DRAFT — Prepared for Filing by Belmont Ridge Bank, National Association Calderwood & Harkness LLP — Matter No. 1045-00001 Prepared by Eric Johannsen and Claire Dempsey; Reviewed by Vivienne St. Claire
NOTICE OF INTENT TO ISSUE SUBORDINATED DEBT PURSUANT TO 12 C.F.R. § 5.47
Filed by Belmont Ridge Bank, National Association OCC Charter No. 18742
January 24, 2026
Office of the Comptroller of the Currency Licensing Division 400 7th Street SW Washington, D.C. 20219
Re: Application / Notice under 12 C.F.R. § 5.47 — Issuance of Subordinated Debt by Belmont Ridge Bank, National Association (OCC Charter No. 18742)
Dear Sir or Madam:
I. COVER LETTER
A. Introductory Paragraph
Belmont Ridge Bank, National Association ("BRB" or the "Bank"), OCC Charter No. 18742, RSSD ID 2847391, FDIC Certificate No. 28463, hereby submits this notice to the Office of the Comptroller of the Currency (the "OCC") pursuant to 12 C.F.R. § 5.47 in connection with the Bank's proposed issuance of subordinated debt securities. BRB is a nationally chartered commercial bank organized and existing under the laws of the United States, with its principal executive offices located at 600 Lexington Avenue, 38th Floor, New York, New York 10022.
By this notice, BRB seeks to issue up to Three Hundred Fifty Million Dollars ($350,000,000) in aggregate principal amount of 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 (the "Notes"), which are intended to qualify as Tier 2 capital of the Bank under 12 C.F.R. Part 3. The Bank respectfully submits this notice and requests that the OCC issue a letter of non-objection to the proposed issuance as described herein.
The Bank has prepared this notice and the accompanying exhibits in accordance with the filing requirements set forth in 12 C.F.R. § 5.47 and the OCC's Licensing Manual, including the guidance provided in the booklet entitled "Capital and Dividends." The Bank believes that the proposed issuance is consistent with the safety and soundness of the Bank and will strengthen the Bank's capital position by augmenting its Tier 2 capital.
B. Contact Information
The primary contact for the Bank with respect to this notice and any related matters is:
Diane K. Wexler General Counsel & Corporate Secretary Belmont Ridge Bank, National Association 600 Lexington Avenue, 38th Floor New York, New York 10022 Telephone: (212) 554-8800
Email: dwexler@belmontridgebank.com
Outside counsel for the Bank in connection with this filing and the proposed transaction is:
Vivienne St. Claire, Partner Calderwood & Harkness LLP One Liberty Plaza, 52nd Floor New York, New York 10006 Telephone: (212) 819-7200
Email: vstclaire@calderwoodharkness.com
Matter No. 1045-00001
The Bank respectfully requests that all correspondence, questions, and communications regarding this notice be directed to both Ms. Wexler and Ms. St. Claire at the addresses set forth above.
C. Nature of Filing
This notice is submitted pursuant to 12 C.F.R. § 5.47, which requires a national bank to file a notice with the OCC prior to the issuance of subordinated debt that the bank intends to include in its regulatory capital. BRB is an "eligible bank" as that term is defined in 12 C.F.R. § 5.3. Specifically, BRB is (i) well-capitalized, as defined under the prompt corrective action framework of 12 C.F.R. Part 6, (ii) well-managed, having received composite and management ratings of "1" or "2" in its most recent examination, and (iii) not subject to any formal or informal supervisory enforcement action, including any written agreement, cease-and-desist order, capital directive, or prompt corrective action directive issued by the OCC, the FDIC, or any other federal or state banking regulator. Accordingly, BRB submits this filing as a notice rather than an application, and respectfully seeks a letter of non-objection from the OCC with respect to the proposed issuance.
The Bank is aware that the OCC generally acts on a notice filing within twenty (20) calendar days of receipt and requests that the OCC process this notice as expeditiously as practicable. The Bank anticipates pricing the Notes on or about February 19, 2026, and closing the offering on or about February 24, 2026, as described more fully in Section III.D below. The Bank will not consummate the issuance unless and until a non-objection has been received from the OCC.
