Attachments: Closing Checklist — BRB Subordinated Notes (closing-checklist.xlsx); Closing Funds Flow Memorandum — Settlement February 24, 2026 (closing-funds-flow-memorandum.xlsx)
Dear All,
As you know, the closing of Belmont Ridge Bank, National Association's $350,000,000 aggregate principal amount of 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 (CUSIP 082651 AB7) is expected to occur on Monday, February 24, 2026, following pricing and execution of the Purchase Agreement on February 19, 2026.
This email summarizes the closing mechanics, document delivery sequence, wire transfer instructions, and timing for Monday's closing. Please find attached for reference the closing checklist and the closing funds flow memorandum, each reflecting the current state of deliverables and settlement mechanics. For internal reference, this is Calderwood & Harkness Matter No. 1045-00001.
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**1. Closing Timeline / Schedule**
Closing will be conducted virtually — no in-person closing is required. Documents will be delivered via email (PDF execution copies), with wet-ink originals to follow by overnight courier where applicable. The anticipated timeline is as follows:
**By 9:00 AM ET on Monday, February 24:**
All pre-signed closing documents (other than those to be released simultaneously at closing) should be delivered in escrow to Calderwood & Harkness. The key documents expected to be held in escrow include:
- Executed Indenture (between BRB and Brindoval Trust Company, N.A., as Trustee) - Executed Registration Rights Agreement (between BRB and the Initial Purchasers) - Officer's Certificate (bring-down of representations and warranties, to be signed by Marcus D. Harrington, Chief Executive Officer, and Priya Narasimhan, Chief Financial Officer) - Secretary's Certificate (to be signed by Diane K. Wexler, Corporate Secretary, attaching certified copies of BRB's charter (OCC Charter No. 18742), bylaws, board resolutions, and incumbency certificate) - Certified Board Resolutions of BRB - Certified Board Resolutions of Belmont Ridge Financial Group, Inc. ("BRFG") (acknowledging and consenting to the issuance of the Notes) - Cross-Receipt (to be released simultaneously with the transfer of funds and delivery of the Notes) - Legal opinions (issuer's counsel, initial purchasers' counsel, and trustee's counsel) - Comfort letter from Whitmore & Lathrop, P.C. (addressed to BRB and the Initial Purchasers) - Reliance letter from Calderwood & Harkness permitting each of the Initial Purchasers and Pennfield & Associates LLP to rely on C&H's opinions and negative assurance letter
**By 9:30 AM ET:**
Confirmation call among all parties to verify that all documents and deliverables have been received in escrow and are in satisfactory form. Representatives from each of the following should participate: Calderwood & Harkness, Pennfield & Associates, Wainwright Zanthor, BRB (Treasurer's office), and Brindoval Trust.
- **Dial-in:** 1-888-555-0142 - **Passcode:** 482100#
**By 10:00 AM ET:**
Assuming all documents are confirmed in order, Calderwood & Harkness will circulate an email to all parties authorizing the release of all escrowed documents and confirming that the closing conditions under the Purchase Agreement have been satisfied or waived.
**Simultaneously upon release of escrow:**
- Wiring of funds per the Closing Funds Flow Memorandum (see Section 3 below). - Delivery of the Global Note to Brindoval Trust Company, N.A., as Trustee, for credit through The Depository Trust Company ("DTC").
**By 12:00 PM ET (target):**
Receipt of confirmed wire transfers; closing deemed effective as of such time.
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**2. Document Delivery Sequence and Outstanding Items**
The attached closing checklist reflects the current status of all deliverables. Below is a summary of the items each party is responsible for and the items that remain outstanding.
**Calderwood & Harkness — Items to be finalized over the weekend / Monday morning:**
- Final execution copies of the Indenture (to be dated February 24, 2026) - Form of Rule 144A Global Note (CUSIP 082651 AB7; ISIN US082651AB73) — to be authenticated by Brindoval Trust as Trustee - Legal opinion of Calderwood & Harkness LLP (corporate and securities opinion addressed to the Initial Purchasers) - Tax opinion of Calderwood & Harkness LLP (addressed to BRB, opining on the characterization of the Notes as indebtedness for U.S. federal income tax purposes) - Negative assurance letter (Rule 10b-5) of Calderwood & Harkness LLP addressed to the Initial Purchasers - Reliance letter permitting the Initial Purchasers (Wainwright Zanthor & Co., LLC, Redstone Capital Markets LLC, and Kensington Hale Securities Inc.) and Pennfield & Associates LLP to rely on C&H's opinions and negative assurance letter
**Outstanding items requested from each party:**
- **BRB (Diane / Jonathan):** Please deliver the following by 9:00 AM ET Monday: - Executed officer's certificate (signed by Marcus D. Harrington and Priya Narasimhan) - Secretary's certificate with all attachments (certified charter (OCC Charter No. 18742), bylaws, board resolutions, and incumbency) - Good standing certificate from the Office of the Comptroller of the Currency - Confirmation of wire instructions for BRB's receiving account (see Section 3 below — we would appreciate receiving this by end of day today if possible)
- **BRFG:** Good standing certificate from the Delaware Secretary of State. Diane or Jonathan — can you please confirm that this has been ordered and provide the expected delivery date?
