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PRELIMINARY CONFIDENTIAL OFFERING MEMORANDUM — SUBJECT TO COMPLETION — DATED FEBRUARY 14, 2026

The information in this Preliminary Confidential Offering Memorandum is not complete and may be changed. This Preliminary Confidential Offering Memorandum is not an offer to sell these securities, and it is not soliciting an offer to buy these securities, in any jurisdiction where the offer or sale is not permitted. The final terms of the offering will be set forth in the final Confidential Offering Memorandum and the related Pricing Term Sheet.

PRELIMINARY CONFIDENTIAL OFFERING MEMORANDUM

Belmont Ridge Bank, National Association

$[●] Aggregate Principal Amount [●]% Fixed-to-Floating Rate Subordinated Notes due 2036

Belmont Ridge Bank, National Association ("BRB," the "Bank," the "Issuer," "we," "us," or "our") is offering $[●] aggregate principal amount of its [●]% Fixed-to-Floating Rate Subordinated Notes due 2036 (the "Notes"). The aggregate principal amount, coupon rate, issue price, and settlement date of the Notes have not been finalized and will be set forth in the Pricing Term Sheet to be delivered to purchasers.

Expected CUSIP: 082651 AB7 Expected ISIN: US082651AB73

Maturity Date: March 1, 2036

Fixed Rate Period: From the issue date to but excluding March 1, 2031, the Notes will bear interest at a rate of [●]% per annum, payable semi-annually in arrears on March 1 and September 1 of each year, commencing September 1, 2026.

Floating Rate Period: From and including March 1, 2031 to but excluding March 1, 2036, the Notes will bear interest at a rate per annum equal to Compounded SOFR plus [●] basis points, payable quarterly in arrears on March 1, June 1, September 1, and December 1 of each year, commencing March 1, 2031.

Reset Date: March 1, 2031.

Optional Redemption: BRB may redeem the Notes, in whole or in part, at its option, on or after March 1, 2031 (the "Reset Date"), at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon to but excluding the redemption date, subject in each case to the prior written approval or non-objection of the Office of the Comptroller of the Currency (the "OCC"). In addition, BRB may redeem the Notes in whole, but not in part, at any time upon the occurrence of a Tax Event or a Regulatory Capital Treatment Event at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest to but excluding the redemption date, subject in each case to the prior written approval or non-objection of the OCC. See "Description of the Notes — Optional Redemption."

Ranking: The Notes will be subordinated unsecured obligations of BRB and will rank junior in right of payment to all of BRB's existing and future senior indebtedness (including all deposits). The Notes will rank pari passu in right of payment with BRB's existing 5.250% Subordinated Notes due 2027 and any future subordinated indebtedness of BRB. The Notes will rank senior in right of payment to any junior subordinated indebtedness and equity securities of BRB. The Notes are intended to qualify as Tier 2 capital of BRB under 12 C.F.R. Part 3.

Expected Ratings: [●] by Meridian Ratings Group, Inc. and [●] by Archer Bond Analytics LLC. A rating is not a recommendation to buy, sell, or hold securities and may be subject to revision or withdrawal at any time by the assigning rating organization. Each rating should be evaluated independently of any other rating.

The Notes have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws and are being offered and sold only to qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act. There is no Regulation S tranche; this is a domestic-only offering. See "Transfer Restrictions."

The Notes are not savings accounts, certificates of deposit, or other deposit obligations of BRB and are not insured or guaranteed by the Federal Deposit Insurance Corporation (the "FDIC") or any other governmental agency or instrumentality.

The Notes are exempt from the requirements of the Trust Indenture Act of 1939, as amended (the "TIA"), pursuant to Section 304(a)(4)(A) thereof (bank-issued securities).

Lead Bookrunner

Wainwright Zanthor & Co., LLC

The date of this Preliminary Confidential Offering Memorandum is February 14, 2026.

IMPORTANT NOTICES AND LEGENDS

This Preliminary Confidential Offering Memorandum (this "Offering Memorandum") is confidential and has been prepared by Belmont Ridge Bank, National Association ("BRB") solely for use in connection with the proposed offering of the Notes described herein (the "Offering"). This Offering Memorandum is being furnished on a confidential basis to a limited number of qualified institutional buyers for informational purposes only. By accepting delivery of this Offering Memorandum, each recipient agrees to maintain the confidentiality of the information contained herein and to use such information solely for the purpose of evaluating the Offering.

This Offering Memorandum does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in any jurisdiction in which such offer or solicitation would be unlawful. The Notes are being offered and sold only to qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). No public offering of the Notes is being made.

No person has been authorized to give any information or to make any representation not contained or incorporated by reference in this Offering Memorandum in connection with the Offering. If any such information or representation is given or made, it must not be relied upon as having been authorized by BRB, the Initial Purchasers, or any of their respective affiliates, agents, or representatives. 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 the date hereof or that the information contained herein is correct as of any time subsequent to its date. BRB reserves the right to withdraw, cancel, or modify the Offering at any time prior to the completion thereof without notice.

Neither the United States Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved the Notes or passed upon the accuracy or adequacy of this Offering Memorandum. The Notes are being offered in reliance on exemptions from registration under Section 4(a)(2) of the Securities Act and Rule 144A promulgated thereunder. Any representation to the contrary is a criminal offense.

Neither the Office of the Comptroller of the Currency (the "OCC"), the Federal Deposit Insurance Corporation (the "FDIC"), the Board of Governors of the Federal Reserve System (the "Federal Reserve"), nor any other federal or state governmental agency or instrumentality has recommended or endorsed the Notes or the Offering, or has made any determination as to the accuracy or adequacy of this Offering Memorandum.

NOTICE REGARDING FORWARD-LOOKING STATEMENTS. This Offering Memorandum contains 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 forward-looking statements include, without limitation, statements regarding BRB's expected financial condition, results of operations, business strategies, growth prospects, capital position, and regulatory compliance, as well as statements about the anticipated terms, timing, and consummation of the Offering. Forward-looking statements are generally identified by the use of words such as "anticipate," "believe," "estimate," "expect," "intend," "may," "plan," "project," "will," "would," and similar expressions. These forward-looking statements are based on BRB's current expectations and assumptions regarding its business, the economy, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties, and changes in circumstances that are difficult to predict. Actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, among other things, changes in general economic and market conditions, changes in interest rates, changes in regulatory requirements, credit quality deterioration, competitive pressures, operational disruptions, and other factors described in the "Risk Factors" section of this Offering Memorandum. BRB undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

NOTICE REGARDING INDUSTRY AND MARKET DATA. Certain market, industry, and competitive data included in this Offering Memorandum are based on estimates, independent industry publications, government publications, reports by market research firms, and other third-party sources. Although BRB believes these sources are reliable, BRB has not independently verified the data and makes no representation as to the accuracy or completeness of such data. Certain data are based on BRB's own estimates, which are derived from its review of internal surveys, independent industry sources, and other publicly available information. While BRB believes its estimates are reasonable, actual results may differ materially from such estimates.

MINIMUM DENOMINATION. The Notes will be issued in minimum denominations of $150,000 and integral multiples of $1,000 in excess thereof.

BOOK-ENTRY ONLY. The Notes will be issued in book-entry form only, through the facilities of The Depository Trust Company ("DTC"), with Cede & Co. acting as nominee for DTC. Beneficial interests in the Notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its participants. Except in limited circumstances described herein, definitive certificates for the Notes will not be issued.

SUMMARY

The following summary highlights selected information contained elsewhere in this Offering Memorandum and is qualified in its entirety by the more detailed information and financial data included herein. This summary does not contain all of the information that you should consider before investing in the Notes. You should carefully read the entire Offering Memorandum, including the sections entitled "Risk Factors" and "Description of the Notes," and the financial statements and related notes incorporated by reference herein, before making an investment decision.

The Issuer. Belmont Ridge Bank, National Association ("BRB" or the "Bank"), is a national banking association organized and existing under the laws of the United States pursuant to the National Bank Act. BRB was chartered by the Office of the Comptroller of the Currency under OCC Charter No. 18742. BRB's RSSD ID is 2847391, its FDIC Certificate Number is 28463, and its Employer Identification Number (EIN) is 13-4827156.

BRB's principal office and headquarters 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 operates four principal business lines: commercial lending, consumer banking, wealth management, and a growing financial technology platform known as BRB Digital. As of December 31, 2025, BRB had total assets of approximately $62.4 billion.

BRB is a wholly owned subsidiary of Belmont Ridge Financial Group, Inc. ("BRFG"), a Delaware corporation (EIN: 13-4827099), whose common stock is listed on the New York Stock Exchange under the ticker symbol "BRBK." As of February 2026, BRFG's approximate market capitalization was $8.2 billion. BRFG is a registered bank holding company subject to supervision by the Federal Reserve under the Bank Holding Company Act of 1956, as amended. BRFG is NOT an obligor on the Notes. Certain representations, covenants, and informational requirements set forth in this Offering Memorandum reference the consolidated BRFG group, but no obligation of BRFG to make payments on the Notes is created or implied thereby.

BRB's senior management team includes:

• Marcus D. Harrington, Chief Executive Officer

• Priya Narasimhan, Chief Financial Officer

• Diane K. Wexler, General Counsel and Corporate Secretary

• Jonathan R. Talbott, Treasurer

Summary of the Offering

The following is a brief summary of certain terms of the Offering and the Notes. For a more complete description, see "Description of the Notes."

Summary of Risk Factors

An investment in the Notes involves significant risks. Before investing in the Notes, you should carefully consider all of the information contained in this Offering Memorandum, including in particular the risks and uncertainties described under "Risk Factors" beginning on page 13, which include, among others:

• Subordination Risk. The Notes are subordinated unsecured obligations and rank junior to all of BRB's senior indebtedness and deposits. In the event of BRB's insolvency, liquidation, or receivership, holders of the Notes would receive distributions only after all senior obligations and deposit liabilities have been satisfied in full.

• Credit and Market Risk. BRB is subject to the credit, market, and interest rate risks inherent in the business of commercial banking. Economic downturns, deterioration in asset quality, or adverse market conditions could materially and adversely affect BRB's financial condition and its ability to make payments on the Notes.

• Regulatory Capital Risk. The Notes are intended to qualify as Tier 2 capital under 12 C.F.R. Part 3. Changes in applicable capital regulations or interpretive guidance could affect the Tier 2 treatment of the Notes and may give rise to a Regulatory Capital Treatment Event, entitling BRB to redeem the Notes.

• Interest Rate and SOFR Transition Risk. The coupon on the Notes resets from a fixed rate to a floating rate based on Compounded SOFR plus [●] basis points on March 1, 2031. SOFR is a relatively new benchmark rate, and its behavior during periods of market stress is uncertain. Investors bear the risk that SOFR may decline, resulting in a lower floating rate coupon.

• Liquidity and Transfer Restriction Risk. The Notes have not been registered under the Securities Act, will not be listed on any securities exchange, and may only be resold to QIBs in reliance on Rule 144A. There can be no assurance that a secondary trading market for the Notes will develop or, if one develops, that it will be liquid.

• Tax Treatment Risk. BRB intends to treat the Notes as indebtedness for U.S. federal income tax purposes, but there can be no assurance that the Internal Revenue Service will not challenge such treatment.

RISK FACTORS

You should carefully consider the following risk factors, as well as the other information contained in this Offering Memorandum, before deciding whether to invest in the Notes. Each of the risks described below could materially and adversely affect BRB's business, financial condition, results of operations, liquidity, or capital position, and could impair BRB's ability to make payments on the Notes. The risks described below are not the only risks facing BRB. Additional risks and uncertainties that are not currently known to BRB or that BRB currently deems immaterial may also materially and adversely affect BRB's business, financial condition, or results of operations.