D. Enclosed Materials
This notice is accompanied by the following exhibits and enclosures, each of which is incorporated herein by reference:
Exhibit A — Draft Term Sheet summarizing all material economic and structural terms of the proposed Notes;
Exhibit B — Draft Form of Indenture (Summary of Key Terms) reflecting the principal provisions of the indenture to be entered into between BRB and the trustee in connection with the proposed issuance;
Exhibit C — Pro Forma Capital Calculations reflecting the Bank's capital ratios as of December 31, 2025, and the anticipated pro forma impact of the proposed issuance on those capital ratios;
Exhibit D — Excerpts from the Bank's most recently filed Call Report (Schedule RC-R — Regulatory Capital) as of December 31, 2025; and
Exhibit E — Simplified Organizational Chart depicting the relationship between the Bank and its sole shareholder, Belmont Ridge Financial Group, Inc.
The Bank notes that corporate authorization documentation, in the form of certified copies of resolutions adopted by the Board of Directors of BRB and the Board of Directors of Belmont Ridge Financial Group, Inc. (the "Parent"), will be provided to the OCC as a supplement to this filing prior to the closing of the offering, or upon request of the OCC. A certification of such authorization is provided in Section VIII below.
II. DESCRIPTION OF THE APPLICANT BANK
A. General Information
The following sets forth certain identifying information with respect to the Bank:
BRB is a wholly owned subsidiary of Belmont Ridge Financial Group, Inc. ("BRFG" or the "Parent"), a Delaware corporation and bank holding company registered under the Bank Holding Company Act of 1956, as amended. BRFG's principal executive offices are also located at 600 Lexington Avenue, 38th Floor, New York, New York 10022. BRFG's Employer Identification Number is 13-4827099. BRFG's common stock is listed on the New York Stock Exchange under the ticker symbol "BRBK." BRFG is the sole shareholder of BRB, holding 100% of BRB's issued and outstanding capital stock.
B. Business Overview
BRB is a diversified, full-service commercial bank and is ranked among the top twenty-five U.S. commercial banks by total assets. The Bank's principal business activities include:
(i) Commercial Lending: BRB maintains a broad commercial lending platform, including commercial and industrial lending, commercial real estate lending (both owner-occupied and investor), asset-based lending, and syndicated loan participation. The Bank's commercial loan portfolio totaled approximately $28.7 billion as of December 31, 2025.
(ii) Consumer Banking: BRB offers a full suite of consumer banking products and services, including residential mortgage lending, home equity lending, automobile and recreational vehicle financing, personal credit facilities, and deposit products (checking, savings, money market, and certificates of deposit). The Bank operates approximately 185 retail banking offices across the northeastern United States and mid-Atlantic region.
(iii) Wealth Management: Through its Belmont Ridge Wealth Advisors division, the Bank provides investment management, trust and fiduciary services, financial planning, and private banking services to high-net-worth individuals, families, and institutional clients. Assets under management totaled approximately $14.6 billion as of December 31, 2025.
(iv) BRB Digital Platform: The Bank has invested significantly in recent years in building its digital banking capabilities under the BRB Digital brand. The BRB Digital platform encompasses mobile and online banking services, digital account origination, embedded finance solutions, and a suite of application programming interfaces (APIs) offered to fintech and corporate partners. BRB Digital has experienced significant growth and serves approximately 1.2 million active digital users.
As of December 31, 2025, the Bank reported total consolidated assets of approximately $62.4 billion, total deposits of approximately $47.8 billion, total loans and leases (net) of approximately $41.3 billion, and total shareholders' equity of approximately $5.9 billion. The approximate market capitalization of BRFG (the Parent) was $8.2 billion as of February 2026, based on the closing price of BRFG's common stock on the New York Stock Exchange.
The Bank's senior executive officers are as follows:
C. Regulatory Standing
BRB is well-capitalized under the prompt corrective action framework of 12 C.F.R. Part 6, as reflected by the capital ratios set forth in Section II.D below. The Bank has been continuously classified as "well-capitalized" for each quarterly reporting period during the five-year period preceding the date of this notice.
BRB is not subject to any formal or informal supervisory enforcement action of any kind, including, without limitation, any consent order, cease-and-desist order, written agreement, capital directive, safety and soundness order, or prompt corrective action directive, issued by the OCC, the FDIC, or any other federal or state banking regulatory authority. The Bank has not been the subject of any such action during the three-year period preceding the date of this notice.
BRB received a composite CAMELS rating of "2" and a management component rating of "2" in its most recent safety and soundness examination conducted by the OCC. The Bank has maintained a Community Reinvestment Act ("CRA") performance evaluation rating of "Satisfactory" or better in each of its most recent CRA examinations, consistent with the representations required for eligible bank status under 12 C.F.R. § 5.3.
