[sheet: Closing Checklist]

Item No.	Category	Document Description	Responsible Party	Status	Date Due / Delivered	Executed Copies	Notes / Comments
1	A. Core Transaction Documents	Purchase Agreement, dated February 19, 2026, among Belmont Ridge Bank, National Association, Wainwright Zanthor & Co., LLC (as Representative of the Initial Purchasers), Redstone Capital Markets LLC, and Kensington Hale Securities Inc.	Calderwood & Harkness LLP / Pennfield & Associates LLP	Executed	February 19, 2026	6	Signed by all parties on Pricing Date; governs purchase and sale of $350,000,000 Notes at issue price of 99.750% less 0.650% initial purchasers' discount; NY governing law
2	A. Core Transaction Documents	Indenture, dated as of February 24, 2026, between Belmont Ridge Bank, National Association (as Issuer) and Brindoval Trust Company, National Association (as Trustee)	Calderwood & Harkness LLP	Final — for execution at closing	February 24, 2026	4	Governs the 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036; includes subordination provisions, optional redemption (callable at par beginning March 1, 2031), Tax Event and Regulatory Capital Treatment Event redemption, events of default, discharge/defeasance; NY governing law
3	A. Core Transaction Documents	First Supplemental Indenture / Officers' Certificate Establishing the Notes, pursuant to the Indenture	Calderwood & Harkness LLP	Final — for execution at closing	February 24, 2026	4	Establishes terms, form, and conditions of the Notes; $350,000,000 aggregate principal amount; CUSIP 082651 AB7; ISIN US082651AB73
4	A. Core Transaction Documents	Form of Rule 144A Global Note representing $350,000,000 aggregate principal amount of 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036	Calderwood & Harkness LLP	Final — for execution at closing	February 24, 2026	1	Attached as exhibit to Indenture; book-entry only through DTC (Cede & Co. as nominee); CUSIP 082651 AB7; minimum denomination $150,000 and integral multiples of $1,000 in excess thereof; transfer restriction legend included
5	A. Core Transaction Documents	Registration Rights Agreement, dated February 24, 2026, among Belmont Ridge Bank, National Association and the Initial Purchasers (Wainwright Zanthor & Co., LLC, Redstone Capital Markets LLC, and Kensington Hale Securities Inc.)	Calderwood & Harkness LLP / Pennfield & Associates LLP	Final — for execution at closing	February 24, 2026	6	Provides for shelf registration statement or exchange offer within specified periods; liquidated damages for failure to comply; NY governing law
6	B. Offering Documents	Confidential Offering Memorandum, dated February 19, 2026 (Final)	Calderwood & Harkness LLP	Final — printed and distributed	February 19, 2026	N/A	Final OM with all pricing terms: 6.750% fixed coupon, Compounded SOFR + 275 bps floating, issue price 99.750%, maturity March 1, 2036, reset date March 1, 2031; ratings BBB (Meridian) / Baa2 (Archer); distributed to QIBs only; printed by Donnegan Financial Press Inc.
7	B. Offering Documents	Preliminary Confidential Offering Memorandum, dated February 14, 2026	Calderwood & Harkness LLP	Final — printed	February 14, 2026	N/A	Marked 'Subject to Completion'; pricing terms left blank; printed by Donnegan Financial Press Inc.
8	B. Offering Documents	Pricing Term Sheet, dated February 19, 2026	Calderwood & Harkness LLP / Wainwright Zanthor & Co., LLC	Final	February 19, 2026	N/A	Supplements Preliminary OM; sets forth $350,000,000 principal, 6.750% fixed coupon, Compounded SOFR + 275 bps floating, issue price 99.750%, settlement February 24, 2026, CUSIP 082651 AB7, ISIN US082651AB73, ratings BBB / Baa2, initial purchasers' discount 0.650%
9	C. Legal Opinions — Issuer's Counsel	Opinion of Calderwood & Harkness LLP (Corporate / Securities), dated February 24, 2026, addressed to the Initial Purchasers	Calderwood & Harkness LLP	Final — for delivery at closing	February 24, 2026	1	Opines on: due organization/good standing of BRB; corporate power and authority; due authorization, execution, delivery of Purchase Agreement, Indenture, Registration Rights Agreement, and Notes; valid issuance and enforceability as subordinated obligations; Section 4(a)(2) / Rule 144A exemption; TIA exemption under Section 304(a)(4)(A); no conflicts; no additional governmental approvals required
10	C. Legal Opinions — Issuer's Counsel	Tax Opinion of Calderwood & Harkness LLP, dated February 24, 2026, addressed to Belmont Ridge Bank, National Association	Calderwood & Harkness LLP (Leonard Cross)	Final — for delivery at closing	February 24, 2026	1	Opines that the Notes will be characterized as indebtedness for U.S. federal income tax purposes
11	C. Legal Opinions — Issuer's Counsel	Negative Assurance Letter (10b-5) of Calderwood & Harkness LLP, dated February 24, 2026, addressed to the Initial Purchasers	Calderwood & Harkness LLP	Final — for delivery at closing	February 24, 2026	1	Negative assurance regarding the Offering Memorandum — no untrue statement of material fact or omission as of its date and as of the Closing Date
12	C. Legal Opinions — Issuer's Counsel	Reliance Letter of Calderwood & Harkness LLP, dated February 24, 2026, permitting the Initial Purchasers and Pennfield & Associates LLP to rely on the corporate/securities opinion and negative assurance letter	Calderwood & Harkness LLP	Final — for delivery at closing	February 24, 2026	1	Addressed to Wainwright Zanthor & Co., LLC, Redstone Capital Markets LLC, Kensington Hale Securities Inc., and Pennfield & Associates LLP
13	D. Legal Opinions — Initial Purchasers' Counsel	Opinion of Pennfield & Associates LLP, dated February 24, 2026, addressed to Belmont Ridge Bank, National Association	Pennfield & Associates LLP (Thomas R. Kessler)	Pending — draft received for review	February 24, 2026	1	Opines on authority of Initial Purchasers, no registration required for resales under Rule 144A, and related matters
14	E. Legal Opinions — Trustee's Counsel	Opinion of counsel to Brindoval Trust Company, National Association, dated February 24, 2026	Brindoval Trust's outside counsel (form prepared by Calderwood & Harkness LLP for review)	Pending — draft form circulated	February 24, 2026	1	Opines on Brindoval Trust's due organization, authority to act as Trustee, and enforceability of Indenture against Trustee
15	F. Issuer Certificates	Officer's Certificate (Bring-Down of Representations and Warranties), dated February 24, 2026, signed by Marcus D. Harrington (CEO) and Priya Narasimhan (CFO)	Calderwood & Harkness LLP (draft); BRB (execution)	Final — for execution at closing	February 24, 2026	2	Certifies reps and warranties in Purchase Agreement are true and correct as of Closing Date; compliance with covenants and conditions; no Material Adverse Change since date of OM
16	F. Issuer Certificates	Secretary's Certificate, dated February 24, 2026, signed by Diane K. Wexler, Corporate Secretary of BRB	Calderwood & Harkness LLP (draft); BRB (execution)	Final — for execution at closing	February 24, 2026	2	Attaches certified copies of: (i) Articles of Association / Charter (OCC Charter No. 18742), (ii) Amended and Restated Bylaws, (iii) board resolutions authorizing offering, (iv) incumbency and specimen signatures of authorized officers
17	G. Board Resolutions	Certified copy of resolutions of the Board of Directors of Belmont Ridge Bank, National Association	Calderwood & Harkness LLP (draft); Diane K. Wexler (certification)	Executed	February 24, 2026	2	Authorizes issuance of $350,000,000 Notes, execution and delivery of Indenture, Purchase Agreement, Registration Rights Agreement, and related documents
18	G. Board Resolutions	Certified copy of resolutions of the Board of Directors of Belmont Ridge Financial Group, Inc.	Calderwood & Harkness LLP (draft); BRFG Secretary (certification)	Executed	February 24, 2026	2	BRFG as sole shareholder of BRB acknowledges and consents to BRB's issuance of subordinated notes and related transactions
19	H. Good Standing / Existence Certificates	Certificate of Corporate Existence and Good Standing from the Office of the Comptroller of the Currency for Belmont Ridge Bank, National Association (OCC Charter No. 18742)	BRB	Received	February 2026	1	Confirms BRB is duly organized and existing as a national banking association in good standing under the National Bank Act
20	H. Good Standing / Existence Certificates	Certificate of Good Standing from the Delaware Secretary of State for Belmont Ridge Financial Group, Inc.	BRFG	Received	February 2026	1	Confirms BRFG is in good standing in Delaware
21	I. Regulatory	OCC Non-Objection Letter re: Issuance of Subordinated Debt under 12 C.F.R. § 5.47 (OCC File No. 2026-SUB-0031)	BRB / OCC	Received	February 12, 2026	1	Non-objection to issuance of $350,000,000 subordinated notes qualifying as Tier 2 capital; filed by BRB with assistance of Calderwood & Harkness LLP
22	I. Regulatory	OCC Post-Issuance Notification (draft for filing after closing)	Calderwood & Harkness LLP	Draft — for filing post-closing	Post-closing (within required period)	N/A	To be filed with OCC after closing, including final terms, executed Indenture and form of Note, and certification of compliance with original notice; OCC File No. 2026-SUB-0031
23	J. Comfort Letter and Auditors	Comfort Letter of Whitmore & Lathrop, P.C., dated February 24, 2026, addressed to BRB and the Initial Purchasers	Whitmore & Lathrop, P.C. (Gregory D. Fontaine)	Pending — draft reviewed; final to be issued at closing	February 24, 2026	1	SAS 72 / AU-C Section 920 procedures; covers specified financial data in the Offering Memorandum
24	J. Comfort Letter and Auditors	Comfort Letter Request from Calderwood & Harkness LLP (Eric Johannsen) to Whitmore & Lathrop, P.C.	Calderwood & Harkness LLP	Delivered	Pre-closing	N/A	Specifies form, scope, financial data to be covered, and applicable cut-off dates

