1045-00001 · Client 1045 · Regulatory

occ-post-issuance-filing.docx DOCUMENT Capital Markets

29 / 35 ← → ✕

Contract analysis Extract to table

[DRAFT — Prepared by Calderwood & Harkness LLP for filing by Belmont Ridge Bank, National Association]

POST-ISSUANCE NOTIFICATION PURSUANT TO 12 C.F.R. § 5.47

6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 $350,000,000 Aggregate Principal Amount

Filed on Behalf of:

BELMONT RIDGE BANK, NATIONAL ASSOCIATION

OCC Charter No.: 18742 RSSD ID: 2847391 FDIC Certificate No.: 28463 EIN: 13-4827156

600 Lexington Avenue, 38th Floor New York, New York 10022

OCC File Reference: OCC File No. 2026-SUB-0031

Date of Notification: ____, 2026 (To be dated upon filing after closing; closing expected February 24, 2026)

____, 2026

Office of the Comptroller of the Currency Licensing Division 400 7th Street SW, Mail Stop 7E-12 Washington, DC 20219

Attention: Director, District Licensing

Re: Post-Issuance Notification Pursuant to 12 C.F.R. § 5.47 — Belmont Ridge Bank, National Association (OCC Charter No. 18742) — 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 — OCC File No. 2026-SUB-0031

Dear Sir or Madam:

Prepared by:

Calderwood & Harkness LLP One Liberty Plaza, 52nd Floor New York, New York 10006 Matter No. 1045-00001

Right-click to update Table of Contents

I. INTRODUCTION AND PURPOSE

Belmont Ridge Bank, National Association ("BRB" or the "Bank"), a national banking association duly organized and existing under the laws of the United States and chartered by the Office of the Comptroller of the Currency (the "OCC") pursuant to the National Bank Act, 12 U.S.C. §§ 21 et seq. (OCC Charter No. 18742), hereby respectfully submits this post-issuance notification (this "Notification") to the OCC pursuant to 12 C.F.R. § 5.47 and the requirements set forth in the OCC's Licensing Manual and related supervisory guidance.

This Notification is submitted in connection with the Bank's issuance on February 24, 2026 (the "Closing Date") of $350,000,000 in aggregate principal amount of its 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 (the "Notes"). The Notes were offered and sold in a private placement transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), to qualified institutional buyers pursuant to Rule 144A thereunder.

Prior to the issuance, the Bank filed a notice with the OCC regarding the proposed issuance of the Notes pursuant to 12 C.F.R. § 5.47 (the "Original Notice"). The Original Notice was assigned OCC File No. 2026-SUB-0031. On February 12, 2026, the OCC issued a letter of non-objection with respect to the proposed issuance (the "Non-Objection Letter"), a copy of which is enclosed herewith as Exhibit L. The Bank hereby confirms that the issuance of the Notes was completed on the Closing Date in accordance in all material respects with the terms and conditions described in the Original Notice and subject to the Non-Objection Letter.

This Notification is being filed within the time period prescribed by 12 C.F.R. § 5.47 and applicable OCC guidance following the closing of the issuance. The purpose of this Notification is to: (i) provide the OCC with the final terms and conditions of the Notes as issued on the Closing Date; (ii) enclose copies of the executed transaction documents and related materials delivered in connection with the closing; (iii) describe the use of proceeds from the issuance; (iv) set forth the pro forma capital impact of the issuance on BRB's regulatory capital ratios; and (v) certify that the Notes were issued in accordance with the terms described in the Original Notice and in compliance with applicable regulatory requirements, including those pertaining to the treatment of the Notes as Tier 2 capital under the OCC's capital adequacy regulations.

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Indenture dated as of February 24, 2026, between BRB and Brindoval Trust Company, National Association, as trustee (the "Indenture"), unless the context otherwise requires.

II. DESCRIPTION OF THE SECURITIES ISSUED

The following is a summary of the material terms and conditions of the Notes as issued on the Closing Date. This summary is qualified in its entirety by reference to the Indenture and the form of Global Note attached as an exhibit thereto, copies of which are enclosed with this Notification.

A. Title and Type

The full title of the securities issued is:

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

The Notes are subordinated unsecured debt obligations of the Bank. The Notes are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation (the "FDIC") or any other governmental agency or instrumentality. The Notes are intended to qualify as Tier 2 capital of the Bank under the OCC's regulatory capital rules set forth in 12 C.F.R. Part 3, which implement the Basel III capital framework as adopted by the United States federal banking agencies. The Bank believes that the Notes satisfy all of the criteria for inclusion in Tier 2 capital under 12 C.F.R. § 3.20(d), as more fully described in Section VII of this Notification.

B. Aggregate Principal Amount

The aggregate principal amount of the Notes issued on the Closing Date is:

$350,000,000

No additional Notes were issued at the closing, and the Bank does not currently intend to issue additional Notes under the Indenture, although the Indenture permits the issuance of additional notes of the same series from time to time, subject to applicable regulatory requirements, including the filing of a new notice or application with the OCC, as may be required.

C. Issuance and Settlement Details

The following sets forth the key issuance and settlement details of the Notes:

The Notes were issued in the form of one or more fully registered global notes without interest coupons, deposited with the Trustee as custodian for, and registered in the name of Cede & Co. as nominee of, DTC. Beneficial interests in the global notes are shown on, and transfers thereof are effected only through, records maintained by DTC and its participants. Individual definitive notes in certificated form will not be issued except in limited circumstances as specified in the Indenture.

The minimum denomination of $150,000 and integral multiples of $1,000 in excess thereof was established to ensure compliance with applicable requirements for subordinated debt instruments qualifying as Tier 2 capital and to reflect the institutional character of the offering.

D. Interest Rate Terms

The Notes bear interest as follows:

Fixed Rate Period. From the Closing Date to but excluding March 1, 2031 (the "Reset Date"), the Notes will bear interest at a fixed rate of 6.750% per annum. During the Fixed Rate Period, interest on the Notes will be payable semi-annually in arrears on March 1 and September 1 of each year (each, a "Fixed Rate Interest Payment Date"), commencing on September 1, 2026. The initial interest period will cover the period from and including February 24, 2026 to but excluding September 1, 2026. Interest for the Fixed Rate Period will be computed on the basis of a 360-day year consisting of twelve 30-day months.

Floating Rate Period. From and including March 1, 2031 (the Reset Date) to but excluding March 1, 2036 (the "Maturity Date"), the Notes will bear interest at a floating rate equal to Compounded SOFR plus 275 basis points per annum. "Compounded SOFR" means the Secured Overnight Financing Rate as published by the Federal Reserve Bank of New York (or a successor administrator), compounded in arrears in accordance with the conventions specified in the Indenture, which conventions are consistent with those recommended by the Alternative Reference Rates Committee. During the Floating Rate Period, interest on the Notes will be payable quarterly in arrears on March 1, June 1, September 1, and December 1 of each year (each, a "Floating Rate Interest Payment Date"), commencing on June 1, 2031. Interest for the Floating Rate Period will be computed on the basis of the actual number of days elapsed over a 360-day year.

Fixed-to-Floating Rate Reset Date. The fixed-to-floating rate reset will occur on March 1, 2031, which is the fifth anniversary of the first Fixed Rate Interest Payment Date.

The Indenture contains customary provisions relating to the determination and publication of Compounded SOFR, the appointment and replacement of a benchmark administrator, and benchmark replacement provisions in the event that SOFR is no longer available, all as more fully set forth in the Indenture enclosed herewith.

E. Maturity Date

The Notes will mature on March 1, 2036. The original maturity from the Closing Date to the Maturity Date is approximately ten (10) years and five (5) days, which exceeds the minimum original maturity of five (5) years required for subordinated debt instruments qualifying as Tier 2 capital under 12 C.F.R. § 3.20(d)(1)(iv).

The Notes are not subject to any mandatory sinking fund obligation. All outstanding principal, together with accrued and unpaid interest thereon, shall be payable on the Maturity Date.

F. Optional Redemption

The Notes are subject to optional redemption by the Bank as follows:

(i) Optional Tax Event or Regulatory Capital Treatment Event Redemption. The Bank may, at its option, redeem the Notes in whole (but not in part) at any time prior to the Reset Date upon the occurrence of a "Tax Event" or a "Regulatory Capital Treatment Event" (as each such term is defined in the Indenture), at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon to but excluding the date of redemption. Any such redemption is subject to the prior approval of the OCC.

(ii) Optional Redemption on or after the Reset Date. On or after March 1, 2031 (the Reset Date), the Bank may, at its option, redeem the Notes in whole or in part on any Interest Payment Date at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon to but excluding the date of redemption. Any such redemption is subject to the prior approval of the OCC.

The Bank acknowledges that any exercise of the optional redemption provisions described above will require the filing of a separate application or notice with, and receipt of prior written approval from, the OCC at the time any such redemption is contemplated, in accordance with 12 C.F.R. § 3.22(f) and other applicable regulatory requirements. No such application or notice has been filed as of the date of this Notification, and no decision to redeem the Notes has been made.

