Contract analysis

I. Executive Summary This memorandum provides a comprehensive summary of the transaction involving Belmont Ridge Bank, National Association ("BRB"), a nationally chartered commercial bank (OCC Charter No. 18742), and its issuance of $350,000,000 aggregate principal amount of 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 (the "Notes"). The Notes are being offered in a Rule 144A private placement exclusivel

II. Parties to the Transaction A. Issuer — Belmont Ridge Bank, National Association The issuer of the Notes is Belmont Ridge Bank, National Association, a national banking association organized and existing under the National Bank Act, as amended (12 U.S.C. § 21 et seq.). BRB's full legal name is "Belmont Ridge Bank, National Association," and it is chartered by the OCC under Charter No. 18742. BRB's RSSD ID is 28473

1. Wainwright Zanthor & Co., LLC — Lead Initial Purchaser and Lead Bookrunner Wainwright Zanthor & Co., LLC ("Wainwright Zanthor") is serving as the Lead Initial Purchaser and Lead Bookrunner for the offering. Wainwright Zanthor is a Delaware limited liability company, an SEC-registered broker-dealer, and a member of the Financial Industry Regulatory Authority ("FINRA"). Its principal office is located at 383 Madison

2. Redstone Capital Markets LLC — Co-Manager / Initial Purchaser Redstone Capital Markets LLC ("Redstone") is serving as a Co-Manager and Initial Purchaser. Redstone is a Delaware limited liability company and an SEC-registered broker-dealer. Its principal office is located at 200 Park Avenue, Suite 4500, New York, NY 10166. Redstone has been allocated 25% of the total Initial Purchasers' discount, equaling $568,750.

3. Kensington Hale Securities Inc. — Co-Manager / Initial Purchaser Kensington Hale Securities Inc. ("Kensington Hale") is serving as a Co-Manager and Initial Purchaser. Kensington Hale is a New York corporation and an SEC-registered broker-dealer. Its principal office is located at One World Financial Center, Suite 2700, New York, NY 10281. Kensington Hale has been allocated 15% of the total Initial Purchasers' disc

1. Issuer's Counsel — Calderwood & Harkness LLP Calderwood & Harkness LLP is serving as counsel to BRB, the issuer, in connection with this offering. Our offices are located at One Liberty Plaza, 52nd Floor, New York, NY 10006. The engagement team is as follows: • Vivienne St. Claire — Responsible Partner • Robert Adeyemi — Billing Partner • Eric Johannsen — Lead Associate • Claire Dempsey — Working Associate • Leona

2. Initial Purchasers' Counsel — Pennfield & Associates LLP Pennfield & Associates LLP ("Pennfield") is serving as counsel to the Initial Purchasers. Pennfield's offices are located at 1585 Broadway, 30th Floor, New York, NY 10036. The lead partner on this matter is Thomas R. Kessler, and the lead associate is Nadia Volkov. Pennfield is responsible for delivering the Initial Purchasers' counsel opinion at closing, an

1. Meridian Ratings Group, Inc. Meridian Ratings Group, Inc. ("Meridian") is a Delaware corporation and an SEC-registered NRSRO. Its offices are located at 55 Water Street, New York, NY 10041. The lead analyst assigned to BRB is Kenji Okamura. Meridian has assigned a rating of BBB with a stable outlook to the Notes.

2. Archer Bond Analytics LLC Archer Bond Analytics LLC ("Archer") is a Delaware limited liability company and an SEC-registered NRSRO. Its offices are located at 111 South Wacker Drive, Suite 3200, Chicago, IL 60606. The lead analyst assigned to BRB is Rebecca Lin-Torres. Archer has assigned a rating of Baa2 with a stable outlook to the Notes. Both ratings were received on January 22, 2026, following formal rating ag

III. Key Economic Terms of the Notes A. Description of the Notes The Notes are formally designated as the "6.750% Fixed-to-Floating Rate Subordinated Notes due 2036" of Belmont Ridge Bank, National Association. The aggregate principal amount of the Notes being issued is $350,000,000. The Notes have been assigned CUSIP No. 082651 AB7 and ISIN No. US082651AB73. The Notes will be issued in the form of one or more global

