BLUE RIDGE BANKSHARES, INC.

false 0000842717 0000842717 2026-08-16 2026-08-16 0000842717 stpr:VA 2026-08-16 2026-08-16 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2026 BLUE RIDGE BANKSHARES, INC. (Exact name of registrant as specified in its charter) Virginia 001-39165 54-1838100 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 1801 Bayberry Court Suite 101 Richmond , Virginia 23226 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (888) 331-6521 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock, no par value BRBS NYSE American Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 1.01 Entry into a Material Definitive Agreement. On August 16, 2026, Blue Ridge Bankshares, Inc., a Virginia corporation (“Blue Ridge”), HomeTrust Bancshares, Inc., a Maryland corporation (“HomeTrust”) and Kinloch Merger Sub, Inc., a Virginia corporation and wholly owned subsidiary of HomeTrust (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into Blue Ridge (the “Merger”), with Blue Ridge continuing as the surviving corporation, and immediately following the Merger, Blue Ridge will merge with and into HomeTrust (the “Second Step Merger”), with HomeTrust continuing as the surviving corporation. Immediately following the Second Step Merger, Blue Ridge Bank, National Association, the wholly owned bank subsidiary of Blue Ridge, will merge with and into HomeTrust Bank, the wholly owned bank subsidiary of HomeTrust, with HomeTrust Bank as the surviving bank. Subject to the terms and conditions of the Merger Agreement, which has been unanimously approved by the boards of directors of both Blue Ridge and HomeTrust, at the effective time of the Merger (the “Effective Time”), each share of Blue Ridge common stock issued and outstanding immediately prior to the Effective Time, subject to limited exceptions, will be converted into the right to receive 0.086 of a share of HomeTrust common stock (the “Exchange Ratio”), plus cash in lieu of any fractional shares (collectively, the “Merger Consideration”). Concurrent with the execution of the Merger Agreement, Blue Ridge has entered into a warrant conversion agreement with a holder of outstanding warrants to purchase Blue Ridge common stock. The warrant conversion agreement provides for the automatic cashless exercise of such warrants immediately prior to the Effective Time. The shares of Blue Ridge common stock issued pursuant to such exercise will be converted into the right to receive the Merger Consideration at the Effective Time. Holders of the remaining outstanding Blue Ridge warrants will be given the same cashless exercise opportunity, which must be elected by executing and delivering a warrant conversion agreement to Blue Ridge on or before September 19, 2026. No later than August 31, 2026, Blue Ridge will provide written notice to holders of Blue Ridge warrants other than the holder that entered into a warrant conversion agreement with Blue Ridge on August 16, 2026, offering such other holders an opportunity to enter into the same form of warrant conversion agreement. At the Effective Time, any outstanding Blue Ridge warrants for which the holders have not executed warrant conversion agreements will automatically be assumed by HomeTrust in accordance with the terms of such Blue Ridge warrants. The form of the warrant conversion agreement is included as Exhibit C to the copy of the Merger Agreement attached hereto as Exhibit 2.1. Each option to purchase shares of Blue Ridge common stock, whether vested or unvested, that is outstanding and in-the-money immediately prior to the Effective Time will be cancelled at the Effective Time in exchange for a cash payment equal to the product of (i) the number of shares of Blue Ridge common stock underlying the option and (ii) the excess, if any, of (1) the average closing price of HomeTrust common stock for the five consecutive trading days prior to the Merger closing date multiplied by the Exchange Ratio over (2) the exercise price of the option, less any required tax withholding. Each Blue Ridge stock option that is outstanding and out-of-the-money immediately prior to the Effective Time will be cancelled at the Effective Time for no consideration or payment. At the Effective Time, each time-vesting only share of Blue Ridge restricted common stock that is outstanding and unvested immediately prior to the Effective Time will fully vest and entitle its holder to receive the Merger Consideration, subject to any required tax withholding. Each performance-vesting Blue Ridge restricted stock award that is outstanding and unvested immediately prior to the Effective Time will automatically convert at the Effective Time into a HomeTrust restricted stock award that is 2 time-based only for future vesting based on the holder’s continuous service through the unexpired performance period(s). The number of shares underlying the converted award will be determined by multiplying (i) the number of shares of Blue Ridge common stock subject to the award immediately prior to the Effective Time that would be earned assuming full performance for the unexpired performance periods by (ii) the Exchange Ratio. The Merger Agreement contains customary representations and warranties from both HomeTrust and Blue Ridge, and each party has agreed to customary covenants, including, among others, covenants relating to (1) the conduct of HomeTrust’s and Blue Ridge’s respective business during the interim period between the execution of the Merger Agreement and the Effective Time, (2) Blue Ridge’s obligation to call a meeting of its shareholders to approve the Merger Agreement and, subject to certain exceptions, that its board of directors recommends that Blue Ridge shareholders vote to approve the Merger Agreement, (3) HomeTrust’s obligation to call a meeting of its stockholders to approve the issuance of HomeTrust common stock in the Merger and, subject to certain exceptions, that its board of directors recommends that HomeTrust stockholders vote to approve such issuance, and (4) Blue Ridge’s non-solicitation obligations regarding alternative acquisition proposals. The completion of the Merger is subject to customary conditions, including approval of the Merger Agreement by the shareholders of Blue Ridge and approval of the issuance of shares of HomeTrust common stock in the Merger by the stockholders of HomeTrust, and the receipt of required regulatory approvals. The Merger is currently