**Dated **
BELMONT RIDGE BANK, NATIONAL ASSOCIATION
$350,000,000 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036
THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND ARE BEING OFFERED AND SOLD ONLY TO QUALIFIED INSTITUTIONAL BUYERS ("QIBs") IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT. THE NOTES MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. SEE "TRANSFER RESTRICTIONS."
This offering is being made solely in the United States to qualified institutional buyers. There is no international tranche and no offering is being made pursuant to Regulation S under the Securities Act.
THE NOTES ARE NOT DEPOSITS OR SAVINGS ACCOUNTS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. THE NOTES ARE OBLIGATIONS EXCLUSIVELY OF BELMONT RIDGE BANK, NATIONAL ASSOCIATION, AND ARE NOT OBLIGATIONS OF, OR GUARANTEED BY, BELMONT RIDGE FINANCIAL GROUP, INC. OR ANY OTHER AFFILIATE OF THE ISSUER.
A rating is not a recommendation to buy, sell, or hold securities. Ratings may be revised, suspended, or withdrawn at any time by the assigning rating agency in its sole discretion. See "Ratings" and "Risk Factors—Ratings Risk."
Lead Bookrunner
Wainwright Zanthor & Co., LLC
Co-Managers
Redstone Capital Markets LLC Kensington Hale Securities Inc.
The date of this Offering Memorandum is
IMPORTANT NOTICES AND LEGENDS
Confidentiality Legend. This Offering Memorandum (this "Offering Memorandum") is confidential and has been prepared by Belmont Ridge Bank, National Association ("BRB," the "Issuer," the "Bank," "we," "us," or "our") solely for the use of prospective qualified institutional buyers (as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act")) in evaluating the 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 (the "Notes") described herein. This Offering Memorandum is personal to each recipient and may not be reproduced, redistributed, or passed on, directly or indirectly, to any other person or published, in whole or in part, for any purpose without the prior written consent of BRB and the Lead Bookrunner. Any forwarding, redistribution, or reproduction of this Offering Memorandum, in whole or in part, is unauthorized. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions. If you have received this Offering Memorandum in error, please notify the Lead Bookrunner immediately and destroy all copies in your possession.
By accepting delivery of this Offering Memorandum, each prospective investor agrees to be bound by the foregoing restrictions and to maintain the confidentiality of the information contained herein.
Offering Restrictions. The Notes are being offered and sold only to persons reasonably believed to be qualified institutional buyers ("QIBs") within the meaning of Rule 144A under the Securities Act ("Rule 144A"), in reliance on the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof and Rule 144A thereunder. No registration statement has been or will be filed with the United States Securities and Exchange Commission (the "SEC") with respect to the Notes, and the Notes may not be offered, sold, pledged, or otherwise transferred except in compliance with Rule 144A, pursuant to an effective registration statement under the Securities Act, or pursuant to another available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, in each case in accordance with any applicable state securities laws.
This Offering Memorandum does not constitute an offer to sell or a solicitation of an offer to buy the Notes in any jurisdiction in which such offer or solicitation would be unlawful. No action has been taken to permit a public offering of the Notes in any jurisdiction where action for that purpose would be required.
The Notes are "covered securities" within the meaning of Section 18 of the Securities Act, and are therefore exempt from state "blue sky" securities registration and qualification requirements. No state securities commission or other regulatory authority has approved or disapproved of the Notes or passed upon the accuracy or adequacy of this Offering Memorandum.
The Notes are exempt from the qualification requirements of the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act" or "TIA"), pursuant to Section 304(a)(4)(A) thereof, which provides an exemption for securities issued by a bank. Accordingly, the Indenture (as defined herein) has not been, and is not required to be, qualified under the Trust Indenture Act.
Responsibility Statement. The information in this Offering Memorandum has been furnished by BRB, and BRB accepts responsibility for the accuracy and completeness of such information. BRB confirms that, to the best of its knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this Offering Memorandum is true and accurate in all material respects and is not misleading, and there are no other facts the omission of which would make any statement herein, in the context in which it is made, misleading in any material respect.
Wainwright Zanthor & Co., LLC (the "Lead Bookrunner"), Redstone Capital Markets LLC, and Kensington Hale Securities Inc. (together with the Lead Bookrunner, the "Initial Purchasers") have not independently verified the information contained in this Offering Memorandum and make no representation or warranty, express or implied, as to the accuracy, completeness, or fairness of any information in this Offering Memorandum or any information furnished in connection with the offering of the Notes. The Initial Purchasers accept no liability in relation to the information contained in this Offering Memorandum or any information furnished in connection with the offering of the Notes, whether in contract, tort, or otherwise. The Initial Purchasers make no representation, express or implied, that any action has been or will be taken in any jurisdiction to permit a public offering of the Notes.
No person has been authorized to give any information or to make any representations in connection with the offering of the Notes other than those contained in this Offering Memorandum. If given or made, such information or representations must not be relied upon as having been authorized by BRB or any of the Initial Purchasers.
Forward-Looking Statements Disclaimer
This Offering Memorandum contains or may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These statements include, but are not limited to, statements about BRB's plans, objectives, expectations, and intentions and other statements that are not historical facts. Forward-looking statements may be identified by terminology such as "may," "will," "expect," "anticipate," "estimate," "plan," "project," "believe," "intend," "seek," "could," "should," "would," "likely," "continue," or similar expressions or the negative of such expressions.
These forward-looking statements are subject to known and unknown risks, uncertainties, and other factors that could cause actual results, performance, or achievements to differ materially from those expressed or implied by such forward-looking statements. Such risks, uncertainties, and other factors include, but are not limited to, those described under "Risk Factors" and elsewhere in this Offering Memorandum, including general economic and market conditions; changes in interest rates; changes in the regulatory environment; credit quality and concentrations; competition; the success of BRB's digital banking initiatives; and other factors that may be beyond BRB's control. BRB undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required by applicable law. Prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Offering Memorandum.
