1045-00001 · Client 1045 · Offering Documents

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PRICING TERM SHEET

February 19, 2026

Belmont Ridge Bank, National Association

6.750% Fixed-to-Floating Rate Subordinated Notes due 2036

This Pricing Term Sheet supplements, and should be read in conjunction with, the Preliminary Confidential Offering Memorandum dated February 14, 2026 (the "Preliminary Offering Memorandum"), relating to the offering of 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 (the "Notes") of Belmont Ridge Bank, National Association (the "Issuer" or "BRB"). Capitalized terms used but not defined herein have the meanings set forth in the Preliminary Offering Memorandum.

CONFIDENTIAL — FOR DISTRIBUTION TO QUALIFIED INSTITUTIONAL BUYERS ONLY PURSUANT TO RULE 144A UNDER THE SECURITIES ACT OF 1933, AS AMENDED

This Pricing Term Sheet does not constitute an offer to sell or a solicitation of an offer to buy the Notes in any jurisdiction in which such offer, solicitation, or sale would be unlawful. The Notes have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state or other securities laws and may not be offered, sold, pledged, or otherwise transferred except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable state or other securities laws. The Notes are being offered and sold only to qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act. Nothing herein shall be deemed to create any commitment, understanding, or obligation on the part of any person to purchase or sell any Notes.

The information set forth herein supersedes the corresponding information set forth in the Preliminary Offering Memorandum to the extent that any such information is inconsistent with the information contained herein. All other information in the Preliminary Offering Memorandum that is not inconsistent with the information set forth herein remains unchanged and in full force and effect.

Issuer Information

Issuer: Belmont Ridge Bank, National Association

Issuer Type: National banking association organized and existing under the laws of the United States and chartered under the National Bank Act, 12 U.S.C. §§ 1 et seq.

OCC Charter No.: 18742

Parent Company: Belmont Ridge Financial Group, Inc. (the "Parent"), a Delaware corporation and the sole shareholder of the Issuer. Common stock of the Parent is listed and traded on the New York Stock Exchange under the ticker symbol "BRBK."

Headquarters: 600 Lexington Avenue, 38th Floor, New York, NY 10022

Important Note Regarding the Parent Company: The Parent is not a guarantor, co-obligor, or otherwise an obligor on the Notes. The Notes are solely the obligations of Belmont Ridge Bank, National Association, and holders of the Notes will not have any recourse to the Parent or any of its other subsidiaries (other than BRB) with respect to the payment of principal, interest, or any other amounts owing under the Notes or the Indenture.

Securities Offered

Title of Securities: 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036

Aggregate Principal Amount: $350,000,000

Minimum Denomination: $150,000 and integral multiples of $1,000 in excess thereof

Form: The Notes will be issued in the form of one or more permanent global notes in fully registered form, without coupons, in book-entry form only. The global notes will be deposited with, or on behalf of, The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee of DTC. Beneficial interests in the global notes will be represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants in DTC.

Final Pricing Terms

Issue Price: 99.750% of the aggregate principal amount of the Notes

Gross Proceeds: $349,125,000 (calculated as $350,000,000 × 99.750%)

Initial Purchasers' discount: 0.650% of the aggregate principal amount of the Notes, equal to $2,275,000

Net Proceeds to Issuer (before expenses): $346,850,000 (calculated as Gross Proceeds less Initial Purchasers' discount)

The Issuer estimates that the total expenses of the offering (other than the Initial Purchasers' discount) will be approximately $675,000, which amount includes legal fees, accounting fees, trustee fees, printing costs, rating agency fees, and other customary offering expenses.

Interest Rate Terms

Fixed Rate Period

Fixed Rate Coupon: 6.750% per annum

Fixed Rate Period: From and including the Settlement Date (February 24, 2026) to but excluding the Reset Date (March 1, 2031)

Fixed Rate Interest Payment Dates: Interest on the Notes during the Fixed Rate Period will be payable semi-annually in arrears on March 1 and September 1 of each year, commencing on September 1, 2026 and continuing through and including March 1, 2031.

First Interest Payment Date: September 1, 2026. The first interest payment will reflect interest accrued from and including the Settlement Date (February 24, 2026) to but excluding September 1, 2026.