Risks Relating to the Notes

The Notes Are Subordinated and Unsecured. The Notes are subordinated unsecured obligations of BRB and will rank junior in right of payment to all of BRB's existing and future senior indebtedness, including all deposits held by BRB. In the event of BRB's insolvency, liquidation, receivership, or other winding up (whether voluntary or involuntary), the assets of BRB would be available to pay obligations on the Notes only after all senior indebtedness and deposit liabilities of BRB have been paid in full. In any such event, BRB's assets may not be sufficient to pay amounts due on the Notes in full, or at all.

As of December 31, 2025, BRB had total deposits of approximately $48.7 billion and other senior indebtedness of approximately $4.1 billion, all of which rank senior in right of payment to the Notes. In addition, BRB may from time to time incur additional senior indebtedness or accept additional deposits, and the Indenture does not limit BRB's ability to do so. Any such additional senior indebtedness and deposits would rank senior to the Notes.

The Notes will rank pari passu in right of payment with BRB's existing $200,000,000 aggregate principal amount of 5.250% Subordinated Notes due November 15, 2027 (the "Existing 2027 Notes"), which were issued on November 15, 2017, under a separate indenture, and with any future subordinated indebtedness of BRB that by its terms ranks equally with the Notes. The Notes will rank senior to any junior subordinated indebtedness and equity securities of BRB.

There can be no assurance that, in the event of BRB's insolvency or receivership, there will be sufficient assets to pay amounts due on the Notes. As a national bank, BRB's receivership would be administered by the FDIC as receiver, and the FDIC's determination of creditor claims and the order of priority of payments would govern the distribution of BRB's assets. Under applicable law, depositors and holders of senior indebtedness would have priority over holders of the Notes.

The Notes Are Not Deposits and Are Not Insured by the FDIC. The Notes are not savings accounts, certificates of deposit, or other deposit obligations of BRB, and are not insured or guaranteed by the FDIC, any other governmental agency or instrumentality, or any private insurer. If BRB were to become insolvent or be placed into receivership, holders of the Notes would not have the benefit of FDIC deposit insurance with respect to their investment in the Notes. The obligation to repay the Notes is solely an obligation of BRB. As noted above, the Notes are subordinated to all of BRB's deposit liabilities, and in a receivership scenario, FDIC-insured depositors would be paid in full (to the extent of FDIC insurance coverage) before any distribution would be made to holders of the Notes.

Regulatory Restrictions on Redemption and Acceleration. The terms of the Notes impose certain restrictions on redemption and acceleration that are designed to preserve the eligibility of the Notes as Tier 2 capital of BRB under 12 C.F.R. Part 3. As a result, the rights of holders of the Notes are more limited than those typically available to holders of conventional corporate debt securities.

All optional redemptions of the Notes (whether on or after the Reset Date, or upon a Tax Event or Regulatory Capital Treatment Event) are subject to the prior written approval or non-objection of the OCC. The OCC may withhold its approval of a proposed redemption if, among other things, BRB's capital ratios would fall below the levels required for BRB to remain "well-capitalized" under applicable prompt corrective action regulations following such redemption, or if the OCC otherwise determines that the redemption would be inconsistent with the safety and soundness of BRB. Accordingly, there can be no assurance that the OCC will approve a redemption of the Notes at any time prior to their stated maturity.

In addition, the events of default under the Indenture are limited, and the Notes may not be accelerated upon the occurrence of an event of default (other than upon the occurrence of certain events of bankruptcy, insolvency, or receivership of BRB). This means that, if BRB fails to pay interest on the Notes when due and such failure continues for 30 days, or if BRB fails to pay principal on the Notes at maturity, the Trustee or holders of the Notes may institute proceedings to collect amounts owing, but they may not declare the unpaid principal amount of the Notes to be immediately due and payable. These limitations on acceleration are required in order for the Notes to qualify as Tier 2 capital under applicable OCC capital regulations and are consistent with regulatory requirements for subordinated debt instruments counted as regulatory capital.

Interest Rate Risk — Transition from Fixed to Floating Rate. The Notes bear interest at a fixed rate of [●]% per annum during the period from the issue date to but excluding March 1, 2031 (the "Fixed Rate Period"), and at a floating rate equal to Compounded SOFR plus [●] basis points during the period from and including March 1, 2031 to but excluding March 1, 2036 (the "Floating Rate Period").

The transition from a fixed rate to a floating rate introduces interest rate risk for holders of the Notes. During the Floating Rate Period, the interest rate on the Notes will fluctuate based on changes in SOFR. If SOFR decreases, the interest rate on the Notes will decrease correspondingly, and the amount of interest payable on the Notes will be lower than the fixed rate that was payable during the Fixed Rate Period. There can be no assurance that SOFR will be at a level that results in a floating rate coupon equal to or greater than the fixed rate coupon.

The Secured Overnight Financing Rate ("SOFR") is a relatively new reference rate. SOFR is published by the Federal Reserve Bank of New York and is based on the cost of borrowing cash overnight collateralized by Treasury securities in the repurchase agreement market. SOFR has been published since April 2018, and accordingly there is limited historical data regarding its behavior over full interest rate cycles and during periods of market stress. SOFR may be more volatile than other benchmark rates, and its performance during economic downturns or periods of financial market dislocation may differ significantly from its performance during more stable periods.

In addition, if SOFR is not published on a given date or is otherwise unavailable, or if SOFR is permanently discontinued, the interest rate on the Notes during the Floating Rate Period will be determined in accordance with the benchmark replacement provisions set forth in the Indenture, which are based on the recommended fallback language of the Alternative Reference Rates Committee ("ARRC"). There can be no assurance that any benchmark replacement rate will be equivalent to or produce the same economic results as SOFR.

Limited Liquidity. The Notes have not been registered under the Securities Act and will not be listed on any securities exchange or quoted on any automated quotation system. The Notes may be resold only to QIBs in reliance on Rule 144A under the Securities Act or pursuant to another available exemption from registration. There can be no assurance that a secondary trading market for the Notes will develop or, if one develops, that it will provide holders with liquidity of investment or that it will continue for the life of the Notes.

The minimum denomination of $150,000 (and integral multiples of $1,000 in excess thereof) may further limit the pool of potential secondary market buyers and reduce liquidity. In addition, the market for subordinated bank debt securities is generally less liquid than the market for senior unsecured bank obligations or U.S. Treasury securities. Market conditions, including changes in interest rates, credit spreads, and general economic conditions, may also adversely affect the trading price and liquidity of the Notes. Holders of the Notes may be required to bear the financial risk of their investment for an extended period of time, and there can be no assurance that holders will be able to sell their Notes at a price equal to or greater than the original purchase price.

The Initial Purchasers have not made any commitment to make a market in the Notes, and any market-making activity that may be undertaken by the Initial Purchasers may be discontinued at any time, in their sole discretion.

Regulatory Capital Treatment May Change. 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 as applied to national banks supervised by the OCC. However, the regulatory capital rules are subject to change, and there can be no assurance that the OCC or other regulatory authorities will not amend, modify, or reinterpret the applicable capital regulations in a manner that would cause the Notes to cease to qualify in whole or in part as Tier 2 capital.

If a Regulatory Capital Treatment Event occurs — that is, if a change in law, regulation, or official OCC guidance results in the Notes no longer qualifying as Tier 2 capital — BRB may, at its option, redeem the Notes in whole (but not in part) at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest to but excluding the redemption date, subject to the prior written approval or non-objection of the OCC. Such a redemption could occur at a time that is disadvantageous to holders, and the redemption price may be less than the price at which the Notes are then trading in the secondary market (if any). Holders would have no ability to prevent or delay such a redemption.

In addition, under the applicable regulatory capital rules, the outstanding principal amount of the Notes that qualifies as Tier 2 capital is subject to amortization during the final five years prior to the stated maturity date of the Notes. Specifically, for purposes of calculating BRB's Tier 2 capital, the principal amount of the Notes included as Tier 2 capital will be reduced by 20% per year beginning five years before the stated maturity date (i.e., beginning on March 1, 2031). This amortization schedule applies for regulatory capital purposes only and does not affect the obligation of BRB to repay the full principal amount of the Notes at maturity.

Tax Treatment Risk. BRB intends to treat the Notes as indebtedness for U.S. federal income tax purposes, and BRB's tax counsel, Calderwood & Harkness LLP, will deliver an opinion to that effect at the closing of the Offering. However, there can be no assurance that the Internal Revenue Service (the "IRS") will not challenge the characterization of the Notes as indebtedness or that a court would not sustain such a challenge.

If the Notes were recharacterized as equity for U.S. federal income tax purposes, the tax consequences to BRB and to holders of the Notes could be materially different from those described in this Offering Memorandum. Among other things, (i) interest payments on the Notes would not be deductible by BRB, which could adversely affect BRB's after-tax earnings and financial condition, and (ii) interest payments on the Notes could be treated as dividends to holders, which may be subject to different tax rates and withholding requirements.

Prospective investors should consult their own tax advisors regarding the tax consequences of an investment in the Notes, including the potential consequences of a recharacterization. See "Certain U.S. Federal Income Tax Considerations."

Risks Relating to BRB's Business

General Credit and Market Risks. BRB is subject to the credit, market, interest rate, and operational risks that are inherent in the business of commercial banking. BRB's loan portfolio is subject to credit risk — the risk that borrowers will be unable to repay their obligations to BRB. BRB's financial condition and results of operations are significantly affected by the quality of its loan portfolio, the level of non-performing assets, and the adequacy of its allowance for credit losses. A deterioration in economic conditions, whether national, regional, or in the specific industries or markets in which BRB's borrowers operate, could lead to increased loan delinquencies, defaults, and charge-offs, and could require BRB to increase its provision for credit losses.

BRB's commercial real estate ("CRE") and multifamily loan portfolios are subject to particular risks associated with the real estate markets, including declines in property values, increases in vacancy rates, and changes in market rental rates. Adverse conditions in the commercial real estate markets could result in increased credit losses with respect to these portfolios.

BRB is also exposed to interest rate risk — the risk that changes in prevailing interest rates will adversely affect the value of BRB's assets or the cost of its liabilities, or otherwise reduce BRB's net interest income or net interest margin. BRB manages its interest rate risk through asset-liability management strategies, but there can be no assurance that these strategies will be effective in all interest rate environments.

Market risk — including the risk of adverse changes in the value of BRB's investment securities portfolio or other financial instruments — could also adversely affect BRB's financial condition and results of operations.

Regulatory and Compliance Risks. BRB is subject to extensive regulation and supervision by the OCC, the FDIC, and other federal and state regulatory agencies. At the holding company level, BRFG is subject to regulation and supervision by the Federal Reserve. These regulatory requirements affect virtually all aspects of BRB's business, including capital requirements, permissible activities, lending limits, reserve requirements, liquidity requirements, anti-money laundering and Bank Secrecy Act compliance, consumer protection, fair lending, Community Reinvestment Act performance, and cybersecurity and data privacy.

Changes in banking laws, regulations, or regulatory policies, including changes in capital requirements or the interpretation thereof, could adversely affect BRB's business, financial condition, and results of operations. Regulatory actions — including cease and desist orders, civil money penalties, or restrictions on BRB's activities — could be imposed on BRB or BRFG, which could materially and adversely affect BRB's operations and financial condition. In addition, the costs of compliance with applicable banking regulations are significant and are expected to continue to increase.

There are currently several pending regulatory proposals that, if adopted, could affect the capital requirements applicable to BRB, including proposals related to the implementation of the final components of the Basel III framework (sometimes referred to as the "Basel III Endgame"). The ultimate form and impact of these proposals remain uncertain.

Competition and Technology. BRB operates in a highly competitive environment and faces competition from a wide range of financial services providers, including other national and regional commercial banks, thrift institutions, credit unions, investment banks, asset management firms, insurance companies, and an increasing number of financial technology ("fintech") companies. Many of BRB's competitors have substantially greater financial, technological, and marketing resources than BRB, and some benefit from less regulatory burden.