Stabilization Legend. In connection with this offering, the Lead Bookrunner, acting as stabilizing manager, may over-allot or effect transactions that stabilize or maintain the market price of the Notes at a level above that which might otherwise prevail in the open market. Such stabilizing, if commenced, may be discontinued at any time and must be brought to an end after a limited period in accordance with Regulation M under the Securities Exchange Act of 1934, as amended. See "Plan of Distribution—Stabilization."
Notice Regarding Offering Memorandum Date
The information contained in this Offering Memorandum is as of unless otherwise stated. Neither the delivery of this Offering Memorandum nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of BRB since such date. BRB does not undertake any obligation to update or revise the information contained in this Offering Memorandum, whether as a result of new information, future events, or otherwise, except as may be required in connection with any registration statement filed under the Securities Act or the Exchange Act or as otherwise may be required by applicable law.
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SUMMARY
The following summary highlights selected information from this Offering Memorandum and is qualified in its entirety by the more detailed information appearing elsewhere in this Offering Memorandum, including under "Risk Factors" and "Description of the Notes." This summary does not contain all of the information that a prospective investor should consider before making an investment decision. Each prospective investor should carefully read this entire Offering Memorandum, including the financial data and related notes incorporated by reference herein, before making an investment decision. Unless the context otherwise requires, references to "BRB," the "Issuer," the "Bank," "we," "us," and "our" refer to Belmont Ridge Bank, National Association.
The Issuer. Belmont Ridge Bank, National Association ("BRB" or the "Bank"), OCC Charter No. 18742, RSSD ID 2847391, FDIC Certificate No. 28463, is a national banking association organized and existing under the laws of the United States of America and chartered under the National Bank Act, 12 U.S.C. §§ 21 et seq. The Bank's principal executive offices are located at 600 Lexington Avenue, 38th Floor, New York, New York 10022.
BRB is a top-25 U.S. commercial bank by total assets and had total consolidated assets of approximately $62.4 billion as of December 31, 2025. The Bank's principal business lines include commercial lending (comprising commercial and industrial lending, commercial real estate finance, and asset-based lending), consumer banking (including retail deposits, residential mortgage origination, and consumer lending through an extensive branch network), wealth management (encompassing trust and investment management services, fiduciary services, and private banking), and a growing financial technology platform known as BRB Digital. BRB Digital is a key strategic initiative of the Bank focused on digital banking, payments innovation, and financial technology solutions, and a portion of the net proceeds from this offering may be deployed to support its continued expansion.
BRB is the sole bank subsidiary and a wholly owned subsidiary of Belmont Ridge Financial Group, Inc. ("BRFG" or the "Parent"), a Delaware corporation and bank holding company whose common stock is listed on the New York Stock Exchange under the ticker symbol "BRBK." As of February 2026, BRFG had an approximate market capitalization of $8.2 billion.
BRB is led by Marcus D. Harrington, Chief Executive Officer, and Priya Narasimhan, Chief Financial Officer, along with a senior management team with extensive experience in banking, finance, and technology.
The Offering — Summary of Terms
The following is a summary of the principal terms of the Notes. For a more detailed description, see "Description of the Notes."
Use of Proceeds — Summary
BRB estimates that the net proceeds from this offering, after deducting the initial purchasers' discount of and estimated offering expenses of approximately $1,150,000, will be approximately BRB intends to use the net proceeds for general corporate purposes, including supporting the continued expansion of BRB Digital and the potential future redemption of BRB's existing 5.250% Subordinated Notes due 2027 ($200,000,000 outstanding, maturing November 15, 2027, currently callable at par). See "Use of Proceeds."
Risk Factors — Summary Reference
Investing in the Notes involves risks. Before making an investment decision, prospective investors should carefully consider all of the information in this Offering Memorandum, including the risk factors set forth under "Risk Factors" beginning on page [_] of this Offering Memorandum. These risks include, among others, risks related to the subordinated nature of the Notes, the lack of a public market for the Notes, interest rate risk inherent in the fixed-to-floating rate structure, risks related to BRB's business and financial condition, regulatory risks, and risks related to the offering structure.
Initial Purchasers and Compensation
The Notes are being purchased by the Initial Purchasers named below, each of which is a duly registered broker-dealer and member of FINRA:
The initial purchasers' discount is of the aggregate principal amount of the Notes, or in the aggregate. See "Plan of Distribution."
RISK FACTORS
Prospective investors should carefully consider the following risk factors, together with all other information contained in this Offering Memorandum, before deciding to purchase the Notes. The risks described below are not the only risks facing BRB or that may affect the Notes. Additional risks and uncertainties not currently known to BRB, or that BRB currently deems to be immaterial, may also materially and adversely affect BRB's business, financial condition, results of operations, or the value and liquidity of the Notes. If any of the following risks actually occur, BRB's business, financial condition, or results of operations could be materially and adversely affected, the trading price and liquidity of the Notes could decline, and investors could lose all or a portion of their investment. This Offering Memorandum also contains forward-looking statements that involve risks and uncertainties. See "Important Notices and Legends—Forward-Looking Statements Disclaimer."
Risks Related to the Notes
Subordination Risk. The Notes are subordinated unsecured obligations of BRB and will rank junior in right of payment to all existing and future senior indebtedness (including senior unsecured notes, Federal Home Loan Bank advances, federal funds purchased, repurchase agreements, and other senior obligations) and to all of BRB's deposits (whether insured by the Federal Deposit Insurance Corporation (the "FDIC") or uninsured). As of December 31, 2025, BRB had approximately $54.8 billion of senior indebtedness and deposits outstanding, all of which would rank senior to the Notes. In addition, BRB may incur additional senior indebtedness in the future without limitation. The Indenture does not restrict BRB's ability to incur additional senior indebtedness or issue additional deposits.
