1045-00001 · Client 1045 · Internal Memoranda

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PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT

This memorandum is prepared for the internal use of Calderwood & Harkness LLP and is protected by the attorney-client privilege and the work product doctrine. It should not be disclosed to any third party without the express authorization of the responsible partner.

MEMORANDUM

TO: Vivienne St. Claire, Responsible Partner, Capital Markets Eric Johannsen, Lead Associate, Capital Markets

FROM: Claire Dempsey, Working Associate, Capital Markets

DATE: February 10, 2026

RE: Belmont Ridge Bank, National Association — $350,000,000 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036; Analysis of Section 4(a)(2) / Rule 144A Exemption from Registration and Related Matters

MATTER NO.: 1045-00001

CLIENT: Belmont Ridge Bank, National Association ("BRB")

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I. Executive Summary

The purpose of this memorandum is to analyze the availability of the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), the Rule 144A resale safe harbor promulgated thereunder, the Trust Indenture Act of 1939 exemption, and related transfer restriction and book-entry mechanics for Belmont Ridge Bank, National Association's ("BRB") proposed Rule 144A offering of $350,000,000 aggregate principal amount of 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 (the "Notes").

The proposed offering is structured as a private placement by BRB to three initial purchasers — Wainwright Zanthor & Co., LLC (lead bookrunner), Redstone Capital Markets LLC, and Kensington Hale Securities Inc. (collectively, the "Initial Purchasers") — who will immediately resell the Notes to qualified institutional buyers ("QIBs") within the meaning of Rule 144A under the Securities Act. The offering does not include a Regulation S tranche and is structured as a domestic-only offering. No offers or sales will be made to persons outside the United States.

Based on the analysis set forth below, and subject to the assumptions, qualifications, and open items identified herein, this memorandum reaches the following conclusions:

1. The initial sale of the Notes by BRB to the three Initial Purchasers satisfies the requirements of the Section 4(a)(2) private placement exemption from Securities Act registration.

2. Rule 144A under the Securities Act provides a safe harbor for the resales of the Notes by the Initial Purchasers to persons they reasonably believe are QIBs, and all conditions of Rule 144A are satisfied by the proposed transaction structure.

3. The Notes are exempt from the qualification requirements of the Trust Indenture Act of 1939, as amended (the "TIA"), under Section 304(a)(4)(A) of the TIA because BRB is a national banking association and is the direct issuer of the Notes.

4. The Notes, when resold under Rule 144A, constitute "covered securities" under Section 18(b)(4)(D) of the Securities Act, thereby preempting state blue sky registration requirements.

5. The transfer restrictions and restrictive legend requirements contemplated by the Indenture, the Purchase Agreement, and the Registration Rights Agreement are appropriate and consistent with the exemptions relied upon.

6. The anti-fraud provisions of Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Rule 10b-5 thereunder, and Section 17(a) of the Securities Act continue to apply notwithstanding the registration exemption, and the Offering Memorandum has been prepared consistent with the standard of care required by those provisions.

This memorandum addresses each of these matters in detail in the sections that follow.

II. Background and Transaction Overview

A. The Issuer

Belmont Ridge Bank, National Association is a national banking association organized and existing under the laws of the United States, chartered under the National Bank Act and regulated by the Office of the Comptroller of the Currency ("OCC") (OCC Charter No. 18742). BRB maintains its principal executive offices at 600 Lexington Avenue, 38th Floor, New York, New York 10022.

BRB is a wholly owned subsidiary of Belmont Ridge Financial Group, Inc. ("BRFG"), a Delaware corporation. BRFG is the listed entity on the New York Stock Exchange ("NYSE") and trades under the ticker symbol "BRBK." As of February 2026, BRFG has an approximate market capitalization of $8.2 billion. BRFG serves as the sole bank holding company for BRB within the meaning of the Bank Holding Company Act of 1956, as amended.

As of December 31, 2025, BRB had total consolidated assets of approximately $62.4 billion, making it a top-25 U.S. commercial bank by assets. BRB's primary business lines include commercial banking, commercial real estate lending, treasury management services, private banking, and wealth management. BRB operates 147 branches across eight states, with significant concentrations in the New York, New Jersey, Connecticut, and mid-Atlantic metropolitan areas.

It is important to note for the purposes of this memorandum that BRB — the national bank subsidiary — is the issuer of the Notes, not BRFG, the publicly listed holding company. This distinction has significant implications for the TIA analysis discussed in Section V below and for the applicability of Section 3(a)(2) of the Securities Act discussed in Section X below.

B. The Notes

The principal terms of the Notes are as follows:

The Notes are being issued pursuant to an Indenture (the "Indenture"), dated as of February 24, 2026, between BRB, as issuer, and Brindoval Trust Company, National Association, as Trustee. The Notes do not contain any provisions for early redemption at the option of BRB prior to March 1, 2031, except in limited circumstances relating to a Tax Event or a Regulatory Capital Event (each as defined in the Indenture). On or after March 1, 2031, the Notes may be redeemed at BRB's option, in whole or in part, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest, subject to prior OCC approval to the extent required under applicable regulations.

The subordination provisions of the Notes are designed to comply with the requirements for Tier 2 capital treatment under 12 C.F.R. Part 3, including the requirement that the Notes be subordinated in right of payment to all existing and future senior indebtedness of BRB, including general creditors and depositors.

C. The Initial Purchasers

The three Initial Purchasers for the offering are as follows:

Wainwright Zanthor & Co., LLC serves as the lead initial purchaser and lead bookrunner for the offering. Wainwright Zanthor is a Delaware limited liability company with its principal offices at 383 Madison Avenue, New York, New York 10179. It is registered as a broker-dealer with the Securities and Exchange Commission (the "SEC") and is a member of the Financial Industry Regulatory Authority ("FINRA"). Wainwright Zanthor has extensive experience in the underwriting and placement of bank capital securities, including subordinated notes, senior unsecured notes, and preferred stock offerings by financial institutions.

Redstone Capital Markets LLC serves as a co-manager. Redstone is a Delaware limited liability company with its principal offices at 200 Park Avenue, Suite 4500, New York, New York 10166. It is registered as a broker-dealer with the SEC and is a member of FINRA. Redstone maintains an active fixed-income capital markets platform with particular expertise in community and regional bank capital issuances.

Kensington Hale Securities Inc. serves as a co-manager. Kensington Hale is a New York corporation with its principal offices at One World Financial Center, Suite 2700, New York, New York 10281. It is registered as a broker-dealer with the SEC and is a member of FINRA. Kensington Hale has a well-established institutional distribution platform focused on investment-grade and crossover credit products.

All three Initial Purchasers are parties to the Purchase Agreement, dated as of February 19, 2026 (the "Purchase Agreement"), pursuant to which BRB will sell, and the Initial Purchasers will severally purchase, the Notes at the issue price. The Purchase Agreement contains customary representations, warranties, and covenants by both BRB and the Initial Purchasers, including representations relevant to the securities law analysis set forth in this memorandum.

D. Other Key Parties

The following additional parties are relevant to the transaction:

• Issuer's Counsel: Calderwood & Harkness LLP (this firm), serving as counsel to BRB in connection with the offering.

• Initial Purchasers' Counsel: Pennfield & Associates LLP, lead partner Thomas R. Kessler, with associate Nadia Volkov, serving as counsel to the Initial Purchasers in connection with the offering.

• Trustee, Paying Agent, Registrar, and Transfer Agent: Brindoval Trust Company, National Association, a national banking association with its Corporate Trust Office at 100 Federal Street, Suite 800, Boston, Massachusetts 02110. Brindoval Trust will serve in all four capacities under the Indenture.

E. Key Dates

The anticipated timeline for the offering is as follows:

The roadshow and distribution of offering materials have been conducted in a manner consistent with the exemptions discussed herein. The closing is expected to occur on February 24, 2026, at the offices of Calderwood & Harkness LLP, with delivery of the Notes through the facilities of The Depository Trust Company ("DTC") against payment of the purchase price by the Initial Purchasers via wire transfer of immediately available funds.

III. Section 4(a)(2) Exemption — Initial Placement

A. Statutory Framework

Section 5 of the Securities Act establishes the general prohibition on the offer and sale of securities without an effective registration statement. Specifically, Section 5(a) makes it unlawful to sell a security through the use of any means or instruments of transportation or communication in interstate commerce or of the mails unless a registration statement is in effect as to such security. Section 5(c) separately prohibits offers to sell or offers to buy prior to the filing of a registration statement. Together, these provisions create a comprehensive framework requiring registration of securities before they may be offered or sold to the public.

Section 4(a)(2) of the Securities Act provides an exemption from the registration requirements of Section 5 for "transactions by an issuer not involving any public offering." This exemption is commonly referred to as the "private placement" exemption. Section 4(a)(2) is a transactional exemption — it exempts the particular transaction, not the securities themselves. As a consequence, securities sold in reliance on Section 4(a)(2) remain "restricted securities" and are subject to resale limitations.

Importantly, Section 4(a)(2) is self-executing. Unlike certain other exemptions (such as Regulation D, which requires the filing of a Form D with the SEC), no filing with the SEC is required to claim the Section 4(a)(2) exemption. However, the burden of establishing the availability of the exemption rests on the party claiming it — in this case, BRB as the issuer of the Notes. See SEC v. Ralston Purina Co., 346 U.S. 119, 126 (1953) ("The exemption, being in derogation of a statutory requirement, [must] be construed narrowly."). In the event of a challenge by the SEC or in private litigation, BRB would bear the burden of demonstrating that the transaction satisfied the requirements of Section 4(a)(2).

B. Relevant Judicial and Administrative Guidance

Because the Securities Act does not define the term "public offering" or "private offering," the contours of the Section 4(a)(2) exemption have been developed through decades of judicial interpretation and SEC administrative guidance. The principal authorities are summarized below.

SEC v. Ralston Purina Co., 346 U.S. 119 (1953). In the seminal Supreme Court decision on the scope of Section 4(a)(2), the Court held that the applicability of the private placement exemption turns on "whether the particular class of persons affected need the protection of the Act." The Court focused on the sophistication of the offerees and their ability to "fend for themselves," as well as whether the offerees had "access to the kind of information which registration would disclose." The Court rejected the argument that a numerical limitation alone could define a non-public offering and emphasized instead the qualitative characteristics of the offerees. This decision established the foundational principle that the exemption is available only where the offerees are sufficiently sophisticated and informed that the protections of registration are unnecessary.

SEC Release No. 33-4552 (November 6, 1962). In this interpretive release, the SEC identified several non-exclusive factors to be considered in determining whether an offering qualifies as a private placement under Section 4(a)(2): (i) the number of offerees and their relationship to each other and to the issuer; (ii) the number of units offered; (iii) the size of the offering; and (iv) the manner of the offering. The Commission emphasized that no single factor is determinative and that the analysis is holistic, taking into account the totality of the circumstances. The Commission also stated that the exemption is available only where the offerees have access to the same kind of information that a registration statement would provide.

Doran v. Petroleum Management Corp., 576 F.2d 91 (5th Cir. 1977). The Fifth Circuit in Doran synthesized the prior case law and articulated a four-factor test for the private placement exemption: (1) the number of offerees and their relationship to each other and the issuer; (2) the number of units offered; (3) the size of the offering; and (4) the manner of the offering. Critically, the court held that each offeree must either have access to or be provided with the kind of information that registration would disclose. The court distinguished between "access" (which requires a relationship with the issuer that affords effective access to such information) and "furnishing" (which requires actual delivery of information equivalent to that in a registration statement). The Doran framework has been widely followed by other courts and remains the leading circuit court analysis of Section 4(a)(2).