25	K. DTC / Book-Entry	DTC Eligibility Letter confirming eligibility of Global Note (CUSIP 082651 AB7) for deposit with The Depository Trust Company	Brindoval Trust Company, N.A. / DTC	Pending	February 24, 2026	1	References Brindoval Trust's DTC Participant No. 0447; book-entry transfer confirmed
26	L. Funds Flow and Settlement	Closing Funds Flow Memorandum — wire transfer instructions and funds flow for February 24, 2026 settlement	Calderwood & Harkness LLP	Final	February 24, 2026	N/A	Gross proceeds $349,125,000; less initial purchasers' discount $2,275,000 (Wainwright Zanthor $1,365,000 (60%), Redstone $568,750 (25%), Kensington Hale $341,250 (15%)); net proceeds to BRB $346,850,000; offering expenses $1,150,000 (Calderwood & Harkness $425,000, Pennfield $275,000, Brindoval Trust $35,000, Whitmore & Lathrop $85,000, rating agencies $210,000, Donnegan $45,000, misc. $75,000); net proceeds after all expenses $345,700,000
27	L. Funds Flow and Settlement	Cross-Receipt, dated February 24, 2026, among Belmont Ridge Bank, National Association and the Initial Purchasers	Calderwood & Harkness LLP	Final — for execution at closing	February 24, 2026	4	Evidences delivery of Rule 144A Global Note ($350,000,000 principal) by BRB to Brindoval Trust (as Trustee) and payment of $346,850,000 (net of initial purchasers' discount) by Initial Purchasers via wire transfer of immediately available funds
28	M. Rating Agency	Meridian Ratings Group, Inc. — Rating Letter (BBB, stable outlook) for the subordinated notes	Meridian Ratings Group, Inc. (Kenji Okamura)	Received	January 22, 2026	1	Rating of BBB with stable outlook assigned to the Notes
29	M. Rating Agency	Archer Bond Analytics LLC — Rating Letter (Baa2, stable outlook) for the subordinated notes	Archer Bond Analytics LLC (Rebecca Lin-Torres)	Received	January 22, 2026	1	Rating of Baa2 with stable outlook assigned to the Notes
30	N. Correspondence	Closing Letter from Vivienne St. Claire (Calderwood & Harkness LLP) to Diane K. Wexler (BRB), dated February 24, 2026, transmitting closing binders and summarizing post-closing obligations	Calderwood & Harkness LLP	Final — for delivery at closing	February 24, 2026	1	Summarizes post-closing obligations including OCC post-issuance filing deadline, registration rights timeline, first interest payment date September 1, 2026, ongoing reporting; Matter No. 1045-00001
31	N. Correspondence	Pre-Closing Confirmation Email from Eric Johannsen (Calderwood & Harkness LLP) to all parties confirming closing mechanics, document delivery sequence, wire instructions, and timing for February 24, 2026 closing	Calderwood & Harkness LLP (Eric Johannsen)	Sent	February 21, 2026	N/A	Recipients: Diane K. Wexler, Jonathan R. Talbott (BRB); Thomas R. Kessler, Nadia Volkov (Pennfield); Douglas P. Moreno, Samantha Chen-Whitfield (Wainwright Zanthor); Helen M. Briggs (Brindoval Trust); attaches closing checklist and funds flow memorandum
32	N. Correspondence	Email — Pricing Confirmation and Execution of Purchase Agreement, from Vivienne St. Claire to Diane K. Wexler, dated February 19, 2026	Calderwood & Harkness LLP (Vivienne St. Claire)	Sent	February 19, 2026	N/A	Confirms pricing at 6.750% fixed coupon, issue price 99.750%; Purchase Agreement executed by all parties; attaches executed signature pages and Pricing Term Sheet; closing expected February 24, 2026 (T+3)