BRB's digital banking expansion, conducted through its BRB Digital platform, is a key strategic priority and is expected to be a significant driver of future growth. However, the expansion of BRB Digital involves substantial technology, cybersecurity, operational, and execution risks. The successful implementation and scaling of BRB's digital banking platform depends on, among other things, BRB's ability to attract and retain technology talent, develop and deploy reliable technology infrastructure, protect customer data and systems from cybersecurity threats, and compete effectively with established fintech companies and large technology firms that are increasingly entering the financial services sector.

A cybersecurity breach, technology failure, or other operational disruption affecting BRB Digital could result in financial losses, reputational harm, regulatory scrutiny, and litigation. There can be no assurance that BRB will be successful in implementing its digital banking strategy or that BRB Digital will achieve the anticipated financial results.

Holding Company Structure. BRB is a wholly owned subsidiary of Belmont Ridge Financial Group, Inc. ("BRFG"). BRFG is NOT an obligor on the Notes, and the creditworthiness of BRB as the sole obligor on the Notes is distinct from the creditworthiness of BRFG. However, the financial condition, regulatory obligations, and capital demands of BRFG could indirectly affect BRB.

BRFG depends on dividends and other distributions from BRB to fund its obligations, including debt service on BRFG's own indebtedness. The payment of dividends by BRB to BRFG is subject to various regulatory restrictions and approval requirements, including restrictions under the National Bank Act and OCC regulations. In periods of financial stress, BRB may be required to retain capital rather than distribute dividends to BRFG, which could affect BRFG's ability to meet its own obligations and could in turn create indirect pressures on BRB.

In addition, BRFG's regulatory obligations as a bank holding company, including capital requirements imposed by the Federal Reserve, could indirectly affect the operations and capital position of BRB. BRFG may be required by the Federal Reserve to contribute capital to BRB under certain circumstances, but there can be no assurance that BRFG would be able to do so.

USE OF PROCEEDS

BRB estimates that the net proceeds from the sale of the Notes will be approximately $[●] (after deducting the initial purchasers' discount of approximately $[●] and estimated offering expenses of approximately $1,150,000 payable by BRB).

BRB intends to use the net proceeds from the Offering for general corporate purposes, including:

• supporting BRB's ongoing operations, lending activities, and capital position;

• funding the continued development and expansion of BRB's digital banking platform, BRB Digital, which is a key strategic priority for the Bank; and

• potentially funding the future redemption of BRB's existing $200,000,000 aggregate principal amount of 5.250% Subordinated Notes due November 15, 2027 (the "Existing 2027 Notes"). The Existing 2027 Notes were issued on November 15, 2017, mature on November 15, 2027, and have been callable at par since November 15, 2022. As of the date of this Offering Memorandum, no formal redemption notice has been given with respect to the Existing 2027 Notes, and BRB has not made a final determination as to whether or when it will redeem the Existing 2027 Notes. Any such redemption would be subject to the prior approval or non-objection of the OCC.

Pending the application of the net proceeds as described above, BRB intends to invest the net proceeds in short-term, investment-grade securities or hold them as cash or cash equivalents. The timing and manner in which BRB applies the net proceeds may vary depending on market conditions, BRB's capital needs, and other factors. BRB retains broad discretion over the use of the net proceeds.

CAPITALIZATION

The following table sets forth the capitalization of BRB as of December 31, 2025, on an actual basis and on an as-adjusted basis to give effect to the issuance of the Notes offered hereby and the receipt of the estimated net proceeds therefrom. This table should be read in conjunction with the financial statements and the related notes incorporated by reference in this Offering Memorandum.

Capitalization Table. (Dollars in thousands)

Regulatory Capital Ratios (As of December 31, 2025)

(1) As adjusted to give effect to the issuance of the Notes and the receipt of estimated net proceeds. The Notes are intended to qualify as Tier 2 capital under 12 C.F.R. Part 3 and, accordingly, are expected to increase BRB's Total Risk-Based Capital Ratio. The Notes do not affect Common Equity Tier 1 capital or Tier 1 capital.

(2) The issuance of the Notes does not affect BRB's Tier 1 Capital Ratio or Tier 1 Leverage Ratio because the Notes are intended to qualify as Tier 2 capital (not Tier 1 capital) under 12 C.F.R. Part 3.

Capital ratios are calculated based on BRB's Consolidated Report of Condition and Income (Call Report) filed with the OCC as of December 31, 2025.

As of December 31, 2025, BRB was classified as "well-capitalized" under the prompt corrective action regulations applicable to national banks, as set forth in 12 C.F.R. Part 6. On a pro forma basis, after giving effect to the issuance of the Notes, BRB expects to continue to be classified as "well-capitalized."

BUSINESS OF BELMONT RIDGE BANK, NATIONAL ASSOCIATION

Overview. Belmont Ridge Bank, National Association ("BRB" or the "Bank"), is a nationally chartered commercial bank organized and existing under the National Bank Act and chartered by the Office of the Comptroller of the Currency under OCC Charter No. 18742. BRB's principal office and headquarters 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. As of December 31, 2025, BRB had total assets of approximately $62.4 billion, total deposits of approximately $48.7 billion, total loans of approximately $42.1 billion, and total equity of approximately $6.4 billion. BRB's RSSD ID is 2847391 and its FDIC Certificate Number is 28463.

BRB is a wholly owned subsidiary of Belmont Ridge Financial Group, Inc. ("BRFG"), a Delaware corporation. BRFG's common stock is listed on the New York Stock Exchange under the ticker symbol "BRBK," and BRFG's approximate market capitalization was $8.2 billion as of February 2026. BRFG is a registered bank holding company subject to supervision by the Board of Governors of the Federal Reserve System.

BRB's operations are organized around four principal business lines: Commercial Lending, Consumer Banking, Wealth Management, and BRB Digital. Each of these business lines is described in greater detail below. BRB's strategy emphasizes disciplined organic growth, geographic and product diversification, sound credit risk management, and investment in technology-driven banking services.

Principal Business Lines

Commercial Lending. BRB's commercial lending activities constitute its largest business line, representing approximately 55% of total loans outstanding as of December 31, 2025. BRB maintains a diversified commercial loan portfolio, including commercial and industrial ("C&I") loans, commercial real estate ("CRE") loans, multifamily residential mortgage loans, and small business loans.

BRB's C&I loan portfolio is broadly diversified across industries and borrower sizes, with concentrations in healthcare, professional services, manufacturing, technology, and distribution. BRB's CRE lending activities focus on stabilized, income-producing properties, including office, retail, industrial, and mixed-use properties, primarily in the New York metropolitan area and other major East Coast markets. BRB also maintains an active multifamily lending program, with a focus on workforce and affordable housing properties in supply-constrained markets. BRB's small business lending activities are conducted both through its branch network and through BRB Digital.

BRB's commercial lending activities are supported by experienced credit teams and a well-established credit underwriting and risk management framework. BRB's credit approval process involves multiple levels of review, including independent credit analysis, committee-level approval for larger exposures, and portfolio-level risk monitoring.

Consumer Banking. BRB's consumer banking business encompasses retail deposit-gathering, residential mortgage lending, personal loans, home equity lines of credit, and credit card products. BRB offers a broad range of deposit products, including checking accounts, savings accounts, money market accounts, and certificates of deposit, through its branch network and digital channels. As of December 31, 2025, BRB maintained approximately $31.2 billion in consumer deposits.

BRB's residential mortgage lending activities include origination and servicing of conventional, FHA, and VA mortgage loans, as well as jumbo and super-jumbo mortgage products targeted at higher-net-worth borrowers in the New York metropolitan area and select other markets. BRB retains a significant portion of its mortgage production on its balance sheet and selectively sells conforming production to government-sponsored enterprises.

BRB's consumer banking business is a key source of low-cost core deposits, which provide stable and diversified funding for BRB's lending activities.

Wealth Management. BRB's wealth management business provides trust and fiduciary services, investment management, financial planning, and private banking services to high-net-worth individuals, families, and institutions. As of December 31, 2025, BRB's wealth management division had approximately $14.8 billion in assets under management and $22.3 billion in assets under administration.

BRB's wealth management platform includes discretionary and non-discretionary investment management, estate planning and administration, retirement plan services, and customized lending and banking solutions for wealth management clients. Fee income from wealth management activities provides a stable and recurring revenue stream that diversifies BRB's income sources and reduces its reliance on net interest income.

BRB Digital. BRB Digital is BRB's growing financial technology platform and a key strategic priority for the Bank. BRB Digital offers digital deposit accounts, digital lending products (including personal loans and small business loans originated through online and mobile channels), and digital payment solutions. BRB Digital leverages advanced technology, data analytics, and strategic partnerships with financial technology firms to deliver innovative banking products and services to a broader customer base.

Since its launch in 2022, BRB Digital has demonstrated strong growth in customer acquisition, deposit gathering, and loan origination. As of December 31, 2025, BRB Digital had approximately 485,000 active digital deposit accounts with aggregate balances of approximately $3.8 billion and had originated approximately $1.6 billion in digital loans. BRB expects to continue to invest significantly in BRB Digital, and a portion of the net proceeds from this Offering is expected to be used to support the ongoing development and expansion of the platform.

BRB Digital's technology infrastructure is built on a cloud-native architecture and is designed to be scalable, secure, and resilient. BRB Digital employs a dedicated team of technology professionals, product managers, and data scientists, and benefits from BRB's established compliance, risk management, and cybersecurity capabilities.

Employees and Offices

As of December 31, 2025, BRB employed approximately 5,750 full-time equivalent employees across its various business lines and corporate functions. BRB believes that its relationships with its employees are good. BRB is not a party to any collective bargaining agreements.

BRB operates a network of 82 full-service banking branches located primarily in the New York metropolitan area, with additional branches in Connecticut, New Jersey, Pennsylvania, Massachusetts, and the greater Washington, D.C. area. In addition to its branch network, BRB serves customers through its digital channels, including its BRB Digital platform, online banking portal, and mobile banking applications.

BRB's principal executive offices are located at 600 Lexington Avenue, 38th Floor, New York, New York 10022. BRB also maintains operations centers in Jersey City, New Jersey, and Stamford, Connecticut.

Corporate Structure. Belmont Ridge Bank, National Association is a wholly owned subsidiary of Belmont Ridge Financial Group, Inc. ("BRFG"), a Delaware corporation. BRFG's principal office is located at 600 Lexington Avenue, 38th Floor, New York, New York 10022, and its EIN is 13-4827099. BRFG's common stock is listed on the New York Stock Exchange under the ticker symbol "BRBK."

BRFG is a registered bank holding company subject to supervision and regulation by the Board of Governors of the Federal Reserve System under the Bank Holding Company Act of 1956, as amended. BRFG's sole material asset is its ownership of 100% of the outstanding shares of common stock of BRB.

BRFG is NOT an obligor on the Notes. The Notes are obligations solely of Belmont Ridge Bank, National Association. Holders of the Notes will have no claim against the assets of BRFG. While certain informational covenants in the Indenture reference the consolidated BRFG group, such references are for informational purposes only and do not create any obligation of BRFG to make payments on the Notes.

The following simplified organizational chart illustrates the relationship between BRFG and BRB:

Belmont Ridge Financial Group, Inc. (Delaware corporation; NYSE: BRBK) (Bank Holding Company — Federal Reserve supervised)

100% Ownership

Belmont Ridge Bank, National Association (National banking association; OCC Charter No. 18742) (ISSUER OF THE NOTES)

Management. The following is a summary of the principal executive officers of BRB:

Marcus D. Harrington — Chief Executive Officer. Mr. Harrington has served as Chief Executive Officer and a member of the Board of Directors of BRB and BRFG since January 2019. Prior to assuming the role of CEO, Mr. Harrington served as President and Chief Operating Officer of BRB from 2015 to 2018. Before joining BRB, Mr. Harrington held senior leadership positions at two major U.S. financial institutions, most recently serving as Executive Vice President and Head of Commercial Banking at Summerlin National Bank from 2010 to 2015. Mr. Harrington holds a B.A. in Economics from Georgetown University and an M.B.A. from the Wharton School of the University of Pennsylvania.

