HomeTrust to Buy Blue Ridge Bankshares in $448.1 Million All-Stock Deal

by Maya Okafor · August 17, 2026

Deals & Listings Reporter, The SmallCap Signal

HomeTrust Bancshares, Inc. (NYSE: HTB) and Blue Ridge Bankshares, Inc. (NYSE American: BRBS) said Monday they have agreed to a merger under which HomeTrust will acquire Blue Ridge in an all-stock transaction valued at approximately $448.1 million. The joint release, datelined Asheville, N.C. and Richmond, Va. on Aug. 17, 2026, states that Blue Ridge shareholders will receive 0.086 of a share of HomeTrust common stock for each Blue Ridge share, and that based on HomeTrust's five-day volume-weighted average price of approximately $49.82 per share on Aug. 14, 2026, the transaction would result in aggregate consideration of $448.1 million, or $4.28 per share.

The release does not state a premium and does not benchmark $4.28 against any prior price. Two of Blue Ridge's own published numbers are worth setting beside it, with the caveat that neither is a like-for-like benchmark and that no source consulted here — and nothing in this article — characterizes the price as adequate or inadequate: the $2.50 price in the bank's 2024 private placement, and the tangible book value per share it published a week ago.

Start with the placement. According to Blue Ridge's April 3, 2024 release announcing the signing, closing and funding of $150 million of amended and restated purchase agreements, the company sold 3.4 million new common shares at a price of $2.50 per share, along with 14,150 shares of convertible Series B or Series C preferred stock and 7,383 warrants to purchase convertible preferred. Assuming conversion, the release said, the company would have issued 60 million common and common-equivalent shares at a $2.50 price and would have approximately 29.5 million common stock warrants outstanding with a $2.50 strike. It names Kenneth R. Lehman and Castle Creek Capital Partners VIII L.P. among the investors, alongside other new and existing institutional investors and certain Blue Ridge directors and officers, and says the capital would support repositioning business lines, organic growth and enhancing the bank's capital levels, including complying with the capital ratios set forth in the then-outstanding Consent Order issued by the Office of the Comptroller of the Currency. Monday's $4.28 is 71% above $2.50 in units of dollars per common share. That arithmetic is not a return: the 2024 price was a negotiated private-placement price for a package that also included preferred stock and warrants, Monday's figure is a floating stock-for-stock equivalent set two years and four months later, and neither company has published a comparison between the two.

Now tangible book. Blue Ridge reported second-quarter results on July 28 and published a revised version on Aug. 10. In the July 28 release, book value per common share was $3.12 and tangible book value per common share was $3.10, with a net loss of $0.2 million, or $0.00 per diluted common share. The Aug. 10 revision puts book value at $3.11 and tangible book value at $3.09 as of June 30, 2026, with a net loss of $1.3 million, or $(0.01) per diluted common share. By our arithmetic, $4.28 against $3.09 of tangible book is about 1.39 times. That is a computation, not a verdict: neither company published a price-to-tangible-book multiple, and the merger release does not disclose the credit mark HomeTrust intends to take, which is what would move the pro forma version of that ratio.

The revision itself is on the record. The Aug. 10 release states that a commercial borrower with loans outstanding totaling $11.4 million reported that its business had ceased operations, and that the company revised its estimate of expected credit losses associated with those loans. The release characterizes them as out-of-market loans originated prior to 2024 by the company's former government guaranteed lending team. The revision moved tangible book value per share by one cent and the quarterly bottom line by about $1.1 million.

Blue Ridge's interim chief executive addressed the bank's history directly in Monday's release. "Blue Ridge has successfully completed a clean-up of legacy challenges and repositioned itself for profitability and growth," said Harry Golliday, Interim President and CEO. "HomeTrust's own transformation from a legacy thrift into a high-performing commercial bank provides a proven roadmap, product suite and talent base to accelerate Blue Ridge's next chapter of success. I am excited for our customers to become part of the HomeTrust organization, which is dedicated to being a great regional community bank, and for our associates to belong to the strategy of being a 'best place to work.'" The loans behind the Aug. 10 revision are, by the company's own account, part of that legacy book: it dates them to originations before 2024 by a lending team it no longer has.

Golliday's title is part of the picture: Blue Ridge is selling with an interim chief executive in the chair. A March 12, 2026 release from the company says G. William Beale retired effective March 6, 2026, and that Golliday, then executive vice president and chief credit officer, was appointed interim chief executive officer and president of the company and interim chief executive officer of the bank. "I was hired out of retirement to do a job, and that job is now done," Beale said in that release. "I'm proud of all we have accomplished during my time at the Bank, but I turned 76 last December, and it is time for me to return to retired life." Chairman Vance H. Spilman said the board wanted to thank Beale for the job he had done on behalf of employees, shareholders and customers, "most notably overseeing the Bank's exit from the OCC Consent Order and our return to profitability." The release does not announce a search for a permanent chief executive.

