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CERTIFIED COPY OF RESOLUTIONS OF THE BOARD OF DIRECTORS OF BELMONT RIDGE FINANCIAL GROUP, INC.

A Delaware Corporation EIN: 13-4827099

Adopted at a Meeting of the Board of Directors Held on February 14, 2026

CERTIFICATION

I, Diane K. Wexler, hereby certify that I am the duly elected and acting Secretary of Belmont Ridge Financial Group, Inc., a corporation organized and existing under the laws of the State of Delaware ("BRFG" or the "Company"), with its principal office located at 600 Lexington Avenue, 38th Floor, New York, New York 10022, and that I am authorized and empowered to make the certifications set forth herein on behalf of the Company.

I further certify that the following is a true, correct, and complete copy of resolutions duly adopted by the Board of Directors of BRFG (the "Board") at a meeting of the Board duly called and held on February 14, 2026, in accordance with the Certificate of Incorporation and Bylaws of the Company and the General Corporation Law of the State of Delaware. A quorum of the Board was present in person or by means of electronic communication and acting throughout the entirety of such meeting.

I further certify that such resolutions have not been amended, modified, rescinded, or revoked in any respect since the date of their adoption and that such resolutions remain in full force and effect as of the date of this certification.

I further certify that BRFG is the sole shareholder of Belmont Ridge Bank, National Association ("BRB"), a national banking association organized and existing under the National Bank Act, 12 U.S.C. §§ 21 et seq., holding OCC Charter No. 18742, RSSD ID 2847391, FDIC Certificate No. 28463, and EIN 13-4827156, with its principal office located at 600 Lexington Avenue, 38th Floor, New York, New York 10022. The common stock of BRFG is listed on the New York Stock Exchange under the ticker symbol "BRBK."

The text of such resolutions is as follows:

RESOLUTIONS OF THE BOARD OF DIRECTORS OF BELMONT RIDGE FINANCIAL GROUP, INC.

RECITALS. WHEREAS, Belmont Ridge Financial Group, Inc., a Delaware corporation ("BRFG" or the "Company"), is the sole shareholder of Belmont Ridge Bank, National Association ("BRB"), a national banking association duly organized and existing under the National Bank Act (12 U.S.C. §§ 21 et seq.), with OCC Charter No. 18742, and the Board of Directors of BRFG (the "Board") exercises oversight of BRFG's interests as the sole shareholder of BRB;

WHEREAS, the Board has been informed that BRB proposes to issue and sell Three Hundred Fifty Million Dollars ($350,000,000) in aggregate principal amount of its 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 (the "Notes," and such issuance and sale, the "Offering") in a private placement to qualified institutional buyers ("QIBs") within the meaning of Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 144A promulgated thereunder, and in reliance upon the exemption from the requirements of the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), pursuant to Section 304(a)(4)(A) thereof;

WHEREAS, the Notes will have the following principal terms and characteristics:

(a) Interest Rate — Fixed Rate Period. The Notes will bear interest at a fixed rate of 6.750% per annum from and including the date of issuance to (but excluding) March 1, 2031 (the "Reset Date"), payable semi-annually in arrears on March 1 and September 1 of each year, commencing September 1, 2026;

(b) Interest Rate — Floating Rate Period. From and including the Reset Date, the Notes will bear interest at a floating rate per annum equal to Compounded Secured Overnight Financing Rate ("Compounded SOFR") plus 275 basis points (2.75%), payable quarterly in arrears on March 1, June 1, September 1, and December 1 of each year, commencing March 1, 2031;

(d) Issue Price. The Notes will be issued at an issue price of 99.750% of par;

(e) CUSIP/ISIN. The Notes will be designated CUSIP No. 082651 AB7 and ISIN No. US082651AB73;

(f) Denomination. The Notes will be issued in minimum denominations of $150,000 and integral multiples of $1,000 in excess thereof;

(g) Form. The Notes will be issued in the form of one or more global notes in fully registered, book-entry only form, held through The Depository Trust Company ("DTC") with Cede & Co. as its nominee;

(h) Ranking. The Notes will constitute subordinated unsecured obligations of BRB, ranking (i) junior in right of payment to all senior indebtedness and deposits of BRB, whether now existing or hereafter incurred, (ii) pari passu in right of payment with BRB's existing 5.250% Subordinated Notes due 2027 (of which $200,000,000 in aggregate principal amount is currently outstanding) and any future subordinated indebtedness of BRB that by its terms ranks equally with the Notes, and (iii) senior in right of payment to any junior subordinated indebtedness and all classes of equity of BRB. For the avoidance of doubt, BRFG is not an obligor on the Notes, and the Notes do not constitute obligations of, nor are they guaranteed by, BRFG, except to the extent that certain representations and covenants in the Transaction Documents (as defined below) reference the consolidated financial condition and operations of BRFG and its subsidiaries;