Priya Narasimhan — Chief Financial Officer. Ms. Narasimhan has served as Chief Financial Officer of BRB and BRFG since March 2021. Prior to joining BRB, Ms. Narasimhan served as Deputy Chief Financial Officer and Treasurer at Atlantic Seaboard Bancorp from 2016 to 2021. Earlier in her career, Ms. Narasimhan spent more than a decade at a major international accounting firm, where she specialized in the audit and advisory services of financial institutions. Ms. Narasimhan is a certified public accountant and holds a B.S. in Accounting from New York University and an M.B.A. from Columbia Business School.

Diane K. Wexler — General Counsel and Corporate Secretary. Ms. Wexler has served as General Counsel and Corporate Secretary of BRB and BRFG since September 2017. Before joining BRB, Ms. Wexler was a partner at the law firm of Caldwell, Haines & Sterling LLP, where she practiced for 18 years in the financial institutions and regulatory group. Ms. Wexler advises BRB's Board of Directors and senior management on corporate governance, regulatory, and transactional matters. Ms. Wexler holds a B.A. from Yale University and a J.D. from Harvard Law School.

Jonathan R. Talbott — Treasurer. Mr. Talbott has served as Treasurer of BRB since July 2020 and is responsible for BRB's treasury and funding operations, capital markets activities, asset-liability management, and liquidity management. Prior to joining BRB, Mr. Talbott served in various treasury and capital markets roles at Greystone National Bank from 2012 to 2020, most recently as Senior Vice President and Deputy Treasurer. Mr. Talbott holds a B.S. in Finance from Boston College and is a CFA charterholder.

Selected Financial Data

The following table sets forth selected financial data for BRB for the fiscal years ended December 31, 2025 and December 31, 2024. The data presented below is derived from BRB's audited financial statements, which were audited by Whitmore & Lathrop, P.C., independent registered public accounting firm. The selected financial data should be read in conjunction with BRB's audited financial statements and the related notes incorporated by reference in this Offering Memorandum.

(Dollars in thousands, except per share data)

BRB's audited financial statements as of and for the fiscal years ended December 31, 2025 and December 31, 2024, including the related notes thereto, are incorporated by reference in this Offering Memorandum and are available from BRB upon request or from the OCC. See "Appendix A — Index to Financial Statements" and "Available Information."

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 comprehensive description of all laws, regulations, and policies that govern BRB's operations and does not purport to be complete. The banking industry is subject to extensive and complex regulation at the federal and state levels, and the regulatory framework is subject to frequent change. Readers should refer to the applicable statutes, regulations, and other regulatory materials for a complete understanding of the regulatory requirements applicable to BRB and BRFG.

Bank-Level Regulation (BRB)

BRB is a national banking association chartered under the National Bank Act, 12 U.S.C. § 21 et seq., and is primarily regulated by the Office of the Comptroller of the Currency (the "OCC"). BRB's OCC Charter Number is 18742. The OCC has comprehensive supervisory authority over the activities, operations, and financial condition of national banks, including the power to examine BRB's operations, require reports, establish capital requirements, issue cease and desist orders, remove officers and directors, and take other corrective and enforcement actions.

BRB is also an insured depository institution whose deposits are insured by the Federal Deposit Insurance Corporation (the "FDIC") up to applicable insurance limits. As an insured depository institution, BRB is subject to FDIC regulations relating to deposit insurance, deposit insurance assessments, and the FDIC's authority as receiver or conservator of failed insured depository institutions.

BRB is also subject to the provisions of the Federal Reserve Act, including provisions relating to transactions with affiliates (Sections 23A and 23B) and extensions of credit to insiders (Regulation O). In addition, BRB is subject to certain provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") as they apply to insured depository institutions.

Holding Company Regulation (BRFG)

Belmont Ridge Financial Group, Inc. ("BRFG") is a bank holding company registered with the Board of Governors of the Federal Reserve System (the "Federal Reserve") under the Bank Holding Company Act of 1956, as amended (the "BHCA"). As a bank holding company, BRFG is subject to comprehensive regulation, supervision, and examination by the Federal Reserve.

The BHCA restricts the activities in which BRFG may engage and the types of companies that BRFG may acquire or control. 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 and the annual report on Form FR Y-6. BRFG is also subject to the Federal Reserve's capital adequacy requirements and to the Federal Reserve's authority to require BRFG to serve as a source of financial strength for BRB.

The Federal Reserve has the authority to issue cease and desist orders against bank holding companies, to impose civil money penalties, and to take other corrective and enforcement actions.

Capital Requirements — Basel III / 12 C.F.R. Part 3

BRB is subject to the risk-based and leverage capital adequacy requirements established by the OCC under 12 C.F.R. Part 3, which implements the Basel III capital framework as applied to national banks. These capital requirements establish minimum ratios of Common Equity Tier 1 ("CET1") capital, Tier 1 capital, and Total capital (Tier 1 capital plus Tier 2 capital) to risk-weighted assets, as well as a minimum Tier 1 leverage ratio.

The minimum capital ratios required under 12 C.F.R. Part 3 are as follows:

In addition to the minimum capital ratios, BRB is subject to a capital conservation buffer of 2.5% of risk-weighted assets (composed entirely of CET1 capital). A national bank that does not maintain the capital conservation buffer above its minimum capital ratios is subject to constraints on capital distributions and discretionary bonus payments to executive officers.

As of December 31, 2025, BRB reported the following regulatory capital ratios:

As of December 31, 2025, BRB exceeded all applicable minimum capital requirements, including the capital conservation buffer, and was classified as "well-capitalized" under the prompt corrective action regulations set forth in 12 C.F.R. Part 6.

Tier 2 Capital Eligibility of the Notes. The Notes are intended to qualify as Tier 2 capital of BRB under 12 C.F.R. Part 3. Under the applicable rules, in order for a subordinated debt instrument to qualify as Tier 2 capital, it must, among other things:

(a) have an original maturity of at least five years;

(b) be subordinated to the claims of depositors and to the claims of general creditors of the bank;

(c) not contain provisions permitting the holder to accelerate the payment of principal except in the event of the bankruptcy, insolvency, or receivership of the issuing bank;

(d) not be redeemable at the option of the issuer prior to the original maturity date without the prior approval of the OCC; and

(e) be subject to straight-line amortization for regulatory capital purposes during the final five years to maturity (i.e., only 80% of the outstanding principal amount is includable as Tier 2 capital in the fifth year before maturity, 60% in the fourth year, and so on).

The Notes have been structured to satisfy each of these eligibility criteria. However, there can be no assurance that the OCC will not take a different position with respect to the Tier 2 capital treatment of the Notes. In addition, the applicable regulatory capital rules are subject to change, and any changes could affect the Tier 2 capital treatment of the Notes. See "Risk Factors — Regulatory Capital Treatment May Change."

Subordinated Debt Issuance — OCC Requirements

Under 12 C.F.R. § 5.47, a national bank that proposes to issue subordinated debt that is to be included in Tier 2 capital must file a notice with the OCC prior to issuance. BRB filed the required notice with the OCC under 12 C.F.R. § 5.47 in connection with the proposed issuance of the Notes. The OCC issued a non-objection letter dated February 12, 2026 (OCC File No. 2026-SUB-0031), confirming that the OCC does not object to BRB's proposed issuance of the Notes, subject to BRB's compliance with the conditions set forth in the non-objection letter.

Pursuant to 12 C.F.R. § 5.47, BRB is required to file a post-issuance notification with the OCC within the applicable period after the closing of the Offering, together with certain documentation relating to the issuance, including a copy of the executed Indenture and a specimen Note.

FDIC Insurance and Deposit Preference

BRB's deposits are insured by the FDIC through the Deposit Insurance Fund ("DIF") up to applicable insurance limits, which are currently $250,000 per depositor, per insured bank, for each account ownership category. BRB pays deposit insurance assessments to the FDIC based on its assessment base and risk-based assessment rate.

The Notes are NOT deposits and are NOT insured or guaranteed by the FDIC or any other governmental agency or instrumentality.

Under the Federal Deposit Insurance Act, 12 U.S.C. § 1821(d)(11), in the event of the liquidation or other resolution of a failed insured depository institution, claims are paid in the following order of priority: (i) administrative expenses of the receiver; (ii) secured claims to the extent of the value of the collateral; (iii) domestic deposit liabilities; (iv) other general or senior liabilities; (v) subordinated obligations; and (vi) shareholders. As subordinated obligations, the Notes would rank below all deposit liabilities and senior unsecured obligations of BRB in a receivership. This "depositor preference" regime means that, in the event BRB were placed into receivership, all of BRB's deposit liabilities (including both insured and uninsured deposits) would need to be satisfied before any distribution could be made to holders of the Notes.

Other Regulatory Matters

Anti-Money Laundering and Bank Secrecy Act. BRB is subject to the Bank Secrecy Act ("BSA"), as amended by the USA PATRIOT Act, and the anti-money laundering ("AML") regulations promulgated thereunder by the Financial Crimes Enforcement Network ("FinCEN"). BRB maintains a comprehensive BSA/AML compliance program that includes policies, procedures, and internal controls designed to detect and prevent money laundering, terrorist financing, and other illicit financial activities. BRB's BSA/AML compliance program is subject to periodic examination by the OCC and FinCEN.

Community Reinvestment Act. BRB is subject to the Community Reinvestment Act ("CRA"), which requires the OCC to evaluate BRB's record of meeting the credit needs of its communities, including low- and moderate-income neighborhoods, consistent with safe and sound banking practices. BRB's most recent CRA evaluation rating was "Satisfactory."

Consumer Financial Protection. BRB is subject to a wide range of consumer financial protection laws and regulations, including the Truth in Lending Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Real Estate Settlement Procedures Act, the Home Mortgage Disclosure Act, the Fair Credit Reporting Act, and the Electronic Fund Transfer Act, among others. For banks with more than $10 billion in total assets, the Consumer Financial Protection Bureau ("CFPB") has supervisory authority over consumer financial protection matters.

Pending Regulatory Proposals. There are currently several pending regulatory proposals that, if adopted, could affect the capital requirements and other regulatory obligations applicable to BRB and BRFG. These include proposals related to the implementation of the final components of the Basel III capital framework, changes to the resolution planning requirements for large banking organizations, and revisions to the Community Reinvestment Act regulations. The ultimate form, timing, and impact of these proposals remain uncertain, and BRB cannot predict with certainty how any changes in the regulatory framework would affect its business, financial condition, or capital requirements.

DESCRIPTION OF THE NOTES

The following description of the Notes is a summary of certain provisions of the Notes and the Indenture (as defined below). This summary does not purport to be complete and is qualified in its entirety by reference to the Indenture and the form of the Notes. Copies of the Indenture and the form of the Notes are available from BRB upon request. Capitalized terms used but not defined in this section have the meanings given to them in the Indenture.

General. The Notes will be issued by Belmont Ridge Bank, National Association (the "Issuer" or "BRB") under an Indenture to be dated as of [●], 2026 (the "Indenture"), between BRB and Brindoval Trust Company, National Association, as trustee (the "Trustee").

The Trustee's Corporate Trust Office is located at 100 Federal Street, Suite 800, Boston, Massachusetts 02110. The Corporate Trust Officer assigned to the Notes is Helen M. Briggs.

