Contract analysis

Section 2.1 — Agreement to Purchase and Sell Subject to the terms and conditions set forth herein, and on the basis of the representations, warranties, and covenants herein contained, the Issuer agrees to issue and sell to each of the Initial Purchasers, and each Initial Purchaser agrees, severally and not jointly, to purchase from the Issuer, on the Closing Date, the aggregate principal amount of Notes set forth opp

Section 2.2 — Payment and Delivery On the Closing Date, payment of the aggregate purchase price of $346,850,000 shall be made by the Initial Purchasers to the Issuer by wire transfer of immediately available funds in United States dollars, to the account designated by the Issuer in writing to the Representative not later than 5:00 p.m. (New York City time) on the business day immediately preceding the Closing Date. W

Section 2.3 — Denominations The Notes shall be issued in minimum denominations of $150,000 and integral multiples of $1,000 in excess thereof. No Note shall be issued or transferred in a principal amount of less than $150,000. SECTION 3 — DESCRIPTION OF THE NOTES (SUMMARY OF TERMS) The following is a summary of the principal terms of the Notes. This summary is qualified in its entirety by reference to the detailed pr

Section 4.1 — Organization and Good Standing The Issuer is a national banking association duly organized, validly existing, and in good standing under the National Bank Act, as evidenced by OCC Charter No. 18742. The Issuer has full corporate power and authority under the National Bank Act, its Articles of Association, and its Bylaws to own, lease, and operate its properties and to conduct its business as presently c

Section 4.2 — Parent Holding Company Belmont Ridge Financial Group, Inc. ("BRFG") is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, with Employer Identification Number 13-4827099. BRFG is a bank holding company registered under the Bank Holding Company Act of 1956, as amended, and is subject to supervision and regulation by the Federal Reserve. BRFG is th

Section 4.3 — Authorization The issuance, sale, and delivery of the Notes, the execution, delivery, and performance of this Agreement, the Indenture, the Registration Rights Agreement, and each other Transaction Document to which the Issuer is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of the Issuer, includ

Section 4.4 — Execution and Delivery; Enforceability This Agreement has been duly executed and delivered by the Issuer and constitutes a valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, fraudulent conveyance, fraudulen

Section 4.5 — No Conflicts The execution, delivery, and performance by the Issuer of the Transaction Documents and the issuance, sale, and delivery of the Notes will not, and the consummation of the transactions contemplated hereby and thereby will not: (a) violate or conflict with the Articles of Association or Bylaws of the Issuer; (b) violate or conflict with any applicable law, statute, rule, regulation, judgment

Section 4.6 — Governmental Approvals No consent, approval, authorization, license, permit, registration, filing, qualification, or order of, with, or from any federal, state, local, or foreign court, governmental authority, regulatory body, or self-regulatory organization is required in connection with the execution, delivery, and performance by the Issuer of the Transaction Documents or the issuance, sale, and deliv

Section 4.7 — Offering Documents (a) The Offering Memorandum, as of its date (February 19, 2026) and as of the Closing Date, does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) The Disclosure Package, as of the Applicable Time, did not

Section 4.8 — Financial Statements (a) The audited financial statements of the Issuer and the audited consolidated financial statements of BRFG and its subsidiaries included or incorporated by reference in the Offering Memorandum present fairly, in all material respects, the financial position of the Issuer and the consolidated financial position of BRFG and its subsidiaries, respectively, as of the dates indicated t

Section 4.9 — Capital Adequacy (a) As of December 31, 2025, the Issuer's regulatory capital ratios were as follows: (i) Common Equity Tier 1 capital ratio of 10.6%, (ii) Tier 1 capital ratio of 11.8%, and (iii) total risk-based capital ratio of 14.2%. Each such ratio was in compliance with all applicable OCC minimum capital adequacy requirements and the capital conservation buffer requirements under 12 C.F.R. Part 3.

Section 4.10 — Existing Subordinated Debt The Issuer has $200,000,000 aggregate principal amount outstanding of its 5.250% Subordinated Notes due 2027 (the "Existing Notes"), issued on November 15, 2017, and maturing on November 15, 2027. The Existing Notes were issued under a separate indenture dated as of November 15, 2017 (the "Existing Indenture"), between the Issuer and Brindoval Trust Company, National Associat

Section 4.11 — Compliance with Laws; Regulatory Matters (a) The Issuer is in compliance, in all material respects, with all applicable laws, statutes, rules, regulations, orders, directives, and guidance of the OCC, the FDIC, the Federal Reserve, and all other applicable governmental and regulatory authorities, including, without limitation, the National Bank Act, the Federal Deposit Insurance Act, the Bank Secrecy A

Section 4.12 — Litigation There is no action, suit, proceeding, investigation, claim, or governmental inquiry pending or, to the knowledge of the Issuer, threatened against the Issuer or any of its subsidiaries, or against any of their respective directors, officers, or properties, before any court, arbitral tribunal, governmental authority, or regulatory body that (a) is or would reasonably be expected to be materia