- **Pennfield (Tom / Nadia):** Please provide: - Final form of the initial purchasers' counsel opinion - Confirmation that Wainwright Zanthor & Co., LLC, Redstone Capital Markets LLC, and Kensington Hale Securities Inc. have each executed their respective signature pages to the Registration Rights Agreement
- **Brindoval Trust (Helen):** Please provide: - Executed Indenture (trustee's counterpart) - Authentication of the Global Note - DTC eligibility letter confirming that CUSIP 082651 AB7 is eligible for deposit with DTC (DTC Participant No. 0447 for Brindoval Trust) - Trustee's counsel opinion
- **Whitmore & Lathrop:** Final comfort letter. We have reviewed the draft comfort letter and provided comments to Greg Fontaine's office. Greg's office has confirmed that the final comfort letter will be delivered by 9:00 AM ET on Monday.
For completeness, please note that the OCC non-objection letter (OCC File No. 2026-SUB-0031, received February 12, 2026) is already on file with Calderwood & Harkness, and a copy will be included in the closing binder. Additionally, the executed Purchase Agreement (dated February 19, 2026) is already in hand.
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**3. Wire Transfer Instructions and Funds Flow**
Please refer to the attached Closing Funds Flow Memorandum for full detail. The key elements of the funds flow are summarized below:
**Aggregate purchase price from the Initial Purchasers:** $349,125,000
- Representing $350,000,000 aggregate principal amount at the issue price of 99.750% - Less the initial purchasers' discount of $2,275,000 - **Net proceeds to BRB (before offering expenses):** $346,850,000
**Initial purchasers' discount allocation:**
| Initial Purchaser
**Payment of offering expenses (estimated at $1,150,000, to be paid by BRB from proceeds):**
| Payee
**Net proceeds to BRB after all expenses: $345,700,000**
Action items on funds flow:
- **Jonathan Talbott (BRB Treasurer):** Please confirm BRB's receiving wire instructions by end of day today, Friday, February 21. - **Doug Moreno (Wainwright Zanthor):** Please confirm the wire instructions for each initial purchaser's discount payment (Wainwright Zanthor, Redstone, and Kensington Hale). - **All payees:** If your wire instructions are not already on file with Calderwood & Harkness, please provide them at your earliest convenience so that we can finalize the funds flow memorandum.
The funds flow memorandum includes ABA routing numbers and account details for each payee; all instructions will be verified on the confirmation call Monday morning at 9:30 AM ET.
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**4. Global Note and DTC Mechanics**
The Rule 144A Global Note representing $350,000,000 aggregate principal amount (minimum denomination of $150,000 and integral multiples of $1,000 in excess thereof) will be authenticated by Brindoval Trust Company, N.A., as Trustee, and deposited with DTC in the name of Cede & Co., as nominee, for book-entry transfer.
Helen — please confirm that DTC has been notified of the closing and that CUSIP 082651 AB7 / ISIN US082651AB73 are active and eligible in DTC's system. For reference, Brindoval Trust's DTC Participant No. is 0447.
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**5. Post-Closing Matters**
For the group's awareness, the following post-closing items will need to be addressed promptly following Monday's closing:
- **OCC Post-Issuance Notification:** BRB will need to file the required post-issuance notification with the OCC within the applicable time period. Calderwood & Harkness has prepared a draft and will coordinate with BRB on filing. - **Registration Rights Timeline:** The registration rights timeline under the Registration Rights Agreement commences from the closing date. Calderwood & Harkness will circulate a separate summary of key deadlines following closing. - **First Interest Payment Date:** The first interest payment date on the Notes is September 1, 2026 (semi-annual, fixed rate period). - **Closing Binder:** Calderwood & Harkness will compile and distribute the closing binder (both physical and electronic copies) to all parties following closing.
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Please review the attached closing checklist and funds flow memorandum carefully and revert with any questions, comments, or discrepancies by end of day today, Friday, February 21. To the extent any issues arise over the weekend, please do not hesitate to reach out directly.
Vivienne St. Claire and Claire Dempsey are copied on this email and are available to assist with any questions as well. I can be reached on my direct line at (212) 547-3918 and will be available over the weekend.
Thank you all for your efforts in bringing this transaction to the finish line. We look forward to a smooth closing on Monday.
Best regards,
Eric Johannsen Calderwood & Harkness LLP One Liberty Plaza, 52nd Floor New York, NY 10006 T: (212) 547-3918 E: ejohanns@calderwoodharkness.com