The Notes will be designated as BRB's "[●]% Fixed-to-Floating Rate Subordinated Notes due 2036." The aggregate principal amount of the Notes to be issued in this Offering is $[●]. BRB may, without the consent of the holders of the Notes, issue additional notes having the same terms as the Not

PRELIMINARY CONFIDENTIAL OFFERING MEMORANDUM — SUBJECT TO COMPLETION — DATED FEBRUARY 14, 2026
The information in this Preliminary Confidential Offering Memorandum is not complete and may be changed. This Preliminary Confidential Offering Memorandum is not an offer to sell these securities, and it is not soliciting an offer to buy these securities, in any jurisdiction where the offer or sale is not permitted. The final terms of the offering will be set forth in the final Confidential Offering Memorandum and the related Pricing Term Sheet.
PRELIMINARY CONFIDENTIAL OFFERING MEMORANDUM
Belmont Ridge Bank, National Association
$[●] Aggregate Principal Amount [●]% Fixed-to-Floating Rate Subordinated Notes due 2036
Belmont Ridge Bank, National Association ("BRB," the "Bank," the "Issuer," "we," "us," or "our") is offering $[●] aggregate principal amount of its [●]% Fixed-to-Floating Rate Subordinated Notes due 2036 (the "Notes"). The aggregate principal amount, coupon rate, issue price, and settlement date of the Notes have not been finalized and will be set forth in the Pricing Term Sheet to be delivered to purchasers.
Expected CUSIP: 082651 AB7 Expected ISIN: US082651AB73
Maturity Date: March 1, 2036
Fixed Rate Period: From the issue date to but excluding March 1, 2031, the Notes will bear interest at a rate of [●]% per annum, payable semi-annually in arrears on March 1 and September 1 of each year, commencing September 1, 2026.
Floating Rate Period: From and including March 1, 2031 to but excluding March 1, 2036, the Notes will bear interest at a rate per annum equal to Compounded SOFR plus [●] basis points, payable quarterly in arrears on March 1, June 1, September 1, and December 1 of each year, commencing March 1, 2031.
Reset Date: March 1, 2031.
Optional Redemption: BRB may redeem the Notes, in whole or in part, at its option, on or after March 1, 2031 (the "Reset Date"), at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon to but excluding the redemption date, subject in each case to the prior written approval or non-objection of the Office of the Comptroller of the Currency (the "OCC"). In addition, BRB may redeem the Notes in whole, but not in part, at any time upon the occurrence of a Tax Event or a Regulatory Capital Treatment Event at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest to but excluding the redemption date, subject in each case to the prior written approval or non-objection of the OCC. See "Description of the Notes — Optional Redemption."
Ranking: The Notes will be subordinated unsecured obligations of BRB and will rank junior in right of payment to all of BRB's existing and future senior indebtedness (including all deposits). The Notes will rank pari passu in right of payment with BRB's existing 5.250% Subordinated Notes due 2027 and any future subordinated indebtedness of BRB. The Notes will rank senior in right of payment to any junior subordinated indebtedness and equity securities of BRB. The Notes are intended to qualify as Tier 2 capital of BRB under 12 C.F.R. Part 3.
Expected Ratings: [●] by Meridian Ratings Group, Inc. and [●] by Archer Bond Analytics LLC. A rating is not a recommendation to buy, sell, or hold securities and may be subject to revision or withdrawal at any time by the assigning rating organization. Each rating should be evaluated independently of any other rating.
The Notes have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws and are being offered and sold only to qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act. There is no Regulation S tranche; this is a domestic-only offering. See "Transfer Restrictions."
The Notes are not savings accounts, certificates of deposit, or other deposit obligations of BRB and are not insured or guaranteed by the Federal Deposit Insurance Corporation (the "FDIC") or any other governmental agency or instrumentality.
The Notes are exempt from the requirements of the Trust Indenture Act of 1939, as amended (the "TIA"), pursuant to Section 304(a)(4)(A) thereof (bank-issued securities).
Lead Bookrunner
Wainwright Zanthor & Co., LLC
The date of this Preliminary Confidential Offering Memorandum is February 14, 2026.
IMPORTANT NOTICES AND LEGENDS
This Preliminary Confidential Offering Memorandum (this "Offering Memorandum") is confidential and has been prepared by Belmont Ridge Bank, National Association ("BRB") solely for use in connection with the proposed offering of the Notes described herein (the "Offering"). This Offering Memorandum is being furnished on a confidential basis to a limited number of qualified institutional buyers for informational purposes only. By accepting delivery of this Offering Memorandum, each recipient agrees to maintain the confidentiality of the information contained herein and to use such information solely for the purpose of evaluating the Offering.
This Offering Memorandum does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in any jurisdiction in which such offer or solicitation would be unlawful. The Notes are being offered and sold only to qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). No public offering of the Notes is being made.
No person has been authorized to give any information or to make any representation not contained or incorporated by reference in this Offering Memorandum in connection with the Offering. If any such information or representation is given or made, it must not be relied upon as having been authorized by BRB, the Initial Purchasers, or any of their respective affiliates, agents, or representatives. 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 the date hereof or that the information contained herein is correct as of any time subsequent to its date. BRB reserves the right to withdraw, cancel, or modify the Offering at any time prior to the completion thereof without notice.
Neither the United States Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved the Notes or passed upon the accuracy or adequacy of this Offering Memorandum. The Notes are being offered in reliance on exemptions from registration under Section 4(a)(2) of the Securities Act and Rule 144A promulgated thereunder. Any representation to the contrary is a criminal offense.
Neither the Office of the Comptroller of the Currency (the "OCC"), the Federal Deposit Insurance Corporation (the "FDIC"), the Board of Governors of the Federal Reserve System (the "Federal Reserve"), nor any other federal or state governmental agency or instrumentality has recommended or endorsed the Notes or the Offering, or has made any determination as to the accuracy or adequacy of this Offering Memorandum.
NOTICE REGARDING FORWARD-LOOKING STATEMENTS. This Offering Memorandum contains 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 forward-looking statements include, without limitation, statements regarding BRB's expected financial condition, results of operations, business strategies, growth prospects, capital position, and regulatory compliance, as well as statements about the anticipated terms, timing, and consummation of the Offering. Forward-looking statements are generally identified by the use of words such as "anticipate," "believe," "estimate," "expect," "intend," "may," "plan," "project," "will," "would," and similar expressions. These forward-looking statements are based on BRB's current expectations and assumptions regarding its business, the economy, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties, and changes in circumstances that are difficult to predict. Actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, among other things, changes in general economic and market conditions, changes in interest rates, changes in regulatory requirements, credit quality deterioration, competitive pressures, operational disruptions, and other factors described in the "Risk Factors" section of this Offering Memorandum. BRB undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
NOTICE REGARDING INDUSTRY AND MARKET DATA. Certain market, industry, and competitive data included in this Offering Memorandum are based on estimates, independent industry publications, government publications, reports by market research firms, and other third-party sources. Although BRB believes these sources are reliable, BRB has not independently verified the data and makes no representation as to the accuracy or completeness of such data. Certain data are based on BRB's own estimates, which are derived from its review of internal surveys, independent industry sources, and other publicly available information. While BRB believes its estimates are reasonable, actual results may differ materially from such estimates.
MINIMUM DENOMINATION. The Notes will be issued in minimum denominations of $150,000 and integral multiples of $1,000 in excess thereof.
BOOK-ENTRY ONLY. The Notes will be issued in book-entry form only, through the facilities of The Depository Trust Company ("DTC"), with Cede & Co. acting as nominee for DTC. Beneficial interests in the Notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its participants. Except in limited circumstances described herein, definitive certificates for the Notes will not be issued.
SUMMARY
The following summary highlights selected information contained elsewhere in this Offering Memorandum and is qualified in its entirety by the more detailed information and financial data included herein. This summary does not contain all of the information that you should consider before investing in the Notes. You should carefully read the entire Offering Memorandum, including the sections entitled "Risk Factors" and "Description of the Notes," and the financial statements and related notes incorporated by reference herein, before making an investment decision.
The Issuer. Belmont Ridge Bank, National Association ("BRB" or the "Bank"), is a national banking association organized and existing under the laws of the United States pursuant to the National Bank Act. BRB was chartered by the Office of the Comptroller of the Currency under OCC Charter No. 18742. BRB's RSSD ID is 2847391, its FDIC Certificate Number is 28463, and its Employer Identification Number (EIN) is 13-4827156.
BRB's principal office and headquarters 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 operates four principal business lines: commercial lending, consumer banking, wealth management, and a growing financial technology platform known as BRB Digital. As of December 31, 2025, BRB had total assets of approximately $62.4 billion.
BRB is a wholly owned subsidiary of Belmont Ridge Financial Group, Inc. ("BRFG"), a Delaware corporation (EIN: 13-4827099), whose common stock is listed on the New York Stock Exchange under the ticker symbol "BRBK." As of February 2026, BRFG's approximate market capitalization was $8.2 billion. BRFG is a registered bank holding company subject to supervision by the Federal Reserve under the Bank Holding Company Act of 1956, as amended. BRFG is NOT an obligor on the Notes. Certain representations, covenants, and informational requirements set forth in this Offering Memorandum reference the consolidated BRFG group, but no obligation of BRFG to make payments on the Notes is created or implied thereby.
BRB's senior management team includes:
• Marcus D. Harrington, Chief Executive Officer
• Priya Narasimhan, Chief Financial Officer
• Diane K. Wexler, General Counsel and Corporate Secretary
• Jonathan R. Talbott, Treasurer
Summary of the Offering
The following is a brief summary of certain terms of the Offering and the Notes. For a more complete description, see "Description of the Notes."
Summary of Risk Factors
An investment in the Notes involves significant risks. Before investing in the Notes, you should carefully consider all of the information contained in this Offering Memorandum, including in particular the risks and uncertainties described under "Risk Factors" beginning on page 13, which include, among others:
• Subordination Risk. The Notes are subordinated unsecured obligations and rank junior to all of BRB's senior indebtedness and deposits. In the event of BRB's insolvency, liquidation, or receivership, holders of the Notes would receive distributions only after all senior obligations and deposit liabilities have been satisfied in full.
• Credit and Market Risk. BRB is subject to the credit, market, and interest rate risks inherent in the business of commercial banking. Economic downturns, deterioration in asset quality, or adverse market conditions could materially and adversely affect BRB's financial condition and its ability to make payments on the Notes.
• Regulatory Capital Risk. The Notes are intended to qualify as Tier 2 capital under 12 C.F.R. Part 3. Changes in applicable capital regulations or interpretive guidance could affect the Tier 2 treatment of the Notes and may give rise to a Regulatory Capital Treatment Event, entitling BRB to redeem the Notes.
• Interest Rate and SOFR Transition Risk. The coupon on the Notes resets from a fixed rate to a floating rate based on Compounded SOFR plus [●] basis points on March 1, 2031. SOFR is a relatively new benchmark rate, and its behavior during periods of market stress is uncertain. Investors bear the risk that SOFR may decline, resulting in a lower floating rate coupon.
• Liquidity and Transfer Restriction Risk. The Notes have not been registered under the Securities Act, will not be listed on any securities exchange, and may only be resold to QIBs in reliance on Rule 144A. There can be no assurance that a secondary trading market for the Notes will develop or, if one develops, that it will be liquid.
• Tax Treatment Risk. BRB intends to treat the Notes as indebtedness for U.S. federal income tax purposes, but there can be no assurance that the Internal Revenue Service will not challenge such treatment.
RISK FACTORS
You should carefully consider the following risk factors, as well as the other information contained in this Offering Memorandum, before deciding whether to invest in the Notes. Each of the risks described below could materially and adversely affect BRB's business, financial condition, results of operations, liquidity, or capital position, and could impair BRB's ability to make payments on the Notes. The risks described below are not the only risks facing BRB. Additional risks and uncertainties that are not currently known to BRB or that BRB currently deems immaterial may also materially and adversely affect BRB's business, financial condition, or results of operations.