In the event of any bankruptcy, dissolution, insolvency, receivership, or liquidation of BRB, whether voluntary or involuntary, the assets of BRB would be available to satisfy the claims of holders of the Notes only after all amounts owed to holders of senior indebtedness and depositors have been paid in full. In such event, there may be insufficient assets remaining to pay all or any portion of the claims of holders of the Notes. Holders of the Notes should recognize that, in such circumstances, they may lose all or a substantial portion of their investment.
Furthermore, the OCC or the FDIC could exercise regulatory authority in a manner that could further subordinate or impair the claims of holders of the Notes. For example, in a receivership of a national bank conducted by the FDIC, the FDIC as receiver has broad powers under 12 U.S.C. § 1821(d) to determine the priority of claims. Under the Federal Deposit Insurance Act, the claims of depositors (including uninsured depositors) and other general creditors holding senior claims are entitled to priority over the claims of holders of subordinated debt obligations, including the Notes. See "Supervision and Regulation—Resolution and Orderly Liquidation."
No Acceleration Upon Event of Default. Consistent with the requirements for qualification of the Notes as Tier 2 capital under 12 C.F.R. Part 3, the Notes contain limited events of default. Specifically, the Notes do not provide holders with a right to accelerate the payment of principal, except upon the occurrence of certain events relating to bankruptcy, insolvency, or receivership with respect to BRB. This means that, in the event of a default in the payment of interest on the Notes, holders would not have the right to declare the entire principal amount of the Notes immediately due and payable. Instead, the sole remedy available to holders would be the right to sue for payment of the overdue interest. This limitation on remedies is required by applicable OCC regulations for instruments that qualify as Tier 2 capital and is a significant restriction on the rights of holders of the Notes compared to the rights typically available to holders of senior indebtedness.
As a result of these limitations, holders of the Notes will have fewer remedies available to them than holders of senior indebtedness of BRB and may not be able to protect their interests effectively in the event of a deterioration in BRB's financial condition or a default under the Indenture.
Interest Rate Risk — Fixed-to-Floating Structure. The Notes bear interest at a fixed rate of per annum during the initial five-year period through and including February 28, 2031. Commencing on the Reset Date of March 1, 2031, the Notes will bear interest at a floating rate equal to Compounded SOFR plus basis points. The interest rate payable on the Notes during the floating rate period will be determined by reference to the Secured Overnight Financing Rate ("SOFR"), which is published by the Federal Reserve Bank of New York.
The floating rate payable during the floating rate period may be higher or lower than the fixed rate of per annum payable during the fixed rate period, depending on the prevailing level of SOFR at the time. If SOFR declines during the floating rate period, the interest rate on the Notes could be substantially lower than the fixed rate, resulting in lower interest income for holders compared to what they would have received had the Notes continued to bear interest at the fixed rate.
Additionally, SOFR is a relatively new reference rate, having been published by the Federal Reserve Bank of New York only since April 2018. The composition and characteristics of SOFR are not the same as those of other benchmark rates, such as the former London Interbank Offered Rate ("LIBOR"), and SOFR has a limited history. The future performance of SOFR cannot be predicted based on its limited historical data. The level of SOFR may be volatile, and there can be no assurance that SOFR will perform in any particular manner. Furthermore, there is a risk that SOFR could be discontinued or fundamentally altered, in which case the fallback provisions in the Indenture would apply. The application of fallback provisions could result in an interest rate that differs from the rate that would have applied had SOFR continued to be available, which could adversely affect the value of the Notes and the return on an investor's investment. See "Description of the Notes—Interest—Floating Rate Period."
Optional Redemption Risk. BRB may redeem the Notes at par (100% of principal) plus accrued and unpaid interest, in whole or in part, beginning on the Reset Date of March 1, 2031, subject to the prior approval of the OCC. In addition, BRB may redeem the Notes at par plus accrued and unpaid interest, in whole but not in part, at any time upon the occurrence of a Tax Event or a Regulatory Capital Treatment Event (each as defined in the Indenture), subject to the prior approval of the OCC. See "Description of the Notes—Optional Redemption."
If BRB redeems the Notes prior to the maturity date, holders will be subject to reinvestment risk, meaning that the proceeds from the redemption may be reinvested only at interest rates that are lower than the interest rate on the Notes, particularly if prevailing market interest rates have declined at the time of redemption. BRB is more likely to exercise its optional redemption right when interest rates have declined to a level that would allow BRB to refinance the Notes at a lower cost or when the Notes no longer qualify as Tier 2 capital, neither of which may be in the interest of holders. There can be no assurance that the OCC will approve any redemption request. However, if approval is granted and BRB elects to redeem, holders may not be able to reinvest the proceeds on comparable terms.
Lack of Public Market; Illiquidity. The Notes have not been and will not be registered under the Securities Act and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no existing public trading market for the Notes, and BRB does not intend to apply for listing of the Notes on any securities exchange or automated quotation system. Although the Initial Purchasers have informed BRB that they currently intend to make a market in the Notes after the completion of the offering, the Initial Purchasers are not obligated to do so and may discontinue any such market-making activity at any time without notice.
The development or continued existence of a secondary market for the Notes depends on a number of factors, including prevailing interest rates, BRB's financial condition and results of operations, the market for similar securities, and other factors beyond BRB's control, many of which are unpredictable. The liquidity of the Notes and the market price quoted for the Notes may be adversely affected by changes in the overall market for subordinated bank debt and by changes in BRB's financial performance or prospects or in the prospects for banks generally. In addition, the relatively small aggregate principal amount of the Notes and the transfer restrictions applicable to the Notes under Rule 144A may further limit liquidity.
Even if a secondary market for the Notes does develop, it may not provide holders with liquidity of investment or provide prices at or above the initial offering price for the Notes. Investors should be prepared to hold the Notes until maturity or redemption.
Ratings Risk. The Notes have received ratings of from Meridian Ratings Group, Inc. ("Meridian") and from Archer Bond Analytics LLC ("Archer"). These ratings reflect only the views of the respective rating agencies and are not recommendations to buy, sell, or hold the Notes.