It is well established that there is no fixed numerical limit on the number of offerees in a Section 4(a)(2) offering. However, the fewer the offerees, the more likely the exemption will be available. The SEC and courts have consistently held that the nature of the solicitation — in particular, whether there has been any general solicitation or general advertising — is a critical factor. Where offers are directed only to a small number of identified, sophisticated persons, the offering is far more likely to qualify as a non-public offering.

C. Application to the BRB Notes Offering

Applying the foregoing legal framework to the proposed offering of the Notes, we analyze each of the principal factors below.

Nature and Number of Offerees. The Notes will be offered and sold by BRB only to the three Initial Purchasers: Wainwright Zanthor, Redstone, and Kensington Hale. There are, accordingly, only three offerees in the initial sale. Each of the three Initial Purchasers is a sophisticated institutional investor and an SEC-registered broker-dealer with substantial experience in capital markets transactions, particularly in the origination, distribution, and trading of bank capital securities. The number and nature of the offerees weigh heavily in favor of the private placement exemption.

It bears emphasis that the Section 4(a)(2) analysis focuses on the initial sale by BRB to the Initial Purchasers. The subsequent resales by the Initial Purchasers to QIBs are separate transactions that are analyzed under Rule 144A, as discussed in Section IV of this memorandum. The fact that the Notes will ultimately be resold to a larger number of QIBs does not affect the Section 4(a)(2) analysis with respect to BRB's initial sale, provided that the Initial Purchasers are purchasing as principals and not as mere conduits for BRB (a point addressed further in Section IV.C below).

Sophistication of Offerees. All three Initial Purchasers are registered broker-dealers under the Exchange Act and are members of FINRA. They maintain substantial capital markets operations, employ experienced professionals in the structuring, pricing, and distribution of debt securities, and have participated in numerous prior offerings of bank subordinated notes and other regulatory capital instruments. Each Initial Purchaser has the financial expertise and resources necessary to evaluate the merits and risks of an investment in the Notes without the protections of Securities Act registration. Under any formulation of the sophistication requirement, the Initial Purchasers amply satisfy this criterion.

Access to Information. BRB has provided the Initial Purchasers with extensive information regarding BRB's business, financial condition, regulatory capital position, risk factors, and the terms of the Notes. Specifically:

(a) BRB conducted comprehensive due diligence sessions on December 9, 10, and 11, 2025, at which BRB's senior management presented to representatives of the Initial Purchasers and their counsel, Pennfield & Associates LLP, detailed information regarding BRB's financial performance, capital adequacy, credit quality, interest rate risk profile, regulatory examination history, and strategic initiatives.

(b) The Initial Purchasers and their counsel have had access to BRB's audited and unaudited financial statements, including the audited consolidated financial statements of BRB for the fiscal years ended December 31, 2024 and December 31, 2023, the unaudited interim financial statements for the nine-month period ended September 30, 2025, and the Call Reports filed by BRB with the OCC and FDIC.

(c) The Initial Purchasers have had access to the SEC periodic reports filed by BRFG (the publicly listed parent holding company), which contain consolidated financial and operating information regarding BRB.

(d) The Initial Purchasers have had direct access to BRB's management team, including the Chief Financial Officer, the Chief Risk Officer, and the Treasurer, for purposes of follow-up questions and supplemental due diligence inquiries.

(e) A detailed Confidential Offering Memorandum has been prepared and provided to the Initial Purchasers. The Preliminary Offering Memorandum was delivered on February 14, 2026, and the Final Offering Memorandum will be dated February 19, 2026. These documents contain information regarding BRB's business, financial condition, results of operations, risk factors, regulatory capital, the terms of the Notes, and the terms of the offering, substantially equivalent to the information that would be included in a registration statement on Form S-1 or Form S-3.

The level of information provided to the Initial Purchasers exceeds the standard articulated in Ralston Purina and Doran. The Initial Purchasers have had access to the kind of information that registration would disclose, and in many respects, they have received information (e.g., non-public regulatory and financial data shared during due diligence) that would not be available in a public registration statement.

Investment Intent and Absence of Redistribution. The Purchase Agreement contains representations from the Initial Purchasers that they are purchasing the Notes for their own accounts with a view to the resale thereof to QIBs in compliance with Rule 144A, and not with a view to the distribution thereof in violation of the Securities Act. The Notes will bear restrictive legends indicating that they have not been registered under the Securities Act and may not be resold except in compliance with applicable exemptions. The transfer restrictions set forth in the Indenture and the Form of Global Note further reinforce the investment intent requirement.

While the fact that the Initial Purchasers intend to immediately resell the Notes under Rule 144A might appear inconsistent with a representation of "investment intent" in the traditional sense, the SEC's adoption of Rule 144A in 1990 was designed to address precisely this situation. The SEC recognized that the initial purchasers in a Rule 144A placement acquire the securities with the intent to resell them to QIBs and that such intent does not negate the private placement character of the initial sale, provided that the resales are conducted in compliance with Rule 144A. See SEC Release No. 33-6862 (April 23, 1990) (adopting release for Rule 144A).

Manner of Offering — No General Solicitation or General Advertising. The offering has been conducted without any form of general solicitation or general advertising. No press releases, tombstone advertisements, newspaper advertisements, Internet postings, or other forms of general solicitation have been used in connection with the initial sale of the Notes to the Initial Purchasers. The investor roadshow conducted on February 17 and 18, 2026 was limited to persons whom the Initial Purchasers reasonably believed to be QIBs. The Preliminary and Final Offering Memoranda have been (and will be) delivered only to persons reasonably believed to be QIBs; each copy bears prominent legends restricting further distribution. The manner of the offering is fully consistent with a non-public offering.

Restriction on Resale. The Notes constitute "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act because they are being acquired from BRB in a transaction not involving any public offering. Restrictive legends will be placed on the Global Note, and the Indenture contains provisions restricting transfers to those that comply with applicable securities law requirements. The Registration Rights Agreement provides for future registration under the Securities Act or the consummation of an exchange offer, at which point the Notes may be freely traded. Until such time, the Notes will remain restricted securities.

D. Conclusion on Section 4(a)(2)

Based on the foregoing analysis, the initial sale of the Notes by BRB to the three Initial Purchasers satisfies all of the requirements for the Section 4(a)(2) private placement exemption from Securities Act registration. The offering involves a limited number of sophisticated institutional purchasers, no general solicitation or general advertising, extensive access to information by the offerees, appropriate investment intent representations, and restrictive legend and transfer restriction mechanisms.

It is critical to note that Section 4(a)(2) exempts only BRB's transaction — that is, the initial sale of the Notes by BRB to the Initial Purchasers. The subsequent resales of the Notes by the Initial Purchasers to QIBs require a separate exemption from registration, which is provided by Rule 144A, as analyzed in the next section.

IV. Rule 144A Resale Safe Harbor

A. Statutory and Regulatory Framework

Rule 144A under the Securities Act (17 C.F.R. § 230.144A) was adopted by the SEC in 1990 to provide a non-exclusive safe harbor from the registration requirements of Section 5 of the Securities Act for resales of certain restricted securities to QIBs. See SEC Release No. 33-6862 (April 23, 1990). Rule 144A was designed to increase the liquidity of the private placement market by providing a clearly defined exemption for institutional resales, thereby reducing the cost of capital for issuers and expanding the pool of available capital.

Rule 144A is a resale exemption — it applies to the resale transactions by the Initial Purchasers (and subsequent holders), not to BRB's initial sale, which is covered by Section 4(a)(2) as discussed in Section III above. Critically, persons reselling securities in reliance on Rule 144A are deemed not to be "underwriters" within the meaning of Section 2(a)(11) of the Securities Act, thereby avoiding the implications that would otherwise attach to the concept of a "distribution" of securities.

Rule 144A is a non-exclusive safe harbor. Satisfaction of its conditions conclusively establishes that the resale transaction is exempt from registration, but failure to satisfy one or more conditions does not necessarily mean that the transaction is not otherwise exempt (e.g., under Section 4(a)(1) or Section 4(a)(1½)).

B. Conditions of Rule 144A

Rule 144A establishes four principal conditions that must be satisfied for the safe harbor to be available. Each is analyzed below in the context of the proposed offering of the Notes.

1. Eligible Securities (Rule 144A(d)(3)). Rule 144A(d)(3) provides that the securities being resold may not be, at the time of the Rule 144A resale, of the same class as securities listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted on a U.S. automated inter-dealer quotation system. The purpose of this restriction is to prevent the development of a parallel unregistered market in securities that are already publicly traded on an exchange.

In the present case, the listed securities of BRB's parent, BRFG, are common shares traded on the NYSE (ticker: BRBK). The Notes are subordinated debt securities of BRB (a separate legal entity from BRFG) and are a fundamentally different class of security from BRFG's common equity. The Notes themselves are not listed or quoted on any national securities exchange or automated inter-dealer quotation system. Accordingly, the Notes are not of the "same class" as any listed or quoted securities, and the eligible securities condition is satisfied.

Additionally, Rule 144A(d)(3)(i) contains a limitation relating to securities that are convertible or exchangeable into listed securities at a conversion premium below a specified threshold. The Notes do not contain any conversion or exchange feature whatsoever. There is no right of the holder to convert the Notes into equity securities of BRB, BRFG, or any other entity. This aspect of the eligible securities condition is therefore also satisfied.

2. Qualified Institutional Buyers (Rule 144A(a)(1)). The QIB concept is central to the Rule 144A framework. Rule 144A(a)(1)(i) defines a QIB as an institution that, in the aggregate, owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with the institution. For purposes of this definition, "securities" includes a broad range of instruments, subject to certain exclusions (e.g., bank deposits and loan participations are excluded). Rule 144A(a)(1)(i) enumerates specific types of eligible entities, including insurance companies, investment companies, employee benefit plans, trust funds, business development companies, certain charitable organizations, and entities owned entirely by QIBs.

For registered broker-dealers, Rule 144A(a)(1)(ii) establishes a lower threshold: a registered broker-dealer qualifies as a QIB if it owns and invests on a discretionary basis at least $10 million in securities of issuers that are not affiliated with the broker-dealer. This reduced threshold reflects the SEC's recognition that broker-dealers, by virtue of their registration, regulatory oversight, and professional expertise, possess a level of sophistication that makes the higher threshold unnecessary.

All three Initial Purchasers — Wainwright Zanthor, Redstone, and Kensington Hale — are registered broker-dealers with the SEC and members of FINRA. Based on publicly available information and representations made in the Purchase Agreement, each of the Initial Purchasers owns and invests on a discretionary basis well in excess of $10 million (and, in the case of Wainwright Zanthor, well in excess of $100 million) in securities of unaffiliated issuers. Each Initial Purchaser therefore qualifies as a QIB under Rule 144A(a)(1).

With respect to subsequent resales, the Initial Purchasers will resell the Notes only to persons they reasonably believe are QIBs, or to persons they reasonably believe are QIBs acting for the accounts of other QIBs, as required by Rule 144A(d)(1). The $150,000 minimum denomination of the Notes is consistent with, and exceeds, the customary minimum denomination for Rule 144A offerings of bank subordinated notes (which is typically $100,000 or $150,000), further reinforcing the institutional-only character of the market and reducing the risk that the Notes will be acquired by non-QIBs.

3. Seller's Reasonable Belief (Rule 144A(d)(1)). Rule 144A(d)(1) requires that the seller (in this case, each Initial Purchaser) reasonably believe that the purchaser is a QIB that is purchasing the securities for its own account or for the account of another QIB. This is an objective standard — the seller must have a reasonable basis for its belief, not merely a subjective hope or assumption.

The Purchase Agreement contains representations by each Initial Purchaser that it will offer and sell the Notes only to persons it reasonably believes are QIBs purchasing for their own accounts or for the accounts of other QIBs. In practice, the Initial Purchasers satisfy this requirement through a combination of methods, including:

(a) maintaining internal lists of accounts that have been verified as QIBs;

(b) obtaining certifications or investor letters from purchasers confirming their QIB status;

(d) utilizing the book-entry mechanics of DTC, which restrict the transfer of beneficial interests in Rule 144A global notes to participants that have been identified as QIBs.

