Contract analysis

I. INTRODUCTORY GUIDANCE NOTES FOR INVESTOR RELATIONS TEAM A. Purpose and Scope of This Document These talking points have been prepared by outside counsel Calderwood & Harkness LLP to guide BRFG's investor relations team in responding to shareholder and investor inquiries related to OCC Consent Order No. OCC-2025-003, issued on January 15, 2025, against Belmont Ridge Bank National Association (OCC Charter No. 48271;

1. Tone and Substance. Responses should convey the seriousness with which the Board of Directors and management are treating the Consent Order, the Bank's full cooperation with its regulators, and the proactive and comprehensive nature of the remediation program. Communications should project competence, transparency, and accountability without making forward-looking assurances or guarantees that could create legal o

2. Avoidance of Speculation. Investor relations personnel should not speculate on the timing, likelihood, or potential scope of additional enforcement actions by any regulatory authority, including without limitation the Financial Crimes Enforcement Network ("FinCEN"), the Department of Justice ("DOJ"), the Office of Foreign Assets Control ("OFAC"), or any state banking regulator. If pressed on these topics, the appr

3. Referral of Legal and Enforcement Inquiries. Any inquiries that pertain to the specific legal provisions of the Consent Order, the Bank's legal strategy, potential exposure to additional enforcement actions, or the details of any legal proceedings should be referred to Gregory Nardone (General Counsel & Corporate Secretary) or to outside counsel at Calderwood & Harkness LLP. Investor relations personnel should not

4. Forward-Looking Statements. All forward-looking statements — including statements regarding the anticipated timeline, cost, or outcome of the remediation program — should include appropriate safe harbor language under the Private Securities Litigation Reform Act of 1995 (the "PSLRA"). Suggested safe harbor language is provided in the Appendix to this document and should be incorporated into any written communicati

5. Consistency Across Communications. All investor relations personnel must use the approved talking points contained in this document as the basis for their responses. Deviations from these talking points, including the disclosure of information not covered herein, require prior approval from Gregory Nardone or Philip Hartmann. C. Key Shareholder Context — Brindoval Capital Partners LP The investor relations team sh

II. BACKGROUND AND REGULATORY CONTEXT — Q&A Q1: What regulatory action has been taken against Belmont Ridge Bank? Approved Response: On January 15, 2025, the Office of the Comptroller of the Currency issued Consent Order No. OCC-2025-003 against Belmont Ridge Bank National Association. The Consent Order cites deficiencies in the Bank's BSA/AML compliance program and requires the Bank to undertake a comprehensive reme

III. STOCK PRICE AND MARKET IMPACT — Q&A Q4: What has been the impact on BRFG's stock price? Approved Response: Following the public disclosure of the Consent Order on January 16, 2025, BRFG's common stock experienced a decline in market price. The stock closed at $41.15 per share on January 16, 2025, representing a decline of approximately $6.67 per share, or approximately 13.9%, from the pre-disclosure closing pric

IV. REMEDIATION COSTS AND BUDGET — Q&A Q6: What are the total estimated costs of the remediation? Approved Response: The Board of Directors has approved a comprehensive remediation budget of $42.5 million, exclusive of the $14.5 million civil money penalty assessed by the OCC. Including the civil money penalty, the total estimated outlay associated with the Consent Order is approximately $57.0 million. The major comp

V. REMEDIATION PROGRAM AND TIMELINE — Q&A Q9: What is the Bank's remediation plan? Approved Response: The Bank is implementing a comprehensive Remediation Action Plan that addresses all five deficiency categories identified in the Consent Order. The plan is organized into five principal workstreams, each with defined objectives, deliverables, and target completion dates: Workstream 1: OFAC Sanctions Screening. This w

VI. IMPACT ON BUSINESS OPERATIONS — Q&A Q12: How does the remediation affect BRB's fintech/BaaS business? Approved Response: Belmont Ridge Bank's Banking-as-a-Service division is a significant and growing component of the Bank's business. As of calendar year 2024, the BaaS division operated through approximately 14 active fintech partnerships, generating $127.4 million in revenue from approximately $74.3 billion in t

VII. LEADERSHIP AND GOVERNANCE CHANGES — Q&A Q14: What leadership actions has the Board taken? Approved Response: The Board of Directors of Belmont Ridge Financial Group has taken decisive action in response to the Consent Order, demonstrating its commitment to effective compliance governance and remediation. The Board is establishing a dedicated Compliance Committee, which will be chaired by independent director Jam

VIII. RISK OF FURTHER ENFORCEMENT — Q&A Q16: Is the Bank at risk of additional regulatory or enforcement actions? Approved Response: As a general matter, a consent order issued by the OCC does not preclude additional actions by the OCC itself, or by other federal or state regulatory agencies, including the Financial Crimes Enforcement Network, the Office of Foreign Assets Control, the Department of Justice, or state

IX. DISCLOSURE AND REPORTING OBLIGATIONS — Q&A Q18: What SEC disclosure obligations are triggered? Approved Response: The issuance of the Consent Order and the assessment of the $14.5 million civil money penalty constitute material events requiring disclosure under the Securities Exchange Act of 1934. In response, BRFG filed a Form 8-K with the SEC on January 16, 2025, the business day following the issuance of the C

X. KEY MESSAGES FOR PROACTIVE COMMUNICATION The following key messages should serve as the foundation for proactive shareholder communications, including earnings calls, investor presentations, and written materials. These messages are designed to convey management's commitment, the strategic rationale for the remediation investment, and the Company's financial resilience. A. Management Commitment Statement Belmont R

XI. SPECIFIC GUIDANCE FOR BRINDOVAL CAPITAL ENGAGEMENT A. Background Brindoval Capital Partners LP is a significant institutional shareholder of BRFG, holding approximately 8.3% of the Company's issued and outstanding common stock — approximately 14.9 million shares of 179.5 million shares outstanding. This ownership position makes Brindoval one of the Company's largest equity investors and gives it substantial influ

1. Pre-Coordination Requirement. Any substantive communication with Brindoval or with Amberly Knox LLP must be pre-coordinated with Gregory Nardone (General Counsel & Corporate Secretary) and Philip Hartmann (Calderwood & Harkness LLP, Responsible Partner). This requirement applies to all forms of communication, including telephone calls, in-person meetings, email correspondence, and any other written or oral communi

2. Scope of Permissible Discussion. The investor relations team should be prepared to address Brindoval's likely areas of focus, which include: total remediation cost and budget discipline, the expected duration of the remediation program, the risk of additional penalties or enforcement actions, the potential impact on dividends or other capital returns, and management accountability. However, responses must be limit

3. Meeting Requests. If Brindoval Capital Partners LP or Amberly Knox LLP requests a meeting or a written briefing beyond the scope of routine investor relations inquiries, such a request should be immediately communicated to the General Counsel's office. Any such meeting should be scheduled and coordinated through the General Counsel, with outside counsel from Calderwood & Harkness LLP present or advising. The inves

4. Documentation. All communications with Brindoval or Amberly Knox, including informal conversations, should be promptly documented and communicated to the General Counsel's office for inclusion in the matter file. C. Key Points for Brindoval Engagement When engaging with Brindoval within the parameters described above, the following key points should be emphasized: • The total estimated outlay of approximately $57.

XII. CONTACTS FOR ESCALATION All inquiries that exceed the scope of the approved talking points set forth in this document, or that involve requests for non-public information, legal analysis, or engagement with specific shareholders or their counsel, should be escalated to the following individuals: Gregory Nardone General Counsel & Corporate Secretary Belmont Ridge Bank National Association / Belmont Ridge Financia