(i) Optional Redemption. The Notes will be redeemable at the option of BRB, in whole or in part, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon to (but excluding) the date of redemption, on or after the Reset Date (March 1, 2031), subject in each case to the prior written approval of the Office of the Comptroller of the Currency (the "OCC") to the extent then required under applicable law and regulation;

(j) Special Redemption. The Notes will also be redeemable at the option of BRB, in whole but not in part, at any time prior to or after the Reset Date, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon to (but excluding) the date of redemption, upon the occurrence of a Tax Event or a Regulatory Capital Treatment Event (each as defined in the Indenture), subject in each case to the prior written approval of the OCC to the extent then required under applicable law and regulation;

WHEREAS, the Notes are intended to qualify as Tier 2 regulatory capital of BRB for purposes of the risk-based capital adequacy rules of the OCC set forth in 12 C.F.R. Part 3, which implements the Basel III capital framework as applicable to national banking associations supervised by the OCC, and the structure and terms of the Notes have been designed to satisfy the eligibility criteria for Tier 2 capital instruments under 12 C.F.R. § 3.20;

WHEREAS, BRB has filed a notice with the OCC pursuant to 12 C.F.R. § 5.47 regarding the proposed issuance of subordinated debt securities, and the OCC has reviewed such notice and issued a letter of non-objection dated February 12, 2026 (OCC File No. 2026-SUB-0031), indicating that the OCC does not object to the proposed issuance of the Notes on the terms described in BRB's notice filing;

WHEREAS, in connection with the Offering, BRB proposes to enter into the following agreements, documents, and instruments (collectively, the "Transaction Documents"):

(a) a Purchase Agreement (the "Purchase Agreement") among BRB, as issuer, Wainwright Zanthor & Co., LLC, as representative of the initial purchasers (the "Representative"), Redstone Capital Markets LLC, and Kensington Hale Securities Inc. (the Representative, Redstone Capital Markets LLC, and Kensington Hale Securities Inc., collectively, the "Initial Purchasers"), setting forth the terms and conditions upon which the Initial Purchasers will purchase the Notes from BRB;

(b) an Indenture (the "Indenture") between BRB, as issuer, and Brindoval Trust Company, National Association, as trustee (the "Trustee"), with the Trustee's Corporate Trust Office located at 100 Federal Street, Suite 800, Boston, Massachusetts 02110, governing the terms, conditions, and covenants relating to the Notes;

(c) a Registration Rights Agreement (the "Registration Rights Agreement") among BRB and the Initial Purchasers, providing for the registration with the Securities and Exchange Commission of an exchange offer or shelf registration statement with respect to the Notes under certain circumstances;

(d) the Global Note or Global Notes (collectively, the "Global Note") representing the Notes, to be executed by BRB and authenticated by the Trustee in accordance with the Indenture;

(e) a Confidential Offering Memorandum (and any preliminary version thereof) (the "Offering Memorandum") describing BRB, BRFG, and the consolidated Belmont Ridge group and the terms of the Notes, to be prepared and distributed to prospective purchasers of the Notes in connection with the Offering; and

(f) such other documents, instruments, agreements, certificates, and writings as may be necessary, advisable, or desirable in connection with the foregoing, including without limitation officers' certificates, legal opinions of Calderwood & Harkness LLP (issuer's counsel, with offices at One Liberty Plaza, 52nd Floor, New York, New York 10006) and Pennfield & Associates LLP (Initial Purchasers' counsel), comfort letters, DTC eligibility letters, and such other closing deliverables as may be contemplated by the Purchase Agreement;

WHEREAS, the Board has been informed that the net proceeds of the Offering are estimated at approximately Three Hundred Forty-Five Million Seven Hundred Thousand Dollars ($345,700,000), after deducting the Initial Purchasers' discount of Two Million Two Hundred Seventy-Five Thousand Dollars ($2,275,000) and estimated offering expenses of approximately One Million One Hundred Fifty Thousand Dollars ($1,150,000), and that such net proceeds will be used by BRB for general corporate purposes, including the support and expansion of BRB's digital banking platform and operations, and the potential future redemption of BRB's existing 5.250% Subordinated Notes due 2027 ($200,000,000 in aggregate principal amount outstanding, maturing November 15, 2027), subject to the prior approval of the OCC;

WHEREAS, the Board has been informed that BRB reported total consolidated assets of $62.4 billion as of December 31, 2025, a Tier 1 capital ratio of 11.8%, and a total risk-based capital ratio of 14.2% as of the same date, and that the market capitalization of BRFG is approximately $8.2 billion as of February 2026, and the Board has considered the impact of the Offering on the capital position and financial condition of BRB and the consolidated group;