Risks Relating to the Notes
The Notes Are Subordinated and Unsecured. The Notes are subordinated unsecured obligations of BRB and will rank junior in right of payment to all of BRB's existing and future senior indebtedness, including all deposits held by BRB. In the event of BRB's insolvency, liquidation, receivership, or other winding up (whether voluntary or involuntary), the assets of BRB would be available to pay obligations on the Notes only after all senior indebtedness and deposit liabilities of BRB have been paid in full. In any such event, BRB's assets may not be sufficient to pay amounts due on the Notes in full, or at all.
As of December 31, 2025, BRB had total deposits of approximately $48.7 billion and other senior indebtedness of approximately $4.1 billion, all of which rank senior in right of payment to the Notes. In addition, BRB may from time to time incur additional senior indebtedness or accept additional deposits, and the Indenture does not limit BRB's ability to do so. Any such additional senior indebtedness and deposits would rank senior to the Notes.
The Notes will rank pari passu in right of payment with BRB's existing $200,000,000 aggregate principal amount of 5.250% Subordinated Notes due November 15, 2027 (the "Existing 2027 Notes"), which were issued on November 15, 2017, under a separate indenture, and with any future subordinated indebtedness of BRB that by its terms ranks equally with the Notes. The Notes will rank senior to any junior subordinated indebtedness and equity securities of BRB.
There can be no assurance that, in the event of BRB's insolvency or receivership, there will be sufficient assets to pay amounts due on the Notes. As a national bank, BRB's receivership would be administered by the FDIC as receiver, and the FDIC's determination of creditor claims and the order of priority of payments would govern the distribution of BRB's assets. Under applicable law, depositors and holders of senior indebtedness would have priority over holders of the Notes.
The Notes Are Not Deposits and Are Not Insured by the FDIC. The Notes are not savings accounts, certificates of deposit, or other deposit obligations of BRB, and are not insured or guaranteed by the FDIC, any other governmental agency or instrumentality, or any private insurer. If BRB were to become insolvent or be placed into receivership, holders of the Notes would not have the benefit of FDIC deposit insurance with respect to their investment in the Notes. The obligation to repay the Notes is solely an obligation of BRB. As noted above, the Notes are subordinated to all of BRB's deposit liabilities, and in a receivership scenario, FDIC-insured depositors would be paid in full (to the extent of FDIC insurance coverage) before any distribution would be made to holders of the Notes.
Regulatory Restrictions on Redemption and Acceleration. The terms of the Notes impose certain restrictions on redemption and acceleration that are designed to preserve the eligibility of the Notes as Tier 2 capital of BRB under 12 C.F.R. Part 3. As a result, the rights of holders of the Notes are more limited than those typically available to holders of conventional corporate debt securities.
All optional redemptions of the Notes (whether on or after the Reset Date, or upon a Tax Event or Regulatory Capital Treatment Event) are subject to the prior written approval or non-objection of the OCC. The OCC may withhold its approval of a proposed redemption if, among other things, BRB's capital ratios would fall below the levels required for BRB to remain "well-capitalized" under applicable prompt corrective action regulations following such redemption, or if the OCC otherwise determines that the redemption would be inconsistent with the safety and soundness of BRB. Accordingly, there can be no assurance that the OCC will approve a redemption of the Notes at any time prior to their stated maturity.
In addition, the events of default under the Indenture are limited, and the Notes may not be accelerated upon the occurrence of an event of default (other than upon the occurrence of certain events of bankruptcy, insolvency, or receivership of BRB). This means that, if BRB fails to pay interest on the Notes when due and such failure continues for 30 days, or if BRB fails to pay principal on the Notes at maturity, the Trustee or holders of the Notes may institute proceedings to collect amounts owing, but they may not declare the unpaid principal amount of the Notes to be immediately due and payable. These limitations on acceleration are required in order for the Notes to qualify as Tier 2 capital under applicable OCC capital regulations and are consistent with regulatory requirements for subordinated debt instruments counted as regulatory capital.
Interest Rate Risk — Transition from Fixed to Floating Rate. The Notes bear interest at a fixed rate of [●]% per annum during the period from the issue date to but excluding March 1, 2031 (the "Fixed Rate Period"), and at a floating rate equal to Compounded SOFR plus [●] basis points during the period from and including March 1, 2031 to but excluding March 1, 2036 (the "Floating Rate Period").
The transition from a fixed rate to a floating rate introduces interest rate risk for holders of the Notes. During the Floating Rate Period, the interest rate on the Notes will fluctuate based on changes in SOFR. If SOFR decreases, the interest rate on the Notes will decrease correspondingly, and the amount of interest payable on the Notes will be lower than the fixed rate that was payable during the Fixed Rate Period. There can be no assurance that SOFR will be at a level that results in a floating rate coupon equal to or greater than the fixed rate coupon.
The Secured Overnight Financing Rate ("SOFR") is a relatively new reference rate. SOFR is published by the Federal Reserve Bank of New York and is based on the cost of borrowing cash overnight collateralized by Treasury securities in the repurchase agreement market. SOFR has been published since April 2018, and accordingly there is limited historical data regarding its behavior over full interest rate cycles and during periods of market stress. SOFR may be more volatile than other benchmark rates, and its performance during economic downturns or periods of financial market dislocation may differ significantly from its performance during more stable periods.
In addition, if SOFR is not published on a given date or is otherwise unavailable, or if SOFR is permanently discontinued, the interest rate on the Notes during the Floating Rate Period will be determined in accordance with the benchmark replacement provisions set forth in the Indenture, which are based on the recommended fallback language of the Alternative Reference Rates Committee ("ARRC"). There can be no assurance that any benchmark replacement rate will be equivalent to or produce the same economic results as SOFR.
Limited Liquidity. The Notes have not been registered under the Securities Act and will not be listed on any securities exchange or quoted on any automated quotation system. The Notes may be resold only to QIBs in reliance on Rule 144A under the Securities Act or pursuant to another available exemption from registration. There can be no assurance that a secondary trading market for the Notes will develop or, if one develops, that it will provide holders with liquidity of investment or that it will continue for the life of the Notes.
The minimum denomination of $150,000 (and integral multiples of $1,000 in excess thereof) may further limit the pool of potential secondary market buyers and reduce liquidity. In addition, the market for subordinated bank debt securities is generally less liquid than the market for senior unsecured bank obligations or U.S. Treasury securities. Market conditions, including changes in interest rates, credit spreads, and general economic conditions, may also adversely affect the trading price and liquidity of the Notes. Holders of the Notes may be required to bear the financial risk of their investment for an extended period of time, and there can be no assurance that holders will be able to sell their Notes at a price equal to or greater than the original purchase price.
The Initial Purchasers have not made any commitment to make a market in the Notes, and any market-making activity that may be undertaken by the Initial Purchasers may be discontinued at any time, in their sole discretion.
Regulatory Capital Treatment May Change. 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 as applied to national banks supervised by the OCC. However, the regulatory capital rules are subject to change, and there can be no assurance that the OCC or other regulatory authorities will not amend, modify, or reinterpret the applicable capital regulations in a manner that would cause the Notes to cease to qualify in whole or in part as Tier 2 capital.
If a Regulatory Capital Treatment Event occurs — that is, if a change in law, regulation, or official OCC guidance results in the Notes no longer qualifying as Tier 2 capital — BRB may, at its option, redeem the Notes in whole (but not in part) at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest to but excluding the redemption date, subject to the prior written approval or non-objection of the OCC. Such a redemption could occur at a time that is disadvantageous to holders, and the redemption price may be less than the price at which the Notes are then trading in the secondary market (if any). Holders would have no ability to prevent or delay such a redemption.
In addition, under the applicable regulatory capital rules, the outstanding principal amount of the Notes that qualifies as Tier 2 capital is subject to amortization during the final five years prior to the stated maturity date of the Notes. Specifically, for purposes of calculating BRB's Tier 2 capital, the principal amount of the Notes included as Tier 2 capital will be reduced by 20% per year beginning five years before the stated maturity date (i.e., beginning on March 1, 2031). This amortization schedule applies for regulatory capital purposes only and does not affect the obligation of BRB to repay the full principal amount of the Notes at maturity.
Tax Treatment Risk. BRB intends to treat the Notes as indebtedness for U.S. federal income tax purposes, and BRB's tax counsel, Calderwood & Harkness LLP, will deliver an opinion to that effect at the closing of the Offering. However, there can be no assurance that the Internal Revenue Service (the "IRS") will not challenge the characterization of the Notes as indebtedness or that a court would not sustain such a challenge.
If the Notes were recharacterized as equity for U.S. federal income tax purposes, the tax consequences to BRB and to holders of the Notes could be materially different from those described in this Offering Memorandum. Among other things, (i) interest payments on the Notes would not be deductible by BRB, which could adversely affect BRB's after-tax earnings and financial condition, and (ii) interest payments on the Notes could be treated as dividends to holders, which may be subject to different tax rates and withholding requirements.
Prospective investors should consult their own tax advisors regarding the tax consequences of an investment in the Notes, including the potential consequences of a recharacterization. See "Certain U.S. Federal Income Tax Considerations."
Risks Relating to BRB's Business
General Credit and Market Risks. BRB is subject to the credit, market, interest rate, and operational risks that are inherent in the business of commercial banking. BRB's loan portfolio is subject to credit risk — the risk that borrowers will be unable to repay their obligations to BRB. BRB's financial condition and results of operations are significantly affected by the quality of its loan portfolio, the level of non-performing assets, and the adequacy of its allowance for credit losses. A deterioration in economic conditions, whether national, regional, or in the specific industries or markets in which BRB's borrowers operate, could lead to increased loan delinquencies, defaults, and charge-offs, and could require BRB to increase its provision for credit losses.
BRB's commercial real estate ("CRE") and multifamily loan portfolios are subject to particular risks associated with the real estate markets, including declines in property values, increases in vacancy rates, and changes in market rental rates. Adverse conditions in the commercial real estate markets could result in increased credit losses with respect to these portfolios.
BRB is also exposed to interest rate risk — the risk that changes in prevailing interest rates will adversely affect the value of BRB's assets or the cost of its liabilities, or otherwise reduce BRB's net interest income or net interest margin. BRB manages its interest rate risk through asset-liability management strategies, but there can be no assurance that these strategies will be effective in all interest rate environments.
Market risk — including the risk of adverse changes in the value of BRB's investment securities portfolio or other financial instruments — could also adversely affect BRB's financial condition and results of operations.
Regulatory and Compliance Risks. BRB is subject to extensive regulation and supervision by the OCC, the FDIC, and other federal and state regulatory agencies. At the holding company level, BRFG is subject to regulation and supervision by the Federal Reserve. These regulatory requirements affect virtually all aspects of BRB's business, including capital requirements, permissible activities, lending limits, reserve requirements, liquidity requirements, anti-money laundering and Bank Secrecy Act compliance, consumer protection, fair lending, Community Reinvestment Act performance, and cybersecurity and data privacy.
Changes in banking laws, regulations, or regulatory policies, including changes in capital requirements or the interpretation thereof, could adversely affect BRB's business, financial condition, and results of operations. Regulatory actions — including cease and desist orders, civil money penalties, or restrictions on BRB's activities — could be imposed on BRB or BRFG, which could materially and adversely affect BRB's operations and financial condition. In addition, the costs of compliance with applicable banking regulations are significant and are expected to continue to increase.