The SEC has acknowledged that reasonable reliance on certifications and databases constitutes a reasonable basis for belief in a purchaser's QIB status, provided that the seller does not have actual knowledge to the contrary. There is no indication that any of the Initial Purchasers intends to sell the Notes to any person that is not a QIB, and the structural features of the offering (minimum denomination, DTC book-entry, restrictive legend, Offering Memorandum distribution controls) are designed to prevent non-QIB participation.

4. Notice Requirement (Rule 144A(d)(2)). Rule 144A(d)(2) requires the seller to take reasonable steps to ensure that the purchaser is aware that the seller may be relying on the exemption from the registration provisions of the Securities Act provided by Rule 144A. This condition is designed to put the purchaser on notice that the securities are restricted and that the seller is not making a registered public offering.

In the present transaction, this requirement is satisfied through multiple mechanisms:

(a) The transfer restriction legend on the Global Note prominently states that the Notes have not been registered under the Securities Act and that they are being offered and sold in reliance on Rule 144A.

(b) The Offering Memorandum contains detailed descriptions of the Rule 144A transfer restrictions applicable to the Notes, including a section titled "Transfer Restrictions" that sets forth the conditions under which the Notes may be resold.

(c) The Purchase Agreement contains representations by BRB and the Initial Purchasers acknowledging the Rule 144A resale structure.

These steps collectively satisfy the notice requirement of Rule 144A(d)(2).

5. Information Requirement (Rule 144A(d)(4)). Rule 144A(d)(4) imposes an information requirement on the issuer when the issuer is not a reporting company under the Exchange Act. Specifically, the rule provides that a holder of the securities and a prospective purchaser designated by such holder must have the right to obtain from the issuer, upon request, "reasonably current" information, including: (i) a brief statement of the nature of the business of the issuer and the products and services it offers; and (ii) the issuer's most recent balance sheet and profit and loss and retained earnings statements (comparable to the financial statements required in registration statements under the Securities Act), provided that such financial information shall be as of a date not more than 16 months before the date of resale.

BRB, as a national banking association, is not itself an SEC reporting company. BRB does not file annual reports on Form 10-K or quarterly reports on Form 10-Q with the SEC. However, there are several factors that ensure the information requirement of Rule 144A(d)(4) is amply satisfied:

(a) Parent Company SEC Reporting. BRFG, BRB's sole parent holding company and the listed entity on the NYSE, is a reporting company under the Exchange Act and files periodic reports with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K. These reports contain consolidated financial and operating information regarding BRB.

(b) OCC and FDIC Call Reports. BRB files quarterly Consolidated Reports of Condition and Income ("Call Reports") with the OCC and the FDIC. These reports are publicly available through the FDIC's website and contain detailed balance sheet, income statement, and regulatory capital information for BRB on an individual bank basis.

(c) Offering Memorandum. The Offering Memorandum prepared in connection with this offering contains extensive financial and business information regarding BRB, including audited financial statements, a description of BRB's business and operations, risk factors, and a summary of the terms of the Notes. This information substantially exceeds the minimum requirements of Rule 144A(d)(4).

(d) Indenture Covenant. The Indenture includes a covenant by BRB to furnish, upon the request of any holder or prospective purchaser of the Notes, the information required by Rule 144A(d)(4)(i) for so long as the Notes are "restricted securities" within the meaning of Rule 144(a)(3) and BRB is not subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act. This contractual commitment provides a backstop to ensure ongoing compliance with the information requirement.

As a practical matter, the volume and quality of publicly available information regarding BRB (through BRFG's SEC filings and BRB's Call Reports) far exceeds the minimum information requirements of Rule 144A(d)(4). The Indenture covenant provides additional assurance that the information requirement will be satisfied on an ongoing basis.

C. Interaction with Section 4(a)(2) and "Integration" Doctrine

A critical issue in any Rule 144A offering is whether the initial sale by the issuer to the initial purchasers and the subsequent resales by the initial purchasers to QIBs could be "integrated" into a single transaction. If such integration were to occur, the issuer (BRB) could be deemed to be selling directly to the ultimate QIB purchasers through the initial purchasers acting as mere conduits or agents. In that event, the Section 4(a)(2) private placement exemption could fail because the number and character of the ultimate offerees might not satisfy the private placement criteria.

This integration risk is addressed by several structural features of the transaction and well-established regulatory guidance:

Principal Purchase. The Initial Purchasers are purchasing the Notes as principals, not as agents of BRB. The Purchase Agreement is structured as a firm commitment purchase; the Initial Purchasers are obligated to purchase the full $350,000,000 aggregate principal amount of the Notes at the agreed issue price and to pay the full purchase price at closing. The Initial Purchasers bear the market risk of the Notes during the distribution period — that is, they assume the economic risk that the Notes may decline in value or that they may be unable to resell the Notes at a price sufficient to cover their purchase price plus expenses.

Separate Transactions. The SEC's adopting release for Rule 144A (SEC Release No. 33-6862) expressly contemplates the two-step structure in which an issuer sells restricted securities to initial purchasers in a private placement under Section 4(a)(2) and the initial purchasers immediately resell the securities to QIBs under Rule 144A. The SEC stated that "the Section 4(a)(2) transaction (the initial placement to the initial purchasers) and the subsequent Rule 144A resales are separate and distinct transactions." The SEC further noted that the initial purchasers' resales to QIBs under Rule 144A do not "taint" the initial Section 4(a)(2) placement.

No Integration with Other Offerings. The integration doctrine also requires consideration of whether the proposed offering could be integrated with other offerings by BRB that are proximate in time or similar in nature. BRB has not conducted, and does not have planned, any other offerings of subordinated debt securities (or similar instruments) that could be integrated with the Notes offering. BRB's existing 5.250% Subordinated Notes due 2027 were issued in October 2022 — more than three years prior to the proposed offering — and are not subject to any ongoing distribution. There is no integration concern arising from other BRB offerings.

No General Solicitation. The investor roadshow conducted on February 17 and 18, 2026 was limited exclusively to persons whom the Initial Purchasers reasonably believed to be QIBs. The Preliminary and Final Offering Memoranda were (and will be) distributed only to such persons. No tombstone advertisements, press releases, Internet postings, or other forms of general solicitation or general advertising have been used in connection with the offering. BRB did issue a press release on February 19, 2026 (the Pricing Date) announcing the pricing of the offering; however, this press release was limited to factual information (amount, coupon, maturity) and included prominent statements that the Notes have not been registered under the Securities Act, that the press release does not constitute an offer to sell, and that the Notes may not be offered or sold in the United States except pursuant to an exemption from registration. This limited announcement is consistent with SEC guidance and customary market practice for Rule 144A offerings and does not constitute general solicitation.

D. Conclusion on Rule 144A

Based on the foregoing analysis, the resales of the Notes by the Initial Purchasers to QIBs satisfy all conditions of Rule 144A under the Securities Act. Specifically:

(a) The Notes are eligible securities under Rule 144A(d)(3) because they are not of the same class as any securities listed on a national securities exchange or quoted on a U.S. automated inter-dealer quotation system.

(b) The purchasers are QIBs within the meaning of Rule 144A(a)(1), and the Initial Purchasers will resell the Notes only to persons they reasonably believe to be QIBs.

(c) The Initial Purchasers will take reasonable steps to inform purchasers that they are relying on Rule 144A, satisfying the notice requirement of Rule 144A(d)(2).

(d) The information requirement of Rule 144A(d)(4) is satisfied through the Offering Memorandum, the Indenture covenant, BRFG's SEC filings, and BRB's Call Reports.

Accordingly, Calderwood & Harkness can provide the opinion in the issuer's counsel legal opinion that the Notes may be resold by the Initial Purchasers in reliance on the exemption from registration provided by Rule 144A under the Securities Act.

V. Trust Indenture Act Exemption

A. General Requirement

The Trust Indenture Act of 1939, as amended (the "TIA"), generally requires that debt securities offered to the public in interstate commerce be issued under an indenture that has been "qualified" with the SEC. Qualification requires the filing of an indenture with the SEC (typically as an exhibit to a Securities Act registration statement) and compliance with the substantive requirements of the TIA regarding the independence and duties of the trustee, reporting obligations, and other investor protections. The purpose of the TIA is to protect the interests of holders of publicly offered debt securities by ensuring the independence and competence of the trustee and establishing minimum standards for indenture provisions.

In the absence of an applicable exemption, the TIA would require BRB to qualify the Indenture with the SEC before issuing the Notes. However, as discussed below, the Notes are exempt from the TIA's qualification requirements.

B. Section 304(a)(4)(A) Exemption for Bank-Issued Securities

Section 304(a)(4)(A) of the TIA provides an exemption from the TIA's qualification requirements for "any security issued or guaranteed by" certain enumerated entities, including "any bank." For purposes of the TIA, the term "bank" is defined in Section 303(6) of the TIA by reference to the definition in the Securities Act, which includes a national banking association.

BRB is a national banking association chartered under the National Bank Act (OCC Charter No. 18742). The Notes are issued directly by BRB — not by BRFG, the parent holding company. Accordingly, the Notes are securities "issued by a bank" within the meaning of Section 304(a)(4)(A) of the TIA, and the Indenture is exempt from the qualification requirements of the TIA.

This exemption is straightforward in its application. The exemption applies by virtue of BRB's status as a national banking association and does not require satisfaction of any additional conditions (such as minimum denomination, offering structure, or purchaser qualifications). The exemption applies regardless of whether the Notes are offered publicly or privately.

C. Practical Implications

Although the Indenture is not required to be qualified under the TIA, BRB and its counsel have elected to draft the Indenture to incorporate certain investor-protective provisions that are customary in bank subordinated note indentures and that reflect the substantive standards that would apply if the TIA were applicable. These provisions include:

(a) Events of default, including payment defaults, breaches of covenants, and the appointment of a receiver or conservator for BRB;

(b) Notice requirements for events of default and other material events;

(c) Duties and responsibilities of the Trustee, including the duty to act prudently in the exercise of its powers and the duty to provide certain notices to holders;

(d) Indemnification provisions for the Trustee;

(e) Provisions regarding the modification and amendment of the Indenture, including limitations on modifications that require the consent of holders; and

(f) Provisions regarding the rights of holders to direct the Trustee's actions in certain circumstances.

Brindoval Trust Company, National Association, the designated Trustee under the Indenture, is a national banking association with a corporate trust department that satisfies the eligibility requirements that would apply under Section 310(a) of the TIA as a matter of best practice. Brindoval Trust has the capital, experience, and operational infrastructure to serve as an effective indenture trustee.

Because the Indenture is not required to be qualified under the TIA, no Statement of Eligibility and Qualification on Form T-1 is required to be filed with the SEC. The Indenture will not bear a TIA qualification legend, and no TIA-related filing fees are payable.

D. Contrast with Holding Company-Issued Securities

It is important to note the consequences that would follow if the issuer of the Notes were BRFG (the parent holding company) rather than BRB (the national bank subsidiary). BRFG is a Delaware corporation and a bank holding company, but it is not itself a "bank" within the meaning of the TIA. Accordingly, if BRFG were the issuer, the Section 304(a)(4)(A) exemption would not be available, and the Indenture would be required to be qualified under the TIA (unless another TIA exemption were available, such as the exemption under Section 304(a)(9) for securities sold in transactions exempt under Section 4(a)(2) of the Securities Act, in combination with the SEC's 2019 amendments to the TIA).