[sheet: Key Parties & Contacts]

Party Full Legal Name	Short Name	Role in Transaction	Key Contact(s)	Title	Address	Notes
Belmont Ridge Bank, National Association	BRB	Issuer	Marcus D. Harrington; Priya Narasimhan; Diane K. Wexler; Jonathan R. Talbott	CEO; CFO; General Counsel & Corporate Secretary; Treasurer	600 Lexington Avenue, 38th Floor, New York, NY 10022	OCC Charter No. 18742; RSSD ID 2847391; EIN 13-4827156; FDIC Certificate No. 28463; NYSE: BRBK
Belmont Ridge Financial Group, Inc.	BRFG	Parent Holding Company (sole shareholder of BRB; not an obligor on the Notes)	Marcus D. Harrington	CEO	600 Lexington Avenue, 38th Floor, New York, NY 10022	Delaware corporation; EIN 13-4827099; NYSE: BRBK (listed entity)
Calderwood & Harkness LLP	C&H	Issuer's Counsel	Vivienne St. Claire (Responsible Partner); Robert Adeyemi (Billing Partner); Eric Johannsen (Lead Associate); Claire Dempsey (Working Associate); Leonard Cross (Tax)	Partners / Associates	One Liberty Plaza, 52nd Floor, New York, NY 10006	Matter No. 1045-00001
Wainwright Zanthor & Co., LLC	Wainwright Zanthor	Lead Initial Purchaser / Lead Bookrunner	Douglas P. Moreno; Samantha Chen-Whitfield	Head of DCM (Bank Capital); Managing Director	383 Madison Avenue, New York, NY 10179	Delaware LLC; SEC-registered broker-dealer; FINRA member; 60% of discount ($1,365,000)
Redstone Capital Markets LLC	Redstone	Co-Manager / Initial Purchaser	200 Park Avenue, Suite 4500, New York, NY 10166	Delaware LLC; SEC-registered broker-dealer; 25% of discount ($568,750)
Kensington Hale Securities Inc.	Kensington Hale	Co-Manager / Initial Purchaser	One World Financial Center, Suite 2700, New York, NY 10281	New York corporation; SEC-registered broker-dealer; 15% of discount ($341,250)
Pennfield & Associates LLP	Pennfield	Initial Purchasers' Counsel	Thomas R. Kessler; Nadia Volkov	Lead Partner; Lead Associate	1585 Broadway, 30th Floor, New York, NY 10036	Fees reimbursed by BRB per Purchase Agreement; estimated $275,000
Brindoval Trust Company, National Association	Brindoval Trust	Trustee / Paying Agent / Registrar / Transfer Agent	Helen M. Briggs	Corporate Trust Officer	100 Federal Street, Suite 800, Boston, MA 02110	DTC Participant No. 0447; acceptance/annual fee $35,000
Whitmore & Lathrop, P.C.	W&L	Independent Auditors	Gregory D. Fontaine	Lead Audit Partner	30 Rockefeller Plaza, 25th Floor, New York, NY 10112	Registered public accounting firm; comfort letter fee $85,000
Meridian Ratings Group, Inc.	Meridian	Rating Agency #1 (NRSRO)	Kenji Okamura	Lead Analyst	55 Water Street, New York, NY 10041	Rating: BBB (stable outlook)
Archer Bond Analytics LLC	Archer	Rating Agency #2 (NRSRO)	Rebecca Lin-Torres	Lead Analyst	111 South Wacker Drive, Suite 3200, Chicago, IL 60606	Rating: Baa2 (stable outlook)
Donnegan Financial Press Inc.	Donnegan	Financial Printer	40 West 23rd Street, 10th Floor, New York, NY 10010	Printing fee $45,000