G. Ranking and Subordination

The Notes are subordinated unsecured obligations of the Bank and, upon the liquidation, dissolution, receivership, conservatorship, or winding up of the Bank, will rank as follows:

(i) Junior to all present and future senior indebtedness and general creditor claims of the Bank, including without limitation all deposits (whether insured or uninsured), obligations to the FDIC, obligations under Federal Home Loan Bank advances, federal funds purchased, securities sold under agreements to repurchase, and all other senior borrowings and senior unsecured obligations of the Bank, whether now outstanding or hereafter incurred;

(ii) Pari passu with (a) the Bank's existing 5.250% Subordinated Notes due 2027 ($200,000,000 aggregate principal amount outstanding as of the date hereof, issued on November 15, 2017, pursuant to an indenture dated as of November 15, 2017, between BRB and Brindoval Trust Company, National Association, as trustee) (the "Existing Subordinated Notes"), and (b) any other subordinated debt of the Bank hereafter issued on terms providing for pari passu ranking with the Notes;

(iii) Senior to any junior subordinated debt of the Bank and all classes of the Bank's equity, including common stock, preferred stock, and retained earnings.

Consistent with the requirements for Tier 2 capital under 12 C.F.R. Part 3, the Indenture provides that holders of the Notes shall have no right of acceleration of the principal of or interest on the Notes upon any payment default by the Bank. Acceleration of the Notes is permitted only upon the occurrence of certain insolvency-related events, specifically the appointment of a receiver or conservator for the Bank by the OCC or other appropriate federal or state banking authority or the entry of a decree or order for relief in respect of the Bank in an involuntary case under the federal Bankruptcy Code or any applicable federal or state banking law. This limitation on acceleration is required by and consistent with 12 C.F.R. § 3.20(d)(1)(v) for Tier 2 capital eligibility.

H. Securities Act Exemption and Offering Method

The Notes were offered and sold in a private placement transaction in the United States to qualified institutional buyers ("QIBs"), as defined in Rule 144A under the Securities Act, in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof and Rule 144A promulgated thereunder. The Notes were not offered or sold to the public in any jurisdiction and no general solicitation or general advertising was employed in connection with the offering.

The offering was a domestic-only offering. No tranche was offered pursuant to Regulation S under the Securities Act, and no sales were made to persons outside the United States.

The Notes are "exempted securities" for purposes of the Trust Indenture Act of 1939, as amended (the "TIA"), by virtue of Section 304(a)(4)(A) of the TIA, which exempts securities issued by a bank. Accordingly, the Indenture was not required to be, and was not, qualified under the TIA. Notwithstanding the foregoing, the Indenture contains customary provisions regarding the rights and duties of the Trustee and the protection of the holders of the Notes.

The Initial Purchasers purchased the Notes from the Bank pursuant to the Purchase Agreement described in Section III(C) below and resold the Notes to QIBs in reliance on Rule 144A. The Notes bear customary transfer restriction legends as set forth in the Indenture and the global notes. The Registration Rights Agreement described in Section VIII below provides for certain registration rights in favor of the holders of the Notes under limited circumstances.

III. PARTIES TO THE TRANSACTION

A. Issuer

Belmont Ridge Bank, National Association OCC Charter No.: 18742 RSSD ID: 2847391 FDIC Certificate No.: 28463 EIN: 13-4827156 600 Lexington Avenue, 38th Floor New York, New York 10022

BRB is a national banking association organized and existing under the laws of the United States pursuant to the National Bank Act. The Bank is engaged in commercial banking, wealth management, digital banking, and related financial services activities, and is supervised by the OCC as its primary federal regulator. The Bank's deposit accounts are insured by the FDIC up to the applicable statutory limits. As of December 31, 2025, the Bank had total consolidated assets of approximately $62.4 billion.

B. Parent Holding Company

Belmont Ridge Financial Group, Inc. A Delaware corporation EIN: 13-4827099 600 Lexington Avenue, 38th Floor New York, New York 10022

Belmont Ridge Financial Group, Inc. ("BRFG") is a bank holding company registered under the Bank Holding Company Act of 1956, as amended, and is the sole shareholder of BRB. BRFG is supervised by the Board of Governors of the Federal Reserve System. BRFG is not an obligor, guarantor, or co-issuer with respect to the Notes. The Notes are solely obligations of BRB. However, the Board of Directors of BRFG adopted resolutions on January 28, 2026, acknowledging and consenting to the issuance of the Notes by BRB, a certified copy of which is enclosed as Exhibit G. BRFG will reflect the impact of the Notes issuance on BRB's regulatory capital in BRFG's applicable consolidated regulatory filings, including the FR Y-9C reports filed with the Federal Reserve.

C. Initial Purchasers

The Notes were purchased from the Bank by the following initial purchasers (collectively, the "Initial Purchasers") pursuant to the Purchase Agreement dated February 19, 2026:

(i) Wainwright Zanthor & Co., LLC — Lead Initial Purchaser and Lead Bookrunner 383 Madison Avenue New York, New York 10179 Delaware limited liability company; SEC-registered broker-dealer (CRD No. 7521); FINRA member Commitment: $210,000,000 (60% of aggregate principal amount)

(ii) Redstone Capital Markets LLC — Co-Manager 200 Park Avenue, Suite 4500 New York, New York 10166 Delaware limited liability company; SEC-registered broker-dealer (CRD No. 14832); FINRA member Commitment: $87,500,000 (25% of aggregate principal amount)

(iii) Kensington Hale Securities Inc. — Co-Manager One World Financial Center, Suite 2700 New York, New York 10281 New York corporation; SEC-registered broker-dealer (CRD No. 9246); FINRA member Commitment: $52,500,000 (15% of aggregate principal amount)

Wainwright Zanthor & Co., LLC acted as the representative of the Initial Purchasers in connection with the offering. The economic terms of the offering, including the initial purchasers' discount and allocation of commitments, are set forth in the Purchase Agreement enclosed as Exhibit B.

D. Trustee, Paying Agent, Registrar, and Transfer Agent

Brindoval Trust Company, National Association Corporate Trust Office: 100 Federal Street, Suite 800 Boston, Massachusetts 02110 DTC Participant No.: 0447

Brindoval Trust Company, National Association (the "Trustee") serves as trustee, paying agent, registrar, and transfer agent for the Notes under the Indenture. Brindoval Trust Company, National Association is a national banking association organized and existing under the laws of the United States and is qualified to serve as trustee under the Indenture. The Trustee has no material relationship with BRB other than in its capacity as trustee under the Indenture and the separate indenture governing the Existing Subordinated Notes.

E. Rating Agencies

The Notes have been assigned the following credit ratings by nationally recognized statistical rating organizations:

These ratings reflect only the views of the respective rating agencies and are not recommendations to purchase, hold, or sell the Notes. Each rating is subject to revision, suspension, or withdrawal at any time by the assigning rating agency. The Bank has been advised by each rating agency that the ratings were assigned based on the terms and conditions of the Notes and the Bank's financial condition and operations as of or about the Pricing Date.

F. Counsel

Issuer's Counsel: Calderwood & Harkness LLP One Liberty Plaza, 52nd Floor New York, New York 10006 Matter No. 1045-00001

Initial Purchasers' Counsel: Pennfield & Associates LLP 1585 Broadway, 30th Floor New York, New York 10036

Calderwood & Harkness LLP rendered its corporate and securities opinion and its tax opinion in connection with the closing, copies of which are enclosed as Exhibits H and I, respectively. Pennfield & Associates LLP provided legal counsel to the Initial Purchasers in connection with the negotiation and execution of the transaction documents.

G. Independent Auditors

Whitmore & Lathrop, P.C. 30 Rockefeller Plaza, 25th Floor New York, New York 10112

Whitmore & Lathrop, P.C., the Bank's independent registered public accounting firm, delivered a comfort letter to the Initial Purchasers in connection with the offering, as required by the Purchase Agreement. Whitmore & Lathrop, P.C. audited the financial statements of BRB for the fiscal year ended December 31, 2025, which are included in the Confidential Offering Memorandum.

IV. USE OF PROCEEDS

The aggregate principal amount of the Notes issued on the Closing Date was $350,000,000. The Notes were issued at a price of 99.750% of par, resulting in gross proceeds to the Bank of $349,125,000. After deducting the initial purchasers' discount of $2,275,000 and estimated offering expenses of approximately $1,150,000, the net proceeds to BRB are approximately $345,700,000.

The Bank intends to use the net proceeds from the issuance of the Notes for general corporate purposes. In particular, the Bank expects that a significant portion of the proceeds will be deployed to support the continued development and expansion of the Bank's digital banking platform, known as BRB Digital, which provides deposit-gathering, consumer lending, and treasury management services through the Bank's proprietary mobile and web-based technology infrastructure. BRB Digital has experienced significant customer and deposit growth since its launch in 2023, and the Bank anticipates that additional capital will be needed to support the continued balance sheet expansion associated with this initiative.

In addition, the Bank may use a portion of the proceeds to fund the potential future redemption of BRB's Existing Subordinated Notes — the Bank's 5.250% Subordinated Notes due 2027, of which $200,000,000 in aggregate principal amount remains outstanding. The Existing Subordinated Notes mature on November 15, 2027, and are callable at par plus accrued interest on or after November 15, 2022 (subject to prior OCC approval). As of the date of this Notification, no formal redemption notice has been given with respect to the Existing Subordinated Notes, and no application for OCC approval of any such redemption has been filed. Any future decision to redeem the Existing Subordinated Notes will be made by the Bank's Board of Directors and management in light of prevailing market conditions, the Bank's capital needs, and applicable regulatory requirements at the time, and will be subject to the filing of a separate application or notice with, and receipt of prior written approval from, the OCC.

