BLUE RIDGE BANKSHARES, INC.

Current report

Because the exchange ratio is fixed and the market price of HomeTrust common stock will fluctuate, holders of the Company’s common stock cannot be certain of the market value of the merger consideration they will receive.

Current report

In the Merger, each share of the Company’s common stock issued and outstanding will be converted into the right to receive 0.086 of a share of HomeTrust common stock. This exchange ratio is fixed and will not be adjusted for changes in the market price of HomeTrust common stock or the Company’s common stock. Changes in the market price of HomeTrust common stock prior to the Merger will affect the market value that holders of the Company’s common stock will receive in the Merger.

Current report

Stock price changes may result from a variety of factors, including general market and economic conditions, impacts and disruptions resulting from changes in HomeTrust’s or the Company’s businesses, operations and prospects and regulatory considerations, many of which are beyond HomeTrust’s or the Company’s control. Therefore, the Company’s shareholders will not know the market value of the consideration that they shareholders will receive until completion of the Merger.

Current report

The companies might not realize the anticipated cost savings and other benefits of the Merger within the expected time frames or at all.

Current report

The success of the Merger will depend in part on the ability of HomeTrust and the Company to realize the cost savings and other benefits expected to result from combining their respective businesses. Achieving these benefits will require effective integration of operations, processes, systems, and personnel. If HomeTrust and the Company are unable to successfully integrate their businesses in a manner that permits the expected efficiencies and cost savings to be realized, the anticipated benefits of the Merger may not be realized fully or at all or may take longer to realize than currently expected. In addition, the amount of actual cost savings and other benefits may be lower than anticipated, and the integration process may involve additional and unforeseen expenses.

Current report

Until completion of the merger, HomeTrust and the Company must continue to operate independently. The integration process could result in the loss of key employees, disruption of ongoing business operations, or inconsistencies in standards, controls, procedures and policies, which could adversely affect the companies’ ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits and cost savings of the Merger. Integration efforts may also divert management attention and resources from ongoing business operations. These integration-related risks could adversely affect both companies during the transition period and could continue to adversely impact the combined company for an undetermined period following completion of the Merger.

Current report

The Company may be unable to retain key personnel while the Merger is pending or after it is completed, which could result in loss of customers and make integration more difficult.

Current report

Until the completion of the Merger, the Company will continue to operate independently. Uncertainty regarding the effects of the Merger on employees, customers, and other stakeholders may adversely affect the Company. Such uncertainty could impair the Company’s ability to attract, retain, or motivate key personnel and could lead customers or business partners to reconsider or change their existing relationships with the Company.

Current report

Retention of certain employees may be particularly challenging during the pendency of the Merger, as employees may be uncertain about their future roles with HomeTrust. Some employees may choose not to remain with their respective organizations while the Merger is pending or with HomeTrust after the Merger is completed. If key employees depart, the Company could experience operational disruptions, loss of institutional knowledge, expertise or other important capabilities, and the loss of existing customers or business relationships. Employee departures may also result in unanticipated recruitment and training costs, and management’s attention may be diverted from integration efforts to hiring and onboarding replacements. The Company may not be able to identify, attract, or retain suitable replacement personnel in a timely manner, which could further impair its operations.

Current report

The Merger Agreement and termination fee provisions may discourage competing acquisition proposals for the Company.

Current report

Until the effective time or earlier termination of the Merger Agreement, the Company is generally prohibited under the Merger Agreement from initiating, soliciting, knowingly encouraging, inducing or knowingly facilitating the making, submission or announcement of any third-party acquisition proposal. While the Company’s board of directors may take certain actions in response to a competing acquisition proposal if it determines in good faith that failing to do so would reasonably likely violate its fiduciary duties, taking such actions could entitle HomeTrust to terminate the Merger Agreement and receive a termination fee of $18.0 million. These provisions, including the termination fee, could discourage other companies from seeking to acquire the Company, even if a third party were willing to propose a transaction that offers greater value to the Company’s shareholders than the merger consideration under the Merger Agreement. They could also result in a competing acquiror proposing a lower per-share price than it otherwise might have offered. In addition, the payment of the termination fee could have an adverse effect on the Company’s financial condition.

Current report

The Merger Agreement subjects the Company to restrictions on its business activities prior to the effective time.

Current report

The Merger Agreement subjects the Company to restrictions on its business activities prior to the effective time. Subject to specified exceptions, the Merger Agreement obligates the Company to, and to cause each of its subsidiaries to, (i) use reasonable efforts to maintain and preserve intact its business organization and advantageous business relationships and (ii) conduct its business in the ordinary course in all material respects. These restrictions could prevent the Company from pursuing certain business opportunities that arise prior to the effective time.