[sheet: Key Dates & Timeline]

Date	Event	Status	Notes
November 15, 2017	Issuance date of existing 5.250% Subordinated Notes due 2027 ($200,000,000 outstanding)	Completed	Trustee: Brindoval Trust; separate indenture dated November 15, 2017; first call date November 15, 2022 (already callable); maturity November 15, 2027
November 10, 2025	Engagement letter signed; engagement opened	Completed	Calderwood & Harkness LLP engaged as issuer's counsel; Matter No. 1045-00001
November 12, 2025	Initial organizational call	Completed
December 5, 2025	First draft Offering Memorandum circulated	Completed
December 9–11, 2025	Due diligence sessions (management, finance, legal)	Completed
January 8, 2026	Rating agency presentations	Completed	Presentations to Meridian Ratings Group and Archer Bond Analytics
January 22, 2026	Ratings received	Completed	Meridian: BBB (stable); Archer: Baa2 (stable)
February 12, 2026	OCC non-objection letter received	Completed	OCC File No. 2026-SUB-0031; filing under 12 C.F.R. § 5.47
February 14, 2026	Preliminary Confidential Offering Memorandum printed	Completed	Marked 'Subject to Completion'; printed by Donnegan Financial Press Inc.
February 17–18, 2026	Investor roadshow	Completed
February 19, 2026	Pricing Date / Signing of Purchase Agreement	Completed	6.750% fixed coupon; issue price 99.750%; Purchase Agreement executed
February 24, 2026	Expected Closing Date (T+3)	Scheduled	Delivery of Notes against payment; execution of Indenture, Registration Rights Agreement; delivery of all closing deliverables
September 1, 2026	First interest payment date	Future	Semi-annual fixed coupon payment of 6.750% per annum
March 1, 2031	Fixed-to-Floating Rate Reset Date / First Optional Redemption Date	Future	Coupon changes to Compounded SOFR + 275 bps, payable quarterly; callable at par subject to OCC approval
November 15, 2027	Maturity of existing 5.250% Subordinated Notes due 2027	Future	$200,000,000; BRB may use portion of new offering proceeds to fund future redemption
March 1, 2036	Maturity Date of 6.750% Subordinated Notes due 2036	Future	$350,000,000 aggregate principal amount

[sheet: Economic Terms Summary]

Item	Amount / Rate	Detail / Reconciliation
Aggregate Principal Amount	$350,000,000	Fixed per term sheet
Fixed Coupon	6.750% per annum	Semi-annual payments on March 1 and September 1; commencing September 1, 2026
Floating Coupon (after Reset Date)	Compounded SOFR + 275 bps	Quarterly payments on March 1, June 1, September 1, December 1; commencing March 1, 2031
Reset Date	March 1, 2031	Fixed-to-floating rate conversion; also first optional redemption date
Maturity Date	March 1, 2036
Issue Price	99.750% of par	$350,000,000 × 0.99750 = $349,125,000
Gross Proceeds	$349,125,000
Initial Purchasers' discount	0.650% ($2,275,000)	$350,000,000 × 0.00650
— Wainwright Zanthor (60%)	$1,365,000	$2,275,000 × 0.60
— Redstone (25%)	$568,750	$2,275,000 × 0.25
— Kensington Hale (15%)	$341,250	$2,275,000 × 0.15
Net Proceeds (before expenses)	$346,850,000	$349,125,000 − $2,275,000
Estimated Offering Expenses	$1,150,000	See breakdown below
— Calderwood & Harkness LLP (issuer's counsel)	$425,000	Estimated fees and disbursements
— Pennfield & Associates LLP (initial purchasers' counsel)	$275,000	Reimbursed by BRB per Purchase Agreement
— Brindoval Trust (trustee acceptance/first-year fee)	$35,000
— Whitmore & Lathrop, P.C. (comfort letter)	$85,000
— Rating agency fees (Meridian + Archer combined)	$210,000
— Donnegan Financial Press Inc. (printing)	$45,000
— Miscellaneous (blue sky, EDGAR, etc.)	$75,000
Net Proceeds (after all expenses)	$345,700,000	$346,850,000 − $1,150,000
CUSIP	082651 AB7
ISIN	US082651AB73
Minimum Denomination	$150,000	Plus integral multiples of $1,000 in excess thereof

Ratings	BBB (Meridian) / Baa2 (Archer)	Both stable outlook
Ranking	Subordinated unsecured	Junior to senior indebtedness and deposits; pari passu with existing 5.250% Sub Notes due 2027 ($200MM outstanding); senior to junior subordinated debt and equity
Tier 2 Capital Treatment	Intended to qualify	Under 12 C.F.R. Part 3 (OCC rules implementing Basel III)
BRB Tier 1 Capital Ratio (12/31/2025)	11.8%	Per BRB Call Report
BRB Total Risk-Based Capital Ratio (12/31/2025)	14.2%	Per BRB Call Report
BRB Total Assets (12/31/2025)	$62.4 billion	Per BRB financial statements