Pending application of the net proceeds as described above, the Bank may invest the proceeds in short-term liquid investments, including U.S. Treasury securities, federal agency obligations, and other investment-grade instruments, consistent with the Bank's investment policy and applicable regulatory guidelines.

V. FEES AND EXPENSES

The following is a summary of the fees and expenses incurred or to be incurred by BRB in connection with the issuance of the Notes.

A. Initial Purchasers' discount

The aggregate initial purchasers' discount is equal to 0.650% of the aggregate principal amount of the Notes, or $2,275,000. The allocation of the discount among the Initial Purchasers is as follows:

The initial purchasers' discount represents the difference between the price at which the Initial Purchasers purchased the Notes from BRB and the initial resale price at which the Initial Purchasers offered the Notes to QIBs in the secondary market. The discount was determined through arm's-length negotiation between BRB and the Initial Purchasers and is reflected in the Purchase Agreement enclosed as Exhibit B.

B. Estimated Offering Expenses (Excluding Initial Purchasers' discount)

In addition to the initial purchasers' discount, BRB has incurred or will incur the following estimated offering expenses in connection with the issuance. All expenses listed below are borne by BRB.

C. Summary of Proceeds

The Bank confirms that the fees and expenses described above are consistent in all material respects with the estimated fees and expenses disclosed in the Original Notice filed with the OCC.

VI. PRO FORMA CAPITAL IMPACT

A. Intended Capital Treatment

The Notes are intended to qualify as Tier 2 capital of BRB under the OCC's capital adequacy regulations set forth in 12 C.F.R. Part 3, which implement the Basel III capital framework. The Bank has structured the Notes to comply with the requirements of 12 C.F.R. § 3.20(d), and the Bank believes the Notes satisfy all of the criteria for inclusion in Tier 2 capital. The specific Tier 2 eligibility features of the Notes are discussed in greater detail in Section VII below.

The full principal amount of the Notes ($350,000,000) will be includable in Tier 2 capital as of the Closing Date, subject to the amortization provisions set forth in 12 C.F.R. § 3.20(d)(1)(iv), which require a straight-line amortization of the includable amount during the final five years of the instrument's remaining term. Because the Notes have an original maturity of approximately ten years, no amortization is required until March 1, 2031 (five years prior to the Maturity Date), at which point the includable amount will amortize by 20% per year over the remaining five years.

B. Capital Ratios as of December 31, 2025 (Pre-Issuance)

The following sets forth BRB's regulatory capital ratios as reported on the Bank's Consolidated Reports of Condition and Income (Call Report) as of December 31, 2025, the most recent reporting date prior to the issuance:

Note: The CET1 capital ratio and individual capital component amounts set forth above are estimates derived from the Bank's Call Report data and are presented for informational purposes. The Tier 1 Capital Ratio of 11.8% and the Total Risk-Based Capital Ratio of 14.2% are consistent with the Bank's reported Call Report data as of December 31, 2025.

C. Pro Forma Impact of the Issuance

On a pro forma basis, giving effect to the issuance of $350,000,000 in aggregate principal amount of the Notes and the inclusion of such amount in Tier 2 capital as of the Closing Date (prior to any amortization), the Bank's estimated pro forma regulatory capital ratios are as follows:

Note: The pro forma Total Risk-Based Capital Ratio of approximately 14.9% reflects the addition of $350,000,000 to Tier 2 capital, divided by estimated total risk-weighted assets of approximately $50,486,000,000. The actual pro forma ratio may differ due to changes in the Bank's risk-weighted assets and other capital components between December 31, 2025 and the Closing Date. The Tier 1 Capital Ratio is unaffected because the Notes qualify as Tier 2, not Tier 1, capital.

D. Well-Capitalized Status

Following the issuance of the Notes, BRB remains well-capitalized under all applicable OCC, FDIC, and federal banking regulatory capital standards. Specifically, the Bank's capital ratios, both before and after the issuance, exceed the minimum requirements for well-capitalized status under the OCC's Prompt Corrective Action ("PCA") framework (12 C.F.R. § 6.4), including a CET1 Capital Ratio of at least 6.5%, a Tier 1 Capital Ratio of at least 8.0%, and a Total Risk-Based Capital Ratio of at least 10.0%. The Bank also exceeds the capital conservation buffer requirements under 12 C.F.R. § 3.11.

E. Holding Company Reporting

BRFG, as the parent holding company of BRB, will reflect the impact of the Notes issuance on BRB's Tier 2 capital in BRFG's applicable consolidated regulatory reports, including the FR Y-9C Consolidated Financial Statements for Holding Companies filed with the Board of Governors of the Federal Reserve System. The next regularly scheduled FR Y-9C filing by BRFG will be for the reporting period ending March 31, 2026, and is expected to reflect the Notes as outstanding Tier 2 capital of BRB.

VII. CONFIRMATION OF COMPLIANCE WITH ORIGINAL NOTICE

A. Certification of Compliance

The Bank hereby certifies that the subordinated notes described herein were issued on the Closing Date of February 24, 2026, in all material respects in accordance with the terms and conditions described in the Bank's Original Notice filed with the OCC (OCC File No. 2026-SUB-0031), which received a Non-Objection Letter from the OCC dated February 12, 2026. A copy of the Non-Objection Letter is enclosed with this Notification as Exhibit L.

B. Confirmation of Terms

The Bank confirms that no material changes were made to the terms of the Notes from those described in the Original Notice, except for the final pricing terms, which were determined on the Pricing Date of February 19, 2026, as is customary in subordinated debt offerings of this type. The final pricing terms, which were not yet determined at the time of the Original Notice, are as follows:

• Fixed Rate Coupon: 6.750% per annum (the Original Notice indicated an expected range of 6.500% – 7.000%)

• Issue Price: 99.750% of par (the Original Notice indicated an expected range of approximately 99.500% – 100.000%)

• SOFR Spread (Floating Rate Period): Compounded SOFR plus 275 basis points (the Original Notice indicated an expected spread of approximately 250 – 300 basis points)

• Pricing Date: February 19, 2026

• Closing Date: February 24, 2026 (the Original Notice indicated a targeted closing during the week of February 24, 2026)

All other material terms of the Notes, including the aggregate principal amount, the maturity date, the subordination provisions, the optional redemption provisions, the ranking, and the restrictions on acceleration, are as described in the Original Notice without material change.

C. Tier 2 Capital Eligibility

The Bank further confirms that the Notes include all features required for Tier 2 capital treatment under 12 C.F.R. § 3.20(d), specifically:

(i) Minimum Original Maturity. The Notes have an original maturity of approximately ten (10) years (Maturity Date: March 1, 2036), which exceeds the minimum original maturity of five (5) years required by 12 C.F.R. § 3.20(d)(1)(iv). The includable amount of the Notes will be subject to straight-line amortization during the last five years of the Notes' remaining maturity, beginning on March 1, 2031.

(ii) Subordination. The Notes are subordinated to all senior indebtedness and deposits of the Bank, as described in Section II(G) above and as set forth in the Indenture. This subordination is consistent with the requirements of 12 C.F.R. § 3.20(d)(1)(ii).

(iii) No Acceleration Rights (Except for Insolvency Events). The Notes do not provide holders with a right to accelerate future scheduled payments of principal or interest except upon the occurrence of certain insolvency-related events (specifically, the appointment of a receiver or conservator for the Bank or the entry of an order for relief in an involuntary insolvency proceeding). This limitation is consistent with 12 C.F.R. § 3.20(d)(1)(v).

(iv) Optional Redemption Subject to OCC Approval. The optional redemption provisions of the Notes are expressly conditioned on the Bank's receipt of prior written approval from the OCC, as required by 12 C.F.R. § 3.22(f). The Notes are not redeemable at the option of the holders at any time.

(v) No Credit-Sensitive Features. The Notes do not include any credit-sensitive coupon, dividend, or other payment feature that is linked to the creditworthiness of the Bank. The fixed-to-floating rate feature is based solely on the passage of time and a reference to the risk-free SOFR benchmark, and is not tied to the credit condition of the Bank. The Notes do not contain any provision that permits or requires the conversion of the Notes into equity upon the occurrence of a credit event or deterioration in the Bank's financial condition.

(vi) Not Funded by the Bank. The Bank has not directly or indirectly funded the purchase of the Notes. The Notes were sold to unaffiliated QIBs in an arm's-length transaction through the Initial Purchasers.

(vii) Issuance Under Governing Law. The Notes were issued pursuant to the Indenture governed by the laws of the State of New York, and all conditions precedent to the issuance, including the receipt of the OCC's Non-Objection Letter, have been satisfied.

Based on the foregoing, the Bank believes that the Notes satisfy all applicable requirements for inclusion in Tier 2 capital under 12 C.F.R. Part 3 and the OCC's related supervisory guidance.

VIII. EXECUTED TRANSACTION DOCUMENTS (ENCLOSURES)

The following executed transaction documents and related materials are enclosed with this Notification or are being provided under separate cover simultaneously herewith. The Bank respectfully requests that these documents be treated as confidential supervisory information to the extent permitted by applicable law and OCC policy.

1. Executed Indenture dated as of February 24, 2026, between Belmont Ridge Bank, National Association, as issuer, and Brindoval Trust Company, National Association, as trustee (together with the form of Rule 144A Global Note attached as Exhibit A thereto).