D. Current Capital Position (as of December 31, 2025)
Based on the Bank's most recently filed Call Report (FFIEC 031) as of December 31, 2025, BRB's capital ratios are as follows:
As the foregoing table indicates, BRB exceeds all minimum capital requirements and all "well-capitalized" thresholds under 12 C.F.R. Part 3 and the prompt corrective action framework of 12 C.F.R. Part 6 by substantial margins. The Bank also maintains capital in excess of all applicable capital conservation buffer requirements. Total risk-weighted assets of the Bank as of December 31, 2025 were approximately $39.8 billion. A more detailed presentation of the Bank's capital components is set forth in the Call Report excerpts attached hereto as Exhibit D.
III. DESCRIPTION OF THE PROPOSED SUBORDINATED DEBT ISSUANCE
A. Summary of Terms
The following is a summary of the material terms and conditions of the proposed Notes. A more complete description is set forth in the Draft Term Sheet attached hereto as Exhibit A and the Summary of Key Terms of the Draft Form of Indenture attached hereto as Exhibit B.
1. Instrument. 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 (the "Notes").
2. Aggregate Principal Amount. $350,000,000 (Three Hundred Fifty Million Dollars). The Bank does not intend to issue any additional Notes in excess of this aggregate principal amount without filing a separate notice or supplement with the OCC.
3. Maturity Date. March 1, 2036 (the "Maturity Date"), representing a ten-year tenor from the expected issuance date. The Notes will have an original maturity of ten years, which exceeds the five-year minimum maturity required for Tier 2 capital instruments under 12 C.F.R. Part 3.
4. Interest Rate — Fixed Rate Period. During the period from and including the original issuance date (expected to be on or about February 24, 2026) to but excluding March 1, 2031 (the "Fixed Rate Period"), the Notes will bear interest at a fixed rate of 6.750% per annum. Interest during the Fixed Rate Period will be payable semi-annually in arrears on March 1 and September 1 of each year, commencing September 1, 2026 (the first interest payment date). Interest will be computed on the basis of a 360-day year of twelve 30-day months.
5. Interest Rate — Floating Rate Period. During the period from and including March 1, 2031 (the "Reset Date") to but excluding March 1, 2036 (the Maturity Date) (the "Floating Rate Period"), the Notes will bear interest at a floating rate equal to the Compounded Secured Overnight Financing Rate ("SOFR") plus 275 basis points (2.75%) per annum. Interest 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 June 1, 2031. Interest during the Floating Rate Period will be computed on the basis of the actual number of days elapsed divided by 360.
The "Compounded SOFR" rate will be determined in accordance with the SOFR compounding methodology set forth in the Indenture, which will reference the SOFR rate published by the Federal Reserve Bank of New York (or a successor administrator). The Indenture will include customary fallback provisions in the event that SOFR is discontinued or is no longer available, consistent with the Alternative Reference Rates Committee (ARRC) recommended fallback language.
6. Form and Denomination. The Notes will be issued in the form of one or more fully registered global notes in book-entry form only. The global notes will be deposited with, or on behalf of, The Depository Trust Company ("DTC") and will be registered in the name of Cede & Co., as nominee of DTC. Beneficial interests in the global notes will be represented through participants' accounts at DTC and will be shown on, and transfers thereof will be effected through, records maintained by DTC and its participants in accordance with DTC's customary rules and procedures.
The Notes will be issued in minimum denominations of $150,000 and integral multiples of $1,000 in excess thereof. The minimum denomination has been set at $150,000 to ensure compliance with the requirements for a private placement to qualified institutional buyers and to be consistent with customary market practice for subordinated debt offerings by banking organizations.
The Notes have been assigned the following securities identifiers:
CUSIP: 082651 AB7 ISIN: US082651AB73
7. Issue Price. The Notes will be issued at a price of 99.750% of par (the "Issue Price"), resulting in gross proceeds to the Bank of $349,125,000. The original issue discount of 0.250% (or $875,000) will be amortized over the life of the Notes for tax purposes. The yield to maturity at the Issue Price is approximately 6.793%.