[sheet: Closing Checklist]
Item No. | Category | Document Description | Responsible Party | Status | Date Due / Delivered | Executed Copies | Notes / Comments
1 | A. Core Transaction Documents | Purchase Agreement, dated February 19, 2026, among Belmont Ridge Bank, National Association, Wainwright Zanthor & Co., LLC (as Representative of the Initial Purchasers), Redstone Capital Markets LLC, and Kensington Hale Securities Inc. | Calderwood & Harkness LLP / Pennfield & Associates LLP | Executed | February 19, 2026 | 6 | Signed by all parties on Pricing Date; governs purchase and sale of $350,000,000 Notes at issue price of 99.750% less 0.650% initial purchasers' discount; NY governing law
2 | A. Core Transaction Documents | Indenture, dated as of February 24, 2026, between Belmont Ridge Bank, National Association (as Issuer) and Brindoval Trust Company, National Association (as Trustee) | Calderwood & Harkness LLP | Final — for execution at closing | February 24, 2026 | 4 | Governs the 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036; includes subordination provisions, optional redemption (callable at par beginning March 1, 2031), Tax Event and Regulatory Capital Treatment Event redemption, events of default, discharge/defeasance; NY governing law
3 | A. Core Transaction Documents | First Supplemental Indenture / Officers' Certificate Establishing the Notes, pursuant to the Indenture | Calderwood & Harkness LLP | Final — for execution at closing | February 24, 2026 | 4 | Establishes terms, form, and conditions of the Notes; $350,000,000 aggregate principal amount; CUSIP 082651 AB7; ISIN US082651AB73
4 | A. Core Transaction Documents | Form of Rule 144A Global Note representing $350,000,000 aggregate principal amount of 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 | Calderwood & Harkness LLP | Final — for execution at closing | February 24, 2026 | 1 | Attached as exhibit to Indenture; book-entry only through DTC (Cede & Co. as nominee); CUSIP 082651 AB7; minimum denomination $150,000 and integral multiples of $1,000 in excess thereof; transfer restriction legend included
5 | A. Core Transaction Documents | Registration Rights Agreement, dated February 24, 2026, among Belmont Ridge Bank, National Association and the Initial Purchasers (Wainwright Zanthor & Co., LLC, Redstone Capital Markets LLC, and Kensington Hale Securities Inc.) | Calderwood & Harkness LLP / Pennfield & Associates LLP | Final — for execution at closing | February 24, 2026 | 6 | Provides for shelf registration statement or exchange offer within specified periods; liquidated damages for failure to comply; NY governing law
6 | B. Offering Documents | Confidential Offering Memorandum, dated February 19, 2026 (Final) | Calderwood & Harkness LLP | Final — printed and distributed | February 19, 2026 | N/A | Final OM with all pricing terms: 6.750% fixed coupon, Compounded SOFR + 275 bps floating, issue price 99.750%, maturity March 1, 2036, reset date March 1, 2031; ratings BBB (Meridian) / Baa2 (Archer); distributed to QIBs only; printed by Donnegan Financial Press Inc.
7 | B. Offering Documents | Preliminary Confidential Offering Memorandum, dated February 14, 2026 | Calderwood & Harkness LLP | Final — printed | February 14, 2026 | N/A | Marked 'Subject to Completion'; pricing terms left blank; printed by Donnegan Financial Press Inc.
8 | B. Offering Documents | Pricing Term Sheet, dated February 19, 2026 | Calderwood & Harkness LLP / Wainwright Zanthor & Co., LLC | Final | February 19, 2026 | N/A | Supplements Preliminary OM; sets forth $350,000,000 principal, 6.750% fixed coupon, Compounded SOFR + 275 bps floating, issue price 99.750%, settlement February 24, 2026, CUSIP 082651 AB7, ISIN US082651AB73, ratings BBB / Baa2, initial purchasers' discount 0.650%
9 | C. Legal Opinions — Issuer's Counsel | Opinion of Calderwood & Harkness LLP (Corporate / Securities), dated February 24, 2026, addressed to the Initial Purchasers | Calderwood & Harkness LLP | Final — for delivery at closing | February 24, 2026 | 1 | Opines on: due organization/good standing of BRB; corporate power and authority; due authorization, execution, delivery of Purchase Agreement, Indenture, Registration Rights Agreement, and Notes; valid issuance and enforceability as subordinated obligations; Section 4(a)(2) / Rule 144A exemption; TIA exemption under Section 304(a)(4)(A); no conflicts; no additional governmental approvals required
10 | C. Legal Opinions — Issuer's Counsel | Tax Opinion of Calderwood & Harkness LLP, dated February 24, 2026, addressed to Belmont Ridge Bank, National Association | Calderwood & Harkness LLP (Leonard Cross) | Final — for delivery at closing | February 24, 2026 | 1 | Opines that the Notes will be characterized as indebtedness for U.S. federal income tax purposes
11 | C. Legal Opinions — Issuer's Counsel | Negative Assurance Letter (10b-5) of Calderwood & Harkness LLP, dated February 24, 2026, addressed to the Initial Purchasers | Calderwood & Harkness LLP | Final — for delivery at closing | February 24, 2026 | 1 | Negative assurance regarding the Offering Memorandum — no untrue statement of material fact or omission as of its date and as of the Closing Date