IV. Existing Subordinated Debt BRB has one series of subordinated notes currently outstanding: 5.250% Subordinated Notes due 2027 The existing 2027 notes are currently callable at par, as the first call date of November 15, 2022 has passed. Under the terms of the Notes being issued in this transaction, the new Notes will rank pari passu with the existing 2027 notes for so long as both series remain outstanding. BRB m

V. Fees and Expenses A. Initial Purchasers' discount The aggregate Initial Purchasers' discount for this offering is $2,275,000, representing 0.650% of the aggregate principal amount of $350,000,000. The discount is allocated among the Initial Purchasers as follows: The discount is payable to the Initial Purchasers at closing from the gross proceeds of the offering. The discount will be deducted from the aggregate pu

VI. Transaction Timeline The following table sets forth the key dates and events in the transaction timeline, from engagement through maturity: The engagement team should note that the closing timeline is compressed, with only three business days between pricing and settlement. All closing deliverables — including legal opinions, officer and secretary certificates, comfort letters, and funds flow memoranda — must be

VII. Transaction Documents A. Core Transaction Documents The following constitutes a summary of the core transaction documents being prepared, negotiated, and delivered in connection with this offering:

1. Indenture. The Indenture will be dated as of February 24, 2026, between Belmont Ridge Bank, National Association, as Issuer, and Brindoval Trust Company, National Association, as Trustee. The Indenture is the primary governing agreement for the Notes and sets forth all terms and conditions relating to the Notes, including the interest rate, maturity, redemption provisions, subordination mechanics, events of defaul

2. Officers' Certificate Establishing the Notes. Pursuant to the terms of the Indenture, an Officers' Certificate will be delivered establishing the specific terms, form, and conditions of the Notes, including the principal amount, interest rates, interest payment dates, maturity date, CUSIP and ISIN numbers, denominations, optional redemption terms, and the form of the Global Note. The Officers' Certificate will be

3. Form of Rule 144A Global Note. The Global Note will represent $350,000,000 aggregate principal amount of Notes. The form of the Global Note is attached as an exhibit to the Indenture and includes the transfer restriction legend required for securities sold in reliance on Rule 144A under the Securities Act. The legend restricts resale of the Notes to QIBs or in other transactions exempt from the registration requir

4. Purchase Agreement. The Purchase Agreement was dated and signed on February 19, 2026, among Belmont Ridge Bank, National Association, as Issuer, Wainwright Zanthor & Co., LLC, as Representative of the Initial Purchasers, Redstone Capital Markets LLC, and Kensington Hale Securities Inc. The Purchase Agreement sets forth the obligation of the Initial Purchasers to purchase the Notes at the agreed purchase price (99.

5. Registration Rights Agreement. The Registration Rights Agreement will be dated February 24, 2026, among Belmont Ridge Bank, National Association, and the Initial Purchasers. This agreement provides for BRB's obligation to either (a) file a shelf registration statement with the SEC or (b) conduct a registered exchange offer, in either case within specified time periods following the Closing Date. The agreement incl

6. Final Confidential Offering Memorandum. The Final Confidential Offering Memorandum is dated February 19, 2026 (the Pricing Date) and is the principal disclosure document for the offering. It contains a detailed description of BRB and BRFG, including their financial condition, results of operations, business, risk factors, regulatory environment, and the terms of the Notes. The Offering Memorandum was prepared by C

7. Preliminary Confidential Offering Memorandum. The Preliminary Confidential Offering Memorandum is dated February 14, 2026 and was used during the investor roadshow and marketing period prior to pricing. The Preliminary Offering Memorandum was substantially similar to the Final Offering Memorandum but did not include pricing-specific information (e.g., issue price, coupon, spread, aggregate principal amount).

8. Pricing Term Sheet. The Pricing Term Sheet is dated February 19, 2026 and was distributed to prospective investors at the time of pricing. It sets forth the final pricing terms of the Notes, including the aggregate principal amount, coupon, issue price, spread, maturity date, CUSIP, and settlement date. The Pricing Term Sheet supplements and should be read in conjunction with the Preliminary Confidential Offering

1. Issuer's Counsel Corporate/Securities Opinion (Calderwood & Harkness LLP). C&H will deliver a corporate and securities law opinion addressed to the Initial Purchasers covering, among other things: (a) due organization and valid existence of BRB as a national banking association; (b) corporate authorization of the offering and execution of all transaction documents; (c) valid issuance and enforceability of the Note