WHEREAS, the Board has been informed that the Notes have been assigned a credit rating of BBB with a stable outlook by Meridian Ratings Group, Inc. and a credit rating of Baa2 with a stable outlook by Archer Bond Analytics LLC, and the Board has considered such ratings in evaluating the Offering;

WHEREAS, the Board, having reviewed the terms and conditions of the Offering and the Transaction Documents, and having considered the financial condition and capital needs of BRB and the consolidated group, and having received and considered the recommendations of management and the reports and advice of BRFG's and BRB's legal and financial advisors, has determined that the issuance of the Notes and the execution, delivery, and performance by BRB of the Transaction Documents, and the consummation of the transactions contemplated thereby, are fair to, and in the best interests of, BRFG and BRB, and are consistent with the safe and sound operation of the consolidated banking organization;

NOW, THEREFORE, BE IT:

RESOLUTIONS. RESOLVED, that the Board of Directors of Belmont Ridge Financial Group, Inc., acting in its capacity as the sole shareholder of Belmont Ridge Bank, National Association, hereby acknowledges and consents to the issuance and sale by BRB of Three Hundred Fifty Million Dollars ($350,000,000) in aggregate principal amount of its 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036, bearing CUSIP No. 082651 AB7 and ISIN No. US082651AB73, on the terms and conditions substantially as described in the recitals set forth above, including but not limited to the interest rate, maturity, subordination provisions, optional and special redemption provisions, and minimum denomination, and hereby consents to BRB's negotiation, execution, delivery, and performance of each of the Transaction Documents in connection therewith, including without limitation the Purchase Agreement, the Indenture, the Registration Rights Agreement, the Global Note, and all related and ancillary documents, instruments, agreements, and certificates; and it is further

RESOLVED, that the Board hereby approves and consents to the execution and delivery by BRB of each of the Transaction Documents, in substantially the forms presented to, reviewed by, or described for the Board at or prior to this meeting, together with such changes, modifications, additions, supplements, and amendments thereto as the officers of BRB executing such Transaction Documents shall approve, the execution and delivery by such officers of any such Transaction Document (with or without such changes, modifications, additions, supplements, or amendments) to be conclusive evidence of such officers' determination that the terms thereof are in the best interests of BRB and of the approval contemplated by this resolution; and it is further

RESOLVED, that the Board hereby acknowledges and approves the intended use of the net proceeds from the Offering as described in the recitals hereto, including the application of such net proceeds for general corporate purposes of BRB, the support and expansion of BRB's digital banking platform and operations, and the potential future redemption, in whole or in part, of BRB's existing 5.250% Subordinated Notes due 2027 ($200,000,000 in aggregate principal amount outstanding, maturing November 15, 2027), on such terms and at such times as the officers of BRB shall determine to be appropriate and in the best interests of BRB, subject in each case to the prior written approval of the OCC to the extent then required under applicable law and regulation; and it is further

RESOLVED, that the Board hereby acknowledges the receipt by BRB of the non-objection letter from the Office of the Comptroller of the Currency dated February 12, 2026, bearing OCC File No. 2026-SUB-0031, with respect to BRB's proposed issuance of subordinated debt securities, and the Board hereby authorizes and directs the officers of BRFG to take all actions necessary, advisable, or desirable in connection with any regulatory filings, notices, reports, and applications required of, or advisable for, BRFG in connection with the Offering, including without limitation (a) the preparation, review, execution, and filing with the Board of Governors of the Federal Reserve System of applicable FR Y-9C Consolidated Financial Statements for Holding Companies and any other reports or schedules required under the Bank Holding Company Act of 1956, as amended, reflecting the new Tier 2 capital instruments at BRB, (b) any filings, notices, or applications required by or advisable under the rules and regulations of the OCC, the Federal Deposit Insurance Corporation, or any other federal or state banking regulatory authority, and (c) any filings, disclosures, or reports required by or advisable under the rules and regulations of the Securities and Exchange Commission, the New York Stock Exchange, or any other securities regulatory authority or self-regulatory organization; and it is further

RESOLVED, that the Board hereby acknowledges the preparation and distribution by BRB and its advisors of a Confidential Offering Memorandum (and any preliminary version thereof) describing BRB, BRFG, and the consolidated Belmont Ridge group, including the business, financial condition, results of operations, capital position, and regulatory status thereof, and describing the terms and conditions of the Notes, and the Board hereby consents to the inclusion and use of information regarding BRFG (including consolidated financial data, business descriptions, risk factors, and other information relating to the holding company and the consolidated group) in such Offering Memorandum and any supplements, amendments, or updates thereto, for the purposes of the Offering and the resale of the Notes by the Initial Purchasers to QIBs pursuant to Rule 144A under the Securities Act; and it is further