The $448.1 million headline covers more than Blue Ridge's common stock. Blue Ridge reported 89,655,211 shares issued and outstanding at June 30; at $4.28 the common alone is worth about $383.7 million. The release does not break out what the rest of the consideration is attached to, and this article does not attempt to allocate it. One check does hold against an independent input: $448.1 million at the $49.82 reference price implies roughly 9.0 million new HomeTrust shares, which against the 16,727,821 HomeTrust shares outstanding at June 30 produces a split of about 35% to Blue Ridge holders — the figure the release gives.

The warrants get explicit treatment. The release states that holders of approximately 25% of Blue Ridge's outstanding warrants have agreed to exchange their warrants for HomeTrust common stock, and that the remaining holders have the right to do the same or to have their warrants rolled into newly issued HomeTrust warrants. It does not disclose the exchange terms or a current warrant count. The overhang dates to the 2024 placement, which Blue Ridge said would leave approximately 29.5 million common stock warrants outstanding at a $2.50 strike.

The target is large relative to the buyer. HomeTrust's July 23, 2026 second-quarter release reports total assets of $4.44 billion at June 30, total deposits of $3.61 billion, net income of $15.6 million and diluted earnings of $0.94 per share for the three months ended June 30, a net interest margin of 4.41% (4.45% on a tax-equivalent basis), an annualized return on average assets of 1.46%, and a declared quarterly dividend of $0.15 per share. Blue Ridge's Aug. 10 release puts its own total assets at $2.327 billion and deposits at $1.862 billion, with a net interest margin of 2.91%. Blue Ridge's balance sheet is a little over half the size of HomeTrust's. Both margin figures are for the quarter ended June 30, 2026 and both are stated without a tax-equivalent adjustment, so the roughly 150 basis point gap is a like-for-like comparison of the two banks' reported margins.

The deal math HomeTrust published is compact and leans on synergies it has not sized. The release says the transaction is expected to close early in the first quarter of 2027 and to be accretive to earnings per share by approximately 30% assuming anticipated cost savings are fully achieved beginning in 2028, with dilution to tangible book value per share of approximately 8.3% at closing and an earn-back period of approximately 3.25 years. It does not disclose a dollar figure for the cost savings, a credit mark, restructuring charges, or pro forma regulatory capital ratios — the inputs that would let an outside reader rebuild those three numbers. Blue Ridge's standalone capital position, per the Aug. 10 release, includes a tangible common equity to tangible total assets ratio of 11.8%, a Tier 1 leverage ratio of 11.23%, a common equity Tier 1 ratio of 15.10% and a total risk-based capital ratio of 16.36%.

The companies describe the combination as creating a commercial bank with over $7 billion in assets and over 60 locations across the Southeast. That is a description of the bank they expect to create, not of the June 30 balance sheets, which sum to about $6.8 billion; closing is not expected until early in the first quarter of 2027, leaving two more quarters of balance-sheet movement in between. Two Blue Ridge directors will join HomeTrust's board. The transaction requires regulatory approvals and the approval of both HomeTrust stockholders and Blue Ridge shareholders, along with customary closing conditions. Piper Sandler & Co. is financial adviser to HomeTrust with Silver Freedman, Taff & Tiernan LLP as legal counsel; Stephens Inc. is financial adviser to Blue Ridge with Williams Mullen as legal counsel.

Two risks are structural rather than editorial. First, the consideration is HomeTrust stock at a stated ratio, so $4.28 is a snapshot rather than a floor: it moves with HomeTrust's share price between now and closing, and the release anchors it to a five-day average through Aug. 14 rather than to any single session's close. Second, the deal requires bank regulators to approve a buyer absorbing an institution that operated under an OCC Consent Order until its exit — a history Blue Ridge's own March 2026 release records, in its chairman's words, and one Monday's release does not mention.

HomeTrust's chief executive framed the transaction around geography and franchise. "We are thrilled about the proposed combination with Blue Ridge and welcoming their team and customers to HomeTrust," said C. Hunter Westbrook, President and CEO of HomeTrust. "This represents a compelling opportunity to further expand our presence in the attractive Virginia market and accelerate our growth strategy. Blue Ridge brings a strong deposit franchise, a growing commercial loan portfolio, and deep local relationships that complement our existing footprint and capabilities. With our award-winning culture, combined size and capital strength, we are creating a more profitable, resilient, and relevant regional commercial bank, with top quartile earnings and continued recognition as an employer of choice."