8. Ranking and Subordination. The Notes will constitute subordinated unsecured obligations of BRB. The payment obligations of the Bank under the Notes, including the obligation to pay principal, interest, and any other amounts due thereunder, will be subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness (as defined in the Indenture) and all Deposits (as defined in the Indenture) of the Bank. Specifically, the Notes will:
(a) Rank junior to all senior indebtedness and general creditor claims of the Bank, including without limitation all deposit liabilities (whether insured or uninsured), obligations to the FDIC, and all other senior unsecured and secured obligations of the Bank;
(b) Rank pari passu in right of payment with the Bank's existing 5.250% Subordinated Notes due 2027, of which $200,000,000 in aggregate principal amount is currently outstanding (originally issued on November 15, 2017), and with any other subordinated debt of the Bank that is designated as ranking equally with the Notes;
(c) Rank senior in right of payment to any junior subordinated debt, trust preferred securities, and all classes of equity securities (including common stock and preferred stock) of the Bank.
The subordination provisions of the Indenture have been structured to satisfy the subordination requirements for Tier 2 capital instruments under 12 C.F.R. § 3.20(d) and the OCC's capital adequacy rules. In the event of the liquidation, dissolution, or winding up of the Bank, whether in a receivership, conservatorship, or otherwise, the claims of holders of the Notes will be subordinate and junior to the claims of all depositors and senior creditors of the Bank, as more fully described in the Indenture.
9. Optional Redemption. The Notes will be redeemable at the option of the Bank, in whole or in part, under the following circumstances, in each case subject to the prior written approval of the OCC as required by 12 C.F.R. § 5.47 and the capital adequacy rules of 12 C.F.R. Part 3:
(a) Optional Redemption on or after the Reset Date: On or after March 1, 2031 (the Reset Date), the Bank may redeem the Notes, in whole or in part, 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, subject to prior OCC approval.
(b) Tax Event Redemption: At any time following the occurrence of a "Tax Event" (as defined in the Indenture), the Bank may redeem the Notes, in whole but not in part, 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, subject to prior OCC approval. A "Tax Event" will generally be defined to mean a change in law or regulation, or an official interpretation or application thereof, that results in the Bank's obligation to pay additional amounts on the Notes or that causes the interest payable on the Notes to no longer be deductible by the Bank for U.S. federal income tax purposes.
(c) Regulatory Capital Treatment Event Redemption: At any time following the occurrence of a "Regulatory Capital Treatment Event" (as defined in the Indenture), the Bank may redeem the Notes, in whole but not in part, 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, subject to prior OCC approval. A "Regulatory Capital Treatment Event" will generally be defined to mean a change in law, regulation, or official interpretation or application thereof that results in the Notes ceasing to qualify, in whole or in part, as Tier 2 capital of the Bank under the capital adequacy rules applicable to the Bank.
No redemption of the Notes, whether in whole or in part, may occur without the prior written approval of the OCC, consistent with the requirements of 12 C.F.R. § 5.47. The Bank acknowledges that any request to redeem the Notes prior to maturity will require a separate filing with, and approval from, the OCC, and that the OCC's decision to grant or deny such approval will be made in accordance with applicable law and regulations, including consideration of the Bank's capital position and financial condition at the time of the proposed redemption.
10. No Acceleration / Regulatory Restrictions. The Notes will not be subject to acceleration at the option of the holders or the trustee, except upon the occurrence of a "Liquidation Event," which will be defined in the Indenture to mean the appointment of the FDIC or another receiver or conservator for the Bank, whether under the Federal Deposit Insurance Act, 12 U.S.C. § 1821, or otherwise. This restriction on acceleration is a fundamental structural feature of the Notes and is required for Tier 2 capital qualification under 12 C.F.R. Part 3.
The Notes will not contain any provisions (including, without limitation, any financial covenants, credit-sensitive interest rate provisions, or cross-default provisions) that are inconsistent with the requirements for Tier 2 capital treatment under 12 C.F.R. Part 3 or the requirements of 12 C.F.R. § 5.47. The Indenture will include customary events of default limited to (i) failure to pay principal or interest when due (subject to customary grace periods) and (ii) a Liquidation Event, with the sole remedy available to holders in the event of a payment default being the right to institute a lawsuit for the collection of amounts owed (and not the right to accelerate the maturity of the Notes).
11. Trustee. The trustee for the Notes under the Indenture will be:
Brindoval Trust Company, National Association Corporate Trust Office 100 Federal Street, Suite 800 Boston, Massachusetts 02110
Attention: Corporate Trust Administration
Corporate Trust Officer: Helen M. Briggs Telephone: (617) 482-3300
Brindoval Trust Company, National Association is a national banking association authorized to exercise trust and fiduciary powers. Brindoval Trust Company currently serves as trustee under the indenture governing BRB's existing 5.250% Subordinated Notes due 2027 and has been selected by the Bank to serve in a similar capacity for the proposed Notes.