RESOLVED, that each of the following officers of BRFG, acting singly or together:

• Marcus D. Harrington, Chief Executive Officer;

• Priya Narasimhan, Chief Financial Officer; and

• Diane K. Wexler, General Counsel and Corporate Secretary;

be, and each of them hereby is, authorized, empowered, and directed, in the name and on behalf of BRFG, to negotiate, execute, and deliver, or cause to be negotiated, executed, and delivered, any and all documents, instruments, certificates, agreements, notices, filings, consents, waivers, and other writings, and to take or cause to be taken any and all actions, as any such officer, in such officer's sole discretion, shall deem necessary, advisable, or appropriate to carry out the intent and purposes of the foregoing resolutions and to consummate the transactions contemplated hereby, including without limitation the execution and delivery of any shareholder consents, support agreements, officer's certificates, secretary's certificates, incumbency certificates, authorizing resolutions, and such other documents as may be required by the Initial Purchasers, the Trustee, issuer's counsel, Initial Purchasers' counsel, the OCC, the Board of Governors of the Federal Reserve System, or any other party in connection with the Offering, and the execution and delivery by any such officer of any such document, or the taking by any such officer of any such action, shall be conclusive evidence of such officer's determination that such document or action is necessary, advisable, or appropriate and of the authority granted by these resolutions; and it is further

RESOLVED, that any and all actions heretofore taken by any officer, director, employee, or agent of BRFG, in the name and on behalf of BRFG, in connection with the matters described in or contemplated by the foregoing resolutions, including without limitation any actions taken in connection with the preparation, negotiation, and finalization of the Transaction Documents, the Offering Memorandum, the OCC notice filing, and the engagement of legal, financial, and other advisors, are hereby ratified, confirmed, approved, and adopted in all respects as the authorized acts and deeds of BRFG; and it is further

RESOLVED, that the officers of BRFG are hereby authorized and empowered to do and perform, or cause to be done and performed, all such further acts and things, and to negotiate, execute, and deliver, or cause to be negotiated, executed, and delivered, all such further agreements, instruments, documents, certificates, and writings, in the name and on behalf of BRFG, as any such officer shall deem necessary, advisable, or appropriate to carry out the intent and purposes of these resolutions and to consummate the transactions contemplated hereby, including without limitation the payment or authorization of payment of any and all fees, costs, expenses, taxes, and other amounts payable in connection with the Offering or the transactions contemplated by the Transaction Documents, and the engagement and compensation of such legal counsel, financial advisors, accountants, trustees, registrars, paying agents, and other professionals and service providers as may be necessary or desirable in connection therewith.

CERTIFICATION CLOSING

IN WITNESS WHEREOF, the undersigned, being the duly elected and acting Secretary of Belmont Ridge Financial Group, Inc., has executed this certification and affixed the corporate seal of the Company hereto as of February 24, 2026 (the Closing Date of the Offering).

BELMONT RIDGE FINANCIAL GROUP, INC.

By: ________

Name: Diane K. Wexler

Title: Secretary

Date: February 24, 2026

Address: 600 Lexington Avenue, 38th Floor

New York, New York 10022

[CORPORATE SEAL]

INCUMBENCY CONFIRMATION

I, Marcus D. Harrington, Chief Executive Officer of Belmont Ridge Financial Group, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certify that Diane K. Wexler is the duly elected and acting Secretary of Belmont Ridge Financial Group, Inc., that she holds the office and possesses the authority described above, and that the signature appearing above is her true and genuine signature.

BELMONT RIDGE FINANCIAL GROUP, INC.

By: ________

Name: Marcus D. Harrington

Title: Chief Executive Officer

Date: February 24, 2026

Address: 600 Lexington Avenue, 38th Floor

New York, New York 10022

CONFIDENTIAL — This document constitutes a certified copy of resolutions of the Board of Directors of Belmont Ridge Financial Group, Inc., and is being provided solely in connection with the private placement of the 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 of Belmont Ridge Bank, National Association. This document is not to be reproduced or distributed except as required in connection with the Offering and the Transaction Documents referenced herein.

