Blue Ridge Bankshares (BRBS) Proxy filing summary

Executive summary

• HomeTrust Bancshares will acquire Blue Ridge Bankshares in an all-stock transaction valued at approximately $448.1 million, expanding HomeTrust’s footprint into Virginia and creating a $7 billion regional commercial bank with over 60 locations across the Southeast.

• Blue Ridge shareholders will receive 0.086 shares of HomeTrust common stock per Blue Ridge share, with the transaction expected to close in early Q1 2027, subject to regulatory and shareholder approvals.

• The merger is projected to be accretive to earnings per share by about 30% in 2028, with an estimated tangible book value dilution of 8.3% and an earn-back period of 3.25 years.

• Two Blue Ridge directors will join the HomeTrust and HomeTrust Bank boards, and the combined company will be among the largest exchange-traded banks in the region.

Voting matters and shareholder proposals

• Both companies’ boards unanimously approved the merger, which requires approval from shareholders of both entities and regulatory authorities.

• Each director and significant shareholders of Blue Ridge and HomeTrust have executed voting agreements to support the transaction.

• Shareholder meetings will be convened as soon as practicable after the registration statement is effective to vote on the merger.

Board of directors and corporate governance

• Two mutually agreed Blue Ridge directors will join the HomeTrust board, serving staggered terms ending at the 2028 and 2029 annual meetings.

• These directors will also serve on the board of the surviving bank post-merger.