Day Count Convention (Fixed Rate Period): 30/360

Regular Record Dates (Fixed Rate Period): The fifteenth (15th) calendar day immediately preceding each semi-annual Interest Payment Date (whether or not a Business Day).

Floating Rate Period

Floating Rate Coupon: Compounded SOFR plus 275 basis points (2.75%) per annum

Floating Rate Period: From and including March 1, 2031 to but excluding the Maturity Date (March 1, 2036)

Floating Rate Interest Payment Dates: Interest on the Notes during the Floating Rate Period will be payable quarterly in arrears on March 1, June 1, September 1, and December 1 of each year, commencing on June 1, 2031 (the first floating rate payment date) and continuing through and including the Maturity Date.

Benchmark: Compounded Secured Overnight Financing Rate ("SOFR"), as published by the Federal Reserve Bank of New York (or a successor administrator)

Spread: 275 basis points (2.75%) per annum

Day Count Convention (Floating Rate Period): Actual/360

SOFR Observation Shift: Compounded SOFR will be determined using an observation period shift convention, as more particularly described in the Indenture. The observation period for each quarterly Interest Period during the Floating Rate Period will be the period from (and including) the date that is two (2) U.S. Government Securities Business Days preceding the first date of such Interest Period to (but excluding) the date that is two (2) U.S. Government Securities Business Days preceding the Interest Payment Date for such Interest Period (or, in the case of the final Interest Period, the Maturity Date or any earlier Redemption Date, as applicable).

Benchmark Replacement: In the event that SOFR is no longer available or is discontinued, the benchmark replacement rate and related adjustments will be determined in accordance with the benchmark replacement provisions set forth in the Indenture, which are generally consistent with the Alternative Reference Rates Committee ("ARRC") recommended fallback language for SOFR-linked floating rate notes.

Regular Record Dates (Floating Rate Period): The fifteenth (15th) calendar day immediately preceding each quarterly Interest Payment Date (whether or not a Business Day).

Fixed-to-Floating Rate Reset Date

Reset Date: March 1, 2031

On the Reset Date, the interest rate on the Notes will transition automatically from the fixed rate coupon of 6.750% per annum to a floating rate coupon equal to Compounded SOFR plus 275 basis points per annum, and the interest payment frequency will change from semi-annual to quarterly, in each case as described above and more fully set forth in the Indenture.

Maturity and Redemption

Stated Maturity Date: March 1, 2036

Optional Redemption: The Notes are callable at the option of the Issuer, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to but excluding the applicable Redemption Date, on any Interest Payment Date on or after March 1, 2031 (the Reset Date). Any such optional redemption is subject to the prior receipt of written approval (or non-objection) of the Office of the Comptroller of the Currency (the "OCC"), to the extent such approval or non-objection is then required under applicable law or regulation, including 12 C.F.R. § 3.22.

Special Redemption Events: The Notes are redeemable at the option of the Issuer, in whole but not in part, at any time (including prior to the Reset Date), at a redemption price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon to but excluding the applicable Redemption Date, upon the occurrence of either of the following events:

(a) a "Tax Event," as defined in the Indenture, generally meaning a change in law or regulation (or an official interpretation thereof) that results in the Issuer being required to pay additional amounts in respect of withholding or deduction for or on account of any taxes imposed by any taxing authority with respect to the Notes, and such obligation cannot be avoided by the Issuer taking reasonable measures available to it; or

(b) a "Regulatory Capital Treatment Event," as defined in the Indenture, generally meaning a change in law or regulation (or an official interpretation thereof) as a result of which the Notes, in whole or in part, no longer qualify as Tier 2 capital of the Issuer under the capital adequacy rules, guidelines, or regulations of the OCC (or any successor regulatory authority) applicable to the Issuer.

Any special redemption is subject to the prior receipt of written approval (or non-objection) of the OCC, to the extent such approval or non-objection is then required under applicable law or regulation.

Notice of Redemption: Notice of any optional or special redemption will be given in accordance with the terms of the Indenture, which requires not less than 30 nor more than 60 days' prior written notice to the holders of the Notes to be redeemed.

Ranking and Subordination

Ranking: The Notes are subordinated unsecured obligations of the Issuer.