CERTIFIED COPY OF RESOLUTIONS OF THE BOARD OF DIRECTORS OF BELMONT RIDGE FINANCIAL GROUP, INC.
A Delaware Corporation EIN: 13-4827099
Adopted at a Meeting of the Board of Directors Held on February 14, 2026
CERTIFICATION
I, Diane K. Wexler, hereby certify that I am the duly elected and acting Secretary of Belmont Ridge Financial Group, Inc., a corporation organized and existing under the laws of the State of Delaware ("BRFG" or the "Company"), with its principal office located at 600 Lexington Avenue, 38th Floor, New York, New York 10022, and that I am authorized and empowered to make the certifications set forth herein on behalf of the Company.
I further certify that the following is a true, correct, and complete copy of resolutions duly adopted by the Board of Directors of BRFG (the "Board") at a meeting of the Board duly called and held on February 14, 2026, in accordance with the Certificate of Incorporation and Bylaws of the Company and the General Corporation Law of the State of Delaware. A quorum of the Board was present in person or by means of electronic communication and acting throughout the entirety of such meeting.
I further certify that such resolutions have not been amended, modified, rescinded, or revoked in any respect since the date of their adoption and that such resolutions remain in full force and effect as of the date of this certification.
I further certify that BRFG is the sole shareholder of Belmont Ridge Bank, National Association ("BRB"), a national banking association organized and existing under the National Bank Act, 12 U.S.C. §§ 21 et seq., holding OCC Charter No. 18742, RSSD ID 2847391, FDIC Certificate No. 28463, and EIN 13-4827156, with its principal office located at 600 Lexington Avenue, 38th Floor, New York, New York 10022. The common stock of BRFG is listed on the New York Stock Exchange under the ticker symbol "BRBK."
The text of such resolutions is as follows:
RESOLUTIONS OF THE BOARD OF DIRECTORS OF BELMONT RIDGE FINANCIAL GROUP, INC.
RECITALS.  WHEREAS, Belmont Ridge Financial Group, Inc., a Delaware corporation ("BRFG" or the "Company"), is the sole shareholder of Belmont Ridge Bank, National Association ("BRB"), a national banking association duly organized and existing under the National Bank Act (12 U.S.C. §§ 21 et seq.), with OCC Charter No. 18742, and the Board of Directors of BRFG (the "Board") exercises oversight of BRFG's interests as the sole shareholder of BRB;
WHEREAS, the Board has been informed that BRB proposes to issue and sell Three Hundred Fifty Million Dollars ($350,000,000) in aggregate principal amount of its 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 (the "Notes," and such issuance and sale, the "Offering") in a private placement to qualified institutional buyers ("QIBs") within the meaning of Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 144A promulgated thereunder, and in reliance upon the exemption from the requirements of the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), pursuant to Section 304(a)(4)(A) thereof;
WHEREAS, the Notes will have the following principal terms and characteristics:
(a) Interest Rate — Fixed Rate Period. The Notes will bear interest at a fixed rate of 6.750% per annum from and including the date of issuance to (but excluding) March 1, 2031 (the "Reset Date"), payable semi-annually in arrears on March 1 and September 1 of each year, commencing September 1, 2026;
(b) Interest Rate — Floating Rate Period. From and including the Reset Date, the Notes will bear interest at a floating rate per annum equal to Compounded Secured Overnight Financing Rate ("Compounded SOFR") plus 275 basis points (2.75%), payable quarterly in arrears on March 1, June 1, September 1, and December 1 of each year, commencing March 1, 2031;
(c) Maturity. The Notes will mature on March 1, 2036;
(d) Issue Price. The Notes will be issued at an issue price of 99.750% of par;
(e) CUSIP/ISIN. The Notes will be designated CUSIP No. 082651 AB7 and ISIN No. US082651AB73;
(f) Denomination. The Notes will be issued in minimum denominations of $150,000 and integral multiples of $1,000 in excess thereof;
(g) Form. The Notes will be issued in the form of one or more global notes in fully registered, book-entry only form, held through The Depository Trust Company ("DTC") with Cede & Co. as its nominee;
(h) Ranking. The Notes will constitute subordinated unsecured obligations of BRB, ranking (i) junior in right of payment to all senior indebtedness and deposits of BRB, whether now existing or hereafter incurred, (ii) pari passu in right of payment with BRB's existing 5.250% Subordinated Notes due 2027 (of which $200,000,000 in aggregate principal amount is currently outstanding) and any future subordinated indebtedness of BRB that by its terms ranks equally with the Notes, and (iii) senior in right of payment to any junior subordinated indebtedness and all classes of equity of BRB. For the avoidance of doubt, BRFG is not an obligor on the Notes, and the Notes do not constitute obligations of, nor are they guaranteed by, BRFG, except to the extent that certain representations and covenants in the Transaction Documents (as defined below) reference the consolidated financial condition and operations of BRFG and its subsidiaries;