We have confirmed that the issuer is BRB, not BRFG. The Purchase Agreement, the Indenture, and the Offering Memorandum all identify BRB as the sole issuer and obligor on the Notes. No guarantee or other credit support is provided by BRFG with respect to the Notes.

VI. Securities Act Section 18 — Blue Sky Preemption

A. Covered Securities under Section 18(b)(1) and (b)(4)

Section 18 of the Securities Act, as amended by the National Securities Markets Improvement Act of 1996 ("NSMIA"), preempts state securities ("blue sky") registration and qualification requirements for "covered securities." The purpose of Section 18 is to eliminate the duplicative and potentially conflicting regulatory burdens that arise when an offering of securities is subject to both federal and state registration requirements.

Section 18(b)(4)(D) of the Securities Act provides that a security is a "covered security" if it is "offered or sold in a transaction that is exempt from registration under this title pursuant to ... rules or regulations issued under section 4(a)(2) ... to qualified institutional buyers, as defined in rule 144A(a)." This provision encompasses securities sold in Rule 144A transactions to QIBs. The Notes, when resold by the Initial Purchasers to QIBs in reliance on Rule 144A, satisfy this definition and are therefore "covered securities" within the meaning of Section 18(b)(4)(D).

Additionally, the initial sale of the Notes by BRB to the Initial Purchasers in a transaction exempt under Section 4(a)(2) is also preempted from state registration requirements. Section 18(b)(4)(D) encompasses transactions exempt under rules issued under Section 4(a)(2), which includes the initial private placement.

B. Practical Effect

Because the Notes are "covered securities" under Section 18(b)(4)(D), no state blue sky filings or registrations are required in connection with the Rule 144A offering. The states may not impose merit review, registration, or qualification requirements on the offer or sale of the Notes.

It should be noted that Section 18 preserves the authority of the states to impose notice filing requirements and collect fees in connection with covered securities. In practice, BRB's estimated miscellaneous offering expenses of approximately $75,000 include nominal blue sky compliance costs (including expenses associated with a survey of applicable state notice filing requirements and the payment of filing fees in certain states as a precautionary measure). These expenses are minimal, and no substantive state registration or qualification is required.

The states also retain their authority to investigate and bring enforcement actions with respect to fraud in connection with the offer or sale of the Notes, even though substantive registration is preempted.

VII. Transfer Restrictions and Legend Requirements

A. Restricted Securities Status

The Notes are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act. Under Rule 144(a)(3)(ii), securities are "restricted securities" if they are "acquired from the issuer ... in a transaction or chain of transactions not involving any public offering." Because BRB is selling the Notes to the Initial Purchasers in a transaction exempt from registration under Section 4(a)(2), the Notes constitute restricted securities upon their initial issuance.

The Notes will retain their status as restricted securities until one of the following events occurs:

(a) the Notes are registered under the Securities Act pursuant to an effective registration statement (e.g., the shelf registration statement or exchange offer contemplated by the Registration Rights Agreement);

(b) the applicable holding period under Rule 144 has expired and the other conditions of Rule 144 are satisfied (for non-affiliates of BRB, the holding period is one year from the later of the date of acquisition from BRB or from an affiliate of BRB, subject to the availability of current public information regarding BRB under Rule 144(c)); or

During the restricted period, the Notes may be resold only in compliance with an applicable exemption from registration, including Rule 144A (to QIBs), Rule 144 (subject to holding period and other conditions), or other available exemptions.

B. Transfer Restriction Legend

The Global Note will bear a restrictive legend substantially in the form set forth below, as required by the Indenture and the Registration Rights Agreement:

"THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT (I) TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (IN WHICH CASE THE HOLDER SHALL, IF REQUESTED BY THE ISSUER OR THE TRUSTEE, DELIVER AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE ISSUER THAT SUCH TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT), OR (IV) TO THE ISSUER OR ANY SUBSIDIARY THEREOF. THE HOLDER WILL NOTIFY ANY PURCHASER OF THIS NOTE OF THE RESALE RESTRICTIONS SET FORTH HEREIN."

The precise form of the legend language will be set forth in the Form of Global Note attached as an exhibit to the Indenture. It is essential that the legend language be consistent across the Indenture, the Registration Rights Agreement, and the Purchase Agreement. This is identified as an open item in Section XIII below.

C. Transfer Procedures Under the Indenture

The Indenture and Form of Global Note include detailed provisions governing the procedures for transfer of beneficial interests in the Notes. These provisions are designed to ensure compliance with the transfer restrictions described above while facilitating efficient transfers within the Rule 144A market.

Transfers within DTC (Rule 144A Market). Transfers of beneficial interests in the Global Note between DTC participants are accomplished by book-entry through the facilities of DTC, without physical delivery of certificates. Such transfers are effected in accordance with DTC's customary rules and procedures, including the Automated Customer Account Transfer Service ("ACATS") and the Deposit/Withdrawal at Custodian ("DWAC") system. For transfers within the Rule 144A market, the transferor's DTC participant and the transferee's DTC participant process the transfer through DTC, and beneficial ownership is adjusted on the books and records of the respective participants. No certification to the Trustee is required for routine transfers within DTC, provided that the transferee is a QIB.

Transfers Outside the Rule 144A Market. Transfers of beneficial interests outside the Rule 144A market — for example, transfers pursuant to Rule 144 after the applicable holding period, or transfers pursuant to an effective registration statement — require compliance with additional procedures set forth in the Indenture. These procedures may include:

(a) delivery to the Trustee of a written certification by the transferor, in the form specified in the Indenture, certifying the facts supporting the applicable exemption;

(b) where applicable, delivery to the Trustee of an opinion of counsel reasonably acceptable to BRB that the proposed transfer is exempt from the registration requirements of the Securities Act; and

Registrar's Obligation. Brindoval Trust, in its capacity as Registrar under the Indenture, will not register any transfer of the Notes that does not comply with the applicable transfer restrictions. The Registrar is entitled to rely on the certifications, opinions of counsel, and other documentation delivered in connection with transfer requests and will have no duty to independently verify the satisfaction of the conditions to transfer.

D. ERISA Legend Considerations

The Offering Memorandum includes a section on certain considerations under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code of 1986, as amended, as they relate to the acquisition and holding of the Notes by employee benefit plans and other plan investors. However, the Notes are not expected to be treated as "plan assets" of any investing plan for purposes of the fiduciary responsibility and prohibited transaction provisions of ERISA and the Code. Accordingly, no specific ERISA transfer restriction legend is required to be placed on the Global Note. The Offering Memorandum disclosure serves to inform prospective purchasers of the relevant ERISA considerations without imposing additional transfer mechanics.

VIII. DTC Book-Entry Mechanics

A. Global Note Deposited with DTC

The Notes will be represented by a single Rule 144A Global Note (the "Global Note") in fully registered form, registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC"). The Global Note will be deposited with, or on behalf of, DTC and will remain on deposit with DTC until the earlier of its maturity, the exchange of the Notes for registered notes in an exchange offer, or the occurrence of certain events requiring the issuance of certificated notes.

Brindoval Trust Company, N.A., the Trustee, is a DTC participant. Brindoval Trust's DTC Participant Number is 0447. The Global Note will be identified by CUSIP No. 082651 AB7 and ISIN No. US082651AB73.

No certificated Notes (i.e., individual physical note certificates) will be issued except in the following limited circumstances specified in the Indenture:

(a) DTC notifies BRB that it is unwilling or unable to continue as depositary for the Global Note, or DTC ceases to be a registered clearing agency under the Exchange Act, and a successor depositary is not appointed by BRB within 90 days after receiving such notice or becoming aware of such condition;

(b) BRB, in its sole discretion, elects to issue certificated Notes in connection with certain events of default under the Indenture; or

If certificated Notes are issued, they will be registered in the names of the beneficial owners (or their nominees) and will bear the transfer restriction legend described in Section VII.B above.

B. Beneficial Ownership

Beneficial interests in the Global Note will be held through direct and indirect participants in DTC, including banks, broker-dealers, trust companies, clearing corporations, and other organizations that maintain accounts with DTC (collectively, "DTC Participants"). Stonefield Industries ("Thackeray Partners LLC") and Westmark & Co. ("Ashgrove Enterprises") are indirect participants in DTC and may hold interests on behalf of their accountholders, although this is a domestic-only offering and cross-border clearance through Thackeray Partners LLC and Ashgrove Enterprises is not expected to be material.

Beneficial owners of interests in the Global Note will not be "holders" of record for purposes of the Indenture. All rights under the Indenture — including the right to receive payments of interest and principal, the right to consent to amendments and modifications, the right to direct the Trustee's actions, and the right to receive notices — will be exercised by and through DTC and its participants. Beneficial owners must rely on the procedures of DTC and their respective DTC Participants to exercise their rights under the Indenture.

Transfers of beneficial interests in the Global Note between DTC Participants are effected in accordance with DTC's rules and procedures. No physical delivery of the Global Note or any portion thereof is required for such transfers. The rights of beneficial owners in each DTC Participant are governed by the applicable law and the account agreement between such beneficial owner and such DTC Participant.

C. DTC Eligibility

Prior to closing, BRB will obtain (or cause to be obtained) a DTC eligibility letter from DTC confirming that the Global Note is eligible for deposit with DTC and for book-entry transfer through DTC's facilities. The DTC eligibility letter is a customary closing deliverable in Rule 144A offerings and confirms that the Global Note satisfies DTC's requirements for deposit and processing.

The minimum denomination of the Notes ($150,000 and integral multiples of $1,000 in excess thereof) is compatible with DTC's processing requirements. DTC's systems accommodate minimum denominations in various amounts, and the $150,000 minimum denomination does not present any operational issues for DTC processing.

Confirmation that the DTC eligibility letter has been obtained is identified as an open item in Section XIII below and should be verified prior to the Closing Date of February 24, 2026.

D. Payments Through DTC

All payments of interest and principal on the Notes will be made by BRB to Brindoval Trust (as Paying Agent), which will in turn make payment to Cede & Co., as the registered holder of the Global Note. DTC will credit the accounts of the relevant DTC Participants in accordance with its customary procedures. Each DTC Participant will in turn credit the accounts of the beneficial owners it holds on behalf of in accordance with its own internal procedures and applicable account agreements.

BRB and Brindoval Trust may treat DTC (or its nominee, Cede & Co.) as the sole and exclusive holder of the Global Note for all purposes under the Indenture, including for purposes of giving notices, making payments, receiving consents, and determining the holders entitled to vote or take other actions under the Indenture. Neither BRB nor Brindoval Trust will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in the Global Note, or for maintaining, supervising, or reviewing any records relating to such beneficial ownership interests.

IX. Registration Rights Agreement Considerations

A. Overview. In connection with the closing of the offering, BRB and the Initial Purchasers will enter into a Registration Rights Agreement, dated as of February 24, 2026 (the "Registration Rights Agreement"). The Registration Rights Agreement provides that BRB will use commercially reasonable efforts to either:

(a) file a shelf registration statement with the SEC on an appropriate form (such as Form S-1 or Form S-3, to the extent available) covering resales of the Notes by holders thereof; or

(b) consummate a registered exchange offer, pursuant to which holders of the Notes will have the opportunity to exchange their restricted Notes for a new series of notes with substantially identical terms (including interest rate, maturity, redemption provisions, subordination, and Tier 2 capital treatment) that have been registered under the Securities Act and are freely tradable (the "Exchange Notes").