2. Issuer's Counsel Tax Opinion (Calderwood & Harkness LLP). C&H will deliver a tax opinion addressed to BRB, opining that, for U.S. federal income tax purposes, the Notes will be treated as indebtedness and not as equity. This opinion is being prepared under the supervision of Leonard Cross and is supported by the separate Tax Analysis Memorandum currently in preparation. The opinion will address relevant factors, i

3. Negative Assurance Letter (10b-5) (Calderwood & Harkness LLP). C&H will deliver a customary negative assurance letter (also known as a "10b-5 letter") addressed to the Initial Purchasers. The letter will state that, based on C&H's participation in the preparation of the Offering Memorandum and without independent investigation, nothing has come to C&H's attention that causes C&H to believe that the Final Confident

4. Trustee's Counsel Opinion. Counsel to Brindoval Trust Company, N.A. will deliver an opinion covering the due organization and authority of the Trustee, the valid execution and delivery of the Indenture by the Trustee, and the enforceability of the Indenture against the Trustee. A form of this opinion has been prepared by C&H and transmitted to Brindoval Trust's counsel for review and comment.

5. Initial Purchasers' Counsel Opinion. Pennfield & Associates LLP will deliver its own opinion addressed to the Initial Purchasers, which is expected to cover matters similar to those addressed in C&H's corporate/securities opinion, including Securities Act exemption, enforceability, and related matters. The scope of Pennfield's opinion is subject to ongoing discussions between the firms.

6. Reliance Letter. C&H will deliver a reliance letter permitting the Initial Purchasers and Pennfield & Associates LLP to rely on C&H's corporate/securities opinion and negative assurance letter as if such documents were addressed directly to them. C. Closing Deliverables The following closing deliverables are required to be delivered at or prior to closing on February 24, 2026:

1. Officer's Certificate (Bring-Down of Representations). An officer's certificate will be signed by Marcus D. Harrington, CEO, and Priya Narasimhan, CFO, of BRB, confirming that the representations and warranties of BRB set forth in the Purchase Agreement are true and correct as of the Closing Date as though made on and as of such date, and that BRB has complied in all material respects with the agreements and coven

2. Secretary's Certificate. A secretary's certificate will be signed by Diane K. Wexler, General Counsel and Corporate Secretary of BRB, and will attach certified copies of BRB's charter (OCC Charter No. 18742), bylaws, board resolutions authorizing the transaction, and incumbency certificates with specimen signatures of officers authorized to execute the transaction documents.

3. Board Resolutions (BRB). The Board of Directors of BRB has adopted resolutions authorizing the issuance of the Notes, the execution and delivery of the Indenture, Purchase Agreement, Registration Rights Agreement, and all other transaction documents, and the performance by BRB of its obligations thereunder. Certified copies of these resolutions will be attached to the Secretary's Certificate.

4. Board Resolutions (BRFG). The Board of Directors of Belmont Ridge Financial Group, Inc. has adopted resolutions acknowledging and consenting to BRB's issuance of the Notes. Although BRFG is not an obligor on the Notes, these resolutions reflect the holding company's awareness and approval of the subsidiary bank's capital-raising activity, which is customary in bank subordinated debt offerings where the bank is a w

5. Good Standing Certificate (OCC). A certificate of good standing (or equivalent confirmation) will be obtained from the OCC confirming that BRB is in good standing as a national banking association under its charter (OCC Charter No. 18742).

6. Good Standing Certificate (Delaware Secretary of State). A certificate of good standing will be obtained from the Delaware Secretary of State confirming that BRFG is in good standing as a Delaware corporation.

7. DTC Eligibility Letter. A letter from DTC (or from Brindoval Trust as DTC participant) confirming that the Notes bearing CUSIP No. 082651 AB7 are eligible for deposit into and transfer through the DTC book-entry system. The letter will reference Brindoval Trust's DTC Participant No. 0447.

8. Closing Funds Flow Memorandum. A detailed memorandum will be prepared and distributed to all parties prior to closing, setting forth the wire transfer instructions for settlement on February 24, 2026, including the source and destination of all funds, the amounts to be transferred, and the account details for BRB, the Initial Purchasers, and the Trustee.