The Notes will:

(a) rank junior in right of payment to all existing and future Senior Indebtedness (as defined in the Indenture) and all deposits of BRB, including, without limitation, all obligations to the Federal Deposit Insurance Corporation (the "FDIC") in its capacity as receiver or otherwise;

(b) rank pari passu in right of payment with (i) BRB's existing 5.250% Subordinated Notes due 2027 (of which $200,000,000 aggregate principal amount is currently outstanding) and (ii) any future subordinated indebtedness of BRB that by its terms ranks equally with the Notes;

(c) rank senior in right of payment to any existing or future junior subordinated indebtedness of BRB and all classes of equity securities (including preferred stock, if any) of BRB; and

(d) be structurally subordinated to all existing and future liabilities (including deposits) of any subsidiary of BRB, if any.

Regulatory Capital Treatment: The Notes are intended to qualify as Tier 2 capital of the Issuer under the capital adequacy rules and regulations of the OCC, as set forth in 12 C.F.R. Part 3 (OCC capital rules implementing the Basel III capital framework in the United States). There can be no assurance, however, that the Notes will qualify as, or continue to qualify as, Tier 2 capital. In accordance with the OCC's capital rules, the amount of the Notes eligible to be included in Tier 2 capital will be reduced by 20% per year during the last five years of the term of the Notes prior to the Stated Maturity Date (i.e., commencing March 1, 2031), unless previously redeemed.

Key Dates

Settlement of the Notes is expected to occur on February 24, 2026, which is the third business day following the Pricing Date (T+3). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes prior to the business day before the Settlement Date will be required to specify alternative settlement arrangements to prevent a failed settlement.

Ratings

The Notes have been assigned the following ratings by the rating agencies set forth below:

A credit rating is not a recommendation to buy, sell, or hold securities and may be subject to revision, suspension, or withdrawal at any time by the assigning rating agency in its sole discretion. Each rating should be evaluated independently of any other rating. There is no assurance that any rating will remain in effect for any given period of time or that a rating will not be lowered, suspended, or withdrawn by the relevant rating agency if, in such rating agency's judgment, circumstances so warrant. A downgrade, suspension, or withdrawal of a rating assigned to the Notes may adversely affect the market price and marketability of the Notes.

CUSIP / ISIN

CUSIP: 082651 AB7

ISIN: US082651AB73

The CUSIP and ISIN numbers set forth above are included solely for the convenience of holders and potential purchasers. Neither the Issuer nor any Initial Purchaser makes any representation as to the correctness or accuracy of these numbers as set forth herein or as printed on the Notes, and reliance may be placed only on other identification numbers printed on the Notes.

Trustee, Paying Agent, Registrar, and Transfer Agent

Trustee, Paying Agent, Registrar, and Transfer Agent: Brindoval Trust Company, National Association

Corporate Trust Office: 100 Federal Street, Suite 800, Boston, MA 02110

All notices and communications to the Trustee in connection with the Notes or the Indenture should be directed to the above address, Attention: Corporate Trust Administration — BRB Subordinated Notes 2036, or to such other address as the Trustee may designate from time to time by notice to the Issuer and the holders.

Use of Proceeds

The Issuer intends to use the net proceeds from the sale of the Notes for general corporate purposes, including to support BRB's ongoing digital banking expansion initiative ("BRB Digital"), which encompasses investment in technology infrastructure, digital product development, customer acquisition, and related operational enhancements. A portion of the net proceeds may also be used to fund the potential future redemption of BRB's existing 5.250% Subordinated Notes due 2027, of which $200,000,000 aggregate principal amount is currently outstanding.

As of the date hereof, no formal notice of redemption has been given with respect to the existing 5.250% Subordinated Notes due 2027, and there can be no assurance that any such redemption will occur. Any decision to redeem the existing subordinated notes will depend on range factors, including market conditions, regulatory considerations, and the Issuer's capital needs at the time.

Pending the application of the net proceeds for the purposes described above, the Issuer may temporarily invest such proceeds in short-term, investment-grade instruments, certificates of deposit, federal funds, or other permissible investments in accordance with BRB's investment policies and applicable banking regulations.

Governing Law

The Notes and the Indenture will be governed by, and construed in accordance with, the laws of the State of New York, without regard to any conflicts of laws principles thereof that would require the application of the laws of any other jurisdiction; provided, however, that certain provisions of the Indenture relating to subordination and the rights and obligations of the Issuer as a national banking association, including provisions relating to regulatory capital treatment, optional redemption subject to OCC approval, and the subordination of the Notes to depositor claims and other obligations pursuant to applicable federal banking law, shall be governed by and construed in accordance with applicable federal banking law, including the National Bank Act and regulations promulgated by the OCC.