The Registration Rights Agreement sets forth specific deadlines for the filing and effectiveness of the registration statement or the completion of the exchange offer, as well as liquidated damages provisions ("Additional Interest") that would require BRB to pay additional interest on the Notes in the event of certain registration defaults. The specific deadlines, conditions, and liquidated damages mechanics are addressed in detail in a separate Reg

PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT
This memorandum is prepared for the internal use of Calderwood & Harkness LLP and is protected by the attorney-client privilege and the work product doctrine. It should not be disclosed to any third party without the express authorization of the responsible partner.
MEMORANDUM
TO: Vivienne St. Claire, Responsible Partner, Capital Markets Eric Johannsen, Lead Associate, Capital Markets
FROM: Claire Dempsey, Working Associate, Capital Markets
DATE: February 10, 2026
RE: Belmont Ridge Bank, National Association — $350,000,000 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036; Analysis of Section 4(a)(2) / Rule 144A Exemption from Registration and Related Matters
MATTER NO.: 1045-00001
CLIENT: Belmont Ridge Bank, National Association ("BRB")
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I. Executive Summary
The purpose of this memorandum is to analyze the availability of the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), the Rule 144A resale safe harbor promulgated thereunder, the Trust Indenture Act of 1939 exemption, and related transfer restriction and book-entry mechanics for Belmont Ridge Bank, National Association's ("BRB") proposed Rule 144A offering of $350,000,000 aggregate principal amount of 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 (the "Notes").
The proposed offering is structured as a private placement by BRB to three initial purchasers — Wainwright Zanthor & Co., LLC (lead bookrunner), Redstone Capital Markets LLC, and Kensington Hale Securities Inc. (collectively, the "Initial Purchasers") — who will immediately resell the Notes to qualified institutional buyers ("QIBs") within the meaning of Rule 144A under the Securities Act. The offering does not include a Regulation S tranche and is structured as a domestic-only offering. No offers or sales will be made to persons outside the United States.
Based on the analysis set forth below, and subject to the assumptions, qualifications, and open items identified herein, this memorandum reaches the following conclusions:
1. The initial sale of the Notes by BRB to the three Initial Purchasers satisfies the requirements of the Section 4(a)(2) private placement exemption from Securities Act registration.
2. Rule 144A under the Securities Act provides a safe harbor for the resales of the Notes by the Initial Purchasers to persons they reasonably believe are QIBs, and all conditions of Rule 144A are satisfied by the proposed transaction structure.
3. The Notes are exempt from the qualification requirements of the Trust Indenture Act of 1939, as amended (the "TIA"), under Section 304(a)(4)(A) of the TIA because BRB is a national banking association and is the direct issuer of the Notes.
4. The Notes, when resold under Rule 144A, constitute "covered securities" under Section 18(b)(4)(D) of the Securities Act, thereby preempting state blue sky registration requirements.
5. The transfer restrictions and restrictive legend requirements contemplated by the Indenture, the Purchase Agreement, and the Registration Rights Agreement are appropriate and consistent with the exemptions relied upon.
6. The anti-fraud provisions of Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Rule 10b-5 thereunder, and Section 17(a) of the Securities Act continue to apply notwithstanding the registration exemption, and the Offering Memorandum has been prepared consistent with the standard of care required by those provisions.
This memorandum addresses each of these matters in detail in the sections that follow.
II. Background and Transaction Overview
A. The Issuer
Belmont Ridge Bank, National Association is a national banking association organized and existing under the laws of the United States, chartered under the National Bank Act and regulated by the Office of the Comptroller of the Currency ("OCC") (OCC Charter No. 18742). BRB maintains its principal executive offices at 600 Lexington Avenue, 38th Floor, New York, New York 10022.
BRB is a wholly owned subsidiary of Belmont Ridge Financial Group, Inc. ("BRFG"), a Delaware corporation. BRFG is the listed entity on the New York Stock Exchange ("NYSE") and trades under the ticker symbol "BRBK." As of February 2026, BRFG has an approximate market capitalization of $8.2 billion. BRFG serves as the sole bank holding company for BRB within the meaning of the Bank Holding Company Act of 1956, as amended.
As of December 31, 2025, BRB had total consolidated assets of approximately $62.4 billion, making it a top-25 U.S. commercial bank by assets. BRB's primary business lines include commercial banking, commercial real estate lending, treasury management services, private banking, and wealth management. BRB operates 147 branches across eight states, with significant concentrations in the New York, New Jersey, Connecticut, and mid-Atlantic metropolitan areas.
It is important to note for the purposes of this memorandum that BRB — the national bank subsidiary — is the issuer of the Notes, not BRFG, the publicly listed holding company. This distinction has significant implications for the TIA analysis discussed in Section V below and for the applicability of Section 3(a)(2) of the Securities Act discussed in Section X below.
B. The Notes
The principal terms of the Notes are as follows:
The Notes are being issued pursuant to an Indenture (the "Indenture"), dated as of February 24, 2026, between BRB, as issuer, and Brindoval Trust Company, National Association, as Trustee. The Notes do not contain any provisions for early redemption at the option of BRB prior to March 1, 2031, except in limited circumstances relating to a Tax Event or a Regulatory Capital Event (each as defined in the Indenture). On or after March 1, 2031, the Notes may be redeemed at BRB's option, in whole or in part, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest, subject to prior OCC approval to the extent required under applicable regulations.
The subordination provisions of the Notes are designed to comply with the requirements for Tier 2 capital treatment under 12 C.F.R. Part 3, including the requirement that the Notes be subordinated in right of payment to all existing and future senior indebtedness of BRB, including general creditors and depositors.
C. The Initial Purchasers
The three Initial Purchasers for the offering are as follows:
Wainwright Zanthor & Co., LLC serves as the lead initial purchaser and lead bookrunner for the offering. Wainwright Zanthor is a Delaware limited liability company with its principal offices at 383 Madison Avenue, New York, New York 10179. It is registered as a broker-dealer with the Securities and Exchange Commission (the "SEC") and is a member of the Financial Industry Regulatory Authority ("FINRA"). Wainwright Zanthor has extensive experience in the underwriting and placement of bank capital securities, including subordinated notes, senior unsecured notes, and preferred stock offerings by financial institutions.
Redstone Capital Markets LLC serves as a co-manager. Redstone is a Delaware limited liability company with its principal offices at 200 Park Avenue, Suite 4500, New York, New York 10166. It is registered as a broker-dealer with the SEC and is a member of FINRA. Redstone maintains an active fixed-income capital markets platform with particular expertise in community and regional bank capital issuances.
Kensington Hale Securities Inc. serves as a co-manager. Kensington Hale is a New York corporation with its principal offices at One World Financial Center, Suite 2700, New York, New York 10281. It is registered as a broker-dealer with the SEC and is a member of FINRA. Kensington Hale has a well-established institutional distribution platform focused on investment-grade and crossover credit products.
All three Initial Purchasers are parties to the Purchase Agreement, dated as of February 19, 2026 (the "Purchase Agreement"), pursuant to which BRB will sell, and the Initial Purchasers will severally purchase, the Notes at the issue price. The Purchase Agreement contains customary representations, warranties, and covenants by both BRB and the Initial Purchasers, including representations relevant to the securities law analysis set forth in this memorandum.
D. Other Key Parties
The following additional parties are relevant to the transaction:
• Issuer's Counsel: Calderwood & Harkness LLP (this firm), serving as counsel to BRB in connection with the offering.
• Initial Purchasers' Counsel: Pennfield & Associates LLP, lead partner Thomas R. Kessler, with associate Nadia Volkov, serving as counsel to the Initial Purchasers in connection with the offering.
• Trustee, Paying Agent, Registrar, and Transfer Agent: Brindoval Trust Company, National Association, a national banking association with its Corporate Trust Office at 100 Federal Street, Suite 800, Boston, Massachusetts 02110. Brindoval Trust will serve in all four capacities under the Indenture.
E. Key Dates
The anticipated timeline for the offering is as follows:
The roadshow and distribution of offering materials have been conducted in a manner consistent with the exemptions discussed herein. The closing is expected to occur on February 24, 2026, at the offices of Calderwood & Harkness LLP, with delivery of the Notes through the facilities of The Depository Trust Company ("DTC") against payment of the purchase price by the Initial Purchasers via wire transfer of immediately available funds.
III. Section 4(a)(2) Exemption — Initial Placement
A. Statutory Framework
Section 5 of the Securities Act establishes the general prohibition on the offer and sale of securities without an effective registration statement. Specifically, Section 5(a) makes it unlawful to sell a security through the use of any means or instruments of transportation or communication in interstate commerce or of the mails unless a registration statement is in effect as to such security. Section 5(c) separately prohibits offers to sell or offers to buy prior to the filing of a registration statement. Together, these provisions create a comprehensive framework requiring registration of securities before they may be offered or sold to the public.
Section 4(a)(2) of the Securities Act provides an exemption from the registration requirements of Section 5 for "transactions by an issuer not involving any public offering." This exemption is commonly referred to as the "private placement" exemption. Section 4(a)(2) is a transactional exemption — it exempts the particular transaction, not the securities themselves. As a consequence, securities sold in reliance on Section 4(a)(2) remain "restricted securities" and are subject to resale limitations.
Importantly, Section 4(a)(2) is self-executing. Unlike certain other exemptions (such as Regulation D, which requires the filing of a Form D with the SEC), no filing with the SEC is required to claim the Section 4(a)(2) exemption. However, the burden of establishing the availability of the exemption rests on the party claiming it — in this case, BRB as the issuer of the Notes. See SEC v. Ralston Purina Co., 346 U.S. 119, 126 (1953) ("The exemption, being in derogation of a statutory requirement, [must] be construed narrowly."). In the event of a challenge by the SEC or in private litigation, BRB would bear the burden of demonstrating that the transaction satisfied the requirements of Section 4(a)(2).
B. Relevant Judicial and Administrative Guidance
Because the Securities Act does not define the term "public offering" or "private offering," the contours of the Section 4(a)(2) exemption have been developed through decades of judicial interpretation and SEC administrative guidance. The principal authorities are summarized below.
SEC v. Ralston Purina Co., 346 U.S. 119 (1953). In the seminal Supreme Court decision on the scope of Section 4(a)(2), the Court held that the applicability of the private placement exemption turns on "whether the particular class of persons affected need the protection of the Act." The Court focused on the sophistication of the offerees and their ability to "fend for themselves," as well as whether the offerees had "access to the kind of information which registration would disclose." The Court rejected the argument that a numerical limitation alone could define a non-public offering and emphasized instead the qualitative characteristics of the offerees. This decision established the foundational principle that the exemption is available only where the offerees are sufficiently sophisticated and informed that the protections of registration are unnecessary.
SEC Release No. 33-4552 (November 6, 1962). In this interpretive release, the SEC identified several non-exclusive factors to be considered in determining whether an offering qualifies as a private placement under Section 4(a)(2): (i) the number of offerees and their relationship to each other and to the issuer; (ii) the number of units offered; (iii) the size of the offering; and (iv) the manner of the offering. The Commission emphasized that no single factor is determinative and that the analysis is holistic, taking into account the totality of the circumstances. The Commission also stated that the exemption is available only where the offerees have access to the same kind of information that a registration statement would provide.
Doran v. Petroleum Management Corp., 576 F.2d 91 (5th Cir. 1977). The Fifth Circuit in Doran synthesized the prior case law and articulated a four-factor test for the private placement exemption: (1) the number of offerees and their relationship to each other and the issuer; (2) the number of units offered; (3) the size of the offering; and (4) the manner of the offering. Critically, the court held that each offeree must either have access to or be provided with the kind of information that registration would disclose. The court distinguished between "access" (which requires a relationship with the issuer that affords effective access to such information) and "furnishing" (which requires actual delivery of information equivalent to that in a registration statement). The Doran framework has been widely followed by other courts and remains the leading circuit court analysis of Section 4(a)(2).