9. Cross-Receipt. A cross-receipt will be executed and exchanged among BRB, the Initial Purchasers, and the Trustee, evidencing the delivery of the Global Note by BRB (through the Trustee) against payment of the aggregate purchase price by the Initial Purchasers.

10. Comfort Letter. Whitmore & Lathrop, P.C. will deliver a comfort letter in accordance with the professional standards set forth in Statement on Auditing Standards No. 72 and AU-C Section 920. The comfort letter will cover specified financial data included in the Final Confidential Offering Memorandum and will include procedures relating to changes in certain financial statement line items during the "change period

1. OCC Subordinated Debt Notice. BRB filed a notice with the OCC under 12 C.F.R. § 5.47 regarding the proposed issuance of subordinated debt. The notice included a description of the proposed terms of the Notes, the purpose of the issuance, the anticipated use of proceeds, and supporting financial information. The OCC issued a non-objection letter on February 12, 2026, under OCC File No. 2026-SUB-0031, confirming tha

2. OCC Post-Issuance Notification. Following the Closing Date, BRB is required to file a post-issuance notification with the OCC within the applicable period specified by regulation. The post-issuance notification will include the final terms of the Notes, copies of the executed Indenture and Officers' Certificate, and such other information as may be required by the OCC. C&H will assist BRB in preparing and filing t

VIII. Regulatory Matters A. OCC Non-Objection As noted above, BRB filed a notice with the OCC pursuant to 12 C.F.R. § 5.47 regarding its proposed issuance of subordinated debt. Section 5.47 requires a national bank to file written notice with the OCC prior to issuing subordinated debt that the bank intends to include in its regulatory capital. The OCC reviews the notice to confirm that the terms of the proposed issua

IX. Key Legal Issues Identified The following summarizes the key legal issues that have been identified in connection with this transaction and the status of the analysis of each such issue by the C&H engagement team: A. Tier 2 Capital Qualification A central objective of this offering is to issue Notes that qualify as Tier 2 regulatory capital of BRB under 12 C.F.R. Part 3. The applicable requirements for Tier 2 cap

X. Use of Proceeds The net proceeds from the offering (estimated at $345,700,000 after deduction of the Initial Purchasers' discount and estimated offering expenses) will be used by BRB for general corporate purposes. Specifically, BRB has disclosed in the Offering Memorandum that it intends to use the proceeds for the following purposes: General Corporate Purposes. A portion of the net proceeds will be applied to BR

XI. Closing Mechanics — February 24, 2026 The closing of the offering is scheduled for February 24, 2026, and will be conducted in the manner described below. Given the T+3 settlement cycle, all closing deliverables must be finalized and in execution-ready form no later than the morning of the Closing Date. Pre-Closing Call. A pre-closing conference call will be scheduled for the morning of February 24, 2026, to conf

XII. Post-Closing Obligations Following the closing on February 24, 2026, BRB and the C&H engagement team will need to attend to the following post-closing obligations:

1. OCC Post-Issuance Notification Filing. BRB is required to file a post-issuance notification with the OCC within the applicable period following closing. The notification will include the final terms of the Notes and copies of the executed Indenture, Officers' Certificate, and such other information as may be required. C&H will prepare the notification for BRB's review and filing.

2. Delivery of Closing Binders. Physical and electronic closing binders will be prepared and delivered to all parties. The closing binders will contain copies of all executed transaction documents, legal opinions, certificates, regulatory filings, and other closing deliverables. Electronic copies of the closing binders will be distributed via secure file transfer, and physical binders will be shipped to each party's

3. Registration Rights Timeline. The registration rights timeline commences upon closing. The engagement team (under Claire Dempsey's coordination) will monitor the deadlines for filing a shelf registration statement or conducting a registered exchange offer, as applicable, and will advise BRB in advance of each critical date. Failure to meet applicable deadlines would trigger the liquidated damages provisions of the

4. First Interest Payment Date. The first interest payment date on the Notes is September 1, 2026, covering the period from February 24, 2026 (the date of issuance) to September 1, 2026. BRB should ensure that appropriate procedures are in place to make timely interest payments through the Trustee and DTC.

5. Ongoing Reporting Obligations Under the Indenture. The Indenture requires BRB to deliver to the Trustee, on an annual basis, copies of its annual financial statements and compliance certificates confirming BRB's compliance with the terms of the Indenture. BRB'