Blue Ridge Bankshares Files Merger Proxy; Vote Set for Dec. 14

What happened

Blue Ridge Bankshares, Inc. (NYSE American: BRBS), the Richmond, Virginia-based holding company for Blue Ridge Bank, National Association, filed a definitive joint proxy statement/prospectus on November 3, 2026, for its previously announced acquisition by HomeTrust Bancshares, Inc. (NYSE: HTB), a bank holding company based in Asheville, North Carolina.

The two companies signed the merger agreement on August 16, 2026. The filing sets special shareholder meetings for both companies on December 14, 2026: HomeTrust stockholders meet at 10:00 a.m. Eastern at HomeTrust's main office in Asheville, and Blue Ridge shareholders meet at 11:00 a.m. Eastern in a virtual-only webcast. The proxy is first being mailed on or about November 9, 2026.

The filing states that each board unanimously recommends that shareholders vote "FOR" the proposals.

The deal terms

Under the agreement, Blue Ridge shareholders would receive 0.086 of a share of HomeTrust common stock for each Blue Ridge share they own, plus cash in lieu of fractional shares. There is no cash component to the purchase price itself.

The filing states that at HomeTrust's August 14, 2026 closing price of $49.98 — the last trading day before the deal was announced — the exchange ratio was worth about $4.30 per Blue Ridge share. At HomeTrust's October 27, 2026 closing price of $47.14, the last practicable trading day before the proxy date, it was worth about $4.05.

Blue Ridge closed at $3.98 on the price date provided, down 0.75% from the prior close of $4.01.

The filing says HomeTrust expects to issue about 8,314,956 shares to Blue Ridge holders. It estimates former Blue Ridge shareholders would own roughly 35% of HomeTrust after the deal, with existing HomeTrust stockholders owning about 65%. The filing states the companies expect the transaction to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code, so Blue Ridge holders generally would not recognize gain or loss except on cash for fractional shares.

The structure

The deal runs in two corporate steps. First, Kinloch Merger Sub, Inc., a wholly owned HomeTrust subsidiary, merges into Blue Ridge, leaving Blue Ridge as the surviving corporation. Immediately after, Blue Ridge merges into HomeTrust, with HomeTrust as the survivor.

Blue Ridge Bank, National Association would then merge into HomeTrust Bank, with HomeTrust Bank as the surviving bank.

What this means

A DEFM14A is a definitive proxy statement — the final version of the document a public company sends shareholders before a vote. "Definitive" means it is no longer a draft; it is the version that can be voted on. This one is also a prospectus, because HomeTrust is issuing new shares as currency for the deal, so the same document both solicits votes and registers the new stock.

The ballot items differ by company because each side is approving a different piece of the transaction. HomeTrust stockholders are asked to approve the issuance of new HomeTrust shares to Blue Ridge holders, since issuing stock dilutes existing owners and requires a vote. Blue Ridge shareholders are asked to approve the merger agreement itself. The Blue Ridge ballot also includes a non-binding, advisory vote on merger-related compensation for its named executive officers — often called a "golden parachute" vote, required because those payments can be triggered by the deal closing — and a proposal to adjourn the meeting if there are not enough votes.

The exchange ratio is fixed at 0.086, not a fixed dollar amount. That means the value Blue Ridge holders actually receive moves with HomeTrust's stock price between signing and closing — which the filing itself notes when it shows the implied value falling from about $4.30 to about $4.05 as HomeTrust shares moved from $49.98 to $47.14. Blue Ridge holders are, economically, taking HomeTrust stock.

What happens next depends on the votes on December 14, 2026: the filing states the mergers cannot be completed unless both sets of holders approve their respective proposals. The filing does not state a closing date.