Section 4.13 — Tax Matters (a) The Issuer and each of its subsidiaries have timely filed (taking into account any applicable extensions) all material tax returns required to be filed with the appropriate taxing authorities in all jurisdictions in which such returns are required to be filed, and all such returns are true, correct, and complete in all material respects. The Issuer and each of its subsidiaries have paid

Section 4.14 — Investment Company Act The Issuer is not, and after giving effect to the offering, sale, and delivery of the Notes and the application of the net proceeds thereof as described in the Offering Memorandum, will not be, an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations promulgated

Section 4.15 — No General Solicitation Neither the Issuer nor any person acting on its behalf (other than the Initial Purchasers, as to whom the Issuer makes no representation) has offered or sold the Notes by means of any "general solicitation" or "general advertising" within the meaning of Rule 502(c) under Regulation D of the Securities Act, including, without limitation, any advertisement, article, notice, or oth

Section 4.16 — Rule 144A Eligibility The Notes are eligible for resale pursuant to Rule 144A under the Securities Act. The Notes are not of the same class (within the meaning of Rule 144A(d)(3)(i)) as securities that, at the time of the offering, are listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in a U.S. automated inter-dealer quotation system. The Issuer covenants

Section 4.17 — No Directed Selling Efforts Neither the Issuer nor any person acting on its behalf has engaged in any "directed selling efforts" within the meaning of Regulation S under the Securities Act with respect to the Notes. The offering of the Notes is a domestic-only offering, and no Regulation S tranche is being offered.

Section 4.18 — ERISA Neither the Issuer nor any of its "ERISA Affiliates" (within the meaning of Section 414(b), (c), (m), or (o) of the Internal Revenue Code of 1986, as amended) has incurred or reasonably expects to incur any liability under Title IV of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the penalty or excise tax provisions of the Internal Revenue Code relating to employee

Section 4.19 — Use of Proceeds The net proceeds of the offering (estimated at approximately $345,700,000 after deducting the initial purchasers' discount of $2,275,000 and estimated offering expenses of approximately $1,150,000) will be used for general corporate purposes, including the support of the Issuer's digital banking expansion initiative (known as "BRB Digital") and the potential future redemption, in whole

Section 4.20 — Independent Auditors Whitmore & Lathrop, P.C., with its principal office at 30 Rockefeller Plaza, 25th Floor, New York, New York 10112, which has audited the financial statements of the Issuer and the consolidated financial statements of BRFG and its subsidiaries included in the Offering Memorandum, is an independent registered public accounting firm with respect to the Issuer and BRFG within the meani

Section 4.21 — Ratings The Notes have been assigned the following credit ratings: (a) BBB (stable outlook) by Meridian Ratings Group, Inc., and (b) Baa2 (stable outlook) by Archer Bond Analytics LLC. As of the date hereof, no downgrade, withdrawal, suspension, or negative change in any such rating is pending or, to the Issuer's knowledge, threatened by either Meridian Ratings Group, Inc. or Archer Bond Analytics LLC,

Section 4.22 — DTC Eligibility The Notes are eligible for clearance and settlement through the book-entry system of DTC. The Issuer has received confirmation from DTC that the Notes have been accepted for clearance and settlement through DTC's Same-Day Funds Settlement System, subject to compliance with DTC's customary procedures for new issues.

Section 4.23 — Anti-Money Laundering / BSA Compliance The Issuer is in compliance, in all material respects, with the Bank Secrecy Act of 1970, as amended (the "BSA," codified at 31 U.S.C. §§ 5311–5332 and 12 U.S.C. §§ 1818(s), 1829b), and all regulations promulgated thereunder by the Financial Crimes Enforcement Network ("FinCEN"), including, without limitation, the customer identification program, suspicious activi

Section 4.24 — Cybersecurity (a) The Issuer maintains information technology systems, networks, and data security programs that are reasonably designed to protect the confidentiality, integrity, and availability of the Issuer's information systems and the non-public personal information of its customers, in compliance in all material respects with all applicable federal and state privacy and data security laws, regul

Section 4.25 — Environmental Matters Neither the Issuer nor any of its subsidiaries has any material liability or material contingent liability arising under or relating to any applicable federal, state, or local environmental law, regulation, or common law, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 ("CERCLA"), the Resource Conservation and Recove

Section 5.1 — Organization and Authority Such Initial Purchaser is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization and has full corporate or limited liability company power and authority to enter into this Agreement and to perform its obligations hereunder. The execution, delivery, and performance of this Agreement by such Initial Purchaser have been duly auth

Section 5.2 — Rule 144A Compliance Such Initial Purchaser represents and agrees that it will offer and sell the Notes only to persons whom it reasonably believes to be QIBs, as defined in Rule 144A under the Securities Act, in transactions meeting the requirements of Rule 144A, and in compliance with all applicable federal and state securities laws. Such Initial Purchaser further represents that, in connection with a