12 | C. Legal Opinions — Issuer's Counsel | Reliance Letter of Calderwood & Harkness LLP, dated February 24, 2026, permitting the Initial Purchasers and Pennfield & Associates LLP to rely on the corporate/securities opinion and negative assurance letter | Calderwood & Harkness LLP | Final — for delivery at closing | February 24, 2026 | 1 | Addressed to Wainwright Zanthor & Co., LLC, Redstone Capital Markets LLC, Kensington Hale Securities Inc., and Pennfield & Associates LLP
13 | D. Legal Opinions — Initial Purchasers' Counsel | Opinion of Pennfield & Associates LLP, dated February 24, 2026, addressed to Belmont Ridge Bank, National Association | Pennfield & Associates LLP (Thomas R. Kessler) | Pending — draft received for review | February 24, 2026 | 1 | Opines on authority of Initial Purchasers, no registration required for resales under Rule 144A, and related matters
14 | E. Legal Opinions — Trustee's Counsel | Opinion of counsel to Brindoval Trust Company, National Association, dated February 24, 2026 | Brindoval Trust's outside counsel (form prepared by Calderwood & Harkness LLP for review) | Pending — draft form circulated | February 24, 2026 | 1 | Opines on Brindoval Trust's due organization, authority to act as Trustee, and enforceability of Indenture against Trustee
15 | F. Issuer Certificates | Officer's Certificate (Bring-Down of Representations and Warranties), dated February 24, 2026, signed by Marcus D. Harrington (CEO) and Priya Narasimhan (CFO) | Calderwood & Harkness LLP (draft); BRB (execution) | Final — for execution at closing | February 24, 2026 | 2 | Certifies reps and warranties in Purchase Agreement are true and correct as of Closing Date; compliance with covenants and conditions; no Material Adverse Change since date of OM
16 | F. Issuer Certificates | Secretary's Certificate, dated February 24, 2026, signed by Diane K. Wexler, Corporate Secretary of BRB | Calderwood & Harkness LLP (draft); BRB (execution) | Final — for execution at closing | February 24, 2026 | 2 | Attaches certified copies of: (i) Articles of Association / Charter (OCC Charter No. 18742), (ii) Amended and Restated Bylaws, (iii) board resolutions authorizing offering, (iv) incumbency and specimen signatures of authorized officers
17 | G. Board Resolutions | Certified copy of resolutions of the Board of Directors of Belmont Ridge Bank, National Association | Calderwood & Harkness LLP (draft); Diane K. Wexler (certification) | Executed | February 24, 2026 | 2 | Authorizes issuance of $350,000,000 Notes, execution and delivery of Indenture, Purchase Agreement, Registration Rights Agreement, and related documents
18 | G. Board Resolutions | Certified copy of resolutions of the Board of Directors of Belmont Ridge Financial Group, Inc. | Calderwood & Harkness LLP (draft); BRFG Secretary (certification) | Executed | February 24, 2026 | 2 | BRFG as sole shareholder of BRB acknowledges and consents to BRB's issuance of subordinated notes and related transactions
19 | H. Good Standing / Existence Certificates | Certificate of Corporate Existence and Good Standing from the Office of the Comptroller of the Currency for Belmont Ridge Bank, National Association (OCC Charter No. 18742) | BRB | Received | February 2026 | 1 | Confirms BRB is duly organized and existing as a national banking association in good standing under the National Bank Act
20 | H. Good Standing / Existence Certificates | Certificate of Good Standing from the Delaware Secretary of State for Belmont Ridge Financial Group, Inc. | BRFG | Received | February 2026 | 1 | Confirms BRFG is in good standing in Delaware
21 | I. Regulatory | OCC Non-Objection Letter re: Issuance of Subordinated Debt under 12 C.F.R. § 5.47 (OCC File No. 2026-SUB-0031) | BRB / OCC | Received | February 12, 2026 | 1 | Non-objection to issuance of $350,000,000 subordinated notes qualifying as Tier 2 capital; filed by BRB with assistance of Calderwood & Harkness LLP
22 | I. Regulatory | OCC Post-Issuance Notification (draft for filing after closing) | Calderwood & Harkness LLP | Draft — for filing post-closing | Post-closing (within required period) | N/A | To be filed with OCC after closing, including final terms, executed Indenture and form of Note, and certification of compliance with original notice; OCC File No. 2026-SUB-0031
23 | J. Comfort Letter and Auditors | Comfort Letter of Whitmore & Lathrop, P.C., dated February 24, 2026, addressed to BRB and the Initial Purchasers | Whitmore & Lathrop, P.C. (Gregory D. Fontaine) | Pending — draft reviewed; final to be issued at closing | February 24, 2026 | 1 | SAS 72 / AU-C Section 920 procedures; covers specified financial data in the Offering Memorandum
24 | J. Comfort Letter and Auditors | Comfort Letter Request from Calderwood & Harkness LLP (Eric Johannsen) to Whitmore & Lathrop, P.C. | Calderwood & Harkness LLP | Delivered | Pre-closing | N/A | Specifies form, scope, financial data to be covered, and applicable cut-off dates
25 | K. DTC / Book-Entry | DTC Eligibility Letter confirming eligibility of Global Note (CUSIP 082651 AB7) for deposit with The Depository Trust Company | Brindoval Trust Company, N.A. / DTC | Pending | February 24, 2026 | 1 | References Brindoval Trust's DTC Participant No. 0447; book-entry transfer confirmed