A rating may be revised, suspended, or withdrawn at any time by the assigning rating agency in its sole discretion. A downgrade in or withdrawal of the ratings assigned to the Notes could adversely affect the market value and liquidity of the Notes and could increase BRB's cost of borrowing. Furthermore, real or anticipated changes in ratings may affect the market value of the Notes. There can be no assurance that any rating will remain in effect for any given period of time or that a rating will not be lowered or withdrawn by the relevant rating agency if, in its judgment, circumstances so warrant. BRB undertakes no obligation to maintain any particular rating or to advise holders of any change in ratings.
In addition, different rating agencies may apply different criteria and methodologies, and the same rating assigned by different agencies may not reflect the same level of credit risk. The significance of each rating should be analyzed independently from any other rating.
Regulatory Capital Treatment Risk. The Notes are intended to qualify as Tier 2 capital of BRB under 12 C.F.R. Part 3, which implements the Basel III capital framework for national banking associations. There can be no assurance that the regulatory capital requirements applicable to BRB, including the criteria for qualification of instruments as Tier 2 capital, will not change in the future. Changes in applicable laws, regulations, or regulatory interpretations could affect the qualification of the Notes as Tier 2 capital.
If a change in law, regulation, or regulatory interpretation were to result in all or a portion of the outstanding principal amount of the Notes no longer qualifying as Tier 2 capital for BRB, a "Regulatory Capital Treatment Event" would be deemed to have occurred, and BRB would have the right (subject to prior OCC approval) to redeem the Notes in whole at par plus accrued and unpaid interest. See "Description of the Notes—Optional Redemption." In such event, holders would be subject to the reinvestment risk described above under "—Optional Redemption Risk."
Additionally, the treatment of the Notes as Tier 2 capital is subject to a phase-out (amortization) during the final five years prior to maturity. Under 12 C.F.R. § 3.20(d)(1)(iv), the amount of the Notes that is includable in BRB's Tier 2 capital will be reduced by 20% each year during the last five years of the Notes' term (commencing March 1, 2031, five years prior to the maturity date of March 1, 2036). This amortization will reduce the regulatory capital benefit of the Notes over time.
Risks Related to the Issuer
Credit Risk. The Notes are unsecured obligations of BRB, and the ability of BRB to make timely payments of principal and interest on the Notes depends on BRB's financial condition and results of operations. BRB's financial condition is influenced by range factors, including general economic and market conditions, the quality and performance of BRB's loan portfolio, the level of nonperforming assets, the adequacy of BRB's allowance for credit losses, interest rate fluctuations, competitive pressures, and regulatory developments.
As a financial institution, BRB is subject to credit risk arising from its lending and investment activities. An increase in loan losses or a deterioration in the credit quality of BRB's loan portfolio could have a material adverse effect on BRB's earnings, capital levels, and financial condition. BRB's loan portfolio may be affected by adverse conditions in the real estate market, a downturn in economic activity, or changes in market or industry-specific conditions, any of which could result in increased loan delinquencies, problem loans, and charge-offs. If BRB's allowance for credit losses proves to be insufficient to absorb actual losses, BRB's financial condition and results of operations could be materially adversely affected.
Regulatory Risk. BRB operates in a highly regulated environment and is subject to extensive regulation, supervision, and examination by the OCC as its primary federal banking regulator, by the FDIC as the insurer of its deposits, and (indirectly, through the supervision of BRFG) by the Board of Governors of the Federal Reserve System (the "Federal Reserve"). BRB is also subject to various consumer protection laws, anti-money laundering and Bank Secrecy Act requirements, fair lending laws, sanctions laws, and other laws and regulations applicable to banking institutions.
Regulatory actions, including formal or informal enforcement actions, consent orders, cease and desist orders, or other measures, could restrict BRB's operations, limit its ability to pursue business opportunities, require BRB to increase its capital or maintain additional liquidity, restrict BRB's ability to pay dividends or make other capital distributions, or otherwise adversely affect BRB's business and financial condition. Changes in banking laws, regulations, or regulatory policies, including changes in capital requirements, could have a material adverse effect on BRB.
In particular, the OCC has broad authority under 12 U.S.C. § 1818(b) to take enforcement actions against national banks, including the power to issue cease and desist orders, assess civil money penalties, and remove directors and officers. The OCC also has the authority to impose restrictions on a bank's ability to make payments on subordinated debt, including the Notes. See "Supervision and Regulation."
Digital Banking and Technology Risk. BRB's strategic initiative to expand its BRB Digital platform involves significant investments in technology, digital infrastructure, and new product development. The success of BRB Digital is subject to a number of risks, including the risk that digital banking products and services may not achieve the market acceptance or profitability that BRB anticipates, competitive pressures from established technology companies and other financial institutions, the rapid pace of technological change, the risk of technology failures or disruptions, and cybersecurity risks.
BRB, like all financial institutions, faces significant cybersecurity threats. A cybersecurity breach or other technology failure could result in the unauthorized access to, or compromise of, confidential customer information or proprietary business data, cause disruptions to BRB's operations, expose BRB to regulatory sanctions and legal liability, damage BRB's reputation, and result in significant remediation costs. The frequency and sophistication of cybersecurity attacks continue to increase, and there can be no assurance that BRB's cybersecurity measures will be effective in preventing all such attacks.
Concentration Risk. BRB's loan portfolio is concentrated in commercial lending, including commercial and industrial loans and commercial real estate loans. As of December 31, 2025, commercial loans (including commercial and industrial and commercial real estate loans) comprised approximately 68% of BRB's total loan portfolio. This concentration exposes BRB to risks associated with downturns in the commercial lending market and in specific industry sectors. In addition, a significant portion of BRB's business is concentrated in the New York metropolitan area and certain other geographic regions. A regional economic downturn or adverse conditions in BRB's primary markets could disproportionately affect BRB's business and financial condition.