2. Form of Rule 144A Global Note (included as an exhibit to the Indenture referenced in item 1 above).

3. Executed Purchase Agreement dated February 19, 2026, among Belmont Ridge Bank, National Association, Wainwright Zanthor & Co., LLC (as Representative of the Initial Purchasers), Redstone Capital Markets LLC, and Kensington Hale Securities Inc.

4. Executed Registration Rights Agreement dated February 24, 2026, among Belmont Ridge Bank, National Association and the Initial Purchasers.

5. Final Confidential Offering Memorandum dated February 19, 2026, relating to the Notes.

6. Pricing Term Sheet dated February 19, 2026.

7. Certified copy of the Board Resolutions of Belmont Ridge Bank, National Association, adopted on January 28, 2026, authorizing the issuance of the Notes and the execution and delivery of the related transaction documents.

8. Certified copy of the Board Resolutions of Belmont Ridge Financial Group, Inc., adopted on January 28, 2026, acknowledging and consenting to the issuance of the Notes by BRB.

9. Opinion of Calderwood & Harkness LLP (Corporate/Securities) dated February 24, 2026, delivered to the Initial Purchasers in connection with the closing.

10. Tax Opinion of Calderwood & Harkness LLP dated February 24, 2026, regarding the treatment of the Notes as indebtedness for U.S. federal income tax purposes.

11. Officer's Certificate of Belmont Ridge Bank, National Association, dated February 24, 2026 (bring-down of representations and warranties contained in the Purchase Agreement).

12. Secretary's Certificate of Belmont Ridge Bank, National Association, dated February 24, 2026, certifying the incumbency of officers and the Bank's organizational documents.

13. Copy of the OCC Non-Objection Letter dated February 12, 2026 (OCC File No. 2026-SUB-0031), provided for reference.

The Bank will promptly provide the OCC with any additional documents or information that the OCC may request in connection with this Notification or the issuance of the Notes.

IX. OFFICERS' CERTIFICATION

We, the undersigned, duly authorized officers of Belmont Ridge Bank, National Association (OCC Charter No. 18742), hereby certify, on behalf of the Bank and not in our individual capacities, that:

(i) the subordinated notes described herein — the 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036, in the aggregate principal amount of $350,000,000 — were issued on February 24, 2026, in accordance in all material respects with the terms described in the Bank's notice to the OCC (OCC File No. 2026-SUB-0031) and the OCC's Non-Objection Letter dated February 12, 2026;

(ii) the information set forth in this post-issuance notification is true, correct, and complete in all material respects as of the date hereof;

(iii) the proceeds of the issuance will be applied as described herein and in the Original Notice;

(iv) the Bank has obtained all authorizations, approvals, and consents necessary for the issuance and sale of the Notes, including the approval of the Bank's Board of Directors and the OCC's Non-Objection Letter; and

(v) the Bank remains well-capitalized under all applicable regulatory capital standards following the issuance of the Notes.

This certification is made as of the date set forth below.

BELMONT RIDGE BANK, NATIONAL ASSOCIATION

By: ________

Name: Marcus D. Harrington

Title: Chief Executive Officer

Date: ________

BELMONT RIDGE BANK, NATIONAL ASSOCIATION

By: ________

Name: Priya Narasimhan

Title: Chief Financial Officer

Date: ________

X. CONTACT INFORMATION

For questions regarding this Notification, the issuance of the Notes, or any of the enclosed documents, please contact the following individuals:

Bank Contacts:

Diane K. Wexler General Counsel & Corporate Secretary Belmont Ridge Bank, National Association 600 Lexington Avenue, 38th Floor New York, New York 10022 Telephone: (212) 554-8100

Email: dwexler@belmontridgebank.com

Jonathan R. Talbott Treasurer Belmont Ridge Bank, National Association 600 Lexington Avenue, 38th Floor New York, New York 10022 Telephone: (212) 554-8247

Email: jtalbott@belmontridgebank.com

Outside Counsel:

Vivienne St. Claire Partner Calderwood & Harkness LLP One Liberty Plaza, 52nd Floor New York, New York 10006 Telephone: (212) 819-7300

Email: vstclaire@calderwoodharkness.com

The Bank appreciates the OCC's timely review and processing of the Original Notice and the issuance of the Non-Objection Letter, and the Bank will promptly respond to any questions or requests for additional information from the OCC in connection with this Notification.

Respectfully submitted,

BELMONT RIDGE BANK, NATIONAL ASSOCIATION

By its counsel,

CALDERWOOD & HARKNESS LLP

EXHIBIT/ENCLOSURE LIST

The following exhibits and enclosures are attached to, or delivered simultaneously with, this Post-Issuance Notification:

[Remainder of Page Intentionally Left Blank]

Item	Detail
Pricing Date	February 19, 2026
Closing Date (Issuance Date)	February 24, 2026
Issue Price	99.750% of par
Gross Proceeds	$349,125,000
Form	Global notes, book-entry only
Depository	The Depository Trust Company ("DTC") (Cede & Co., as nominee)
CUSIP	082651 AB7
ISIN	US082651AB73
Minimum Denomination	$150,000 and integral multiples of $1,000 in excess thereof
Rating Agency	Rating	Outlook
Meridian Ratings Group, Inc.	BBB	Stable
Archer Bond Analytics LLC	Baa2	Stable
Initial Purchaser	Allocation (%)	Discount Amount
Wainwright Zanthor & Co., LLC (Lead Bookrunner)	60%	$1,365,000
Redstone Capital Markets LLC (Co-Manager)	25%	$568,750
Kensington Hale Securities Inc. (Co-Manager)	15%	$341,250
Total	100%	$2,275,000
Expense Category	Payee	Estimated Amount
Issuer's Counsel — Legal Fees	Calderwood & Harkness LLP	$425,000
Initial Purchasers' Counsel — Legal Fees (reimbursed by BRB)	Pennfield & Associates LLP	$275,000
Trustee Acceptance and First-Year Fee	Brindoval Trust Company, N.A.	$35,000
Comfort Letter	Whitmore & Lathrop, P.C.	$85,000
Rating Agency Fees (Meridian and Archer combined)	Meridian Ratings Group, Inc. / Archer Bond Analytics LLC	$210,000
Printing and Production	Donnegan Financial Press Inc.	$45,000

Miscellaneous (blue sky, EDGAR filing, etc.)	Various	$75,000
Total Estimated Offering Expenses	$1,150,000
Item	Amount
Aggregate Principal Amount	$350,000,000
Issue Price (99.750% of par) — Gross Proceeds	$349,125,000
Less: Initial Purchasers' discount	($2,275,000)
Less: Estimated Offering Expenses	($1,150,000)
Estimated Net Proceeds to BRB	$345,700,000
Capital Measure	Amount / Ratio
Common Equity Tier 1 (CET1) Capital	$5,682,000,000 (est.)
Total Tier 1 Capital	$5,682,000,000 (est.)
Total Tier 2 Capital (pre-issuance)	$1,487,000,000 (est.)
Total Risk-Based Capital	$7,169,000,000 (est.)
Total Risk-Weighted Assets	$50,486,000,000 (est.)
CET1 Capital Ratio	11.3% (est.)
Tier 1 Capital Ratio	11.8%
Total Risk-Based Capital Ratio	14.2%
Total Consolidated Assets	$62.4 billion
Capital Measure	Pre-Issuance (12/31/2025)	Pro Forma (Post-Issuance)
CET1 Capital Ratio	11.3% (est.)	11.3% (est.) (no change)
Tier 1 Capital Ratio	11.8%	11.8% (no change)
Total Risk-Based Capital Ratio	14.2%	14.9% (est.)
Exhibit	Description
Exhibit A	Executed Indenture dated as of February 24, 2026, between BRB and Brindoval Trust Company, National Association (as Trustee), with form of Global Note as exhibit thereto
Exhibit B	Executed Purchase Agreement dated February 19, 2026, among BRB, Wainwright Zanthor & Co., LLC (as Representative), Redstone Capital Markets LLC, and Kensington Hale Securities Inc.

Exhibit C	Executed Registration Rights Agreement dated February 24, 2026, among BRB and the Initial Purchasers
Exhibit D	Final Confidential Offering Memorandum dated February 19, 2026
Exhibit E	Pricing Term Sheet dated February 19, 2026
Exhibit F	Certified Board Resolutions of Belmont Ridge Bank, National Association (adopted January 28, 2026)
Exhibit G	Certified Board Resolutions of Belmont Ridge Financial Group, Inc. (adopted January 28, 2026)
Exhibit H	Opinion of Issuer's Counsel — Corporate/Securities (Calderwood & Harkness LLP, dated February 24, 2026)
Exhibit I	Tax Opinion of Issuer's Counsel (Calderwood & Harkness LLP, dated February 24, 2026)
Exhibit J	Officer's Certificate of BRB (Bring-Down of Representations, dated February 24, 2026)
Exhibit K	Secretary's Certificate of BRB (dated February 24, 2026)
Exhibit L	Copy of OCC Non-Objection Letter (dated February 12, 2026; OCC File No. 2026-SUB-0031)