B. Method of Offering
The Notes will be offered and sold in a private placement to qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The offering will be conducted in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 144A thereunder. There will be no public offering or general solicitation in connection with the sale of the Notes, and no registration statement will be filed with the Securities and Exchange Commission (the "SEC") under the Securities Act or the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act").
The offering will be a domestic-only offering. No Notes will be offered or sold outside the United States, and no Regulation S tranche is contemplated. The Notes, as securities issued by a national bank, are exempt from the qualification requirements of the Trust Indenture Act under Section 304(a)(4)(A) thereof, which exempts securities issued or guaranteed by any bank.
C. Initial Purchasers / Placement Agents
The Bank has engaged the following firms to serve as initial purchasers in connection with the offering:
Lead Initial Purchaser / Lead Bookrunner:
Wainwright Zanthor & Co., LLC 383 Madison Avenue New York, New York 10179 Wainwright Zanthor & Co., LLC is a Delaware limited liability company registered with the SEC as a broker-dealer and is a member of the Financial Industry Regulatory Authority ("FINRA").
Co-Managers:
Redstone Capital Markets LLC 200 Park Avenue, Suite 4500 New York, New York 10166 Redstone Capital Markets LLC is a Delaware limited liability company registered with the SEC as a broker-dealer and is a member of FINRA.
Kensington Hale Securities Inc. One World Financial Center, Suite 2700 New York, New York 10281 Kensington Hale Securities Inc. is a New York corporation registered with the SEC as a broker-dealer and is a member of FINRA.
Pursuant to the Purchase Agreement to be entered into between the Bank and the initial purchasers, the initial purchasers will purchase the Notes from the Bank for resale to QIBs. The initial purchasers' discount (or underwriting spread) is 0.650% of the aggregate principal amount of the Notes, or $2,275,000 in the aggregate. The discount will be deducted from the gross proceeds of the offering at the closing.
D. Anticipated Timeline
The Bank currently anticipates the following timeline for the proposed offering, subject to market conditions and receipt of the OCC's non-objection:
The Bank will not proceed with pricing or closing unless and until a letter of non-objection has been received from the OCC. The Bank reserves the right to adjust the foregoing timeline in response to market conditions, subject to compliance with all applicable regulatory requirements.
E. Governing Law and Indenture
The Indenture governing the Notes will be dated as of the Closing Date (expected to be February 24, 2026) and will be entered into between Belmont Ridge Bank, National Association, as issuer, and Brindoval Trust Company, National Association, as trustee. The Indenture will be governed by and construed in accordance with the laws of the State of New York, without regard to conflict-of-laws principles, except that certain provisions relating to the rights and obligations of the Bank as a nationally chartered bank, including provisions relating to subordination, receivership, conservatorship, and the regulatory capital treatment of the Notes, will be subject to, and interpreted in accordance with, applicable federal banking law.
In connection with the offering, the Bank will also enter into the following agreements:
(a) Purchase Agreement — An agreement among the Bank and the initial purchasers governing the terms and conditions of the purchase and sale of the Notes, governed by the laws of the State of New York.
(b) Registration Rights Agreement — An agreement between the Bank and the initial purchasers pursuant to which the Bank will agree to use commercially reasonable efforts to file a registration statement with the SEC (or to conduct an exchange offer pursuant to an effective registration statement) to permit the resale of the Notes within a specified period following the Closing Date, governed by the laws of the State of New York. The Bank notes that, because the Notes are bank-issued securities, the Bank expects to satisfy its registration rights obligations by filing a registration statement on Form S-3 (or such other applicable form) with the SEC, subject to SEC review and effectiveness.
IV. INTENDED USE OF PROCEEDS
A. Net Proceeds Calculation
The following table sets forth the Bank's calculation of the estimated net proceeds from the proposed offering:
Estimated offering expenses of approximately $1,150,000 include fees and expenses of legal counsel to the Bank and to the initial purchasers, accounting and auditing fees, trustee acceptance fees and counsel fees, fees of the nationally recognized statistical rating organizations (NRSROs), printing and document production costs, DTC eligibility and processing fees, and miscellaneous administrative and filing expenses.