Current report

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated.

Current report

The Merger requires (i) applications for approval to be filed with the Federal Reserve Board and the North Carolina Commissioner of Banks, (ii) an application for approval and a separate notification to be filed with the Virginia State Corporation Commission, Bureau of Financial Institutions, and (iii) a notification to be filed with the Office of the Comptroller of the Currency. Other approvals, waivers, or consents from additional regulators may also be required. Adverse developments in the regulatory standing of HomeTrust or the Company or other factors could delay or prevent the receipt of required approvals.

Current report

Regulators may impose conditions, limitations, obligations, or restrictions on the completion of the Merger, including requirements affecting post-closing operations or the terms of the transactions. While the Company does not expect that any such conditions or changes will be imposed, there can be no assurance that they will not occur. Any such conditions, limitations, obligations, or restrictions could delay completion of the Merger, impose additional costs, materially limit revenues, or reduce the anticipated benefits of the Merger, and could potentially result in delay or abandonment of the Merger. The completion of the Merger is conditioned upon no required regulatory approval containing a condition that would reasonably be expected to have a material adverse effect on HomeTrust after the Merger is completed and the absence of any order, decree or injunction that enjoins or prohibits or makes illegal the consummation of the Merger.

Current report

The Merger is subject to certain closing conditions that, if not satisfied or waived, will result in the Merger not being completed. Termination of the Merger Agreement could negatively affect the Company.

Current report

The Merger is subject to customary conditions to closing, including the receipt of required regulatory approvals, approval by HomeTrust stockholders and approval by the Company’s shareholders. If any condition to closing is not satisfied or waived, to the extent permitted by law, the Merger will not be completed. In addition, if the Merger is not completed by August 16, 2027, either HomeTrust or the Company generally may choose to terminate the Merger Agreement. The parties can also mutually decide to terminate the Merger Agreement at any time. If the Merger is not consummated, the ongoing business, financial condition and results of operations of the Company may be materially adversely affected and the market price the Company’s common stock may decline significantly, particularly to the extent that the current market price reflects a market assumption that the Merger will be consummated. If the consummation of the Merger is delayed for any reason, the business, financial condition, and results of operations of the Company may be materially adversely affected.

Current report

The Company has incurred and will continue to incur substantial expenses in connection with the Merger. If the Merger is not completed, the Company would have to recognize these expenses, including, under certain circumstances, a termination fee, without realizing the expected benefits of the transaction. Any of the foregoing, or other risks arising in connection with the failure of or delay in consummating the Merger, including the diversion of management attention from pursuing other opportunities and the constraints in the Merger Agreement on the Company’s ongoing business during the pendency of the Merger, could have a material adverse effect on the Company’s business, financial condition and results of operations.

Current report

Litigation relating to the Merger could delay and/or enjoin the Merger.

Current report

On October 19, 2026, a purported shareholder of Blue Ridge filed an individual lawsuit against the Company and members of the Company’s board of directors in the United States District Court for the Northern District of Illinois (Bosley v. Blue Ridge Bankshares, Inc. et al. No. 26-cv-12818) alleging, among other things, that the registration statement on Form S-4 in connection with the Merger omits or misrepresents allegedly material information in violation of federal securities laws. This complaint seeks relief enjoining the vote on the Merger and the Merger Agreement, attorneys’ and experts’ fees, and other remedies.

Current report

Additional lawsuits against the Company, HomeTrust and/or the directors and officers of either company in connection with the Merger may be filed. The outcome of the pending and any additional future litigation is uncertain. If any case is not resolved, the lawsuit(s) could prevent or delay completion of the Merger and result in substantial costs to the Company, including any costs associated with the indemnification of directors and officers.

Current report

One of the conditions to the closing of the Merger is that no party to the Merger Agreement shall be subject to any order, decree or injunction issued by a court or agency of competent jurisdiction or a governmental authority that enjoins or prohibits or makes illegal the consummation of the Merger. As such, if plaintiffs are successful in obtaining an injunction prohibiting the completion of the Merger on the agreed-upon terms, then such injunction may prevent the Merger from being completed, or from being completed within the expected timeframe. The defense or settlement of any lawsuit or claim that remains unresolved at the time the Merger are completed may adversely affect the combined company’s business, financial condition, results of operations and cash flows.