(i) Optional Redemption. The Notes will be redeemable at the option of BRB, in whole or in part, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon to (but excluding) the date of redemption, on or after the Reset Date (March 1, 2031), subject in each case to the prior written approval of the Office of the Comptroller of the Currency (the "OCC") to the extent then required under applicable law and regulation;
(j) Special Redemption. The Notes will also be redeemable at the option of BRB, in whole but not in part, at any time prior to or after the Reset Date, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon to (but excluding) the date of redemption, upon the occurrence of a Tax Event or a Regulatory Capital Treatment Event (each as defined in the Indenture), subject in each case to the prior written approval of the OCC to the extent then required under applicable law and regulation;
WHEREAS, the Notes are intended to qualify as Tier 2 regulatory capital of BRB for purposes of the risk-based capital adequacy rules of the OCC set forth in 12 C.F.R. Part 3, which implements the Basel III capital framework as applicable to national banking associations supervised by the OCC, and the structure and terms of the Notes have been designed to satisfy the eligibility criteria for Tier 2 capital instruments under 12 C.F.R. § 3.20;
WHEREAS, BRB has filed a notice with the OCC pursuant to 12 C.F.R. § 5.47 regarding the proposed issuance of subordinated debt securities, and the OCC has reviewed such notice and issued a letter of non-objection dated February 12, 2026 (OCC File No. 2026-SUB-0031), indicating that the OCC does not object to the proposed issuance of the Notes on the terms described in BRB's notice filing;
WHEREAS, in connection with the Offering, BRB proposes to enter into the following agreements, documents, and instruments (collectively, the "Transaction Documents"):
(a) a Purchase Agreement (the "Purchase Agreement") among BRB, as issuer, Wainwright Zanthor & Co., LLC, as representative of the initial purchasers (the "Representative"), Redstone Capital Markets LLC, and Kensington Hale Securities Inc. (the Representative, Redstone Capital Markets LLC, and Kensington Hale Securities Inc., collectively, the "Initial Purchasers"), setting forth the terms and conditions upon which the Initial Purchasers will purchase the Notes from BRB;
(b) an Indenture (the "Indenture") between BRB, as issuer, and Brindoval Trust Company, National Association, as trustee (the "Trustee"), with the Trustee's Corporate Trust Office located at 100 Federal Street, Suite 800, Boston, Massachusetts 02110, governing the terms, conditions, and covenants relating to the Notes;
(c) a Registration Rights Agreement (the "Registration Rights Agreement") among BRB and the Initial Purchasers, providing for the registration with the Securities and Exchange Commission of an exchange offer or shelf registration statement with respect to the Notes under certain circumstances;
(d) the Global Note or Global Notes (collectively, the "Global Note") representing the Notes, to be executed by BRB and authenticated by the Trustee in accordance with the Indenture;
(e) a Confidential Offering Memorandum (and any preliminary version thereof) (the "Offering Memorandum") describing BRB, BRFG, and the consolidated Belmont Ridge group and the terms of the Notes, to be prepared and distributed to prospective purchasers of the Notes in connection with the Offering; and
(f) such other documents, instruments, agreements, certificates, and writings as may be necessary, advisable, or desirable in connection with the foregoing, including without limitation officers' certificates, legal opinions of Calderwood & Harkness LLP (issuer's counsel, with offices at One Liberty Plaza, 52nd Floor, New York, New York 10006) and Pennfield & Associates LLP (Initial Purchasers' counsel), comfort letters, DTC eligibility letters, and such other closing deliverables as may be contemplated by the Purchase Agreement;
WHEREAS, the Board has been informed that the net proceeds of the Offering are estimated at approximately Three Hundred Forty-Five Million Seven Hundred Thousand Dollars ($345,700,000), after deducting the Initial Purchasers' discount of Two Million Two Hundred Seventy-Five Thousand Dollars ($2,275,000) and estimated offering expenses of approximately One Million One Hundred Fifty Thousand Dollars ($1,150,000), and that such net proceeds will be used by BRB for general corporate purposes, including the support and expansion of BRB's digital banking platform and operations, and the potential future redemption of BRB's existing 5.250% Subordinated Notes due 2027 ($200,000,000 in aggregate principal amount outstanding, maturing November 15, 2027), subject to the prior approval of the OCC;
WHEREAS, the Board has been informed that BRB reported total consolidated assets of $62.4 billion as of December 31, 2025, a Tier 1 capital ratio of 11.8%, and a total risk-based capital ratio of 14.2% as of the same date, and that the market capitalization of BRFG is approximately $8.2 billion as of February 2026, and the Board has considered the impact of the Offering on the capital position and financial condition of BRB and the consolidated group;
WHEREAS, the Board has been informed that the Notes have been assigned a credit rating of BBB with a stable outlook by Meridian Ratings Group, Inc. and a credit rating of Baa2 with a stable outlook by Archer Bond Analytics LLC, and the Board has considered such ratings in evaluating the Offering;
