of Blue Ridge common stock will be converted into 0.086 of a share of HomeTrust common stock, plus cash for any fractional shares. The transaction is expected to close in the first quarter of 2027, subject to shareholder and regulatory approvals.

Following the merger, Blue Ridge's bank subsidiary, Blue Ridge Bank, National Association, will merge into HomeTrust Bank, with HomeTrust Bank as the surviving entity. The deal also includes provisions for Blue Ridge stock options, restricted stock, and warrants, with certain warrants to be cashed out or assumed.

Blue Ridge shares rose 8.4% to $4.00 on August 17, 2026, on volume more than 20 times the average, reflecting investor reaction to the announcement.

The filing

The announcement came via a Form 8-K filed by HomeTrust Bancshares with the SEC on August 17, 2026. The filing is marked as a Rule 425 communication, which is a type of written communication related to a merger or acquisition made under the Securities Act.

Although the filing is from HomeTrust, it discloses the full terms of the merger agreement affecting Blue Ridge shareholders. The filing also attaches the merger agreement, a joint press release, and investor presentation materials.

The merger agreement includes a termination fee of $18.0 million payable by either party under certain circumstances. It also requires Blue Ridge to call a shareholder meeting to approve the deal, with its board recommending approval. HomeTrust's board similarly recommends that its stockholders approve the issuance of shares in the merger.

The deal is currently expected to close in the first quarter of 2027, according to the filing.

What this means

A Form 8-K is a current report that public companies must file with the SEC to announce major events that shareholders should know about. Here, HomeTrust used it to disclose the signing of a merger agreement, which is a material corporate event.

The Rule 425 designation indicates this filing also serves as a written communication related to the merger, often used to provide additional information to shareholders before they vote.

The exchange ratio means Blue Ridge shareholders will receive a fixed number of HomeTrust shares for each Blue Ridge share they own. Because the ratio is fixed, the value of the deal will fluctuate with HomeTrust's stock price until closing. The share price jump for Blue Ridge reflects the market pricing in the deal's value relative to the pre-announcement price.

The merger is still subject to approval by both companies' shareholders and banking regulators. If all conditions are met, the deal will close, and Blue Ridge shares will cease trading on the NYSE American (or wherever they are listed) and be converted into HomeTrust shares. Until then, Blue Ridge will operate as a separate company.

For context, Blue Ridge Bankshares is a bank holding company headquartered in Virginia, with its primary subsidiary being Blue Ridge Bank. HomeTrust Bancshares is headquartered in Asheville, North Carolina, and operates HomeTrust Bank. The merger would combine the two community banking franchises.