[DRAFT — Prepared by Calderwood & Harkness LLP for filing by Belmont Ridge Bank, National Association]
POST-ISSUANCE NOTIFICATION PURSUANT TO 12 C.F.R. § 5.47
6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 $350,000,000 Aggregate Principal Amount
Filed on Behalf of:
BELMONT RIDGE BANK, NATIONAL ASSOCIATION
OCC Charter No.: 18742 RSSD ID: 2847391 FDIC Certificate No.: 28463 EIN: 13-4827156
600 Lexington Avenue, 38th Floor New York, New York 10022
OCC File Reference: OCC File No. 2026-SUB-0031
Date of Notification: ____, 2026 (To be dated upon filing after closing; closing expected February 24, 2026)
____, 2026
Office of the Comptroller of the Currency Licensing Division 400 7th Street SW, Mail Stop 7E-12 Washington, DC 20219
Attention: Director, District Licensing
Re: Post-Issuance Notification Pursuant to 12 C.F.R. § 5.47 — Belmont Ridge Bank, National Association (OCC Charter No. 18742) — 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 — OCC File No. 2026-SUB-0031
Dear Sir or Madam:
Prepared by:
Calderwood & Harkness LLP One Liberty Plaza, 52nd Floor New York, New York 10006 Matter No. 1045-00001
Right-click to update Table of Contents
I. INTRODUCTION AND PURPOSE
Belmont Ridge Bank, National Association ("BRB" or the "Bank"), a national banking association duly organized and existing under the laws of the United States and chartered by the Office of the Comptroller of the Currency (the "OCC") pursuant to the National Bank Act, 12 U.S.C. §§ 21 et seq. (OCC Charter No. 18742), hereby respectfully submits this post-issuance notification (this "Notification") to the OCC pursuant to 12 C.F.R. § 5.47 and the requirements set forth in the OCC's Licensing Manual and related supervisory guidance.
This Notification is submitted in connection with the Bank's issuance on February 24, 2026 (the "Closing Date") of $350,000,000 in aggregate principal amount of its 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 (the "Notes"). The Notes were offered and sold in a private placement transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), to qualified institutional buyers pursuant to Rule 144A thereunder.
Prior to the issuance, the Bank filed a notice with the OCC regarding the proposed issuance of the Notes pursuant to 12 C.F.R. § 5.47 (the "Original Notice"). The Original Notice was assigned OCC File No. 2026-SUB-0031. On February 12, 2026, the OCC issued a letter of non-objection with respect to the proposed issuance (the "Non-Objection Letter"), a copy of which is enclosed herewith as Exhibit L. The Bank hereby confirms that the issuance of the Notes was completed on the Closing Date in accordance in all material respects with the terms and conditions described in the Original Notice and subject to the Non-Objection Letter.
This Notification is being filed within the time period prescribed by 12 C.F.R. § 5.47 and applicable OCC guidance following the closing of the issuance. The purpose of this Notification is to: (i) provide the OCC with the final terms and conditions of the Notes as issued on the Closing Date; (ii) enclose copies of the executed transaction documents and related materials delivered in connection with the closing; (iii) describe the use of proceeds from the issuance; (iv) set forth the pro forma capital impact of the issuance on BRB's regulatory capital ratios; and (v) certify that the Notes were issued in accordance with the terms described in the Original Notice and in compliance with applicable regulatory requirements, including those pertaining to the treatment of the Notes as Tier 2 capital under the OCC's capital adequacy regulations.
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Indenture dated as of February 24, 2026, between BRB and Brindoval Trust Company, National Association, as trustee (the "Indenture"), unless the context otherwise requires.
II. DESCRIPTION OF THE SECURITIES ISSUED
The following is a summary of the material terms and conditions of the Notes as issued on the Closing Date. This summary is qualified in its entirety by reference to the Indenture and the form of Global Note attached as an exhibit thereto, copies of which are enclosed with this Notification.
A. Title and Type
The full title of the securities issued is:
6.750% Fixed-to-Floating Rate Subordinated Notes due 2036
The Notes are subordinated unsecured debt obligations of the Bank. The Notes are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation (the "FDIC") or any other governmental agency or instrumentality. The Notes are intended to qualify as Tier 2 capital of the Bank under the OCC's regulatory capital rules set forth in 12 C.F.R. Part 3, which implement the Basel III capital framework as adopted by the United States federal banking agencies. The Bank believes that the Notes satisfy all of the criteria for inclusion in Tier 2 capital under 12 C.F.R. § 3.20(d), as more fully described in Section VII of this Notification.
B. Aggregate Principal Amount
The aggregate principal amount of the Notes issued on the Closing Date is:
$350,000,000
No additional Notes were issued at the closing, and the Bank does not currently intend to issue additional Notes under the Indenture, although the Indenture permits the issuance of additional notes of the same series from time to time, subject to applicable regulatory requirements, including the filing of a new notice or application with the OCC, as may be required.
C. Issuance and Settlement Details
The following sets forth the key issuance and settlement details of the Notes:
The Notes were issued in the form of one or more fully registered global notes without interest coupons, deposited with the Trustee as custodian for, and registered in the name of Cede & Co. as nominee of, DTC. Beneficial interests in the global notes are shown on, and transfers thereof are effected only through, records maintained by DTC and its participants. Individual definitive notes in certificated form will not be issued except in limited circumstances as specified in the Indenture.
The minimum denomination of $150,000 and integral multiples of $1,000 in excess thereof was established to ensure compliance with applicable requirements for subordinated debt instruments qualifying as Tier 2 capital and to reflect the institutional character of the offering.
D. Interest Rate Terms
The Notes bear interest as follows:
Fixed Rate Period. From the Closing Date to but excluding March 1, 2031 (the "Reset Date"), the Notes will bear interest at a fixed rate of 6.750% per annum. During the Fixed Rate Period, interest on the Notes will be payable semi-annually in arrears on March 1 and September 1 of each year (each, a "Fixed Rate Interest Payment Date"), commencing on September 1, 2026. The initial interest period will cover the period from and including February 24, 2026 to but excluding September 1, 2026. Interest for the Fixed Rate Period will be computed on the basis of a 360-day year consisting of twelve 30-day months.
Floating Rate Period. From and including March 1, 2031 (the Reset Date) to but excluding March 1, 2036 (the "Maturity Date"), the Notes will bear interest at a floating rate equal to Compounded SOFR plus 275 basis points per annum. "Compounded SOFR" means the Secured Overnight Financing Rate as published by the Federal Reserve Bank of New York (or a successor administrator), compounded in arrears in accordance with the conventions specified in the Indenture, which conventions are consistent with those recommended by the Alternative Reference Rates Committee. During the Floating Rate Period, interest on the Notes will be payable quarterly in arrears on March 1, June 1, September 1, and December 1 of each year (each, a "Floating Rate Interest Payment Date"), commencing on June 1, 2031. Interest for the Floating Rate Period will be computed on the basis of the actual number of days elapsed over a 360-day year.
Fixed-to-Floating Rate Reset Date. The fixed-to-floating rate reset will occur on March 1, 2031, which is the fifth anniversary of the first Fixed Rate Interest Payment Date.
The Indenture contains customary provisions relating to the determination and publication of Compounded SOFR, the appointment and replacement of a benchmark administrator, and benchmark replacement provisions in the event that SOFR is no longer available, all as more fully set forth in the Indenture enclosed herewith.
E. Maturity Date
The Notes will mature on March 1, 2036. The original maturity from the Closing Date to the Maturity Date is approximately ten (10) years and five (5) days, which exceeds the minimum original maturity of five (5) years required for subordinated debt instruments qualifying as Tier 2 capital under 12 C.F.R. § 3.20(d)(1)(iv).
The Notes are not subject to any mandatory sinking fund obligation. All outstanding principal, together with accrued and unpaid interest thereon, shall be payable on the Maturity Date.
F. Optional Redemption
The Notes are subject to optional redemption by the Bank as follows:
(i) Optional Tax Event or Regulatory Capital Treatment Event Redemption. The Bank may, at its option, redeem the Notes in whole (but not in part) at any time prior to the Reset Date upon the occurrence of a "Tax Event" or a "Regulatory Capital Treatment Event" (as each such term is defined in the Indenture), at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon to but excluding the date of redemption. Any such redemption is subject to the prior approval of the OCC.
(ii) Optional Redemption on or after the Reset Date. On or after March 1, 2031 (the Reset Date), the Bank may, at its option, redeem the Notes in whole or in part on any Interest Payment Date at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon to but excluding the date of redemption. Any such redemption is subject to the prior approval of the OCC.
The Bank acknowledges that any exercise of the optional redemption provisions described above will require the filing of a separate application or notice with, and receipt of prior written approval from, the OCC at the time any such redemption is contemplated, in accordance with 12 C.F.R. § 3.22(f) and other applicable regulatory requirements. No such application or notice has been filed as of the date of this Notification, and no decision to redeem the Notes has been made.
