Blue Ridge Bankshares Inc

1. 1

   Blue Ridge Merger Proposal

   ManagementBoard: FOR

   Approve the Agreement and Plan of Merger dated August 16, 2026, under which HomeTrust’s merger subsidiary will merge with and into Blue Ridge, followed immediately by Blue Ridge’s merger with and into HomeTrust, with HomeTrust surviving.

   More detail

   The proposal asks Blue Ridge shareholders to approve the merger agreement with HomeTrust and its wholly owned merger subsidiary. The transaction consists of a first merger in which Merger Sub merges into Blue Ridge, followed immediately by a second-step merger in which Blue Ridge merges into HomeTrust. HomeTrust will survive the second-step merger, and Blue Ridge shareholders will receive 0.086 shares of HomeTrust common stock for each Blue Ridge share, plus cash for fractional shares. The related bank merger will combine Blue Ridge Bank with HomeTrust Bank after the holding-company mergers. Approval is required because the merger agreement conditions closing on the affirmative vote of more than two-thirds of Blue Ridge’s outstanding shares entitled to vote. The board pursued the transaction after evaluating Blue Ridge’s strategic alternatives, including remaining independent and soliciting competing acquisition interest. The board cited the merger consideration, expected ownership of approximately 35% of the combined company, strategic fit, anticipated synergies, tax treatment, regulatory prospects, and the addition of two Blue Ridge directors to HomeTrust’s boards. The board also considered risks including the fixed exchange ratio, integration challenges, regulatory uncertainty, termination protections, litigation, and conflicts arising from director and executive interests. After weighing these factors, the Blue Ridge board unanimously approved the merger agreement and recommends that shareholders vote FOR the proposal.

2. 2

   Blue Ridge Compensation Proposal

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Blue Ridge’s named executive officers in connection with the mergers.

   More detail

   The proposal asks shareholders to approve, on a non-binding advisory basis, merger-related compensation for Blue Ridge’s named executive officers. The vote is required under Section 14A of the Exchange Act and Rule 14a-21(c). The disclosed compensation includes cash severance, accelerated vesting of time-based restricted stock awards, treatment of performance awards, and other benefits tied to a change in control. Under the stated assumptions, estimated payments total approximately $2.20 million for Harry Golliday and approximately $2.26 million for Judy C. Gavant. The arrangements also include termination and liquidation of certain employment agreements immediately after the effective time. Some benefits may be single-trigger, while performance awards may vest based on specified change-in-control or employment conditions. The board is asking shareholders to approve the compensation package because SEC rules require a separate advisory vote on merger-related executive compensation. The vote does not bind Blue Ridge, HomeTrust, or the combined company and does not alter contractual obligations to pay compensation if otherwise payable. The proposal is not a condition to closing, so rejection would not prevent the mergers or eliminate the compensation arrangements. The board nevertheless recommends a FOR vote, consistent with its unanimous recommendation on the overall transaction.

3. 3

   Blue Ridge Adjournment Proposal

   ManagementBoard: FOR

   Authorize the adjournment or postponement of the Blue Ridge special meeting if necessary to solicit additional proxies or provide a supplement or amendment to the proxy statement.

   More detail

   The proposal asks shareholders to authorize adjournment or postponement of the Blue Ridge special meeting. The authority may be used if there are insufficient votes to approve the merger proposal at the scheduled meeting. It may also be used to ensure that a supplement or amendment to the joint proxy statement/prospectus is distributed in a timely manner. If invoked, the adjournment would give the board additional time to solicit proxies, including from shareholders who have already voted. The proposal does not authorize approval of the merger itself and would be voted on separately from the merger proposal. The meeting may be adjourned to another time or place and, under the stated bylaw framework, may be adjourned up to 120 days after the original record date without new notice. Approval requires the votes cast for the proposal to exceed the votes cast against it. Abstentions, broker non-votes, and failures to vote have no effect because they are not counted as votes cast. The board recommends a FOR vote as a procedural measure intended to preserve flexibility and improve the likelihood of obtaining the required merger approval. Approval is not a condition to completion of the first merger.

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When is the Blue Ridge Bankshares Inc 2026 special meeting?

Blue Ridge Bankshares Inc (BRBS) holds its 2026 special shareholder meeting on Monday, December 14, 2026.

What is the record date for the Blue Ridge Bankshares Inc 2026 meeting?

The record date for the Blue Ridge Bankshares Inc 2026 meeting is Friday, October 23, 2026. Shareholders of record on or before that date are eligible to vote.

What proposals will shareholders vote on at the Blue Ridge Bankshares Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Blue Ridge Bankshares Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.