Interest Rate and Market Risk. BRB's earnings are significantly dependent on its net interest income, which is the difference between the interest income earned on interest-earning assets (principally loans and investment securities) and the interest expense paid on interest-bearing liabilities (principally deposits and borrowings). Changes in the general level and structure of interest rates can affect BRB's net interest income and net interest margin, and therefore BRB's earnings and financial condition. In a rising interest rate environment, the cost of BRB's interest-bearing liabilities may increase more rapidly than the yield on its interest-earning assets, which could compress BRB's net interest margin. Conversely, in a declining interest rate environment, the yield on BRB's interest-earning assets may decline more rapidly than the cost of its interest-bearing liabilities.
BRB also maintains a portfolio of investment securities that is subject to market risk, including changes in interest rates, credit spreads, and market liquidity. Changes in the fair value of BRB's investment securities could result in unrealized losses that, depending on the classification of such securities, could be recognized in BRB's income statement or shareholders' equity and could adversely affect BRB's financial condition and regulatory capital ratios.
Litigation and Legal Risk. BRB is a defendant in, and may from time to time become a party to, various legal proceedings arising in the ordinary course of its business, including actions brought by customers, employees, governmental agencies, and other parties. The results of litigation and legal proceedings are inherently uncertain, and adverse judgments or settlements in pending or future proceedings could have a material adverse effect on BRB's financial condition and results of operations. BRB establishes reserves for legal proceedings when it determines that the likelihood of an adverse outcome is probable and the amount of loss can be reasonably estimated. However, the actual outcome of any legal proceeding may differ materially from BRB's estimates, and BRB may be required to pay amounts in excess of its established reserves.
Risks Related to the Offering Structure
Section 4(a)(2) and Rule 144A Restrictions. The Notes have not been registered under the Securities Act and are being offered and sold only in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 144A thereunder. As a result, the Notes may be resold only to QIBs in transactions meeting the requirements of Rule 144A, pursuant to an effective registration statement under the Securities Act, or pursuant to another available exemption from the registration requirements of the Securities Act. These transfer restrictions may adversely affect the liquidity and market price of the Notes. See "Transfer Restrictions."
Although BRB has agreed, pursuant to the Registration Rights Agreement described under "Registration Rights," to either file a shelf registration statement with the SEC or conduct a registered exchange offer for the Notes within specified periods after the Closing Date, there can be no assurance that any such registration statement will become effective or that any such exchange offer will be consummated. Until such time, the Notes will continue to be subject to the transfer restrictions described in this Offering Memorandum.
Absence of Trust Indenture Act Protections. The Indenture governing the Notes has not been qualified under the Trust Indenture Act. As a result, the protections afforded to holders of debt securities under the Trust Indenture Act, including certain provisions regarding the duties and obligations of the Trustee, the filing of information with the SEC, and the rights of holders to take certain actions, will not apply to the Notes. Although the Indenture contains customary provisions governing the duties and obligations of the Trustee and the rights of holders, such provisions may not afford the same level of protection as would be available under the Trust Indenture Act.
USE OF PROCEEDS
The following table sets forth the estimated sources and uses of funds in connection with the offering of the Notes:
The estimated offering expenses of $1,150,000 consist of the following:
BRB intends to use the net proceeds of approximately for general corporate purposes. BRB's intended uses of proceeds include the following:
BRB Digital Expansion. A portion of the net proceeds may be used to support the continued development and expansion of BRB Digital, the Bank's growing financial technology platform. BRB Digital encompasses digital banking services, payments innovation, and financial technology solutions for commercial and consumer customers. Management believes that investment in BRB Digital will enhance BRB's competitive position, broaden its customer base, and create new revenue opportunities. Specific areas of investment may include technology infrastructure, software development, strategic partnerships, and marketing and customer acquisition.
Potential Future Redemption of Existing Subordinated Debt. A portion of the net proceeds may be used to fund the potential future redemption of BRB's existing 5.250% Subordinated Notes due 2027 (the "2027 Notes"). The 2027 Notes were issued on November 15, 2017, have a maturity date of November 15, 2027, and have an aggregate principal amount of $200,000,000 outstanding. The 2027 Notes became callable at par on November 15, 2022 (five years after issuance) and are currently callable at par at any time, in whole or in part, subject to the prior approval of the OCC. As of the date of this Offering Memorandum, BRB has not given formal notice of redemption of the 2027 Notes, and no decision has been made regarding whether or when to redeem the 2027 Notes. Any such decision will be based on range factors, including market conditions, regulatory considerations, and BRB's assessment of its capital needs and structure. See "Description of Existing Subordinated Debt."
Other General Corporate Purposes. To the extent the net proceeds are not used for the purposes described above, BRB intends to use such proceeds for other general corporate purposes, which may include supporting the growth of BRB's loan portfolio, enhancing BRB's capital position, funding potential acquisitions or strategic investments, and other corporate purposes consistent with BRB's business strategy.
Pending the application of the net proceeds as described above, BRB expects to invest the net proceeds in short-term, interest-bearing instruments, investment-grade securities, or other instruments consistent with BRB's investment policies.
CAPITALIZATION
The following table sets forth the capitalization of BRB on a consolidated basis as of December 31, 2025 (i) on an actual basis and (ii) as adjusted to give effect to the issuance and sale of the Notes offered hereby (after deducting the initial purchasers' discount and estimated offering expenses). This table should be read in conjunction with the financial data and information included elsewhere or incorporated by reference in this Offering Memorandum.
Capitalization Table.
(1) Reflects the aggregate principal amount of the Notes ($350,000,000) less the initial purchasers' discount ($2,275,000) and estimated offering expenses ($1,150,000), resulting in net proceeds of approximately $345,700,000. Pending application, the net proceeds will be invested in short-term, interest-bearing instruments. The as adjusted capitalization reflects net proceeds after initial purchasers' discount and offering expenses.