There are currently several pending regulatory proposals that, if adopted, could affect the capital requirements applicable to BRB, including proposals related to the implementation of the final components of the Basel III framework (sometimes referred to as the "Basel III Endgame"). The ultimate form and impact of these proposals remain uncertain.
Competition and Technology. BRB operates in a highly competitive environment and faces competition from a wide range of financial services providers, including other national and regional commercial banks, thrift institutions, credit unions, investment banks, asset management firms, insurance companies, and an increasing number of financial technology ("fintech") companies. Many of BRB's competitors have substantially greater financial, technological, and marketing resources than BRB, and some benefit from less regulatory burden.
BRB's digital banking expansion, conducted through its BRB Digital platform, is a key strategic priority and is expected to be a significant driver of future growth. However, the expansion of BRB Digital involves substantial technology, cybersecurity, operational, and execution risks. The successful implementation and scaling of BRB's digital banking platform depends on, among other things, BRB's ability to attract and retain technology talent, develop and deploy reliable technology infrastructure, protect customer data and systems from cybersecurity threats, and compete effectively with established fintech companies and large technology firms that are increasingly entering the financial services sector.
A cybersecurity breach, technology failure, or other operational disruption affecting BRB Digital could result in financial losses, reputational harm, regulatory scrutiny, and litigation. There can be no assurance that BRB will be successful in implementing its digital banking strategy or that BRB Digital will achieve the anticipated financial results.
Holding Company Structure. BRB is a wholly owned subsidiary of Belmont Ridge Financial Group, Inc. ("BRFG"). BRFG is NOT an obligor on the Notes, and the creditworthiness of BRB as the sole obligor on the Notes is distinct from the creditworthiness of BRFG. However, the financial condition, regulatory obligations, and capital demands of BRFG could indirectly affect BRB.
BRFG depends on dividends and other distributions from BRB to fund its obligations, including debt service on BRFG's own indebtedness. The payment of dividends by BRB to BRFG is subject to various regulatory restrictions and approval requirements, including restrictions under the National Bank Act and OCC regulations. In periods of financial stress, BRB may be required to retain capital rather than distribute dividends to BRFG, which could affect BRFG's ability to meet its own obligations and could in turn create indirect pressures on BRB.
In addition, BRFG's regulatory obligations as a bank holding company, including capital requirements imposed by the Federal Reserve, could indirectly affect the operations and capital position of BRB. BRFG may be required by the Federal Reserve to contribute capital to BRB under certain circumstances, but there can be no assurance that BRFG would be able to do so.
USE OF PROCEEDS
BRB estimates that the net proceeds from the sale of the Notes will be approximately $[●] (after deducting the initial purchasers' discount of approximately $[●] and estimated offering expenses of approximately $1,150,000 payable by BRB).
BRB intends to use the net proceeds from the Offering for general corporate purposes, including:
• supporting BRB's ongoing operations, lending activities, and capital position;
• funding the continued development and expansion of BRB's digital banking platform, BRB Digital, which is a key strategic priority for the Bank; and
• potentially funding the future redemption of BRB's existing $200,000,000 aggregate principal amount of 5.250% Subordinated Notes due November 15, 2027 (the "Existing 2027 Notes"). The Existing 2027 Notes were issued on November 15, 2017, mature on November 15, 2027, and have been callable at par since November 15, 2022. As of the date of this Offering Memorandum, no formal redemption notice has been given with respect to the Existing 2027 Notes, and BRB has not made a final determination as to whether or when it will redeem the Existing 2027 Notes. Any such redemption would be subject to the prior approval or non-objection of the OCC.
Pending the application of the net proceeds as described above, BRB intends to invest the net proceeds in short-term, investment-grade securities or hold them as cash or cash equivalents. The timing and manner in which BRB applies the net proceeds may vary depending on market conditions, BRB's capital needs, and other factors. BRB retains broad discretion over the use of the net proceeds.
CAPITALIZATION
The following table sets forth the capitalization of BRB as of December 31, 2025, on an actual basis and on an as-adjusted basis to give effect to the issuance of the Notes offered hereby and the receipt of the estimated net proceeds therefrom. This table should be read in conjunction with the financial statements and the related notes incorporated by reference in this Offering Memorandum.
Capitalization Table. (Dollars in thousands)
Regulatory Capital Ratios (As of December 31, 2025)
(1) As adjusted to give effect to the issuance of the Notes and the receipt of estimated net proceeds. The Notes are intended to qualify as Tier 2 capital under 12 C.F.R. Part 3 and, accordingly, are expected to increase BRB's Total Risk-Based Capital Ratio. The Notes do not affect Common Equity Tier 1 capital or Tier 1 capital.
(2) The issuance of the Notes does not affect BRB's Tier 1 Capital Ratio or Tier 1 Leverage Ratio because the Notes are intended to qualify as Tier 2 capital (not Tier 1 capital) under 12 C.F.R. Part 3.
Capital ratios are calculated based on BRB's Consolidated Report of Condition and Income (Call Report) filed with the OCC as of December 31, 2025.
As of December 31, 2025, BRB was classified as "well-capitalized" under the prompt corrective action regulations applicable to national banks, as set forth in 12 C.F.R. Part 6. On a pro forma basis, after giving effect to the issuance of the Notes, BRB expects to continue to be classified as "well-capitalized."
BUSINESS OF BELMONT RIDGE BANK, NATIONAL ASSOCIATION
Overview. Belmont Ridge Bank, National Association ("BRB" or the "Bank"), is a nationally chartered commercial bank organized and existing under the National Bank Act and chartered by the Office of the Comptroller of the Currency under OCC Charter No. 18742. BRB's principal office and headquarters 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. As of December 31, 2025, BRB had total assets of approximately $62.4 billion, total deposits of approximately $48.7 billion, total loans of approximately $42.1 billion, and total equity of approximately $6.4 billion. BRB's RSSD ID is 2847391 and its FDIC Certificate Number is 28463.
BRB is a wholly owned subsidiary of Belmont Ridge Financial Group, Inc. ("BRFG"), a Delaware corporation. BRFG's common stock is listed on the New York Stock Exchange under the ticker symbol "BRBK," and BRFG's approximate market capitalization was $8.2 billion as of February 2026. BRFG is a registered bank holding company subject to supervision by the Board of Governors of the Federal Reserve System.
BRB's operations are organized around four principal business lines: Commercial Lending, Consumer Banking, Wealth Management, and BRB Digital. Each of these business lines is described in greater detail below. BRB's strategy emphasizes disciplined organic growth, geographic and product diversification, sound credit risk management, and investment in technology-driven banking services.
Principal Business Lines
Commercial Lending. BRB's commercial lending activities constitute its largest business line, representing approximately 55% of total loans outstanding as of December 31, 2025. BRB maintains a diversified commercial loan portfolio, including commercial and industrial ("C&I") loans, commercial real estate ("CRE") loans, multifamily residential mortgage loans, and small business loans.
BRB's C&I loan portfolio is broadly diversified across industries and borrower sizes, with concentrations in healthcare, professional services, manufacturing, technology, and distribution. BRB's CRE lending activities focus on stabilized, income-producing properties, including office, retail, industrial, and mixed-use properties, primarily in the New York metropolitan area and other major East Coast markets. BRB also maintains an active multifamily lending program, with a focus on workforce and affordable housing properties in supply-constrained markets. BRB's small business lending activities are conducted both through its branch network and through BRB Digital.
BRB's commercial lending activities are supported by experienced credit teams and a well-established credit underwriting and risk management framework. BRB's credit approval process involves multiple levels of review, including independent credit analysis, committee-level approval for larger exposures, and portfolio-level risk monitoring.
Consumer Banking. BRB's consumer banking business encompasses retail deposit-gathering, residential mortgage lending, personal loans, home equity lines of credit, and credit card products. BRB offers a broad range of deposit products, including checking accounts, savings accounts, money market accounts, and certificates of deposit, through its branch network and digital channels. As of December 31, 2025, BRB maintained approximately $31.2 billion in consumer deposits.
BRB's residential mortgage lending activities include origination and servicing of conventional, FHA, and VA mortgage loans, as well as jumbo and super-jumbo mortgage products targeted at higher-net-worth borrowers in the New York metropolitan area and select other markets. BRB retains a significant portion of its mortgage production on its balance sheet and selectively sells conforming production to government-sponsored enterprises.
BRB's consumer banking business is a key source of low-cost core deposits, which provide stable and diversified funding for BRB's lending activities.
Wealth Management. BRB's wealth management business provides trust and fiduciary services, investment management, financial planning, and private banking services to high-net-worth individuals, families, and institutions. As of December 31, 2025, BRB's wealth management division had approximately $14.8 billion in assets under management and $22.3 billion in assets under administration.
BRB's wealth management platform includes discretionary and non-discretionary investment management, estate planning and administration, retirement plan services, and customized lending and banking solutions for wealth management clients. Fee income from wealth management activities provides a stable and recurring revenue stream that diversifies BRB's income sources and reduces its reliance on net interest income.
BRB Digital. BRB Digital is BRB's growing financial technology platform and a key strategic priority for the Bank. BRB Digital offers digital deposit accounts, digital lending products (including personal loans and small business loans originated through online and mobile channels), and digital payment solutions. BRB Digital leverages advanced technology, data analytics, and strategic partnerships with financial technology firms to deliver innovative banking products and services to a broader customer base.
Since its launch in 2022, BRB Digital has demonstrated strong growth in customer acquisition, deposit gathering, and loan origination. As of December 31, 2025, BRB Digital had approximately 485,000 active digital deposit accounts with aggregate balances of approximately $3.8 billion and had originated approximately $1.6 billion in digital loans. BRB expects to continue to invest significantly in BRB Digital, and a portion of the net proceeds from this Offering is expected to be used to support the ongoing development and expansion of the platform.
BRB Digital's technology infrastructure is built on a cloud-native architecture and is designed to be scalable, secure, and resilient. BRB Digital employs a dedicated team of technology professionals, product managers, and data scientists, and benefits from BRB's established compliance, risk management, and cybersecurity capabilities.
Employees and Offices
As of December 31, 2025, BRB employed approximately 5,750 full-time equivalent employees across its various business lines and corporate functions. BRB believes that its relationships with its employees are good. BRB is not a party to any collective bargaining agreements.
BRB operates a network of 82 full-service banking branches located primarily in the New York metropolitan area, with additional branches in Connecticut, New Jersey, Pennsylvania, Massachusetts, and the greater Washington, D.C. area. In addition to its branch network, BRB serves customers through its digital channels, including its BRB Digital platform, online banking portal, and mobile banking applications.
BRB's principal executive offices are located at 600 Lexington Avenue, 38th Floor, New York, New York 10022. BRB also maintains operations centers in Jersey City, New Jersey, and Stamford, Connecticut.
Corporate Structure. Belmont Ridge Bank, National Association is a wholly owned subsidiary of Belmont Ridge Financial Group, Inc. ("BRFG"), a Delaware corporation. BRFG's principal office is located at 600 Lexington Avenue, 38th Floor, New York, New York 10022, and its EIN is 13-4827099. BRFG's common stock is listed on the New York Stock Exchange under the ticker symbol "BRBK."
BRFG is a registered bank holding company subject to supervision and regulation by the Board of Governors of the Federal Reserve System under the Bank Holding Company Act of 1956, as amended. BRFG's sole material asset is its ownership of 100% of the outstanding shares of common stock of BRB.
BRFG is NOT an obligor on the Notes. The Notes are obligations solely of Belmont Ridge Bank, National Association. Holders of the Notes will have no claim against the assets of BRFG. While certain informational covenants in the Indenture reference the consolidated BRFG group, such references are for informational purposes only and do not create any obligation of BRFG to make payments on the Notes.
The following simplified organizational chart illustrates the relationship between BRFG and BRB:
Belmont Ridge Financial Group, Inc. (Delaware corporation; NYSE: BRBK) (Bank Holding Company — Federal Reserve supervised)