Section 5.3 — No Regulation S Sales Such Initial Purchaser represents and agrees that it has not offered and will not offer or sell the Notes outside the United States or to any person other than a QIB purchasing in the United States. The offering and sale of the Notes is a domestic-only offering. No Regulation S tranche is being offered in connection with this offering, and such Initial Purchaser has not made, and w

Section 6.1 — Delivery of Offering Memorandum The Issuer will furnish, or cause to be furnished, to the Initial Purchasers and their counsel, without charge, as many printed or electronic copies of the Offering Memorandum (and any amendments or supplements thereto) as the Representative may reasonably request for use in connection with the offering, marketing, and resale of the Notes. The Offering Memorandum was prin

Section 6.2 — Amendments and Supplements (a) No amendment or supplement to the Offering Memorandum (or to any other Offering Document) shall be made by the Issuer without the prior written consent of the Representative, which consent shall not be unreasonably withheld, conditioned, or delayed. (b) If at any time prior to the completion of the resale of the Notes by the Initial Purchasers (which shall be presumed to h

Section 6.3 — Blue Sky Compliance The Issuer will cooperate with the Initial Purchasers and Initial Purchasers' Counsel, and will use commercially reasonable efforts, to qualify or register the Notes for offer and sale under the applicable securities or "blue sky" laws of such jurisdictions as the Representative may reasonably request; provided, however, that the Issuer shall not be required to (a) qualify as a forei

Section 6.4 — Rule 144A Information For so long as any of the Notes remain outstanding as "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, the Issuer will, unless it has become a reporting company under Section 13 or 15(d) of the Exchange Act and is current in its reporting obligations thereunder, make available, upon the request of a holder or beneficial owner of Notes or a pros

Section 6.5 — Listing The Issuer does not intend to apply for the listing of the Notes on any securities exchange or automated quotation system. This Section 6.5 is included for the avoidance of doubt and does not impose any affirmative obligation upon the Issuer.

Section 6.6 — DTC The Issuer will cooperate with the Trustee and DTC to maintain the eligibility of the Notes for clearance and settlement through the book-entry system of DTC. The Issuer will cause the Trustee to maintain its status as a DTC participant and to comply with DTC's applicable rules and procedures. In the event that DTC is at any time unwilling or unable to continue as depository for the Global Note, the

Section 6.7 — Use of Proceeds The Issuer shall apply the net proceeds from the sale of the Notes substantially as described under the heading "Use of Proceeds" in the Offering Memorandum. No portion of the net proceeds will be used, directly or indirectly, to purchase or carry any "margin security" within the meaning of Regulation U of the Federal Reserve or for any purpose that would violate Regulation T, U, or X of

Section 6.8 — No Stabilization Neither the Issuer nor any affiliate of the Issuer will take, directly or indirectly, any action designed to, or that would constitute or that might reasonably be expected to cause or result in, the stabilization or manipulation of the price of any securities of the Issuer, or any securities the price of which is used to determine the value of the Notes, in violation of Regulation M und

Section 6.9 — Regulatory Filings (a) Promptly following the Closing Date, and in any event within the time period required by applicable law and regulation, the Issuer will file the required post-issuance notification with the OCC in compliance with 12 C.F.R. § 5.47(g), including a copy of the final terms of the Notes, the executed Indenture, and such other documents as may be required by the OCC. (b) BRFG will timel

Section 6.10 — Registration Rights On the Closing Date, the Issuer will enter into the Registration Rights Agreement with the Initial Purchasers, substantially in the form attached hereto as an exhibit or otherwise agreed upon by the parties. From and after the Closing Date, the Issuer will comply with all of its obligations under the Registration Rights Agreement, including, without limitation, the obligation to use

Section 6.11 — Integration The Issuer will not, and will cause its affiliates not to, sell, offer for sale, or solicit offers to buy, or otherwise negotiate in respect of, any security (as defined in the Securities Act) the offering of which would be integrated with the offering of the Notes in a manner that would require registration of the Notes under the Securities Act or qualification of the Indenture under the T

Section 7.1 — Offering Restrictions Such Initial Purchaser covenants that it will offer and sell the Notes only to persons whom it reasonably believes to be QIBs in reliance on Rule 144A under the Securities Act and in accordance with all applicable federal and state securities laws. Such Initial Purchaser will deliver to each purchaser of Notes the Offering Memorandum (or, if the Offering Memorandum is not yet avail

Section 7.2 — Transfer Restrictions Such Initial Purchaser will inform each purchaser of the Notes of the Transfer Restrictions applicable to the Notes as described in the Offering Memorandum, including, without limitation, that (a) the Notes have not been registered under the Securities Act and may not be resold except in compliance with Rule 144A or another available exemption from, or in a transaction not subject

Section 7.3 — No General Solicitation No Initial Purchaser will offer or sell the Notes by means of any form of "general solicitation" or "general advertising" within the meaning of Rule 502(c) under Regulation D of the Securities Act, including, without limitation, by means of any advertisement, article, notice, or other communication published in any newspaper, magazine, website, or similar medium, or broadcast ove

Section 8.1 — Representations and Warranties True The representations and warranties of the Issuer set forth in Section 4 of this Agr