Offering and Transfer Restrictions

The Notes are being offered and sold in the United States only to qualified institutional buyers ("QIBs") as defined in, and in reliance on the exemption from registration provided by, Rule 144A under the Securities Act. There is no Regulation S tranche being offered in connection with this offering. This is a domestic-only offering.

The Notes have not been and will not be registered under the Securities Act or any state or other securities laws and may not be offered, sold, pledged, or otherwise transferred except (a) to a person whom the seller reasonably believes is a QIB purchasing for its own account or for the account of one or more QIBs, in a transaction meeting the requirements of Rule 144A, (b) pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, or (c) pursuant to an effective registration statement under the Securities Act, in each case in accordance with any applicable state or other securities laws.

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, which provides an exemption for securities issued by a national banking association. Accordingly, the Indenture is not required to be, and has not been, qualified under the TIA.

The Notes will bear a restrictive legend substantially as set forth in the Indenture and the global note, describing the foregoing transfer restrictions and the obligation of each holder and transferee to comply therewith.

Initial Purchasers

The following Initial Purchasers have agreed, severally and not jointly, to purchase the Notes from the Issuer pursuant to the Purchase Agreement dated as of the Pricing Date:

The Initial Purchasers have agreed to offer the Notes for resale in negotiated transactions at varying prices to be determined at the time of each sale. The Initial Purchasers are not obligated to make a market in the Notes, and any market-making activity may be discontinued at any time without notice, in the sole discretion of the Initial Purchasers.

Issuer's Counsel / Initial Purchasers' Counsel

Issuer's Counsel: Calderwood & Harkness LLP

Initial Purchasers' Counsel: Pennfield & Associates LLP

Regulatory Approvals

The Issuer has received a letter of non-objection from the Office of the Comptroller of the Currency dated February 12, 2026 (OCC File No. 2026-SUB-0031), issued pursuant to 12 C.F.R. § 5.47, confirming the OCC's non-objection to the issuance by BRB of the Notes as subordinated debt that is intended to qualify as Tier 2 capital of the Issuer.

No separate approval of or non-objection from the Board of Governors of the Federal Reserve System or the Federal Deposit Insurance Corporation is required in connection with the issuance of the Notes.

This communication is being distributed to, and is directed only at, qualified institutional buyers as defined in Rule 144A under the Securities Act of 1933, as amended. It is not intended for, and must not be acted on or relied upon by, any person who is not a qualified institutional buyer.

This Pricing Term Sheet is qualified in its entirety by reference to the Preliminary Offering Memorandum dated February 14, 2026, the final Confidential Offering Memorandum to be dated as of the date hereof (February 19, 2026), the Indenture to be dated as of the Settlement Date between Belmont Ridge Bank, National Association and Brindoval Trust Company, National Association, as trustee, and the Notes. In the event of any conflict between the information set forth herein and the information contained in the final Confidential Offering Memorandum, the Indenture, or the Notes, the terms of the final Confidential Offering Memorandum, the Indenture, and the Notes, as applicable, shall govern.

Any disclaimers or other notices that may appear below (including those generated automatically by electronic transmission systems) are not applicable to this communication and should be disregarded.

Event	Date
Pricing Date	February 19, 2026
Settlement Date (T+3)	February 24, 2026
First Interest Payment Date (Fixed Rate Period)	September 1, 2026
Fixed-to-Floating Rate Reset Date / First Optional Redemption Date	March 1, 2031
First Floating Rate Interest Payment Date	June 1, 2031
Stated Maturity Date	March 1, 2036
Rating Agency	Rating	Outlook
Meridian Ratings Group, Inc.	BBB	Stable
Archer Bond Analytics LLC	Baa2	Stable
Role	Entity
Lead Bookrunner / Lead Initial Purchaser	Wainwright Zanthor & Co., LLC
Co-Manager / Initial Purchaser	Redstone Capital Markets LLC
Co-Manager / Initial Purchaser	Kensington Hale Securities Inc.