26 | L. Funds Flow and Settlement | Closing Funds Flow Memorandum — wire transfer instructions and funds flow for February 24, 2026 settlement | Calderwood & Harkness LLP | Final | February 24, 2026 | N/A | Gross proceeds $349,125,000; less initial purchasers' discount $2,275,000 (Wainwright Zanthor $1,365,000 (60%), Redstone $568,750 (25%), Kensington Hale $341,250 (15%)); net proceeds to BRB $346,850,000; offering expenses $1,150,000 (Calderwood & Harkness $425,000, Pennfield $275,000, Brindoval Trust $35,000, Whitmore & Lathrop $85,000, rating agencies $210,000, Donnegan $45,000, misc. $75,000); net proceeds after all expenses $345,700,000
27 | L. Funds Flow and Settlement | Cross-Receipt, dated February 24, 2026, among Belmont Ridge Bank, National Association and the Initial Purchasers | Calderwood & Harkness LLP | Final — for execution at closing | February 24, 2026 | 4 | Evidences delivery of Rule 144A Global Note ($350,000,000 principal) by BRB to Brindoval Trust (as Trustee) and payment of $346,850,000 (net of initial purchasers' discount) by Initial Purchasers via wire transfer of immediately available funds
28 | M. Rating Agency | Meridian Ratings Group, Inc. — Rating Letter (BBB, stable outlook) for the subordinated notes | Meridian Ratings Group, Inc. (Kenji Okamura) | Received | January 22, 2026 | 1 | Rating of BBB with stable outlook assigned to the Notes
29 | M. Rating Agency | Archer Bond Analytics LLC — Rating Letter (Baa2, stable outlook) for the subordinated notes | Archer Bond Analytics LLC (Rebecca Lin-Torres) | Received | January 22, 2026 | 1 | Rating of Baa2 with stable outlook assigned to the Notes
30 | N. Correspondence | Closing Letter from Vivienne St. Claire (Calderwood & Harkness LLP) to Diane K. Wexler (BRB), dated February 24, 2026, transmitting closing binders and summarizing post-closing obligations | Calderwood & Harkness LLP | Final — for delivery at closing | February 24, 2026 | 1 | Summarizes post-closing obligations including OCC post-issuance filing deadline, registration rights timeline, first interest payment date September 1, 2026, ongoing reporting; Matter No. 1045-00001
31 | N. Correspondence | Pre-Closing Confirmation Email from Eric Johannsen (Calderwood & Harkness LLP) to all parties confirming closing mechanics, document delivery sequence, wire instructions, and timing for February 24, 2026 closing | Calderwood & Harkness LLP (Eric Johannsen) | Sent | February 21, 2026 | N/A | Recipients: Diane K. Wexler, Jonathan R. Talbott (BRB); Thomas R. Kessler, Nadia Volkov (Pennfield); Douglas P. Moreno, Samantha Chen-Whitfield (Wainwright Zanthor); Helen M. Briggs (Brindoval Trust); attaches closing checklist and funds flow memorandum
32 | N. Correspondence | Email — Pricing Confirmation and Execution of Purchase Agreement, from Vivienne St. Claire to Diane K. Wexler, dated February 19, 2026 | Calderwood & Harkness LLP (Vivienne St. Claire) | Sent | February 19, 2026 | N/A | Confirms pricing at 6.750% fixed coupon, issue price 99.750%; Purchase Agreement executed by all parties; attaches executed signature pages and Pricing Term Sheet; closing expected February 24, 2026 (T+3)
[sheet: Key Parties & Contacts]
Party Full Legal Name | Short Name | Role in Transaction | Key Contact(s) | Title | Address | Notes
Belmont Ridge Bank, National Association | BRB | Issuer | Marcus D. Harrington; Priya Narasimhan; Diane K. Wexler; Jonathan R. Talbott | CEO; CFO; General Counsel & Corporate Secretary; Treasurer | 600 Lexington Avenue, 38th Floor, New York, NY 10022 | OCC Charter No. 18742; RSSD ID 2847391; EIN 13-4827156; FDIC Certificate No. 28463; NYSE: BRBK
Belmont Ridge Financial Group, Inc. | BRFG | Parent Holding Company (sole shareholder of BRB; not an obligor on the Notes) | Marcus D. Harrington | CEO | 600 Lexington Avenue, 38th Floor, New York, NY 10022 | Delaware corporation; EIN 13-4827099; NYSE: BRBK (listed entity)
Calderwood & Harkness LLP | C&H | Issuer's Counsel | Vivienne St. Claire (Responsible Partner); Robert Adeyemi (Billing Partner); Eric Johannsen (Lead Associate); Claire Dempsey (Working Associate); Leonard Cross (Tax) | Partners / Associates | One Liberty Plaza, 52nd Floor, New York, NY 10006 | Matter No. 1045-00001
Wainwright Zanthor & Co., LLC | Wainwright Zanthor | Lead Initial Purchaser / Lead Bookrunner | Douglas P. Moreno; Samantha Chen-Whitfield | Head of DCM (Bank Capital); Managing Director | 383 Madison Avenue, New York, NY 10179 | Delaware LLC; SEC-registered broker-dealer; FINRA member; 60% of discount ($1,365,000)
Redstone Capital Markets LLC | Redstone | Co-Manager / Initial Purchaser | 200 Park Avenue, Suite 4500, New York, NY 10166 | Delaware LLC; SEC-registered broker-dealer; 25% of discount ($568,750)
Kensington Hale Securities Inc. | Kensington Hale | Co-Manager / Initial Purchaser | One World Financial Center, Suite 2700, New York, NY 10281 | New York corporation; SEC-registered broker-dealer; 15% of discount ($341,250)
Pennfield & Associates LLP | Pennfield | Initial Purchasers' Counsel | Thomas R. Kessler; Nadia Volkov | Lead Partner; Lead Associate | 1585 Broadway, 30th Floor, New York, NY 10036 | Fees reimbursed by BRB per Purchase Agreement; estimated $275,000
Brindoval Trust Company, National Association | Brindoval Trust | Trustee / Paying Agent / Registrar / Transfer Agent | Helen M. Briggs | Corporate Trust Officer | 100 Federal Street, Suite 800, Boston, MA 02110 | DTC Participant No. 0447; acceptance/annual fee $35,000