Regulatory Capital Ratios
The following table sets forth BRB's regulatory capital ratios as of December 31, 2025, on an actual basis and on a pro forma basis giving effect to the issuance of the Notes and the inclusion of the Notes in Tier 2 capital. The pro forma ratios are presented for illustrative purposes only and do not reflect any changes in risk-weighted assets, the potential future redemption of the 2027 Notes, or other factors that may affect BRB's regulatory capital ratios.
(1) Pro forma Total Risk-Based Capital Ratio reflects the addition of the Notes as Tier 2 capital ($350,000,000 aggregate principal amount). This ratio assumes no change in risk-weighted assets and no redemption of the existing 2027 Notes. Actual results may differ.
As of December 31, 2025, BRB met all applicable capital requirements to be considered "well-capitalized" under the OCC's prompt corrective action framework set forth in 12 C.F.R. Part 6. BRB expects to continue to meet these requirements following the issuance of the Notes.
BUSINESS OF BELMONT RIDGE BANK
Overview. Belmont Ridge Bank, National Association ("BRB" or the "Bank"), OCC Charter No. 18742, FDIC Certificate No. 28463, is a national banking association organized under the National Bank Act, 12 U.S.C. §§ 21 et seq., with its principal executive offices located at 600 Lexington Avenue, 38th Floor, New York, New York 10022. The Bank was originally chartered in 1923 and has grown through a combination of organic growth and strategic acquisitions into a top-25 U.S. commercial bank by total assets, with total consolidated assets of approximately $62.4 billion as of December 31, 2025.
BRB is a wholly owned subsidiary of Belmont Ridge Financial Group, Inc. ("BRFG"), a Delaware corporation and registered bank holding company whose common stock is listed and traded on the New York Stock Exchange under the ticker symbol "BRBK." As of February 2026, BRFG had an approximate market capitalization of $8.2 billion. BRB is the sole bank subsidiary and principal operating subsidiary of BRFG.
BRB provides a comprehensive range of financial products and services to commercial, consumer, institutional, and wealth management clients through its four principal business lines: Commercial Lending, Consumer Banking, Wealth Management, and BRB Digital. The Bank operates across a diversified geographic footprint, with a concentration in the New York metropolitan area and significant operations in the Mid-Atlantic, Southeast, and West Coast regions.
Principal Business Lines
Commercial Lending. Commercial lending is the core business of BRB, and represents the largest source of the Bank's interest income and total revenue. The commercial lending division provides a full range of credit products and services, including:
• Commercial and Industrial ("C&I") Lending: Working capital lines of credit, term loans, equipment financing, and other credit facilities to middle-market and large corporate borrowers across a diversified range of industries, including healthcare, technology, manufacturing, professional services, and energy.
• Commercial Real Estate ("CRE") Lending: Acquisition, development, and construction loans, permanent mortgage loans, and bridge financing for income-producing commercial properties, including office, retail, multifamily, industrial, and hospitality properties.
• Asset-Based Lending ("ABL"): Revolving credit facilities and term loans secured by accounts receivable, inventory, equipment, and other business assets, primarily to middle-market companies.
As of December 31, 2025, BRB's total commercial loan portfolio (including C&I, CRE, and ABL) was approximately $28.7 billion, representing approximately 68% of BRB's total loan and lease portfolio of approximately $42.2 billion.
Consumer Banking. BRB's consumer banking division provides retail banking products and services to individual consumers and small businesses through a network of approximately 185 full-service branches and offices located primarily in the New York metropolitan area, New Jersey, Connecticut, Pennsylvania, Virginia, and Maryland, as well as through BRB's digital and mobile banking channels. Consumer banking products and services include:
• Checking, savings, and money market deposit accounts and certificates of deposit;
• Residential mortgage origination and servicing;
• Home equity loans and lines of credit;
• Personal loans and lines of credit;
• Credit and debit card products; and
• Small business banking products, including small business lending and treasury management services.
As of December 31, 2025, BRB's consumer banking division held approximately $35.6 billion in customer deposits and approximately $10.3 billion in consumer and residential mortgage loans.
Wealth Management. BRB's wealth management division provides trust and investment management services, estate and financial planning, private banking, and fiduciary services to high-net-worth individuals, families, and institutional clients. The wealth management division manages and administers assets under management ("AUM") totaling approximately $14.8 billion as of December 31, 2025. Wealth management revenue is generated primarily through asset-based fees, trust and fiduciary fees, and net interest income on private banking deposits and loans.
BRB Digital. BRB Digital is the Bank's growing financial technology platform and represents a key strategic initiative for the institution. BRB Digital encompasses a broad range of digital banking capabilities, including:
• A fully integrated digital banking platform for commercial and consumer customers, featuring online and mobile account opening, digital lending, and real-time payments;
• Payments infrastructure and processing capabilities, including real-time payments, ACH, and commercial card solutions;
• Application programming interface ("API") integrations enabling connectivity with third-party fintech platforms and commercial clients' enterprise resource planning systems;
• Data analytics and artificial intelligence-driven risk management and customer insight tools; and
• Strategic investments in and partnerships with emerging fintech companies.
BRB Digital has experienced significant growth since its launch in 2021, and a portion of the net proceeds from this offering may be deployed to support its continued expansion. Management believes that BRB Digital will be an increasingly important source of revenue growth, customer acquisition, and competitive differentiation in the evolving banking landscape.
Management. BRB is led by an experienced senior management team, including:
Marcus D. Harrington — Chief Executive Officer. Mr. Harrington has served as CEO of BRB since 2018. He has over 30 years of experience in the banking industry, including senior leadership roles at several major financial institutions. Prior to joining BRB, Mr. Harrington served as President and Chief Operating Officer of a top-20 U.S. bank. He holds a B.A. in Economics from the University of Virginia and an M.B.A. from the Wharton School of the University of Pennsylvania.