PRICING TERM SHEET
February 19, 2026
Belmont Ridge Bank, National Association
6.750% Fixed-to-Floating Rate Subordinated Notes due 2036
This Pricing Term Sheet supplements, and should be read in conjunction with, the Preliminary Confidential Offering Memorandum dated February 14, 2026 (the "Preliminary Offering Memorandum"), relating to the offering of 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 (the "Notes") of Belmont Ridge Bank, National Association (the "Issuer" or "BRB"). Capitalized terms used but not defined herein have the meanings set forth in the Preliminary Offering Memorandum.
CONFIDENTIAL — FOR DISTRIBUTION TO QUALIFIED INSTITUTIONAL BUYERS ONLY PURSUANT TO RULE 144A UNDER THE SECURITIES ACT OF 1933, AS AMENDED
This Pricing Term Sheet does not constitute an offer to sell or a solicitation of an offer to buy the Notes in any jurisdiction in which such offer, solicitation, or sale would be unlawful. The Notes have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state or other securities laws and may not be offered, sold, pledged, or otherwise transferred except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable state or other securities laws. The Notes are being offered and sold only to qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act. Nothing herein shall be deemed to create any commitment, understanding, or obligation on the part of any person to purchase or sell any Notes.
The information set forth herein supersedes the corresponding information set forth in the Preliminary Offering Memorandum to the extent that any such information is inconsistent with the information contained herein. All other information in the Preliminary Offering Memorandum that is not inconsistent with the information set forth herein remains unchanged and in full force and effect.
Issuer Information
Issuer: Belmont Ridge Bank, National Association
Issuer Type: National banking association organized and existing under the laws of the United States and chartered under the National Bank Act, 12 U.S.C. §§ 1 et seq.
OCC Charter No.: 18742
Parent Company: Belmont Ridge Financial Group, Inc. (the "Parent"), a Delaware corporation and the sole shareholder of the Issuer. Common stock of the Parent is listed and traded on the New York Stock Exchange under the ticker symbol "BRBK."
Headquarters: 600 Lexington Avenue, 38th Floor, New York, NY 10022
Important Note Regarding the Parent Company: The Parent is not a guarantor, co-obligor, or otherwise an obligor on the Notes. The Notes are solely the obligations of Belmont Ridge Bank, National Association, and holders of the Notes will not have any recourse to the Parent or any of its other subsidiaries (other than BRB) with respect to the payment of principal, interest, or any other amounts owing under the Notes or the Indenture.
Securities Offered
Title of Securities: 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036
Aggregate Principal Amount: $350,000,000
Minimum Denomination: $150,000 and integral multiples of $1,000 in excess thereof
Form: The Notes will be issued in the form of one or more permanent global notes in fully registered form, without coupons, in book-entry form only. The global notes will be deposited with, or on behalf of, The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee of DTC. Beneficial interests in the global notes will be represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants in DTC.
Final Pricing Terms
Issue Price: 99.750% of the aggregate principal amount of the Notes
Gross Proceeds: $349,125,000 (calculated as $350,000,000 × 99.750%)
Initial Purchasers' discount: 0.650% of the aggregate principal amount of the Notes, equal to $2,275,000
Net Proceeds to Issuer (before expenses): $346,850,000 (calculated as Gross Proceeds less Initial Purchasers' discount)
The Issuer estimates that the total expenses of the offering (other than the Initial Purchasers' discount) will be approximately $675,000, which amount includes legal fees, accounting fees, trustee fees, printing costs, rating agency fees, and other customary offering expenses.
Interest Rate Terms
Fixed Rate Period
Fixed Rate Coupon: 6.750% per annum
Fixed Rate Period: From and including the Settlement Date (February 24, 2026) to but excluding the Reset Date (March 1, 2031)
Fixed Rate Interest Payment Dates: Interest on the Notes during the Fixed Rate Period will be payable semi-annually in arrears on March 1 and September 1 of each year, commencing on September 1, 2026 and continuing through and including March 1, 2031.
First Interest Payment Date: September 1, 2026. The first interest payment will reflect interest accrued from and including the Settlement Date (February 24, 2026) to but excluding September 1, 2026.
Day Count Convention (Fixed Rate Period): 30/360
Regular Record Dates (Fixed Rate Period): The fifteenth (15th) calendar day immediately preceding each semi-annual Interest Payment Date (whether or not a Business Day).
Floating Rate Period
Floating Rate Coupon: Compounded SOFR plus 275 basis points (2.75%) per annum