G. Ranking and Subordination
The Notes are subordinated unsecured obligations of the Bank and, upon the liquidation, dissolution, receivership, conservatorship, or winding up of the Bank, will rank as follows:
(i) Junior to all present and future senior indebtedness and general creditor claims of the Bank, including without limitation all deposits (whether insured or uninsured), obligations to the FDIC, obligations under Federal Home Loan Bank advances, federal funds purchased, securities sold under agreements to repurchase, and all other senior borrowings and senior unsecured obligations of the Bank, whether now outstanding or hereafter incurred;
(ii) Pari passu with (a) the Bank's existing 5.250% Subordinated Notes due 2027 ($200,000,000 aggregate principal amount outstanding as of the date hereof, issued on November 15, 2017, pursuant to an indenture dated as of November 15, 2017, between BRB and Brindoval Trust Company, National Association, as trustee) (the "Existing Subordinated Notes"), and (b) any other subordinated debt of the Bank hereafter issued on terms providing for pari passu ranking with the Notes;
(iii) Senior to any junior subordinated debt of the Bank and all classes of the Bank's equity, including common stock, preferred stock, and retained earnings.
Consistent with the requirements for Tier 2 capital under 12 C.F.R. Part 3, the Indenture provides that holders of the Notes shall have no right of acceleration of the principal of or interest on the Notes upon any payment default by the Bank. Acceleration of the Notes is permitted only upon the occurrence of certain insolvency-related events, specifically the appointment of a receiver or conservator for the Bank by the OCC or other appropriate federal or state banking authority or the entry of a decree or order for relief in respect of the Bank in an involuntary case under the federal Bankruptcy Code or any applicable federal or state banking law. This limitation on acceleration is required by and consistent with 12 C.F.R. § 3.20(d)(1)(v) for Tier 2 capital eligibility.
H. Securities Act Exemption and Offering Method
The Notes were offered and sold in a private placement transaction in the United States to qualified institutional buyers ("QIBs"), as defined in Rule 144A under the Securities Act, in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof and Rule 144A promulgated thereunder. The Notes were not offered or sold to the public in any jurisdiction and no general solicitation or general advertising was employed in connection with the offering.
The offering was a domestic-only offering. No tranche was offered pursuant to Regulation S under the Securities Act, and no sales were made to persons outside the United States.
The Notes are "exempted securities" for purposes of the Trust Indenture Act of 1939, as amended (the "TIA"), by virtue of Section 304(a)(4)(A) of the TIA, which exempts securities issued by a bank. Accordingly, the Indenture was not required to be, and was not, qualified under the TIA. Notwithstanding the foregoing, the Indenture contains customary provisions regarding the rights and duties of the Trustee and the protection of the holders of the Notes.
The Initial Purchasers purchased the Notes from the Bank pursuant to the Purchase Agreement described in Section III(C) below and resold the Notes to QIBs in reliance on Rule 144A. The Notes bear customary transfer restriction legends as set forth in the Indenture and the global notes. The Registration Rights Agreement described in Section VIII below provides for certain registration rights in favor of the holders of the Notes under limited circumstances.
III. PARTIES TO THE TRANSACTION
A. Issuer
Belmont Ridge Bank, National Association OCC Charter No.: 18742 RSSD ID: 2847391 FDIC Certificate No.: 28463 EIN: 13-4827156 600 Lexington Avenue, 38th Floor New York, New York 10022
BRB is a national banking association organized and existing under the laws of the United States pursuant to the National Bank Act. The Bank is engaged in commercial banking, wealth management, digital banking, and related financial services activities, and is supervised by the OCC as its primary federal regulator. The Bank's deposit accounts are insured by the FDIC up to the applicable statutory limits. As of December 31, 2025, the Bank had total consolidated assets of approximately $62.4 billion.
B. Parent Holding Company
Belmont Ridge Financial Group, Inc. A Delaware corporation EIN: 13-4827099 600 Lexington Avenue, 38th Floor New York, New York 10022
Belmont Ridge Financial Group, Inc. ("BRFG") is a bank holding company registered under the Bank Holding Company Act of 1956, as amended, and is the sole shareholder of BRB. BRFG is supervised by the Board of Governors of the Federal Reserve System. BRFG is not an obligor, guarantor, or co-issuer with respect to the Notes. The Notes are solely obligations of BRB. However, the Board of Directors of BRFG adopted resolutions on January 28, 2026, acknowledging and consenting to the issuance of the Notes by BRB, a certified copy of which is enclosed as Exhibit G. BRFG will reflect the impact of the Notes issuance on BRB's regulatory capital in BRFG's applicable consolidated regulatory filings, including the FR Y-9C reports filed with the Federal Reserve.
C. Initial Purchasers
The Notes were purchased from the Bank by the following initial purchasers (collectively, the "Initial Purchasers") pursuant to the Purchase Agreement dated February 19, 2026:
(i) Wainwright Zanthor & Co., LLC — Lead Initial Purchaser and Lead Bookrunner 383 Madison Avenue New York, New York 10179 Delaware limited liability company; SEC-registered broker-dealer (CRD No. 7521); FINRA member Commitment: $210,000,000 (60% of aggregate principal amount)
(ii) Redstone Capital Markets LLC — Co-Manager 200 Park Avenue, Suite 4500 New York, New York 10166 Delaware limited liability company; SEC-registered broker-dealer (CRD No. 14832); FINRA member Commitment: $87,500,000 (25% of aggregate principal amount)
(iii) Kensington Hale Securities Inc. — Co-Manager One World Financial Center, Suite 2700 New York, New York 10281 New York corporation; SEC-registered broker-dealer (CRD No. 9246); FINRA member Commitment: $52,500,000 (15% of aggregate principal amount)
Wainwright Zanthor & Co., LLC acted as the representative of the Initial Purchasers in connection with the offering. The economic terms of the offering, including the initial purchasers' discount and allocation of commitments, are set forth in the Purchase Agreement enclosed as Exhibit B.
D. Trustee, Paying Agent, Registrar, and Transfer Agent
Brindoval Trust Company, National Association Corporate Trust Office: 100 Federal Street, Suite 800 Boston, Massachusetts 02110 DTC Participant No.: 0447
Brindoval Trust Company, National Association (the "Trustee") serves as trustee, paying agent, registrar, and transfer agent for the Notes under the Indenture. Brindoval Trust Company, National Association is a national banking association organized and existing under the laws of the United States and is qualified to serve as trustee under the Indenture. The Trustee has no material relationship with BRB other than in its capacity as trustee under the Indenture and the separate indenture governing the Existing Subordinated Notes.
E. Rating Agencies
The Notes have been assigned the following credit ratings by nationally recognized statistical rating organizations:
These ratings reflect only the views of the respective rating agencies and are not recommendations to purchase, hold, or sell the Notes. Each rating is subject to revision, suspension, or withdrawal at any time by the assigning rating agency. The Bank has been advised by each rating agency that the ratings were assigned based on the terms and conditions of the Notes and the Bank's financial condition and operations as of or about the Pricing Date.
F. Counsel
Issuer's Counsel: Calderwood & Harkness LLP One Liberty Plaza, 52nd Floor New York, New York 10006 Matter No. 1045-00001
Initial Purchasers' Counsel: Pennfield & Associates LLP 1585 Broadway, 30th Floor New York, New York 10036
Calderwood & Harkness LLP rendered its corporate and securities opinion and its tax opinion in connection with the closing, copies of which are enclosed as Exhibits H and I, respectively. Pennfield & Associates LLP provided legal counsel to the Initial Purchasers in connection with the negotiation and execution of the transaction documents.
G. Independent Auditors
Whitmore & Lathrop, P.C. 30 Rockefeller Plaza, 25th Floor New York, New York 10112
Whitmore & Lathrop, P.C., the Bank's independent registered public accounting firm, delivered a comfort letter to the Initial Purchasers in connection with the offering, as required by the Purchase Agreement. Whitmore & Lathrop, P.C. audited the financial statements of BRB for the fiscal year ended December 31, 2025, which are included in the Confidential Offering Memorandum.
IV. USE OF PROCEEDS
The aggregate principal amount of the Notes issued on the Closing Date was $350,000,000. The Notes were issued at a price of 99.750% of par, resulting in gross proceeds to the Bank of $349,125,000. After deducting the initial purchasers' discount of $2,275,000 and estimated offering expenses of approximately $1,150,000, the net proceeds to BRB are approximately $345,700,000.
The Bank intends to use the net proceeds from the issuance of the Notes for general corporate purposes. In particular, the Bank expects that a significant portion of the proceeds will be deployed to support the continued development and expansion of the Bank's digital banking platform, known as BRB Digital, which provides deposit-gathering, consumer lending, and treasury management services through the Bank's proprietary mobile and web-based technology infrastructure. BRB Digital has experienced significant customer and deposit growth since its launch in 2023, and the Bank anticipates that additional capital will be needed to support the continued balance sheet expansion associated with this initiative.