B. Use of Proceeds
The Bank intends to use the net proceeds from the sale of the Notes for general corporate purposes, including, without limitation, the following:
(i) Support of Digital Banking Expansion. A portion of the net proceeds will be allocated to fund the continued development and expansion of the Bank's BRB Digital platform, including investments in technology infrastructure, product development, talent acquisition, and marketing. The BRB Digital platform represents a strategic priority for the Bank, and the Bank's Board of Directors has approved a multi-year investment plan that contemplates significant capital deployment in this area.
(ii) Potential Redemption of Existing Subordinated Debt. The Bank may use a portion of the net proceeds to fund the future redemption of all or a portion of the Bank's existing $200,000,000 aggregate principal amount of 5.250% Subordinated Notes due November 15, 2027. The existing 2027 notes are currently callable at par (the first call date of November 15, 2022 having passed). As of the date of this filing, no formal notice of redemption has been given with respect to the existing 2027 notes, and the Bank has not made a final determination as to whether or when it will exercise its optional redemption right with respect to those notes. Any redemption of the existing 2027 notes would be subject to the prior approval of the OCC, as required by 12 C.F.R. § 5.47 and the terms of the indenture governing those notes.
(iii) Enhancement of Tier 2 Capital. The issuance of the Notes will augment the Bank's Tier 2 capital and total risk-based capital, thereby providing additional capacity to support anticipated balance sheet growth, including growth in the Bank's commercial and consumer lending portfolios. The Bank's management and Board of Directors have determined that maintaining robust capital ratios, including a meaningful buffer above all "well-capitalized" thresholds, is essential to the Bank's long-term strategic plan and supports the safety and soundness of the institution.
(iv) General Working Capital and Liquidity. To the extent not allocated to the foregoing purposes, the net proceeds may be used for general working capital and liquidity purposes, including day-to-day operational funding needs.
The Bank represents that no portion of the net proceeds from the sale of the Notes will be used, directly or indirectly, to fund the payment of dividends to the Bank's sole shareholder, BRFG, or to repurchase equity securities of the Bank or BRFG.
V. TIER 2 CAPITAL QUALIFICATION ANALYSIS
A. Regulatory Framework
The Notes are intended to qualify as Tier 2 capital of the Bank under 12 C.F.R. Part 3, which implements the Basel III capital framework for national banks and federal savings associations. Tier 2 capital includes, among other things, subordinated debt instruments that satisfy the eligibility criteria set forth in 12 C.F.R. § 3.20(d). The Bank has structured the Notes to comply with each of the requirements set forth in 12 C.F.R. § 3.20(d), as described below.
B. Satisfaction of Tier 2 Capital Requirements
The Bank represents that the Notes satisfy each of the following requirements for qualification as Tier 2 capital under 12 C.F.R. § 3.20(d):
Issued and Paid-In. The Notes will be issued and fully paid-in on the Closing Date. The Bank will receive the full amount of the gross proceeds ($349,125,000 at the Issue Price of 99.750%) upon closing, net of the initial purchasers' discount. No portion of the proceeds will be lent to the purchasers or otherwise financed by the Bank.
Subordination. The Notes are subordinated to depositors and general creditors of the Bank, as required by 12 C.F.R. § 3.20(d)(1)(i). As described in Section III.A.8 above, the Notes will rank junior in right of payment to all Senior Indebtedness and Deposits of the Bank. In the event of the Bank's insolvency, receivership, conservatorship, or liquidation, the claims of holders of the Notes will be satisfied only after all claims of depositors, the FDIC, and other senior creditors have been paid in full.
Not Secured / Not Guaranteed. The Notes are unsecured obligations of the Bank and are not secured by any collateral or lien on any assets of the Bank. The Notes are not covered by a guarantee of the Bank or any affiliate of the Bank (including BRFG) that would have the effect of enhancing the seniority or priority of the Notes in the Bank's capital structure. This satisfies the requirement of 12 C.F.R. § 3.20(d)(1)(ii) that Tier 2 capital instruments not be secured or covered by a guarantee that enhances their seniority.
Minimum Maturity. The Notes have an original maturity of ten (10) years, from the expected issuance date of February 24, 2026 to the Maturity Date of March 1, 2036. This exceeds the five-year minimum original maturity required for Tier 2 capital instruments under 12 C.F.R. § 3.20(d)(1)(iv). The ten-year maturity has been selected to maximize the period during which the Notes will be eligible for full Tier 2 capital recognition before the application of the amortization schedule described below.