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100% Ownership
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Belmont Ridge Bank, National Association (National banking association; OCC Charter No. 18742) (ISSUER OF THE NOTES)
Management. The following is a summary of the principal executive officers of BRB:
Marcus D. Harrington — Chief Executive Officer. Mr. Harrington has served as Chief Executive Officer and a member of the Board of Directors of BRB and BRFG since January 2019. Prior to assuming the role of CEO, Mr. Harrington served as President and Chief Operating Officer of BRB from 2015 to 2018. Before joining BRB, Mr. Harrington held senior leadership positions at two major U.S. financial institutions, most recently serving as Executive Vice President and Head of Commercial Banking at Summerlin National Bank from 2010 to 2015. Mr. Harrington holds a B.A. in Economics from Georgetown University and an M.B.A. from the Wharton School of the University of Pennsylvania.
Priya Narasimhan — Chief Financial Officer. Ms. Narasimhan has served as Chief Financial Officer of BRB and BRFG since March 2021. Prior to joining BRB, Ms. Narasimhan served as Deputy Chief Financial Officer and Treasurer at Atlantic Seaboard Bancorp from 2016 to 2021. Earlier in her career, Ms. Narasimhan spent more than a decade at a major international accounting firm, where she specialized in the audit and advisory services of financial institutions. Ms. Narasimhan is a certified public accountant and holds a B.S. in Accounting from New York University and an M.B.A. from Columbia Business School.
Diane K. Wexler — General Counsel and Corporate Secretary. Ms. Wexler has served as General Counsel and Corporate Secretary of BRB and BRFG since September 2017. Before joining BRB, Ms. Wexler was a partner at the law firm of Caldwell, Haines & Sterling LLP, where she practiced for 18 years in the financial institutions and regulatory group. Ms. Wexler advises BRB's Board of Directors and senior management on corporate governance, regulatory, and transactional matters. Ms. Wexler holds a B.A. from Yale University and a J.D. from Harvard Law School.
Jonathan R. Talbott — Treasurer. Mr. Talbott has served as Treasurer of BRB since July 2020 and is responsible for BRB's treasury and funding operations, capital markets activities, asset-liability management, and liquidity management. Prior to joining BRB, Mr. Talbott served in various treasury and capital markets roles at Greystone National Bank from 2012 to 2020, most recently as Senior Vice President and Deputy Treasurer. Mr. Talbott holds a B.S. in Finance from Boston College and is a CFA charterholder.
Selected Financial Data
The following table sets forth selected financial data for BRB for the fiscal years ended December 31, 2025 and December 31, 2024. The data presented below is derived from BRB's audited financial statements, which were audited by Whitmore & Lathrop, P.C., independent registered public accounting firm. The selected financial data should be read in conjunction with BRB's audited financial statements and the related notes incorporated by reference in this Offering Memorandum.
(Dollars in thousands, except per share data)
BRB's audited financial statements as of and for the fiscal years ended December 31, 2025 and December 31, 2024, including the related notes thereto, are incorporated by reference in this Offering Memorandum and are available from BRB upon request or from the OCC. See "Appendix A — Index to Financial Statements" and "Available Information."
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 comprehensive description of all laws, regulations, and policies that govern BRB's operations and does not purport to be complete. The banking industry is subject to extensive and complex regulation at the federal and state levels, and the regulatory framework is subject to frequent change. Readers should refer to the applicable statutes, regulations, and other regulatory materials for a complete understanding of the regulatory requirements applicable to BRB and BRFG.
Bank-Level Regulation (BRB)
BRB is a national banking association chartered under the National Bank Act, 12 U.S.C. § 21 et seq., and is primarily regulated by the Office of the Comptroller of the Currency (the "OCC"). BRB's OCC Charter Number is 18742. The OCC has comprehensive supervisory authority over the activities, operations, and financial condition of national banks, including the power to examine BRB's operations, require reports, establish capital requirements, issue cease and desist orders, remove officers and directors, and take other corrective and enforcement actions.
BRB is also an insured depository institution whose deposits are insured by the Federal Deposit Insurance Corporation (the "FDIC") up to applicable insurance limits. As an insured depository institution, BRB is subject to FDIC regulations relating to deposit insurance, deposit insurance assessments, and the FDIC's authority as receiver or conservator of failed insured depository institutions.
BRB is also subject to the provisions of the Federal Reserve Act, including provisions relating to transactions with affiliates (Sections 23A and 23B) and extensions of credit to insiders (Regulation O). In addition, BRB is subject to certain provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") as they apply to insured depository institutions.
Holding Company Regulation (BRFG)
Belmont Ridge Financial Group, Inc. ("BRFG") is a bank holding company registered with the Board of Governors of the Federal Reserve System (the "Federal Reserve") under the Bank Holding Company Act of 1956, as amended (the "BHCA"). As a bank holding company, BRFG is subject to comprehensive regulation, supervision, and examination by the Federal Reserve.
The BHCA restricts the activities in which BRFG may engage and the types of companies that BRFG may acquire or control. 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 and the annual report on Form FR Y-6. BRFG is also subject to the Federal Reserve's capital adequacy requirements and to the Federal Reserve's authority to require BRFG to serve as a source of financial strength for BRB.
The Federal Reserve has the authority to issue cease and desist orders against bank holding companies, to impose civil money penalties, and to take other corrective and enforcement actions.
Capital Requirements — Basel III / 12 C.F.R. Part 3
BRB is subject to the risk-based and leverage capital adequacy requirements established by the OCC under 12 C.F.R. Part 3, which implements the Basel III capital framework as applied to national banks. These capital requirements establish minimum ratios of Common Equity Tier 1 ("CET1") capital, Tier 1 capital, and Total capital (Tier 1 capital plus Tier 2 capital) to risk-weighted assets, as well as a minimum Tier 1 leverage ratio.
The minimum capital ratios required under 12 C.F.R. Part 3 are as follows:
In addition to the minimum capital ratios, BRB is subject to a capital conservation buffer of 2.5% of risk-weighted assets (composed entirely of CET1 capital). A national bank that does not maintain the capital conservation buffer above its minimum capital ratios is subject to constraints on capital distributions and discretionary bonus payments to executive officers.
As of December 31, 2025, BRB reported the following regulatory capital ratios:
As of December 31, 2025, BRB exceeded all applicable minimum capital requirements, including the capital conservation buffer, and was classified as "well-capitalized" under the prompt corrective action regulations set forth in 12 C.F.R. Part 6.
Tier 2 Capital Eligibility of the Notes. The Notes are intended to qualify as Tier 2 capital of BRB under 12 C.F.R. Part 3. Under the applicable rules, in order for a subordinated debt instrument to qualify as Tier 2 capital, it must, among other things:
(a) have an original maturity of at least five years;
(b) be subordinated to the claims of depositors and to the claims of general creditors of the bank;
(c) not contain provisions permitting the holder to accelerate the payment of principal except in the event of the bankruptcy, insolvency, or receivership of the issuing bank;
(d) not be redeemable at the option of the issuer prior to the original maturity date without the prior approval of the OCC; and
(e) be subject to straight-line amortization for regulatory capital purposes during the final five years to maturity (i.e., only 80% of the outstanding principal amount is includable as Tier 2 capital in the fifth year before maturity, 60% in the fourth year, and so on).
The Notes have been structured to satisfy each of these eligibility criteria. However, there can be no assurance that the OCC will not take a different position with respect to the Tier 2 capital treatment of the Notes. In addition, the applicable regulatory capital rules are subject to change, and any changes could affect the Tier 2 capital treatment of the Notes. See "Risk Factors — Regulatory Capital Treatment May Change."
Subordinated Debt Issuance — OCC Requirements
Under 12 C.F.R. § 5.47, a national bank that proposes to issue subordinated debt that is to be included in Tier 2 capital must file a notice with the OCC prior to issuance. BRB filed the required notice with the OCC under 12 C.F.R. § 5.47 in connection with the proposed issuance of the Notes. The OCC issued a non-objection letter dated February 12, 2026 (OCC File No. 2026-SUB-0031), confirming that the OCC does not object to BRB's proposed issuance of the Notes, subject to BRB's compliance with the conditions set forth in the non-objection letter.
Pursuant to 12 C.F.R. § 5.47, BRB is required to file a post-issuance notification with the OCC within the applicable period after the closing of the Offering, together with certain documentation relating to the issuance, including a copy of the executed Indenture and a specimen Note.
FDIC Insurance and Deposit Preference
BRB's deposits are insured by the FDIC through the Deposit Insurance Fund ("DIF") up to applicable insurance limits, which are currently $250,000 per depositor, per insured bank, for each account ownership category. BRB pays deposit insurance assessments to the FDIC based on its assessment base and risk-based assessment rate.
The Notes are NOT deposits and are NOT insured or guaranteed by the FDIC or any other governmental agency or instrumentality.
Under the Federal Deposit Insurance Act, 12 U.S.C. § 1821(d)(11), in the event of the liquidation or other resolution of a failed insured depository institution, claims are paid in the following order of priority: (i) administrative expenses of the receiver; (ii) secured claims to the extent of the value of the collateral; (iii) domestic deposit liabilities; (iv) other general or senior liabilities; (v) subordinated obligations; and (vi) shareholders. As subordinated obligations, the Notes would rank below all deposit liabilities and senior unsecured obligations of BRB in a receivership. This "depositor preference" regime means that, in the event BRB were placed into receivership, all of BRB's deposit liabilities (including both insured and uninsured deposits) would need to be satisfied before any distribution could be made to holders of the Notes.
Other Regulatory Matters
Anti-Money Laundering and Bank Secrecy Act. BRB is subject to the Bank Secrecy Act ("BSA"), as amended by the USA PATRIOT Act, and the anti-money laundering ("AML") regulations promulgated thereunder by the Financial Crimes Enforcement Network ("FinCEN"). BRB maintains a comprehensive BSA/AML compliance program that includes policies, procedures, and internal controls designed to detect and prevent money laundering, terrorist financing, and other illicit financial activities. BRB's BSA/AML compliance program is subject to periodic examination by the OCC and FinCEN.
Community Reinvestment Act. BRB is subject to the Community Reinvestment Act ("CRA"), which requires the OCC to evaluate BRB's record of meeting the credit needs of its communities, including low- and moderate-income neighborhoods, consistent with safe and sound banking practices. BRB's most recent CRA evaluation rating was "Satisfactory."
Consumer Financial Protection. BRB is subject to a wide range of consumer financial protection laws and regulations, including the Truth in Lending Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Real Estate Settlement Procedures Act, the Home Mortgage Disclosure Act, the Fair Credit Reporting Act, and the Electronic Fund Transfer Act, among others. For banks with more than $10 billion in total assets, the Consumer Financial Protection Bureau ("CFPB") has supervisory authority over consumer financial protection matters.
Pending Regulatory Proposals. There are currently several pending regulatory proposals that, if adopted, could affect the capital requirements and other regulatory obligations applicable to BRB and BRFG. These include proposals related to the implementation of the final components of the Basel III capital framework, changes to the resolution planning requirements for large banking organizations, and revisions to the Community Reinvestment Act regulations. The ultimate form, timing, and impact of these proposals remain uncertain, and BRB cannot predict with certainty how any changes in the regulatory framework would affect its business, financial condition, or capital requirements.
DESCRIPTION OF THE NOTES
The following description of the Notes is a summary of certain provisions of the Notes and the Indenture (as defined below). This summary does not purport to be complete and is qualified in its entirety by reference to the Indenture and the form of the Notes. Copies of the Indenture and the form of the Notes are available from BRB upon request. Capitalized terms used but not defined in this section have the meanings given to them in the Indenture.
General. The Notes will be issued by Belmont Ridge Bank, National Association (the "Issuer" or "BRB") under an Indenture to be dated as of [●], 2026 (the "Indenture"), between BRB and Brindoval Trust Company, National Association, as trustee (the "Trustee").
The Trustee's Corporate Trust Office is located at 100 Federal Street, Suite 800, Boston, Massachusetts 02110. The Corporate Trust Officer assigned to the Notes is Helen M. Briggs.
The Notes will be designated as BRB's "[●]% Fixed-to-Floating Rate Subordinated Notes due 2036." The aggregate principal amount of the Notes to be issued in this Offering is $[●]. BRB may, without the consent of the holders of the Notes, issue additional notes having the same terms as the Not