Priya Narasimhan — Chief Financial Officer. Ms. Narasimhan has served as CFO of BRB since 2020. She has over 20 years of experience in banking and financial services, with expertise in financial management, capital planning, and corporate strategy. Prior to joining BRB, Ms. Narasimhan held senior finance positions at several major financial institutions. She holds a B.S. in Finance from New York University and an M.B.A. from Columbia Business School. Ms. Narasimhan is a Certified Public Accountant.
Diane K. Wexler — General Counsel and Corporate Secretary. Ms. Wexler has served as General Counsel and Corporate Secretary of BRB since 2019. She has over 25 years of experience in banking law and regulatory compliance. Prior to joining BRB, Ms. Wexler was a partner at a leading national law firm specializing in banking and financial services regulation. She holds a B.A. from Yale University and a J.D. from Georgetown University Law Center.
Jonathan R. Talbott — Treasurer. Mr. Talbott has served as Treasurer of BRB since 2021. He has over 18 years of experience in treasury management, capital markets, and balance sheet management at major financial institutions. He holds a B.S. in Finance from Boston College and an M.B.A. from the MIT Sloan School of Management.
BRB's senior management team is supported by a board of directors consisting of experienced business leaders and independent directors, and a comprehensive governance framework that includes board committees focused on audit, risk management, compensation, technology, and compliance.
Employees and Locations
As of December 31, 2025, BRB employed approximately 8,400 full-time equivalent employees across its various business lines and corporate functions. The Bank operates approximately 185 full-service branches and offices, primarily located in the New York metropolitan area, New Jersey, Connecticut, Pennsylvania, Virginia, Maryland, and California. BRB also maintains corporate and operational offices in New York City, Charlotte, North Carolina, and San Francisco, California.
BRB is not a party to any collective bargaining agreement and believes its employee relations are good.
Competitive Landscape. BRB competes with a wide range of financial services providers, including large national and regional banks, community banks, savings institutions, credit unions, non-bank financial companies, and fintech companies. Competition in the banking industry is intense and is based on range factors, including pricing, product features, service quality, convenience, technology, and brand recognition.
BRB positions itself competitively through its comprehensive suite of banking products and services, its strong commercial lending franchise, its growing digital banking platform, and its experienced management team. BRB's BRB Digital platform is a key element of the Bank's competitive strategy, enabling BRB to offer innovative digital banking solutions that complement its traditional banking capabilities and attract technology-oriented commercial and consumer customers. BRB believes that its combination of relationship-driven banking and technology-enabled innovation provides a competitive advantage in its markets.
SUPERVISION AND REGULATION
The following is a summary of certain aspects of the regulatory framework applicable to BRB and BRFG. This summary is not intended to be a complete description of all laws, regulations, and regulatory policies that apply to BRB and BRFG, and is qualified in its entirety by reference to the applicable statutes, regulations, and regulatory guidance. Changes in applicable laws, regulations, or regulatory policies may have a material effect on BRB's business, financial condition, and results of operations.
Overview of Regulatory Framework
BRB is a national banking association chartered under the National Bank Act, 12 U.S.C. §§ 21 et seq., and is regulated primarily by the OCC as its chartering authority and primary federal banking supervisor. BRB's deposits are insured by the FDIC, and BRB is subject to certain FDIC regulations in its capacity as an insured depository institution. BRFG, as a bank holding company, is subject to consolidated supervision and regulation by the Federal Reserve under the Bank Holding Company Act of 1956, as amended, and the regulations promulgated thereunder.
BRB is subject to comprehensive regulation regarding virtually all aspects of its banking business, including capital adequacy, asset quality, management, earnings, liquidity, sensitivity to market risk, consumer protection, fair lending, anti-money laundering, and cybersecurity. Regulatory authorities conduct regular examinations of BRB's operations, financial condition, and compliance with applicable laws and regulations.
OCC Regulation. BRB is chartered under the National Bank Act and has been assigned OCC Charter No. 18742. The OCC is the primary federal regulator of national banking associations and has broad supervisory, examination, and enforcement authority over BRB. The OCC's supervisory responsibilities include evaluating BRB's safety and soundness, compliance with applicable laws and regulations, and the quality of BRB's management, operations, and risk management practices.
As a national banking association, BRB is subject to the capital adequacy requirements set forth in 12 C.F.R. Part 3, which implements the Basel III regulatory capital framework for national banks. These requirements are discussed in detail under "—Capital Requirements" below.
The OCC's non-objection is based on the terms and conditions of the Notes as described in the application submitted by BRB and is subject to the conditions set forth in the OCC's non-objection letter, including BRB's continued compliance with applicable capital requirements and supervisory standards.
Capital Requirements. BRB is subject to the risk-based and leverage capital requirements set forth in 12 C.F.R. Part 3, which implements the Basel III capital framework for national banking associations. Under these requirements, BRB must maintain minimum levels of capital measured as a percentage of its risk-weighted assets and total assets. The minimum capital ratios currently applicable to BRB are as follows:
As of December 31, 2025, BRB exceeded all minimum capital requirements and met the definition of "well-capitalized" under the OCC's prompt corrective action ("PCA") framework set forth in 12 C.F.R. Part 6.
Tier 2 Capital Treatment of the Notes. The Notes are intended to qualify as Tier 2 capital under 12 C.F.R. § 3.20(d). To qualify as Tier 2 capital, subordinated debt instruments must satisfy certain criteria, including, among others: (i) the instrument must be issued and paid in for cash; (ii) the instrument must be subordinated to depositors and general creditors of the bank; (iii) the instrument must not be secured, guaranteed by the bank or an affiliate, or subject to any other arrangement that enhances the seniority of the claim; (iv) the instrument must have a minimum original maturity of at least five years; (v) the instrument must not include any terms that require accelerated payment of principal (other than as a result of bankruptcy, insolvency, or receivership); and (vi) the instrument must be callable by the bank only after a minimum of five years from the date of issuance, and only with prior OCC approval.