In addition, the Bank may use a portion of the proceeds to fund the potential future redemption of BRB's Existing Subordinated Notes — the Bank's 5.250% Subordinated Notes due 2027, of which $200,000,000 in aggregate principal amount remains outstanding. The Existing Subordinated Notes mature on November 15, 2027, and are callable at par plus accrued interest on or after November 15, 2022 (subject to prior OCC approval). As of the date of this Notification, no formal redemption notice has been given with respect to the Existing Subordinated Notes, and no application for OCC approval of any such redemption has been filed. Any future decision to redeem the Existing Subordinated Notes will be made by the Bank's Board of Directors and management in light of prevailing market conditions, the Bank's capital needs, and applicable regulatory requirements at the time, and will be subject to the filing of a separate application or notice with, and receipt of prior written approval from, the OCC.
Pending application of the net proceeds as described above, the Bank may invest the proceeds in short-term liquid investments, including U.S. Treasury securities, federal agency obligations, and other investment-grade instruments, consistent with the Bank's investment policy and applicable regulatory guidelines.
V. FEES AND EXPENSES
The following is a summary of the fees and expenses incurred or to be incurred by BRB in connection with the issuance of the Notes.
A. Initial Purchasers' discount
The aggregate initial purchasers' discount is equal to 0.650% of the aggregate principal amount of the Notes, or $2,275,000. The allocation of the discount among the Initial Purchasers is as follows:
The initial purchasers' discount represents the difference between the price at which the Initial Purchasers purchased the Notes from BRB and the initial resale price at which the Initial Purchasers offered the Notes to QIBs in the secondary market. The discount was determined through arm's-length negotiation between BRB and the Initial Purchasers and is reflected in the Purchase Agreement enclosed as Exhibit B.
B. Estimated Offering Expenses (Excluding Initial Purchasers' discount)
In addition to the initial purchasers' discount, BRB has incurred or will incur the following estimated offering expenses in connection with the issuance. All expenses listed below are borne by BRB.
C. Summary of Proceeds
The Bank confirms that the fees and expenses described above are consistent in all material respects with the estimated fees and expenses disclosed in the Original Notice filed with the OCC.
VI. PRO FORMA CAPITAL IMPACT
A. Intended Capital Treatment
The Notes are intended to qualify as Tier 2 capital of BRB under the OCC's capital adequacy regulations set forth in 12 C.F.R. Part 3, which implement the Basel III capital framework. The Bank has structured the Notes to comply with the requirements of 12 C.F.R. § 3.20(d), and the Bank believes the Notes satisfy all of the criteria for inclusion in Tier 2 capital. The specific Tier 2 eligibility features of the Notes are discussed in greater detail in Section VII below.
The full principal amount of the Notes ($350,000,000) will be includable in Tier 2 capital as of the Closing Date, subject to the amortization provisions set forth in 12 C.F.R. § 3.20(d)(1)(iv), which require a straight-line amortization of the includable amount during the final five years of the instrument's remaining term. Because the Notes have an original maturity of approximately ten years, no amortization is required until March 1, 2031 (five years prior to the Maturity Date), at which point the includable amount will amortize by 20% per year over the remaining five years.
B. Capital Ratios as of December 31, 2025 (Pre-Issuance)
The following sets forth BRB's regulatory capital ratios as reported on the Bank's Consolidated Reports of Condition and Income (Call Report) as of December 31, 2025, the most recent reporting date prior to the issuance:
Note: The CET1 capital ratio and individual capital component amounts set forth above are estimates derived from the Bank's Call Report data and are presented for informational purposes. The Tier 1 Capital Ratio of 11.8% and the Total Risk-Based Capital Ratio of 14.2% are consistent with the Bank's reported Call Report data as of December 31, 2025.
C. Pro Forma Impact of the Issuance
On a pro forma basis, giving effect to the issuance of $350,000,000 in aggregate principal amount of the Notes and the inclusion of such amount in Tier 2 capital as of the Closing Date (prior to any amortization), the Bank's estimated pro forma regulatory capital ratios are as follows:
Note: The pro forma Total Risk-Based Capital Ratio of approximately 14.9% reflects the addition of $350,000,000 to Tier 2 capital, divided by estimated total risk-weighted assets of approximately $50,486,000,000. The actual pro forma ratio may differ due to changes in the Bank's risk-weighted assets and other capital components between December 31, 2025 and the Closing Date. The Tier 1 Capital Ratio is unaffected because the Notes qualify as Tier 2, not Tier 1, capital.
D. Well-Capitalized Status
Following the issuance of the Notes, BRB remains well-capitalized under all applicable OCC, FDIC, and federal banking regulatory capital standards. Specifically, the Bank's capital ratios, both before and after the issuance, exceed the minimum requirements for well-capitalized status under the OCC's Prompt Corrective Action ("PCA") framework (12 C.F.R. § 6.4), including a CET1 Capital Ratio of at least 6.5%, a Tier 1 Capital Ratio of at least 8.0%, and a Total Risk-Based Capital Ratio of at least 10.0%. The Bank also exceeds the capital conservation buffer requirements under 12 C.F.R. § 3.11.
E. Holding Company Reporting
BRFG, as the parent holding company of BRB, will reflect the impact of the Notes issuance on BRB's Tier 2 capital in BRFG's applicable consolidated regulatory reports, including the FR Y-9C Consolidated Financial Statements for Holding Companies filed with the Board of Governors of the Federal Reserve System. The next regularly scheduled FR Y-9C filing by BRFG will be for the reporting period ending March 31, 2026, and is expected to reflect the Notes as outstanding Tier 2 capital of BRB.
VII. CONFIRMATION OF COMPLIANCE WITH ORIGINAL NOTICE
A. Certification of Compliance
The Bank hereby certifies that the subordinated notes described herein were issued on the Closing Date of February 24, 2026, in all material respects in accordance with the terms and conditions described in the Bank's Original Notice filed with the OCC (OCC File No. 2026-SUB-0031), which received a Non-Objection Letter from the OCC dated February 12, 2026. A copy of the Non-Objection Letter is enclosed with this Notification as Exhibit L.
B. Confirmation of Terms
The Bank confirms that no material changes were made to the terms of the Notes from those described in the Original Notice, except for the final pricing terms, which were determined on the Pricing Date of February 19, 2026, as is customary in subordinated debt offerings of this type. The final pricing terms, which were not yet determined at the time of the Original Notice, are as follows:
•  Fixed Rate Coupon: 6.750% per annum (the Original Notice indicated an expected range of 6.500% – 7.000%)
•  Issue Price: 99.750% of par (the Original Notice indicated an expected range of approximately 99.500% – 100.000%)
•  SOFR Spread (Floating Rate Period): Compounded SOFR plus 275 basis points (the Original Notice indicated an expected spread of approximately 250 – 300 basis points)
•  Pricing Date: February 19, 2026
•  Closing Date: February 24, 2026 (the Original Notice indicated a targeted closing during the week of February 24, 2026)
All other material terms of the Notes, including the aggregate principal amount, the maturity date, the subordination provisions, the optional redemption provisions, the ranking, and the restrictions on acceleration, are as described in the Original Notice without material change.
C. Tier 2 Capital Eligibility
The Bank further confirms that the Notes include all features required for Tier 2 capital treatment under 12 C.F.R. § 3.20(d), specifically:
(i) Minimum Original Maturity. The Notes have an original maturity of approximately ten (10) years (Maturity Date: March 1, 2036), which exceeds the minimum original maturity of five (5) years required by 12 C.F.R. § 3.20(d)(1)(iv). The includable amount of the Notes will be subject to straight-line amortization during the last five years of the Notes' remaining maturity, beginning on March 1, 2031.
(ii) Subordination. The Notes are subordinated to all senior indebtedness and deposits of the Bank, as described in Section II(G) above and as set forth in the Indenture. This subordination is consistent with the requirements of 12 C.F.R. § 3.20(d)(1)(ii).
(iii) No Acceleration Rights (Except for Insolvency Events). The Notes do not provide holders with a right to accelerate future scheduled payments of principal or interest except upon the occurrence of certain insolvency-related events (specifically, the appointment of a receiver or conservator for the Bank or the entry of an order for relief in an involuntary insolvency proceeding). This limitation is consistent with 12 C.F.R. § 3.20(d)(1)(v).
(iv) Optional Redemption Subject to OCC Approval. The optional redemption provisions of the Notes are expressly conditioned on the Bank's receipt of prior written approval from the OCC, as required by 12 C.F.R. § 3.22(f). The Notes are not redeemable at the option of the holders at any time.
(v) No Credit-Sensitive Features. The Notes do not include any credit-sensitive coupon, dividend, or other payment feature that is linked to the creditworthiness of the Bank. The fixed-to-floating rate feature is based solely on the passage of time and a reference to the risk-free SOFR benchmark, and is not tied to the credit condition of the Bank. The Notes do not contain any provision that permits or requires the conversion of the Notes into equity upon the occurrence of a credit event or deterioration in the Bank's financial condition.
(vi) Not Funded by the Bank. The Bank has not directly or indirectly funded the purchase of the Notes. The Notes were sold to unaffiliated QIBs in an arm's-length transaction through the Initial Purchasers.