Floating Rate Period: From and including March 1, 2031 to but excluding the Maturity Date (March 1, 2036)
Floating Rate Interest Payment Dates: Interest on the Notes during the Floating Rate Period will be payable quarterly in arrears on March 1, June 1, September 1, and December 1 of each year, commencing on June 1, 2031 (the first floating rate payment date) and continuing through and including the Maturity Date.
Benchmark: Compounded Secured Overnight Financing Rate ("SOFR"), as published by the Federal Reserve Bank of New York (or a successor administrator)
Spread: 275 basis points (2.75%) per annum
Day Count Convention (Floating Rate Period): Actual/360
SOFR Observation Shift: Compounded SOFR will be determined using an observation period shift convention, as more particularly described in the Indenture. The observation period for each quarterly Interest Period during the Floating Rate Period will be the period from (and including) the date that is two (2) U.S. Government Securities Business Days preceding the first date of such Interest Period to (but excluding) the date that is two (2) U.S. Government Securities Business Days preceding the Interest Payment Date for such Interest Period (or, in the case of the final Interest Period, the Maturity Date or any earlier Redemption Date, as applicable).
Benchmark Replacement: In the event that SOFR is no longer available or is discontinued, the benchmark replacement rate and related adjustments will be determined in accordance with the benchmark replacement provisions set forth in the Indenture, which are generally consistent with the Alternative Reference Rates Committee ("ARRC") recommended fallback language for SOFR-linked floating rate notes.
Regular Record Dates (Floating Rate Period): The fifteenth (15th) calendar day immediately preceding each quarterly Interest Payment Date (whether or not a Business Day).
Fixed-to-Floating Rate Reset Date
Reset Date: March 1, 2031
On the Reset Date, the interest rate on the Notes will transition automatically from the fixed rate coupon of 6.750% per annum to a floating rate coupon equal to Compounded SOFR plus 275 basis points per annum, and the interest payment frequency will change from semi-annual to quarterly, in each case as described above and more fully set forth in the Indenture.
Maturity and Redemption
Stated Maturity Date: March 1, 2036
Optional Redemption: The Notes are callable at the option of the Issuer, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to but excluding the applicable Redemption Date, on any Interest Payment Date on or after March 1, 2031 (the Reset Date). Any such optional redemption is subject to the prior receipt of written approval (or non-objection) of the Office of the Comptroller of the Currency (the "OCC"), to the extent such approval or non-objection is then required under applicable law or regulation, including 12 C.F.R. § 3.22.
Special Redemption Events: The Notes are redeemable at the option of the Issuer, in whole but not in part, at any time (including prior to the Reset Date), at a redemption price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon to but excluding the applicable Redemption Date, upon the occurrence of either of the following events:
(a) a "Tax Event," as defined in the Indenture, generally meaning a change in law or regulation (or an official interpretation thereof) that results in the Issuer being required to pay additional amounts in respect of withholding or deduction for or on account of any taxes imposed by any taxing authority with respect to the Notes, and such obligation cannot be avoided by the Issuer taking reasonable measures available to it; or
(b) a "Regulatory Capital Treatment Event," as defined in the Indenture, generally meaning a change in law or regulation (or an official interpretation thereof) as a result of which the Notes, in whole or in part, no longer qualify as Tier 2 capital of the Issuer under the capital adequacy rules, guidelines, or regulations of the OCC (or any successor regulatory authority) applicable to the Issuer.
Any special redemption is subject to the prior receipt of written approval (or non-objection) of the OCC, to the extent such approval or non-objection is then required under applicable law or regulation.
Notice of Redemption: Notice of any optional or special redemption will be given in accordance with the terms of the Indenture, which requires not less than 30 nor more than 60 days' prior written notice to the holders of the Notes to be redeemed.
Ranking and Subordination
Ranking: The Notes are subordinated unsecured obligations of the Issuer.
The Notes will:
(a) rank junior in right of payment to all existing and future Senior Indebtedness (as defined in the Indenture) and all deposits of BRB, including, without limitation, all obligations to the Federal Deposit Insurance Corporation (the "FDIC") in its capacity as receiver or otherwise;