No Acceleration. The Notes are not subject to acceleration at the option of the holders or the trustee, except upon the occurrence of a Liquidation Event (i.e., the appointment of a receiver or conservator for the Bank). This restriction satisfies the requirement of 12 C.F.R. § 3.20(d)(1)(v) that Tier 2 capital instruments not include provisions permitting acceleration of principal payments other than in the case of the Bank's insolvency or receivership. The limited events of default (failure to pay and a Liquidation Event) included in the Indenture, with the sole remedy for payment default being a lawsuit for collection (and not acceleration), are consistent with this requirement.
Optional Redemption Subject to OCC Approval. As described in Section III.A.9 above, all optional redemptions of the Notes, whether exercised on or after the Reset Date, upon a Tax Event, or upon a Regulatory Capital Treatment Event, require the prior written approval of the OCC. The Bank acknowledges that it must separately apply to, and receive approval from, the OCC before exercising any redemption right with respect to the Notes. This is consistent with the requirements of 12 C.F.R. § 5.47 and 12 C.F.R. § 3.20(d)(1)(vi), which provide that a national bank may not redeem a Tier 2 capital instrument without the prior approval of the OCC.
No Credit-Sensitive Features. The coupon on the Notes does not contain any credit-sensitive step-up, reset, or other feature that would serve as an incentive for the Bank to redeem the Notes prior to maturity in a manner inconsistent with Tier 2 capital treatment under 12 C.F.R. Part 3. The fixed-to-floating rate structure (6.750% fixed for the first five years, followed by Compounded SOFR plus 275 basis points for the remaining five years) is a standard market-rate reset and does not constitute a step-up feature that would be treated as an incentive to redeem under the capital adequacy rules. The spread of 275 basis points over SOFR applicable during the Floating Rate Period is consistent with the credit spread at issuance and does not exceed the original credit spread by a margin that would be considered an incentive to redeem.
Amortization / Haircut. The Bank acknowledges that Tier 2 capital credit for the Notes will be subject to straight-line amortization during the final five years prior to the Maturity Date, in accordance with 12 C.F.R. § 3.20(d)(1)(iv). Specifically:
The Bank's capital planning process incorporates this amortization schedule and the Bank has considered the declining Tier 2 capital benefit in its long-term capital management strategy.
C. Pro Forma Capital Ratios (Post-Issuance)
The following table presents the Bank's pro forma capital ratios giving effect to the issuance of the proposed Notes, based on the Bank's actual capital position and risk-weighted assets as of December 31, 2025. Pro forma calculations are presented under two scenarios: (i) assuming the existing $200,000,000 5.250% Subordinated Notes due 2027 are not redeemed, and (ii) assuming the existing 2027 notes are redeemed in full following the closing of the proposed offering.
Scenario 1: Existing 2027 Notes Not Redeemed
Under Scenario 1, the full $350,000,000 in new Tier 2 capital is additive to existing capital, resulting in an increase in the Total Risk-Based Capital Ratio of approximately 160 basis points. This scenario would apply from the Closing Date until such time as the existing 2027 notes are redeemed or mature on November 15, 2027.
Scenario 2: Existing 2027 Notes Redeemed in Full
Under Scenario 2, the net addition to Tier 2 capital would be approximately $150,000,000 ($350,000,000 in new Notes less $200,000,000 in redeemed existing notes), resulting in an increase in the Total Risk-Based Capital Ratio of approximately 140 basis points.
Under both scenarios, the Bank will continue to exceed all "well-capitalized" thresholds under 12 C.F.R. Part 3 and 12 C.F.R. Part 6 by substantial margins. The Bank's Tier 1 Capital Ratio and CET1 Capital Ratio are unaffected by the proposed issuance, as the Notes are Tier 2, not Tier 1, capital instruments. A more detailed pro forma capital calculation, including supporting data and assumptions, is set forth in Exhibit C attached hereto.
VI. EXISTING SUBORDINATED DEBT
A. Outstanding Subordinated Notes
As of the date of this notice, the Bank has one series of subordinated debt securities outstanding:
The existing 2027 notes are subordinated unsecured obligations of the Bank ranking pari passu with the proposed new Notes in right of payment. The existing notes were issued in reliance upon an exemption from registration under the Securities Act and are not registered under the Securities Act.