(vii) Issuance Under Governing Law. The Notes were issued pursuant to the Indenture governed by the laws of the State of New York, and all conditions precedent to the issuance, including the receipt of the OCC's Non-Objection Letter, have been satisfied.
Based on the foregoing, the Bank believes that the Notes satisfy all applicable requirements for inclusion in Tier 2 capital under 12 C.F.R. Part 3 and the OCC's related supervisory guidance.
VIII. EXECUTED TRANSACTION DOCUMENTS (ENCLOSURES)
The following executed transaction documents and related materials are enclosed with this Notification or are being provided under separate cover simultaneously herewith. The Bank respectfully requests that these documents be treated as confidential supervisory information to the extent permitted by applicable law and OCC policy.
1. Executed Indenture dated as of February 24, 2026, between Belmont Ridge Bank, National Association, as issuer, and Brindoval Trust Company, National Association, as trustee (together with the form of Rule 144A Global Note attached as Exhibit A thereto).
2. Form of Rule 144A Global Note (included as an exhibit to the Indenture referenced in item 1 above).
3. Executed Purchase Agreement dated February 19, 2026, among Belmont Ridge Bank, National Association, Wainwright Zanthor & Co., LLC (as Representative of the Initial Purchasers), Redstone Capital Markets LLC, and Kensington Hale Securities Inc.
4. Executed Registration Rights Agreement dated February 24, 2026, among Belmont Ridge Bank, National Association and the Initial Purchasers.
5. Final Confidential Offering Memorandum dated February 19, 2026, relating to the Notes.
6. Pricing Term Sheet dated February 19, 2026.
7. Certified copy of the Board Resolutions of Belmont Ridge Bank, National Association, adopted on January 28, 2026, authorizing the issuance of the Notes and the execution and delivery of the related transaction documents.
8. Certified copy of the Board Resolutions of Belmont Ridge Financial Group, Inc., adopted on January 28, 2026, acknowledging and consenting to the issuance of the Notes by BRB.
9. Opinion of Calderwood & Harkness LLP (Corporate/Securities) dated February 24, 2026, delivered to the Initial Purchasers in connection with the closing.
10. Tax Opinion of Calderwood & Harkness LLP dated February 24, 2026, regarding the treatment of the Notes as indebtedness for U.S. federal income tax purposes.
11. Officer's Certificate of Belmont Ridge Bank, National Association, dated February 24, 2026 (bring-down of representations and warranties contained in the Purchase Agreement).
12. Secretary's Certificate of Belmont Ridge Bank, National Association, dated February 24, 2026, certifying the incumbency of officers and the Bank's organizational documents.
13. Copy of the OCC Non-Objection Letter dated February 12, 2026 (OCC File No. 2026-SUB-0031), provided for reference.
The Bank will promptly provide the OCC with any additional documents or information that the OCC may request in connection with this Notification or the issuance of the Notes.
IX. OFFICERS' CERTIFICATION
We, the undersigned, duly authorized officers of Belmont Ridge Bank, National Association (OCC Charter No. 18742), hereby certify, on behalf of the Bank and not in our individual capacities, that:
(i) the subordinated notes described herein — the 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036, in the aggregate principal amount of $350,000,000 — were issued on February 24, 2026, in accordance in all material respects with the terms described in the Bank's notice to the OCC (OCC File No. 2026-SUB-0031) and the OCC's Non-Objection Letter dated February 12, 2026;
(ii) the information set forth in this post-issuance notification is true, correct, and complete in all material respects as of the date hereof;
(iii) the proceeds of the issuance will be applied as described herein and in the Original Notice;
(iv) the Bank has obtained all authorizations, approvals, and consents necessary for the issuance and sale of the Notes, including the approval of the Bank's Board of Directors and the OCC's Non-Objection Letter; and
(v) the Bank remains well-capitalized under all applicable regulatory capital standards following the issuance of the Notes.
This certification is made as of the date set forth below.
BELMONT RIDGE BANK, NATIONAL ASSOCIATION
By: ________
Name: Marcus D. Harrington
Title: Chief Executive Officer
Date: ________
BELMONT RIDGE BANK, NATIONAL ASSOCIATION
By: ________
Name: Priya Narasimhan
Title: Chief Financial Officer
Date: ________
X. CONTACT INFORMATION
For questions regarding this Notification, the issuance of the Notes, or any of the enclosed documents, please contact the following individuals:
Bank Contacts:
Diane K. Wexler General Counsel & Corporate Secretary Belmont Ridge Bank, National Association 600 Lexington Avenue, 38th Floor New York, New York 10022 Telephone: (212) 554-8100
Email: dwexler@belmontridgebank.com
Jonathan R. Talbott Treasurer Belmont Ridge Bank, National Association 600 Lexington Avenue, 38th Floor New York, New York 10022 Telephone: (212) 554-8247
Email: jtalbott@belmontridgebank.com
Outside Counsel:
Vivienne St. Claire Partner Calderwood & Harkness LLP One Liberty Plaza, 52nd Floor New York, New York 10006 Telephone: (212) 819-7300
Email: vstclaire@calderwoodharkness.com
The Bank appreciates the OCC's timely review and processing of the Original Notice and the issuance of the Non-Objection Letter, and the Bank will promptly respond to any questions or requests for additional information from the OCC in connection with this Notification.
Respectfully submitted,
BELMONT RIDGE BANK, NATIONAL ASSOCIATION
By its counsel,
CALDERWOOD & HARKNESS LLP
EXHIBIT/ENCLOSURE LIST
The following exhibits and enclosures are attached to, or delivered simultaneously with, this Post-Issuance Notification:
[Remainder of Page Intentionally Left Blank]
Item | Detail
Pricing Date | February 19, 2026
Closing Date (Issuance Date) | February 24, 2026
Issue Price | 99.750% of par
Gross Proceeds | $349,125,000
Form | Global notes, book-entry only
Depository | The Depository Trust Company ("DTC") (Cede & Co., as nominee)
CUSIP | 082651 AB7
ISIN | US082651AB73
Minimum Denomination | $150,000 and integral multiples of $1,000 in excess thereof
Rating Agency | Rating | Outlook
Meridian Ratings Group, Inc. | BBB | Stable
Archer Bond Analytics LLC | Baa2 | Stable
Initial Purchaser | Allocation (%) | Discount Amount
Wainwright Zanthor & Co., LLC (Lead Bookrunner) | 60% | $1,365,000
Redstone Capital Markets LLC (Co-Manager) | 25% | $568,750
Kensington Hale Securities Inc. (Co-Manager) | 15% | $341,250
Total | 100% | $2,275,000
Expense Category | Payee | Estimated Amount
Issuer's Counsel — Legal Fees | Calderwood & Harkness LLP | $425,000
Initial Purchasers' Counsel — Legal Fees (reimbursed by BRB) | Pennfield & Associates LLP | $275,000
Trustee Acceptance and First-Year Fee | Brindoval Trust Company, N.A. | $35,000
Comfort Letter | Whitmore & Lathrop, P.C. | $85,000
Rating Agency Fees (Meridian and Archer combined) | Meridian Ratings Group, Inc. / Archer Bond Analytics LLC | $210,000
Printing and Production | Donnegan Financial Press Inc. | $45,000
Miscellaneous (blue sky, EDGAR filing, etc.) | Various | $75,000
Total Estimated Offering Expenses | $1,150,000
Item | Amount
Aggregate Principal Amount | $350,000,000
Issue Price (99.750% of par) — Gross Proceeds | $349,125,000
Less: Initial Purchasers' discount | ($2,275,000)
Less: Estimated Offering Expenses | ($1,150,000)
Estimated Net Proceeds to BRB | $345,700,000
Capital Measure | Amount / Ratio
Common Equity Tier 1 (CET1) Capital | $5,682,000,000 (est.)
Total Tier 1 Capital | $5,682,000,000 (est.)
Total Tier 2 Capital (pre-issuance) | $1,487,000,000 (est.)
Total Risk-Based Capital | $7,169,000,000 (est.)
Total Risk-Weighted Assets | $50,486,000,000 (est.)
CET1 Capital Ratio | 11.3% (est.)
Tier 1 Capital Ratio | 11.8%
Total Risk-Based Capital Ratio | 14.2%
Total Consolidated Assets | $62.4 billion
Capital Measure | Pre-Issuance (12/31/2025) | Pro Forma (Post-Issuance)
CET1 Capital Ratio | 11.3% (est.) | 11.3% (est.) (no change)
Tier 1 Capital Ratio | 11.8% | 11.8% (no change)
Total Risk-Based Capital Ratio | 14.2% | 14.9% (est.)
Exhibit | Description
Exhibit A | Executed Indenture dated as of February 24, 2026, between BRB and Brindoval Trust Company, National Association (as Trustee), with form of Global Note as exhibit thereto
Exhibit B | Executed Purchase Agreement dated February 19, 2026, among BRB, Wainwright Zanthor & Co., LLC (as Representative), Redstone Capital Markets LLC, and Kensington Hale Securities Inc.
Exhibit C | Executed Registration Rights Agreement dated February 24, 2026, among BRB and the Initial Purchasers
Exhibit D | Final Confidential Offering Memorandum dated February 19, 2026
Exhibit E | Pricing Term Sheet dated February 19, 2026
Exhibit F | Certified Board Resolutions of Belmont Ridge Bank, National Association (adopted January 28, 2026)
Exhibit G | Certified Board Resolutions of Belmont Ridge Financial Group, Inc. (adopted January 28, 2026)
Exhibit H | Opinion of Issuer's Counsel — Corporate/Securities (Calderwood & Harkness LLP, dated February 24, 2026)
Exhibit I | Tax Opinion of Issuer's Counsel (Calderwood & Harkness LLP, dated February 24, 2026)
Exhibit J | Officer's Certificate of BRB (Bring-Down of Representations, dated February 24, 2026)
Exhibit K | Secretary's Certificate of BRB (dated February 24, 2026)
Exhibit L | Copy of OCC Non-Objection Letter (dated February 12, 2026; OCC File No. 2026-SUB-0031)

[DRAFT — Prepared by Calderwood & Harkness LLP for filing by Belmont Ridge Bank, National Association]

BELMONT RIDGE BANK, NATIONAL ASSOCIATION

I. INTRODUCTION AND PURPOSE

II. DESCRIPTION OF THE SECURITIES ISSUED

III. PARTIES TO THE TRANSACTION

IV. USE OF PROCEEDS

V. FEES AND EXPENSES

VI. PRO FORMA CAPITAL IMPACT

VII. CONFIRMATION OF COMPLIANCE WITH ORIGINAL NOTICE

VIII. EXECUTED TRANSACTION DOCUMENTS (ENCLOSURES)

IX. OFFICERS' CERTIFICATION

BELMONT RIDGE BANK, NATIONAL ASSOCIATION

BELMONT RIDGE BANK, NATIONAL ASSOCIATION

X. CONTACT INFORMATION

BELMONT RIDGE BANK, NATIONAL ASSOCIATION

CALDERWOOD & HARKNESS LLP

EXHIBIT/ENCLOSURE LIST

Record

Parties

Dates

Amounts