WHEREAS, the Board, having reviewed the terms and conditions of the Offering and the Transaction Documents, and having considered the financial condition and capital needs of BRB and the consolidated group, and having received and considered the recommendations of management and the reports and advice of BRFG's and BRB's legal and financial advisors, has determined that the issuance of the Notes and the execution, delivery, and performance by BRB of the Transaction Documents, and the consummation of the transactions contemplated thereby, are fair to, and in the best interests of, BRFG and BRB, and are consistent with the safe and sound operation of the consolidated banking organization;
NOW, THEREFORE, BE IT:
RESOLUTIONS.  RESOLVED, that the Board of Directors of Belmont Ridge Financial Group, Inc., acting in its capacity as the sole shareholder of Belmont Ridge Bank, National Association, hereby acknowledges and consents to the issuance and sale by BRB of Three Hundred Fifty Million Dollars ($350,000,000) in aggregate principal amount of its 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036, bearing CUSIP No. 082651 AB7 and ISIN No. US082651AB73, on the terms and conditions substantially as described in the recitals set forth above, including but not limited to the interest rate, maturity, subordination provisions, optional and special redemption provisions, and minimum denomination, and hereby consents to BRB's negotiation, execution, delivery, and performance of each of the Transaction Documents in connection therewith, including without limitation the Purchase Agreement, the Indenture, the Registration Rights Agreement, the Global Note, and all related and ancillary documents, instruments, agreements, and certificates; and it is further
RESOLVED, that the Board hereby approves and consents to the execution and delivery by BRB of each of the Transaction Documents, in substantially the forms presented to, reviewed by, or described for the Board at or prior to this meeting, together with such changes, modifications, additions, supplements, and amendments thereto as the officers of BRB executing such Transaction Documents shall approve, the execution and delivery by such officers of any such Transaction Document (with or without such changes, modifications, additions, supplements, or amendments) to be conclusive evidence of such officers' determination that the terms thereof are in the best interests of BRB and of the approval contemplated by this resolution; and it is further
RESOLVED, that the Board hereby acknowledges and approves the intended use of the net proceeds from the Offering as described in the recitals hereto, including the application of such net proceeds for general corporate purposes of BRB, the support and expansion of BRB's digital banking platform and operations, and the potential future redemption, in whole or in part, of BRB's existing 5.250% Subordinated Notes due 2027 ($200,000,000 in aggregate principal amount outstanding, maturing November 15, 2027), on such terms and at such times as the officers of BRB shall determine to be appropriate and in the best interests of BRB, subject in each case to the prior written approval of the OCC to the extent then required under applicable law and regulation; and it is further
RESOLVED, that the Board hereby acknowledges the receipt by BRB of the non-objection letter from the Office of the Comptroller of the Currency dated February 12, 2026, bearing OCC File No. 2026-SUB-0031, with respect to BRB's proposed issuance of subordinated debt securities, and the Board hereby authorizes and directs the officers of BRFG to take all actions necessary, advisable, or desirable in connection with any regulatory filings, notices, reports, and applications required of, or advisable for, BRFG in connection with the Offering, including without limitation (a) the preparation, review, execution, and filing with the Board of Governors of the Federal Reserve System of applicable FR Y-9C Consolidated Financial Statements for Holding Companies and any other reports or schedules required under the Bank Holding Company Act of 1956, as amended, reflecting the new Tier 2 capital instruments at BRB, (b) any filings, notices, or applications required by or advisable under the rules and regulations of the OCC, the Federal Deposit Insurance Corporation, or any other federal or state banking regulatory authority, and (c) any filings, disclosures, or reports required by or advisable under the rules and regulations of the Securities and Exchange Commission, the New York Stock Exchange, or any other securities regulatory authority or self-regulatory organization; and it is further
RESOLVED, that the Board hereby acknowledges the preparation and distribution by BRB and its advisors of a Confidential Offering Memorandum (and any preliminary version thereof) describing BRB, BRFG, and the consolidated Belmont Ridge group, including the business, financial condition, results of operations, capital position, and regulatory status thereof, and describing the terms and conditions of the Notes, and the Board hereby consents to the inclusion and use of information regarding BRFG (including consolidated financial data, business descriptions, risk factors, and other information relating to the holding company and the consolidated group) in such Offering Memorandum and any supplements, amendments, or updates thereto, for the purposes of the Offering and the resale of the Notes by the Initial Purchasers to QIBs pursuant to Rule 144A under the Securities Act; and it is further