Whitmore & Lathrop, P.C. | W&L | Independent Auditors | Gregory D. Fontaine | Lead Audit Partner | 30 Rockefeller Plaza, 25th Floor, New York, NY 10112 | Registered public accounting firm; comfort letter fee $85,000
Meridian Ratings Group, Inc. | Meridian | Rating Agency #1 (NRSRO) | Kenji Okamura | Lead Analyst | 55 Water Street, New York, NY 10041 | Rating: BBB (stable outlook)
Archer Bond Analytics LLC | Archer | Rating Agency #2 (NRSRO) | Rebecca Lin-Torres | Lead Analyst | 111 South Wacker Drive, Suite 3200, Chicago, IL 60606 | Rating: Baa2 (stable outlook)
Donnegan Financial Press Inc. | Donnegan | Financial Printer | 40 West 23rd Street, 10th Floor, New York, NY 10010 | Printing fee $45,000
[sheet: Key Dates & Timeline]
Date | Event | Status | Notes
November 15, 2017 | Issuance date of existing 5.250% Subordinated Notes due 2027 ($200,000,000 outstanding) | Completed | Trustee: Brindoval Trust; separate indenture dated November 15, 2017; first call date November 15, 2022 (already callable); maturity November 15, 2027
November 10, 2025 | Engagement letter signed; engagement opened | Completed | Calderwood & Harkness LLP engaged as issuer's counsel; Matter No. 1045-00001
November 12, 2025 | Initial organizational call | Completed
December 5, 2025 | First draft Offering Memorandum circulated | Completed
December 9–11, 2025 | Due diligence sessions (management, finance, legal) | Completed
January 8, 2026 | Rating agency presentations | Completed | Presentations to Meridian Ratings Group and Archer Bond Analytics
January 22, 2026 | Ratings received | Completed | Meridian: BBB (stable); Archer: Baa2 (stable)
February 12, 2026 | OCC non-objection letter received | Completed | OCC File No. 2026-SUB-0031; filing under 12 C.F.R. § 5.47
February 14, 2026 | Preliminary Confidential Offering Memorandum printed | Completed | Marked 'Subject to Completion'; printed by Donnegan Financial Press Inc.
February 17–18, 2026 | Investor roadshow | Completed
February 19, 2026 | Pricing Date / Signing of Purchase Agreement | Completed | 6.750% fixed coupon; issue price 99.750%; Purchase Agreement executed
February 24, 2026 | Expected Closing Date (T+3) | Scheduled | Delivery of Notes against payment; execution of Indenture, Registration Rights Agreement; delivery of all closing deliverables
September 1, 2026 | First interest payment date | Future | Semi-annual fixed coupon payment of 6.750% per annum
March 1, 2031 | Fixed-to-Floating Rate Reset Date / First Optional Redemption Date | Future | Coupon changes to Compounded SOFR + 275 bps, payable quarterly; callable at par subject to OCC approval
November 15, 2027 | Maturity of existing 5.250% Subordinated Notes due 2027 | Future | $200,000,000; BRB may use portion of new offering proceeds to fund future redemption
March 1, 2036 | Maturity Date of 6.750% Subordinated Notes due 2036 | Future | $350,000,000 aggregate principal amount
[sheet: Economic Terms Summary]
Item | Amount / Rate | Detail / Reconciliation
Aggregate Principal Amount | $350,000,000 | Fixed per term sheet
Fixed Coupon | 6.750% per annum | Semi-annual payments on March 1 and September 1; commencing September 1, 2026
Floating Coupon (after Reset Date) | Compounded SOFR + 275 bps | Quarterly payments on March 1, June 1, September 1, December 1; commencing March 1, 2031
Reset Date | March 1, 2031 | Fixed-to-floating rate conversion; also first optional redemption date
Maturity Date | March 1, 2036
Issue Price | 99.750% of par | $350,000,000 × 0.99750 = $349,125,000
Gross Proceeds | $349,125,000
Initial Purchasers' discount | 0.650% ($2,275,000) | $350,000,000 × 0.00650
  — Wainwright Zanthor (60%) | $1,365,000 | $2,275,000 × 0.60
  — Redstone (25%) | $568,750 | $2,275,000 × 0.25
  — Kensington Hale (15%) | $341,250 | $2,275,000 × 0.15
Net Proceeds (before expenses) | $346,850,000 | $349,125,000 − $2,275,000
Estimated Offering Expenses | $1,150,000 | See breakdown below
  — Calderwood & Harkness LLP (issuer's counsel) | $425,000 | Estimated fees and disbursements
  — Pennfield & Associates LLP (initial purchasers' counsel) | $275,000 | Reimbursed by BRB per Purchase Agreement
  — Brindoval Trust (trustee acceptance/first-year fee) | $35,000
  — Whitmore & Lathrop, P.C. (comfort letter) | $85,000
  — Rating agency fees (Meridian + Archer combined) | $210,000
  — Donnegan Financial Press Inc. (printing) | $45,000
  — Miscellaneous (blue sky, EDGAR, etc.) | $75,000
Net Proceeds (after all expenses) | $345,700,000 | $346,850,000 − $1,150,000
CUSIP | 082651 AB7
ISIN | US082651AB73
Minimum Denomination | $150,000 | Plus integral multiples of $1,000 in excess thereof
Ratings | BBB (Meridian) / Baa2 (Archer) | Both stable outlook
Ranking | Subordinated unsecured | Junior to senior indebtedness and deposits; pari passu with existing 5.250% Sub Notes due 2027 ($200MM outstanding); senior to junior subordinated debt and equity
Tier 2 Capital Treatment | Intended to qualify | Under 12 C.F.R. Part 3 (OCC rules implementing Basel III)
BRB Tier 1 Capital Ratio (12/31/2025) | 11.8% | Per BRB Call Report
BRB Total Risk-Based Capital Ratio (12/31/2025) | 14.2% | Per BRB Call Report
BRB Total Assets (12/31/2025) | $62.4 billion | Per BRB financial statements

[sheet: Closing Checklist]

Record

Parties

Dates

Amounts