Attachments: 1. Purchase Agreement — Executed Signature Pages (PDF) 2. Pricing Term Sheet dated February 19, 2026 (PDF)
Dear Diane,
I am pleased to confirm that pricing of the offering occurred today, February 19, 2026. Congratulations to you and the entire BRB team — the investor roadshow on February 17–18 generated very strong demand across institutional accounts, which contributed directly to the favorable pricing terms summarized below. This is an excellent result for the bank.
**Pricing Confirmation — Key Terms**
Set forth below is a summary of the key pricing terms. Please refer to the attached Pricing Term Sheet, which supplements the Preliminary Confidential Offering Memorandum dated February 14, 2026, for complete details.
- **Instrument:** $350,000,000 aggregate principal amount of 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 - **Issuer:** Belmont Ridge Bank, National Association - **Fixed Rate Coupon:** 6.750% per annum, payable semi-annually on March 1 and September 1, commencing September 1, 2026 - **Floating Rate (effective March 1, 2031):** Compounded SOFR + 275 basis points, payable quarterly - **Issue Price:** 99.750% of par, resulting in gross proceeds of $349,125,000 - **Initial Purchasers' discount:** 0.650% ($2,275,000) - **Net Proceeds to BRB (before offering expenses):** $346,850,000 - **Maturity Date:** March 1, 2036 - **Optional Redemption:** Callable at par beginning March 1, 2031 (the "Reset Date"), subject to prior OCC approval - **CUSIP:** 082651 AB7 / **ISIN:** US082651AB73 - **Ratings:** BBB (stable) from Meridian Ratings Group; Baa2 (stable) from Archer Bond Analytics
**Execution of Purchase Agreement**
I am also pleased to confirm that the Purchase Agreement dated February 19, 2026 has been executed by all parties:
- Belmont Ridge Bank, National Association, as Issuer; - Wainwright Zanthor & Co., LLC, as Representative of the Initial Purchasers and Lead Bookrunner; - Redstone Capital Markets LLC, as Co-Manager; and - Kensington Hale Securities Inc., as Co-Manager.
The executed signature pages are attached for BRB's records. As you know, Pennfield & Associates LLP (Thomas Kessler and Nadia Volkov) acted as counsel to the Initial Purchasers in connection with the negotiation and execution of the Purchase Agreement.
**Expected Closing — February 24, 2026 (T+3)**
Settlement and closing are expected on Tuesday, February 24, 2026 (T+3). The Notes will be issued under the Indenture between BRB and Brindoval Trust Company, N.A., as Trustee, dated as of the Closing Date. The Global Note will be deposited with DTC in book-entry form, with Cede & Co. as nominee.
**Next Steps and Action Items Before Closing**
We will circulate the pre-closing checklist and finalized closing mechanics early next week. Eric Johannsen will coordinate the document delivery sequence and wire transfer instructions with all parties, including Brindoval Trust (Helen Briggs) and Wainwright Zanthor (Douglas Moreno / Samantha Chen-Whitfield).
The following closing deliverables remain to be finalized:
1. Executed Indenture and Global Note 2. Registration Rights Agreement (execution version) 3. Officer's Certificate — bring-down of representations, to be signed by Marcus Harrington and Priya Narasimhan 4. Secretary's Certificate — Diane, we will need you to certify the charter, bylaws, board resolutions, and incumbency 5. Good standing certificates (OCC for BRB; Delaware Secretary of State for Belmont Ridge Financial Group, Inc.) 6. Legal opinions: - Calderwood & Harkness corporate/securities opinion, tax opinion, and negative assurance letter - Pennfield & Associates opinion on behalf of Initial Purchasers' counsel - Trustee's counsel opinion 7. Comfort letter from Whitmore & Lathrop, P.C. (Gregory Fontaine) 8. DTC eligibility letter 9. Closing funds flow memorandum and cross-receipt 10. OCC post-issuance notification (to be filed promptly after closing; OCC File No. 2026-SUB-0031)
As a reminder, the OCC non-objection letter was received on February 12, 2026, and no further regulatory approvals are required for closing.
**Funds Flow Preview**
The funds flow memorandum is being finalized and will detail the following: gross proceeds of $349,125,000 from the Initial Purchasers, less the $2,275,000 initial purchasers' discount (allocated 60% / 25% / 15% among Wainwright Zanthor, Redstone, and Kensington Hale, respectively), for net proceeds of $346,850,000 to BRB, plus payment of estimated offering expenses of approximately $1,150,000 to various service providers. Final wire instructions will follow from Eric Johannsen early next week.
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We are confident that closing will proceed smoothly on the 24th. Please do not hesitate to reach out if you, Jonathan, Priya, or anyone else on your team have any questions or need anything from us in the interim. We are available over the weekend as needed.
Again, congratulations on a very successful pricing — well deserved.
Best regards,
**Vivienne St. Claire** Partner, Capital Markets Calderwood & Harkness LLP One Liberty Plaza, 52nd Floor New York, NY 10006 T: (212) 471-8300 E: vstclaire@calderwoodharkness.com
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