RESOLVED, that each of the following officers of BRFG, acting singly or together:
•  Marcus D. Harrington, Chief Executive Officer;
•  Priya Narasimhan, Chief Financial Officer; and
•  Diane K. Wexler, General Counsel and Corporate Secretary;
be, and each of them hereby is, authorized, empowered, and directed, in the name and on behalf of BRFG, to negotiate, execute, and deliver, or cause to be negotiated, executed, and delivered, any and all documents, instruments, certificates, agreements, notices, filings, consents, waivers, and other writings, and to take or cause to be taken any and all actions, as any such officer, in such officer's sole discretion, shall deem necessary, advisable, or appropriate to carry out the intent and purposes of the foregoing resolutions and to consummate the transactions contemplated hereby, including without limitation the execution and delivery of any shareholder consents, support agreements, officer's certificates, secretary's certificates, incumbency certificates, authorizing resolutions, and such other documents as may be required by the Initial Purchasers, the Trustee, issuer's counsel, Initial Purchasers' counsel, the OCC, the Board of Governors of the Federal Reserve System, or any other party in connection with the Offering, and the execution and delivery by any such officer of any such document, or the taking by any such officer of any such action, shall be conclusive evidence of such officer's determination that such document or action is necessary, advisable, or appropriate and of the authority granted by these resolutions; and it is further
RESOLVED, that any and all actions heretofore taken by any officer, director, employee, or agent of BRFG, in the name and on behalf of BRFG, in connection with the matters described in or contemplated by the foregoing resolutions, including without limitation any actions taken in connection with the preparation, negotiation, and finalization of the Transaction Documents, the Offering Memorandum, the OCC notice filing, and the engagement of legal, financial, and other advisors, are hereby ratified, confirmed, approved, and adopted in all respects as the authorized acts and deeds of BRFG; and it is further
RESOLVED, that the officers of BRFG are hereby authorized and empowered to do and perform, or cause to be done and performed, all such further acts and things, and to negotiate, execute, and deliver, or cause to be negotiated, executed, and delivered, all such further agreements, instruments, documents, certificates, and writings, in the name and on behalf of BRFG, as any such officer shall deem necessary, advisable, or appropriate to carry out the intent and purposes of these resolutions and to consummate the transactions contemplated hereby, including without limitation the payment or authorization of payment of any and all fees, costs, expenses, taxes, and other amounts payable in connection with the Offering or the transactions contemplated by the Transaction Documents, and the engagement and compensation of such legal counsel, financial advisors, accountants, trustees, registrars, paying agents, and other professionals and service providers as may be necessary or desirable in connection therewith.
CERTIFICATION CLOSING
IN WITNESS WHEREOF, the undersigned, being the duly elected and acting Secretary of Belmont Ridge Financial Group, Inc., has executed this certification and affixed the corporate seal of the Company hereto as of February 24, 2026 (the Closing Date of the Offering).
BELMONT RIDGE FINANCIAL GROUP, INC.
By: ________
Name: Diane K. Wexler
Title: Secretary
Date: February 24, 2026
Address: 600 Lexington Avenue, 38th Floor
New York, New York 10022
[CORPORATE SEAL]
INCUMBENCY CONFIRMATION
I, Marcus D. Harrington, Chief Executive Officer of Belmont Ridge Financial Group, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certify that Diane K. Wexler is the duly elected and acting Secretary of Belmont Ridge Financial Group, Inc., that she holds the office and possesses the authority described above, and that the signature appearing above is her true and genuine signature.
BELMONT RIDGE FINANCIAL GROUP, INC.
By: ________
Name: Marcus D. Harrington
Title: Chief Executive Officer
Date: February 24, 2026
Address: 600 Lexington Avenue, 38th Floor
New York, New York 10022
CONFIDENTIAL — This document constitutes a certified copy of resolutions of the Board of Directors of Belmont Ridge Financial Group, Inc., and is being provided solely in connection with the private placement of the 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 of Belmont Ridge Bank, National Association. This document is not to be reproduced or distributed except as required in connection with the Offering and the Transaction Documents referenced herein.

CERTIFIED COPY OF RESOLUTIONS OF THE BOARD OF DIRECTORS OF BELMONT RIDGE FINANCIAL GROUP, INC.

CERTIFICATION

RESOLUTIONS OF THE BOARD OF DIRECTORS OF BELMONT RIDGE FINANCIAL GROUP, INC.

NOW, THEREFORE, BE IT:

CERTIFICATION CLOSING

BELMONT RIDGE FINANCIAL GROUP, INC.

INCUMBENCY CONFIRMATION

BELMONT RIDGE FINANCIAL GROUP, INC.

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