It is well established that there is no fixed numerical limit on the number of offerees in a Section 4(a)(2) offering. However, the fewer the offerees, the more likely the exemption will be available. The SEC and courts have consistently held that the nature of the solicitation — in particular, whether there has been any general solicitation or general advertising — is a critical factor. Where offers are directed only to a small number of identified, sophisticated persons, the offering is far more likely to qualify as a non-public offering.
C. Application to the BRB Notes Offering
Applying the foregoing legal framework to the proposed offering of the Notes, we analyze each of the principal factors below.
Nature and Number of Offerees. The Notes will be offered and sold by BRB only to the three Initial Purchasers: Wainwright Zanthor, Redstone, and Kensington Hale. There are, accordingly, only three offerees in the initial sale. Each of the three Initial Purchasers is a sophisticated institutional investor and an SEC-registered broker-dealer with substantial experience in capital markets transactions, particularly in the origination, distribution, and trading of bank capital securities. The number and nature of the offerees weigh heavily in favor of the private placement exemption.
It bears emphasis that the Section 4(a)(2) analysis focuses on the initial sale by BRB to the Initial Purchasers. The subsequent resales by the Initial Purchasers to QIBs are separate transactions that are analyzed under Rule 144A, as discussed in Section IV of this memorandum. The fact that the Notes will ultimately be resold to a larger number of QIBs does not affect the Section 4(a)(2) analysis with respect to BRB's initial sale, provided that the Initial Purchasers are purchasing as principals and not as mere conduits for BRB (a point addressed further in Section IV.C below).
Sophistication of Offerees. All three Initial Purchasers are registered broker-dealers under the Exchange Act and are members of FINRA. They maintain substantial capital markets operations, employ experienced professionals in the structuring, pricing, and distribution of debt securities, and have participated in numerous prior offerings of bank subordinated notes and other regulatory capital instruments. Each Initial Purchaser has the financial expertise and resources necessary to evaluate the merits and risks of an investment in the Notes without the protections of Securities Act registration. Under any formulation of the sophistication requirement, the Initial Purchasers amply satisfy this criterion.
Access to Information. BRB has provided the Initial Purchasers with extensive information regarding BRB's business, financial condition, regulatory capital position, risk factors, and the terms of the Notes. Specifically:
(a) BRB conducted comprehensive due diligence sessions on December 9, 10, and 11, 2025, at which BRB's senior management presented to representatives of the Initial Purchasers and their counsel, Pennfield & Associates LLP, detailed information regarding BRB's financial performance, capital adequacy, credit quality, interest rate risk profile, regulatory examination history, and strategic initiatives.
(b) The Initial Purchasers and their counsel have had access to BRB's audited and unaudited financial statements, including the audited consolidated financial statements of BRB for the fiscal years ended December 31, 2024 and December 31, 2023, the unaudited interim financial statements for the nine-month period ended September 30, 2025, and the Call Reports filed by BRB with the OCC and FDIC.
(c) The Initial Purchasers have had access to the SEC periodic reports filed by BRFG (the publicly listed parent holding company), which contain consolidated financial and operating information regarding BRB.
(d) The Initial Purchasers have had direct access to BRB's management team, including the Chief Financial Officer, the Chief Risk Officer, and the Treasurer, for purposes of follow-up questions and supplemental due diligence inquiries.
(e) A detailed Confidential Offering Memorandum has been prepared and provided to the Initial Purchasers. The Preliminary Offering Memorandum was delivered on February 14, 2026, and the Final Offering Memorandum will be dated February 19, 2026. These documents contain information regarding BRB's business, financial condition, results of operations, risk factors, regulatory capital, the terms of the Notes, and the terms of the offering, substantially equivalent to the information that would be included in a registration statement on Form S-1 or Form S-3.
The level of information provided to the Initial Purchasers exceeds the standard articulated in Ralston Purina and Doran. The Initial Purchasers have had access to the kind of information that registration would disclose, and in many respects, they have received information (e.g., non-public regulatory and financial data shared during due diligence) that would not be available in a public registration statement.
Investment Intent and Absence of Redistribution. The Purchase Agreement contains representations from the Initial Purchasers that they are purchasing the Notes for their own accounts with a view to the resale thereof to QIBs in compliance with Rule 144A, and not with a view to the distribution thereof in violation of the Securities Act. The Notes will bear restrictive legends indicating that they have not been registered under the Securities Act and may not be resold except in compliance with applicable exemptions. The transfer restrictions set forth in the Indenture and the Form of Global Note further reinforce the investment intent requirement.
While the fact that the Initial Purchasers intend to immediately resell the Notes under Rule 144A might appear inconsistent with a representation of "investment intent" in the traditional sense, the SEC's adoption of Rule 144A in 1990 was designed to address precisely this situation. The SEC recognized that the initial purchasers in a Rule 144A placement acquire the securities with the intent to resell them to QIBs and that such intent does not negate the private placement character of the initial sale, provided that the resales are conducted in compliance with Rule 144A. See SEC Release No. 33-6862 (April 23, 1990) (adopting release for Rule 144A).
Manner of Offering — No General Solicitation or General Advertising. The offering has been conducted without any form of general solicitation or general advertising. No press releases, tombstone advertisements, newspaper advertisements, Internet postings, or other forms of general solicitation have been used in connection with the initial sale of the Notes to the Initial Purchasers. The investor roadshow conducted on February 17 and 18, 2026 was limited to persons whom the Initial Purchasers reasonably believed to be QIBs. The Preliminary and Final Offering Memoranda have been (and will be) delivered only to persons reasonably believed to be QIBs; each copy bears prominent legends restricting further distribution. The manner of the offering is fully consistent with a non-public offering.
Restriction on Resale. The Notes constitute "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act because they are being acquired from BRB in a transaction not involving any public offering. Restrictive legends will be placed on the Global Note, and the Indenture contains provisions restricting transfers to those that comply with applicable securities law requirements. The Registration Rights Agreement provides for future registration under the Securities Act or the consummation of an exchange offer, at which point the Notes may be freely traded. Until such time, the Notes will remain restricted securities.
D. Conclusion on Section 4(a)(2)
Based on the foregoing analysis, the initial sale of the Notes by BRB to the three Initial Purchasers satisfies all of the requirements for the Section 4(a)(2) private placement exemption from Securities Act registration. The offering involves a limited number of sophisticated institutional purchasers, no general solicitation or general advertising, extensive access to information by the offerees, appropriate investment intent representations, and restrictive legend and transfer restriction mechanisms.
It is critical to note that Section 4(a)(2) exempts only BRB's transaction — that is, the initial sale of the Notes by BRB to the Initial Purchasers. The subsequent resales of the Notes by the Initial Purchasers to QIBs require a separate exemption from registration, which is provided by Rule 144A, as analyzed in the next section.
IV. Rule 144A Resale Safe Harbor
A. Statutory and Regulatory Framework
Rule 144A under the Securities Act (17 C.F.R. § 230.144A) was adopted by the SEC in 1990 to provide a non-exclusive safe harbor from the registration requirements of Section 5 of the Securities Act for resales of certain restricted securities to QIBs. See SEC Release No. 33-6862 (April 23, 1990). Rule 144A was designed to increase the liquidity of the private placement market by providing a clearly defined exemption for institutional resales, thereby reducing the cost of capital for issuers and expanding the pool of available capital.
Rule 144A is a resale exemption — it applies to the resale transactions by the Initial Purchasers (and subsequent holders), not to BRB's initial sale, which is covered by Section 4(a)(2) as discussed in Section III above. Critically, persons reselling securities in reliance on Rule 144A are deemed not to be "underwriters" within the meaning of Section 2(a)(11) of the Securities Act, thereby avoiding the implications that would otherwise attach to the concept of a "distribution" of securities.
Rule 144A is a non-exclusive safe harbor. Satisfaction of its conditions conclusively establishes that the resale transaction is exempt from registration, but failure to satisfy one or more conditions does not necessarily mean that the transaction is not otherwise exempt (e.g., under Section 4(a)(1) or Section 4(a)(1½)).
B. Conditions of Rule 144A
Rule 144A establishes four principal conditions that must be satisfied for the safe harbor to be available. Each is analyzed below in the context of the proposed offering of the Notes.
1. Eligible Securities (Rule 144A(d)(3)). Rule 144A(d)(3) provides that the securities being resold may not be, at the time of the Rule 144A resale, of the same class as securities listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted on a U.S. automated inter-dealer quotation system. The purpose of this restriction is to prevent the development of a parallel unregistered market in securities that are already publicly traded on an exchange.
In the present case, the listed securities of BRB's parent, BRFG, are common shares traded on the NYSE (ticker: BRBK). The Notes are subordinated debt securities of BRB (a separate legal entity from BRFG) and are a fundamentally different class of security from BRFG's common equity. The Notes themselves are not listed or quoted on any national securities exchange or automated inter-dealer quotation system. Accordingly, the Notes are not of the "same class" as any listed or quoted securities, and the eligible securities condition is satisfied.
Additionally, Rule 144A(d)(3)(i) contains a limitation relating to securities that are convertible or exchangeable into listed securities at a conversion premium below a specified threshold. The Notes do not contain any conversion or exchange feature whatsoever. There is no right of the holder to convert the Notes into equity securities of BRB, BRFG, or any other entity. This aspect of the eligible securities condition is therefore also satisfied.
2. Qualified Institutional Buyers (Rule 144A(a)(1)). The QIB concept is central to the Rule 144A framework. Rule 144A(a)(1)(i) defines a QIB as an institution that, in the aggregate, owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with the institution. For purposes of this definition, "securities" includes a broad range of instruments, subject to certain exclusions (e.g., bank deposits and loan participations are excluded). Rule 144A(a)(1)(i) enumerates specific types of eligible entities, including insurance companies, investment companies, employee benefit plans, trust funds, business development companies, certain charitable organizations, and entities owned entirely by QIBs.
For registered broker-dealers, Rule 144A(a)(1)(ii) establishes a lower threshold: a registered broker-dealer qualifies as a QIB if it owns and invests on a discretionary basis at least $10 million in securities of issuers that are not affiliated with the broker-dealer. This reduced threshold reflects the SEC's recognition that broker-dealers, by virtue of their registration, regulatory oversight, and professional expertise, possess a level of sophistication that makes the higher threshold unnecessary.
All three Initial Purchasers — Wainwright Zanthor, Redstone, and Kensington Hale — are registered broker-dealers with the SEC and members of FINRA. Based on publicly available information and representations made in the Purchase Agreement, each of the Initial Purchasers owns and invests on a discretionary basis well in excess of $10 million (and, in the case of Wainwright Zanthor, well in excess of $100 million) in securities of unaffiliated issuers. Each Initial Purchaser therefore qualifies as a QIB under Rule 144A(a)(1).
With respect to subsequent resales, the Initial Purchasers will resell the Notes only to persons they reasonably believe are QIBs, or to persons they reasonably believe are QIBs acting for the accounts of other QIBs, as required by Rule 144A(d)(1). The $150,000 minimum denomination of the Notes is consistent with, and exceeds, the customary minimum denomination for Rule 144A offerings of bank subordinated notes (which is typically $100,000 or $150,000), further reinforcing the institutional-only character of the market and reducing the risk that the Notes will be acquired by non-QIBs.
3. Seller's Reasonable Belief (Rule 144A(d)(1)). Rule 144A(d)(1) requires that the seller (in this case, each Initial Purchaser) reasonably believe that the purchaser is a QIB that is purchasing the securities for its own account or for the account of another QIB. This is an objective standard — the seller must have a reasonable basis for its belief, not merely a subjective hope or assumption.
The Purchase Agreement contains representations by each Initial Purchaser that it will offer and sell the Notes only to persons it reasonably believes are QIBs purchasing for their own accounts or for the accounts of other QIBs. In practice, the Initial Purchasers satisfy this requirement through a combination of methods, including:
(a) maintaining internal lists of accounts that have been verified as QIBs;
(b) obtaining certifications or investor letters from purchasers confirming their QIB status;