BRB believes that the Notes satisfy all applicable criteria for qualification as Tier 2 capital. However, under 12 C.F.R. § 3.20(d)(1)(iv), the amount of the Notes includable in Tier 2 capital will be subject to a straight-line amortization (phase-out) during the final five years prior to the maturity date. Specifically, beginning on March 1, 2031 (five years prior to the maturity date of March 1, 2036), the amount of the Notes includable in Tier 2 capital will be reduced by 20% each year (i.e., 80% includable from March 1, 2031 through February 28, 2032; 60% from March 1, 2032 through February 28, 2033; 40% from March 1, 2033 through February 28, 2034; 20% from March 1, 2034 through February 28, 2035; and 0% from March 1, 2035 through maturity on March 1, 2036).
FDIC Deposit Insurance
BRB is an FDIC-insured depository institution (FDIC Certificate No. 28463). Deposits held at BRB are insured by the FDIC through the Deposit Insurance Fund ("DIF") up to the standard maximum deposit insurance amount (currently $250,000 per depositor, per insured bank, per ownership category).
The Notes are NOT deposits or savings accounts and are NOT insured by the FDIC or any other governmental agency. Purchasers of the Notes will not have the benefit of FDIC deposit insurance with respect to their investment in the Notes.
In the event that BRB were to become insolvent or be placed into receivership, the FDIC would be appointed as receiver pursuant to 12 U.S.C. § 1821(c). As receiver, the FDIC has broad authority over the administration and disposition of a failed bank's assets and the resolution of its liabilities. Under the Federal Deposit Insurance Act, 12 U.S.C. § 1821(d)(11), the FDIC is required to pay claims against the receivership estate in the following priority: (1) administrative expenses of the receivership; (2) deposit liabilities (insured and uninsured); (3) general creditors (including holders of senior unsecured indebtedness); (4) holders of subordinated obligations (including the Notes); and (5) shareholders. As a result, in a receivership of BRB, holders of the Notes would receive distributions only after all higher-priority claims have been satisfied in full, and there may be insufficient assets to satisfy all or any portion of the claims of holders of the Notes.
Federal Reserve — Holding Company Regulation
BRFG is a bank holding company registered with the Federal Reserve under the Bank Holding Company Act of 1956, as amended, and is subject to the Federal Reserve's consolidated supervisory framework. BRFG is required to file periodic reports with the Federal Reserve, including the Consolidated Financial Statements for Holding Companies (FR Y-9C) on a quarterly basis.
No separate Federal Reserve approval is required for the issuance of subordinated debt by BRB, as BRB's issuance of the Notes is subject to the OCC's supervisory authority under 12 C.F.R. § 5.47. However, BRFG will report the new Tier 2 capital from the Notes in its FR Y-9C filings, and the Notes will be reflected in BRFG's consolidated capital ratios.
Resolution and Orderly Liquidation
The OCC has the authority to appoint the FDIC as receiver for a national bank when, among other grounds, the bank is in an unsafe or unsound condition to transact business, the bank has substantially insufficient capital, or the bank has violated a cease and desist order that has become final. See 12 U.S.C. § 191. Upon the appointment of the FDIC as receiver, all rights and powers of the bank's shareholders, directors, officers, and creditors (including holders of the Notes) are transferred to the FDIC as receiver.
As described above under "—FDIC Deposit Insurance," in a receivership administered by the FDIC, depositors and senior creditors would have priority over holders of subordinated debt, including the Notes. The FDIC as receiver also has the power to repudiate contracts (including the Indenture) that the FDIC determines to be burdensome. The FDIC's exercise of its powers could result in the termination, modification, or impairment of the rights of holders of the Notes.
In addition, under the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank Act"), the FDIC has authority under Title II to act as receiver for certain financial companies in connection with the orderly liquidation of such companies. While this authority applies to the holding company level (i.e., BRFG) rather than to BRB directly, the resolution of BRFG could have significant implications for BRB and the holders of the Notes.
Anti-Money Laundering, BSA, and Other Compliance
BRB is subject to extensive anti-money laundering ("AML") and Bank Secrecy Act ("BSA") requirements, including those set forth in 31 U.S.C. §§ 5311-5332 and the regulations promulgated thereunder by the Financial Crimes Enforcement Network ("FinCEN") of the U.S. Department of the Treasury. BRB is required to maintain a comprehensive BSA/AML compliance program that includes internal policies, procedures, and controls; a designated BSA compliance officer; ongoing employee training; and independent testing. BRB is also subject to the USA PATRIOT Act of 2001, which imposes additional requirements relating to customer identification, beneficial ownership, enhanced due diligence for correspondent banking and private banking accounts, and the sharing of information with law enforcement.
BRB is also subject to various other federal and state laws and regulations, including the Community Reinvestment Act ("CRA"), the Fair Housing Act, the Equal Credit Opportunity Act, the Truth in Lending Act, the Real Estate Settlement Procedures Act, the Fair Credit Reporting Act, the Gramm-Leach-Bliley Act (regarding customer privacy), the Servicemembers Civil Relief Act, and other consumer protection laws and regulations. Violations of these laws and regulations can result in significant penalties, enforcement actions, reputational harm, and other adverse consequences.
SELECTED FINANCIAL DATA
The following table presents selected consolidated financial data of BRB for each of the fiscal years ended December 31, 2025, 2024, and 2023. This data has been derived from BRB's audited financial statements, which have been audited by Whitmore & Lathrop, P.C. (30 Rockefeller Plaza, 25th Floor, New York, NY 10112), an independent registered public accounting firm. The lead audit partner is Gregory D. Fontaine. This data should be read in conjunction with BRB's audited financial statements and the related notes thereto, which are incorporated by reference in this Offering Memorandum, as well as the information set forth under "Business of Belmont Ridge Bank" and "Supervision and Regulation."
BRB files quarterly Call Reports (Consol