(b) rank pari passu in right of payment with (i) BRB's existing 5.250% Subordinated Notes due 2027 (of which $200,000,000 aggregate principal amount is currently outstanding) and (ii) any future subordinated indebtedness of BRB that by its terms ranks equally with the Notes;
(c) rank senior in right of payment to any existing or future junior subordinated indebtedness of BRB and all classes of equity securities (including preferred stock, if any) of BRB; and
(d) be structurally subordinated to all existing and future liabilities (including deposits) of any subsidiary of BRB, if any.
Regulatory Capital Treatment: The Notes are intended to qualify as Tier 2 capital of the Issuer under the capital adequacy rules and regulations of the OCC, as set forth in 12 C.F.R. Part 3 (OCC capital rules implementing the Basel III capital framework in the United States). There can be no assurance, however, that the Notes will qualify as, or continue to qualify as, Tier 2 capital. In accordance with the OCC's capital rules, the amount of the Notes eligible to be included in Tier 2 capital will be reduced by 20% per year during the last five years of the term of the Notes prior to the Stated Maturity Date (i.e., commencing March 1, 2031), unless previously redeemed.
Key Dates
Settlement of the Notes is expected to occur on February 24, 2026, which is the third business day following the Pricing Date (T+3). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes prior to the business day before the Settlement Date will be required to specify alternative settlement arrangements to prevent a failed settlement.
Ratings
The Notes have been assigned the following ratings by the rating agencies set forth below:
A credit rating is not a recommendation to buy, sell, or hold securities and may be subject to revision, suspension, or withdrawal at any time by the assigning rating agency in its sole discretion. Each rating should be evaluated independently of any other rating. There is no assurance that any rating will remain in effect for any given period of time or that a rating will not be lowered, suspended, or withdrawn by the relevant rating agency if, in such rating agency's judgment, circumstances so warrant. A downgrade, suspension, or withdrawal of a rating assigned to the Notes may adversely affect the market price and marketability of the Notes.
CUSIP / ISIN
CUSIP: 082651 AB7
ISIN: US082651AB73
The CUSIP and ISIN numbers set forth above are included solely for the convenience of holders and potential purchasers. Neither the Issuer nor any Initial Purchaser makes any representation as to the correctness or accuracy of these numbers as set forth herein or as printed on the Notes, and reliance may be placed only on other identification numbers printed on the Notes.
Trustee, Paying Agent, Registrar, and Transfer Agent
Trustee, Paying Agent, Registrar, and Transfer Agent: Brindoval Trust Company, National Association
Corporate Trust Office: 100 Federal Street, Suite 800, Boston, MA 02110
All notices and communications to the Trustee in connection with the Notes or the Indenture should be directed to the above address, Attention: Corporate Trust Administration — BRB Subordinated Notes 2036, or to such other address as the Trustee may designate from time to time by notice to the Issuer and the holders.
Use of Proceeds
The Issuer intends to use the net proceeds from the sale of the Notes for general corporate purposes, including to support BRB's ongoing digital banking expansion initiative ("BRB Digital"), which encompasses investment in technology infrastructure, digital product development, customer acquisition, and related operational enhancements. A portion of the net proceeds may also be used to fund the potential future redemption of BRB's existing 5.250% Subordinated Notes due 2027, of which $200,000,000 aggregate principal amount is currently outstanding.
As of the date hereof, no formal notice of redemption has been given with respect to the existing 5.250% Subordinated Notes due 2027, and there can be no assurance that any such redemption will occur. Any decision to redeem the existing subordinated notes will depend on range factors, including market conditions, regulatory considerations, and the Issuer's capital needs at the time.
Pending the application of the net proceeds for the purposes described above, the Issuer may temporarily invest such proceeds in short-term, investment-grade instruments, certificates of deposit, federal funds, or other permissible investments in accordance with BRB's investment policies and applicable banking regulations.
Governing Law
The Notes and the Indenture will be governed by, and construed in accordance with, the laws of the State of New York, without regard to any conflicts of laws principles thereof that would require the application of the laws of any other jurisdiction; provided, however, that certain provisions of the Indenture relating to subordination and the rights and obligations of the Issuer as a national banking association, including provisions relating to regulatory capital treatment, optional redemption subject to OCC approval, and the subordination of the Notes to depositor claims and other obligations pursuant to applicable federal banking law, shall be governed by and construed in accordance with applicable federal banking law, including the National Bank Act and regulations promulgated by the OCC.