(c) relying on published databases of QIBs maintained by financial information services; and
(d) utilizing the book-entry mechanics of DTC, which restrict the transfer of beneficial interests in Rule 144A global notes to participants that have been identified as QIBs.
The SEC has acknowledged that reasonable reliance on certifications and databases constitutes a reasonable basis for belief in a purchaser's QIB status, provided that the seller does not have actual knowledge to the contrary. There is no indication that any of the Initial Purchasers intends to sell the Notes to any person that is not a QIB, and the structural features of the offering (minimum denomination, DTC book-entry, restrictive legend, Offering Memorandum distribution controls) are designed to prevent non-QIB participation.
4. Notice Requirement (Rule 144A(d)(2)). Rule 144A(d)(2) requires the seller to take reasonable steps to ensure that the purchaser is aware that the seller may be relying on the exemption from the registration provisions of the Securities Act provided by Rule 144A. This condition is designed to put the purchaser on notice that the securities are restricted and that the seller is not making a registered public offering.
In the present transaction, this requirement is satisfied through multiple mechanisms:
(a) The transfer restriction legend on the Global Note prominently states that the Notes have not been registered under the Securities Act and that they are being offered and sold in reliance on Rule 144A.
(b) The Offering Memorandum contains detailed descriptions of the Rule 144A transfer restrictions applicable to the Notes, including a section titled "Transfer Restrictions" that sets forth the conditions under which the Notes may be resold.
(c) The Purchase Agreement contains representations by BRB and the Initial Purchasers acknowledging the Rule 144A resale structure.
These steps collectively satisfy the notice requirement of Rule 144A(d)(2).
5. Information Requirement (Rule 144A(d)(4)). Rule 144A(d)(4) imposes an information requirement on the issuer when the issuer is not a reporting company under the Exchange Act. Specifically, the rule provides that a holder of the securities and a prospective purchaser designated by such holder must have the right to obtain from the issuer, upon request, "reasonably current" information, including: (i) a brief statement of the nature of the business of the issuer and the products and services it offers; and (ii) the issuer's most recent balance sheet and profit and loss and retained earnings statements (comparable to the financial statements required in registration statements under the Securities Act), provided that such financial information shall be as of a date not more than 16 months before the date of resale.
BRB, as a national banking association, is not itself an SEC reporting company. BRB does not file annual reports on Form 10-K or quarterly reports on Form 10-Q with the SEC. However, there are several factors that ensure the information requirement of Rule 144A(d)(4) is amply satisfied:
(a) Parent Company SEC Reporting. BRFG, BRB's sole parent holding company and the listed entity on the NYSE, is a reporting company under the Exchange Act and files periodic reports with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K. These reports contain consolidated financial and operating information regarding BRB.
(b) OCC and FDIC Call Reports. BRB files quarterly Consolidated Reports of Condition and Income ("Call Reports") with the OCC and the FDIC. These reports are publicly available through the FDIC's website and contain detailed balance sheet, income statement, and regulatory capital information for BRB on an individual bank basis.
(c) Offering Memorandum. The Offering Memorandum prepared in connection with this offering contains extensive financial and business information regarding BRB, including audited financial statements, a description of BRB's business and operations, risk factors, and a summary of the terms of the Notes. This information substantially exceeds the minimum requirements of Rule 144A(d)(4).
(d) Indenture Covenant. The Indenture includes a covenant by BRB to furnish, upon the request of any holder or prospective purchaser of the Notes, the information required by Rule 144A(d)(4)(i) for so long as the Notes are "restricted securities" within the meaning of Rule 144(a)(3) and BRB is not subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act. This contractual commitment provides a backstop to ensure ongoing compliance with the information requirement.
As a practical matter, the volume and quality of publicly available information regarding BRB (through BRFG's SEC filings and BRB's Call Reports) far exceeds the minimum information requirements of Rule 144A(d)(4). The Indenture covenant provides additional assurance that the information requirement will be satisfied on an ongoing basis.
C. Interaction with Section 4(a)(2) and "Integration" Doctrine
A critical issue in any Rule 144A offering is whether the initial sale by the issuer to the initial purchasers and the subsequent resales by the initial purchasers to QIBs could be "integrated" into a single transaction. If such integration were to occur, the issuer (BRB) could be deemed to be selling directly to the ultimate QIB purchasers through the initial purchasers acting as mere conduits or agents. In that event, the Section 4(a)(2) private placement exemption could fail because the number and character of the ultimate offerees might not satisfy the private placement criteria.
This integration risk is addressed by several structural features of the transaction and well-established regulatory guidance:
Principal Purchase. The Initial Purchasers are purchasing the Notes as principals, not as agents of BRB. The Purchase Agreement is structured as a firm commitment purchase; the Initial Purchasers are obligated to purchase the full $350,000,000 aggregate principal amount of the Notes at the agreed issue price and to pay the full purchase price at closing. The Initial Purchasers bear the market risk of the Notes during the distribution period — that is, they assume the economic risk that the Notes may decline in value or that they may be unable to resell the Notes at a price sufficient to cover their purchase price plus expenses.
Separate Transactions. The SEC's adopting release for Rule 144A (SEC Release No. 33-6862) expressly contemplates the two-step structure in which an issuer sells restricted securities to initial purchasers in a private placement under Section 4(a)(2) and the initial purchasers immediately resell the securities to QIBs under Rule 144A. The SEC stated that "the Section 4(a)(2) transaction (the initial placement to the initial purchasers) and the subsequent Rule 144A resales are separate and distinct transactions." The SEC further noted that the initial purchasers' resales to QIBs under Rule 144A do not "taint" the initial Section 4(a)(2) placement.
No Integration with Other Offerings. The integration doctrine also requires consideration of whether the proposed offering could be integrated with other offerings by BRB that are proximate in time or similar in nature. BRB has not conducted, and does not have planned, any other offerings of subordinated debt securities (or similar instruments) that could be integrated with the Notes offering. BRB's existing 5.250% Subordinated Notes due 2027 were issued in October 2022 — more than three years prior to the proposed offering — and are not subject to any ongoing distribution. There is no integration concern arising from other BRB offerings.
No General Solicitation. The investor roadshow conducted on February 17 and 18, 2026 was limited exclusively to persons whom the Initial Purchasers reasonably believed to be QIBs. The Preliminary and Final Offering Memoranda were (and will be) distributed only to such persons. No tombstone advertisements, press releases, Internet postings, or other forms of general solicitation or general advertising have been used in connection with the offering. BRB did issue a press release on February 19, 2026 (the Pricing Date) announcing the pricing of the offering; however, this press release was limited to factual information (amount, coupon, maturity) and included prominent statements that the Notes have not been registered under the Securities Act, that the press release does not constitute an offer to sell, and that the Notes may not be offered or sold in the United States except pursuant to an exemption from registration. This limited announcement is consistent with SEC guidance and customary market practice for Rule 144A offerings and does not constitute general solicitation.
D. Conclusion on Rule 144A
Based on the foregoing analysis, the resales of the Notes by the Initial Purchasers to QIBs satisfy all conditions of Rule 144A under the Securities Act. Specifically:
(a) The Notes are eligible securities under Rule 144A(d)(3) because they are not of the same class as any securities listed on a national securities exchange or quoted on a U.S. automated inter-dealer quotation system.
(b) The purchasers are QIBs within the meaning of Rule 144A(a)(1), and the Initial Purchasers will resell the Notes only to persons they reasonably believe to be QIBs.
(c) The Initial Purchasers will take reasonable steps to inform purchasers that they are relying on Rule 144A, satisfying the notice requirement of Rule 144A(d)(2).
(d) The information requirement of Rule 144A(d)(4) is satisfied through the Offering Memorandum, the Indenture covenant, BRFG's SEC filings, and BRB's Call Reports.
Accordingly, Calderwood & Harkness can provide the opinion in the issuer's counsel legal opinion that the Notes may be resold by the Initial Purchasers in reliance on the exemption from registration provided by Rule 144A under the Securities Act.
V. Trust Indenture Act Exemption
A. General Requirement
The Trust Indenture Act of 1939, as amended (the "TIA"), generally requires that debt securities offered to the public in interstate commerce be issued under an indenture that has been "qualified" with the SEC. Qualification requires the filing of an indenture with the SEC (typically as an exhibit to a Securities Act registration statement) and compliance with the substantive requirements of the TIA regarding the independence and duties of the trustee, reporting obligations, and other investor protections. The purpose of the TIA is to protect the interests of holders of publicly offered debt securities by ensuring the independence and competence of the trustee and establishing minimum standards for indenture provisions.
In the absence of an applicable exemption, the TIA would require BRB to qualify the Indenture with the SEC before issuing the Notes. However, as discussed below, the Notes are exempt from the TIA's qualification requirements.
B. Section 304(a)(4)(A) Exemption for Bank-Issued Securities
Section 304(a)(4)(A) of the TIA provides an exemption from the TIA's qualification requirements for "any security issued or guaranteed by" certain enumerated entities, including "any bank." For purposes of the TIA, the term "bank" is defined in Section 303(6) of the TIA by reference to the definition in the Securities Act, which includes a national banking association.
BRB is a national banking association chartered under the National Bank Act (OCC Charter No. 18742). The Notes are issued directly by BRB — not by BRFG, the parent holding company. Accordingly, the Notes are securities "issued by a bank" within the meaning of Section 304(a)(4)(A) of the TIA, and the Indenture is exempt from the qualification requirements of the TIA.
This exemption is straightforward in its application. The exemption applies by virtue of BRB's status as a national banking association and does not require satisfaction of any additional conditions (such as minimum denomination, offering structure, or purchaser qualifications). The exemption applies regardless of whether the Notes are offered publicly or privately.
C. Practical Implications
Although the Indenture is not required to be qualified under the TIA, BRB and its counsel have elected to draft the Indenture to incorporate certain investor-protective provisions that are customary in bank subordinated note indentures and that reflect the substantive standards that would apply if the TIA were applicable. These provisions include:
(a) Events of default, including payment defaults, breaches of covenants, and the appointment of a receiver or conservator for BRB;
(b) Notice requirements for events of default and other material events;
(c) Duties and responsibilities of the Trustee, including the duty to act prudently in the exercise of its powers and the duty to provide certain notices to holders;
(d) Indemnification provisions for the Trustee;
(e) Provisions regarding the modification and amendment of the Indenture, including limitations on modifications that require the consent of holders; and
(f) Provisions regarding the rights of holders to direct the Trustee's actions in certain circumstances.
Brindoval Trust Company, National Association, the designated Trustee under the Indenture, is a national banking association with a corporate trust department that satisfies the eligibility requirements that would apply under Section 310(a) of the TIA as a matter of best practice. Brindoval Trust has the capital, experience, and operational infrastructure to serve as an effective indenture trustee.
Because the Indenture is not required to be qualified under the TIA, no Statement of Eligibility and Qualification on Form T-1 is required to be filed with the SEC. The Indenture will not bear a TIA qualification legend, and no TIA-related filing fees are payable.
D. Contrast with Holding Company-Issued Securities
It is important to note the consequences that would follow if the issuer of the Notes were BRFG (the parent holding company) rather than BRB (the national bank subsidiary). BRFG is a Delaware corporation and a bank holding company, but it is not itself a "bank" within the meaning of the TIA. Accordingly, if BRFG were the issuer, the Section 304(a)(4)(A) exemption would not be available, and the Indenture would be required to be qualified under the TIA (unless another TIA exemption were available, such as the exemption under Section 304(a)(9) for securities sold in transactions exempt under Section 4(a)(2) of the Securities Act, in combination with the SEC's 2019 amendments to the TIA).
We have confirmed that the issuer is BRB, not BRFG. The Purchase Agreement, the Indenture, and the Offering Memorandum all identify BRB as the sole issuer and obligor on the Notes. No guarantee or other credit support is provided by BRFG with respect to the Notes.
VI. Securities Act Section 18 — Blue Sky Preemption
A. Covered Securities under Section 18(b)(1) and (b)(4)
Section 18 of the Securities Act, as amended by the National Securities Markets Improvement Act of 1996 ("NSMIA"), preempts state securities ("blue sky") registration and qualification requirements for "covered securities." The purpose of Section 18 is to eliminate the duplicative and potentially conflicting regulatory burdens that arise when an offering of securities is subject to both federal and state registration requirements.
Section 18(b)(4)(D) of the Securities Act provides that a security is a "covered security" if it is "offered or sold in a transaction that is exempt from registration under this title pursuant to ... rules or regulations issued under section 4(a)(2) ... to qualified institutional buyers, as defined in rule 144A(a)." This provision encompasses securities sold in Rule 144A transactions to QIBs. The Notes, when resold by the Initial Purchasers to QIBs in reliance on Rule 144A, satisfy this definition and are therefore "covered securities" within the meaning of Section 18(b)(4)(D).
Additionally, the initial sale of the Notes by BRB to the Initial Purchasers in a transaction exempt under Section 4(a)(2) is also preempted from state registration requirements. Section 18(b)(4)(D) encompasses transactions exempt under rules issued under Section 4(a)(2), which includes the initial private placement.
B. Practical Effect
Because the Notes are "covered securities" under Section 18(b)(4)(D), no state blue sky filings or registrations are required in connection with the Rule 144A offering. The states may not impose merit review, registration, or qualification requirements on the offer or sale of the Notes.
It should be noted that Section 18 preserves the authority of the states to impose notice filing requirements and collect fees in connection with covered securities. In practice, BRB's estimated miscellaneous offering expenses of approximately $75,000 include nominal blue sky compliance costs (including expenses associated with a survey of applicable state notice filing requirements and the payment of filing fees in certain states as a precautionary measure). These expenses are minimal, and no substantive state registration or qualification is required.
The states also retain their authority to investigate and bring enforcement actions with respect to fraud in connection with the offer or sale of the Notes, even though substantive registration is preempted.
VII. Transfer Restrictions and Legend Requirements
A. Restricted Securities Status
The Notes are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act. Under Rule 144(a)(3)(ii), securities are "restricted securities" if they are "acquired from the issuer ... in a transaction or chain of transactions not involving any public offering." Because BRB is selling the Notes to the Initial Purchasers in a transaction exempt from registration under Section 4(a)(2), the Notes constitute restricted securities upon their initial issuance.
The Notes will retain their status as restricted securities until one of the following events occurs:
(a) the Notes are registered under the Securities Act pursuant to an effective registration statement (e.g., the shelf registration statement or exchange offer contemplated by the Registration Rights Agreement);
(b) the applicable holding period under Rule 144 has expired and the other conditions of Rule 144 are satisfied (for non-affiliates of BRB, the holding period is one year from the later of the date of acquisition from BRB or from an affiliate of BRB, subject to the availability of current public information regarding BRB under Rule 144(c)); or
(c) another exemption from the restricted securities classification becomes available.
During the restricted period, the Notes may be resold only in compliance with an applicable exemption from registration, including Rule 144A (to QIBs), Rule 144 (subject to holding period and other conditions), or other available exemptions.
B. Transfer Restriction Legend
The Global Note will bear a restrictive legend substantially in the form set forth below, as required by the Indenture and the Registration Rights Agreement:
"THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT (I) TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (IN WHICH CASE THE HOLDER SHALL, IF REQUESTED BY THE ISSUER OR THE TRUSTEE, DELIVER AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE ISSUER THAT SUCH TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT), OR (IV) TO THE ISSUER OR ANY SUBSIDIARY THEREOF. THE HOLDER WILL NOTIFY ANY PURCHASER OF THIS NOTE OF THE RESALE RESTRICTIONS SET FORTH HEREIN."
The precise form of the legend language will be set forth in the Form of Global Note attached as an exhibit to the Indenture. It is essential that the legend language be consistent across the Indenture, the Registration Rights Agreement, and the Purchase Agreement. This is identified as an open item in Section XIII below.
C. Transfer Procedures Under the Indenture
The Indenture and Form of Global Note include detailed provisions governing the procedures for transfer of beneficial interests in the Notes. These provisions are designed to ensure compliance with the transfer restrictions described above while facilitating efficient transfers within the Rule 144A market.
Transfers within DTC (Rule 144A Market). Transfers of beneficial interests in the Global Note between DTC participants are accomplished by book-entry through the facilities of DTC, without physical delivery of certificates. Such transfers are effected in accordance with DTC's customary rules and procedures, including the Automated Customer Account Transfer Service ("ACATS") and the Deposit/Withdrawal at Custodian ("DWAC") system. For transfers within the Rule 144A market, the transferor's DTC participant and the transferee's DTC participant process the transfer through DTC, and beneficial ownership is adjusted on the books and records of the respective participants. No certification to the Trustee is required for routine transfers within DTC, provided that the transferee is a QIB.
Transfers Outside the Rule 144A Market. Transfers of beneficial interests outside the Rule 144A market — for example, transfers pursuant to Rule 144 after the applicable holding period, or transfers pursuant to an effective registration statement — require compliance with additional procedures set forth in the Indenture. These procedures may include:
(a) delivery to the Trustee of a written certification by the transferor, in the form specified in the Indenture, certifying the facts supporting the applicable exemption;
(b) where applicable, delivery to the Trustee of an opinion of counsel reasonably acceptable to BRB that the proposed transfer is exempt from the registration requirements of the Securities Act; and
(c) compliance with any additional requirements specified in the Indenture or the Registration Rights Agreement.
Registrar's Obligation. Brindoval Trust, in its capacity as Registrar under the Indenture, will not register any transfer of the Notes that does not comply with the applicable transfer restrictions. The Registrar is entitled to rely on the certifications, opinions of counsel, and other documentation delivered in connection with transfer requests and will have no duty to independently verify the satisfaction of the conditions to transfer.
D. ERISA Legend Considerations
The Offering Memorandum includes a section on certain considerations under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code of 1986, as amended, as they relate to the acquisition and holding of the Notes by employee benefit plans and other plan investors. However, the Notes are not expected to be treated as "plan assets" of any investing plan for purposes of the fiduciary responsibility and prohibited transaction provisions of ERISA and the Code. Accordingly, no specific ERISA transfer restriction legend is required to be placed on the Global Note. The Offering Memorandum disclosure serves to inform prospective purchasers of the relevant ERISA considerations without imposing additional transfer mechanics.
VIII. DTC Book-Entry Mechanics
A. Global Note Deposited with DTC
The Notes will be represented by a single Rule 144A Global Note (the "Global Note") in fully registered form, registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC"). The Global Note will be deposited with, or on behalf of, DTC and will remain on deposit with DTC until the earlier of its maturity, the exchange of the Notes for registered notes in an exchange offer, or the occurrence of certain events requiring the issuance of certificated notes.
Brindoval Trust Company, N.A., the Trustee, is a DTC participant. Brindoval Trust's DTC Participant Number is 0447. The Global Note will be identified by CUSIP No. 082651 AB7 and ISIN No. US082651AB73.
No certificated Notes (i.e., individual physical note certificates) will be issued except in the following limited circumstances specified in the Indenture:
(a) DTC notifies BRB that it is unwilling or unable to continue as depositary for the Global Note, or DTC ceases to be a registered clearing agency under the Exchange Act, and a successor depositary is not appointed by BRB within 90 days after receiving such notice or becoming aware of such condition;
(b) BRB, in its sole discretion, elects to issue certificated Notes in connection with certain events of default under the Indenture; or
(c) such other circumstances as may be specified in the Indenture.
If certificated Notes are issued, they will be registered in the names of the beneficial owners (or their nominees) and will bear the transfer restriction legend described in Section VII.B above.
B. Beneficial Ownership
Beneficial interests in the Global Note will be held through direct and indirect participants in DTC, including banks, broker-dealers, trust companies, clearing corporations, and other organizations that maintain accounts with DTC (collectively, "DTC Participants"). Stonefield Industries ("Thackeray Partners LLC") and Westmark & Co. ("Ashgrove Enterprises") are indirect participants in DTC and may hold interests on behalf of their accountholders, although this is a domestic-only offering and cross-border clearance through Thackeray Partners LLC and Ashgrove Enterprises is not expected to be material.
Beneficial owners of interests in the Global Note will not be "holders" of record for purposes of the Indenture. All rights under the Indenture — including the right to receive payments of interest and principal, the right to consent to amendments and modifications, the right to direct the Trustee's actions, and the right to receive notices — will be exercised by and through DTC and its participants. Beneficial owners must rely on the procedures of DTC and their respective DTC Participants to exercise their rights under the Indenture.
Transfers of beneficial interests in the Global Note between DTC Participants are effected in accordance with DTC's rules and procedures. No physical delivery of the Global Note or any portion thereof is required for such transfers. The rights of beneficial owners in each DTC Participant are governed by the applicable law and the account agreement between such beneficial owner and such DTC Participant.
C. DTC Eligibility
Prior to closing, BRB will obtain (or cause to be obtained) a DTC eligibility letter from DTC confirming that the Global Note is eligible for deposit with DTC and for book-entry transfer through DTC's facilities. The DTC eligibility letter is a customary closing deliverable in Rule 144A offerings and confirms that the Global Note satisfies DTC's requirements for deposit and processing.
The minimum denomination of the Notes ($150,000 and integral multiples of $1,000 in excess thereof) is compatible with DTC's processing requirements. DTC's systems accommodate minimum denominations in various amounts, and the $150,000 minimum denomination does not present any operational issues for DTC processing.
Confirmation that the DTC eligibility letter has been obtained is identified as an open item in Section XIII below and should be verified prior to the Closing Date of February 24, 2026.
D. Payments Through DTC
All payments of interest and principal on the Notes will be made by BRB to Brindoval Trust (as Paying Agent), which will in turn make payment to Cede & Co., as the registered holder of the Global Note. DTC will credit the accounts of the relevant DTC Participants in accordance with its customary procedures. Each DTC Participant will in turn credit the accounts of the beneficial owners it holds on behalf of in accordance with its own internal procedures and applicable account agreements.
BRB and Brindoval Trust may treat DTC (or its nominee, Cede & Co.) as the sole and exclusive holder of the Global Note for all purposes under the Indenture, including for purposes of giving notices, making payments, receiving consents, and determining the holders entitled to vote or take other actions under the Indenture. Neither BRB nor Brindoval Trust will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in the Global Note, or for maintaining, supervising, or reviewing any records relating to such beneficial ownership interests.
IX. Registration Rights Agreement Considerations
A. Overview. In connection with the closing of the offering, BRB and the Initial Purchasers will enter into a Registration Rights Agreement, dated as of February 24, 2026 (the "Registration Rights Agreement"). The Registration Rights Agreement provides that BRB will use commercially reasonable efforts to either:
(a) file a shelf registration statement with the SEC on an appropriate form (such as Form S-1 or Form S-3, to the extent available) covering resales of the Notes by holders thereof; or
(b) consummate a registered exchange offer, pursuant to which holders of the Notes will have the opportunity to exchange their restricted Notes for a new series of notes with substantially identical terms (including interest rate, maturity, redemption provisions, subordination, and Tier 2 capital treatment) that have been registered under the Securities Act and are freely tradable (the "Exchange Notes").
The Registration Rights Agreement sets forth specific deadlines for the filing and effectiveness of the registration statement or the completion of the exchange offer, as well as liquidated damages provisions ("Additional Interest") that would require BRB to pay additional interest on the Notes in the event of certain registration defaults. The specific deadlines, conditions, and liquidated damages mechanics are addressed in detail in a separate Reg

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