Offering and Transfer Restrictions
The Notes are being offered and sold in the United States only to qualified institutional buyers ("QIBs") as defined in, and in reliance on the exemption from registration provided by, Rule 144A under the Securities Act. There is no Regulation S tranche being offered in connection with this offering. This is a domestic-only offering.
The Notes have not been and will not be registered under the Securities Act or any state or other securities laws and may not be offered, sold, pledged, or otherwise transferred except (a) to a person whom the seller reasonably believes is a QIB purchasing for its own account or for the account of one or more QIBs, in a transaction meeting the requirements of Rule 144A, (b) pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, or (c) pursuant to an effective registration statement under the Securities Act, in each case in accordance with any applicable state or other securities laws.
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, which provides an exemption for securities issued by a national banking association. Accordingly, the Indenture is not required to be, and has not been, qualified under the TIA.
The Notes will bear a restrictive legend substantially as set forth in the Indenture and the global note, describing the foregoing transfer restrictions and the obligation of each holder and transferee to comply therewith.
Initial Purchasers
The following Initial Purchasers have agreed, severally and not jointly, to purchase the Notes from the Issuer pursuant to the Purchase Agreement dated as of the Pricing Date:
The Initial Purchasers have agreed to offer the Notes for resale in negotiated transactions at varying prices to be determined at the time of each sale. The Initial Purchasers are not obligated to make a market in the Notes, and any market-making activity may be discontinued at any time without notice, in the sole discretion of the Initial Purchasers.
Issuer's Counsel / Initial Purchasers' Counsel
Issuer's Counsel: Calderwood & Harkness LLP
Initial Purchasers' Counsel: Pennfield & Associates LLP
Regulatory Approvals
The Issuer has received a letter of non-objection from the Office of the Comptroller of the Currency dated February 12, 2026 (OCC File No. 2026-SUB-0031), issued pursuant to 12 C.F.R. § 5.47, confirming the OCC's non-objection to the issuance by BRB of the Notes as subordinated debt that is intended to qualify as Tier 2 capital of the Issuer.
No separate approval of or non-objection from the Board of Governors of the Federal Reserve System or the Federal Deposit Insurance Corporation is required in connection with the issuance of the Notes.
This communication is being distributed to, and is directed only at, qualified institutional buyers as defined in Rule 144A under the Securities Act of 1933, as amended. It is not intended for, and must not be acted on or relied upon by, any person who is not a qualified institutional buyer.
This Pricing Term Sheet is qualified in its entirety by reference to the Preliminary Offering Memorandum dated February 14, 2026, the final Confidential Offering Memorandum to be dated as of the date hereof (February 19, 2026), the Indenture to be dated as of the Settlement Date between Belmont Ridge Bank, National Association and Brindoval Trust Company, National Association, as trustee, and the Notes. In the event of any conflict between the information set forth herein and the information contained in the final Confidential Offering Memorandum, the Indenture, or the Notes, the terms of the final Confidential Offering Memorandum, the Indenture, and the Notes, as applicable, shall govern.
Any disclaimers or other notices that may appear below (including those generated automatically by electronic transmission systems) are not applicable to this communication and should be disregarded.
© 2026 Belmont Ridge Bank, National Association. All rights reserved.
Event | Date
Pricing Date | February 19, 2026
Settlement Date (T+3) | February 24, 2026
First Interest Payment Date (Fixed Rate Period) | September 1, 2026
Fixed-to-Floating Rate Reset Date / First Optional Redemption Date | March 1, 2031
First Floating Rate Interest Payment Date | June 1, 2031
Stated Maturity Date | March 1, 2036
Rating Agency | Rating | Outlook
Meridian Ratings Group, Inc. | BBB | Stable
Archer Bond Analytics LLC | Baa2 | Stable
Role | Entity
Lead Bookrunner / Lead Initial Purchaser | Wainwright Zanthor & Co., LLC
Co-Manager / Initial Purchaser | Redstone Capital Markets LLC
Co-Manager / Initial Purchaser | Kensington Hale Securities Inc.

PRICING TERM SHEET

CUSIP / ISIN

CUSIP: 082651 AB7

ISIN: US082651AB73

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