B. Effect of New Issuance on Existing Debt
The Bank has reviewed the terms of the indenture governing the existing 5.250% Subordinated Notes due 2027 and confirms that the issuance of the proposed new Notes will not constitute a default or event of default under the existing 2027 notes indenture. The existing indenture does not contain any negative covenants or restrictions that would prohibit or limit the Bank's ability to incur additional subordinated debt.
The proposed new Notes will rank pari passu in right of payment with the existing 2027 notes. Holders of the existing 2027 notes will not be adversely affected by the issuance of the proposed new Notes, as the new Notes will not have any priority of payment over the existing notes in the event of the Bank's insolvency, receivership, or liquidation.
VII. RATINGS
The Bank has obtained indicative credit ratings for the proposed Notes from two nationally recognized statistical rating organizations ("NRSROs"), as follows:
The Bank conducted rating agency presentations to Meridian Ratings Group, Inc. and Archer Bond Analytics LLC on January 8, 2026. These presentations included a detailed discussion of the Bank's financial condition, capital position, asset quality, earnings performance, liquidity profile, risk management framework, strategic plan, and the terms and conditions of the proposed Notes. Each rating agency was provided with confidential materials including the Bank's most recent internal financial projections, stress testing results, and the draft Term Sheet for the proposed Notes.
Ratings were received from both agencies on January 22, 2026. The assigned ratings of BBB (Meridian) and Baa2 (Archer) are consistent with the Bank's expectations and reflect the subordinated nature of the Notes, the Bank's strong capital position, and its diversified business model. Each rating agency has assigned a "Stable" outlook to the Notes, indicating no expected near-term rating action.
The Bank notes that credit ratings are not recommendations to purchase, hold, or sell the Notes and are subject to revision, suspension, or withdrawal at any time by the assigning rating agency. The credit ratings assigned to the Notes should be evaluated independently from any ratings assigned to the Bank's senior unsecured obligations, deposits, or the securities of BRFG.
VIII. CORPORATE AUTHORIZATION
The Board of Directors of Belmont Ridge Bank, National Association has considered and approved, by resolutions duly adopted at a meeting of the Board of Directors held on January 15, 2026, the issuance of the Notes and the execution and delivery of all related transaction documents, including the Indenture, the Purchase Agreement, and the Registration Rights Agreement, and has authorized the appropriate officers of the Bank to take all actions and execute all documents necessary or desirable in connection with the proposed offering and issuance. The Board of Directors has determined that the issuance of the Notes is in the best interests of the Bank and is consistent with the Bank's capital management strategy and long-term business plan.
Diane K. Wexler, General Counsel and Corporate Secretary of the Bank, is the certifying officer with respect to the foregoing board resolutions and will provide a secretary's certificate certifying the adoption and continuing effectiveness of such resolutions.
The Board of Directors of Belmont Ridge Financial Group, Inc. (the sole shareholder of BRB) has been informed of, and has acknowledged and consented to, BRB's proposed issuance of the Notes, by resolutions adopted at a meeting of the Board of Directors of BRFG held on January 15, 2026.
Copies of certified board resolutions of both BRB and BRFG will be provided to the OCC upon request or as a supplement to this filing prior to the closing of the offering.
IX. LEGAL COUNSEL
The following professionals are engaged in connection with the proposed offering:
Issuer's Counsel:
Calderwood & Harkness LLP One Liberty Plaza, 52nd Floor New York, New York 10006 Responsible Partner: Vivienne St. Claire Telephone: (212) 819-7200
Email: vstclaire@calderwoodharkness.com
Calderwood & Harkness LLP represents BRB in connection with this regulatory filing and the proposed offering and issuance of the Notes, including the preparation and negotiation of the Indenture, the Purchase Agreement, and the Registration Rights Agreement.
Initial Purchasers' Counsel:
Pennfield & Associates LLP 1585 Broadway, 30th Floor New York, New York 10036 Lead Partner: Thomas R. Kessler Telephone: (212) 632-4500
Email: tkessler@pennfieldlaw.com
Pennfield & Associates LLP represents the initial purchasers (Wainwright Zanthor & Co., LLC, Redstone Capital Markets LLC, and Kensington Hale Securities Inc.) in connection with the proposed offering.
Independent Auditors:
Whitmore & Lathrop, P.C. 30 Rockefeller Plaza, 25th Floor New York, New York 10112 Lead Audit Partner: Gregory D. Fontaine, CPA Telephone: (212) 489-7800
Email: gfontaine@whitmorelathrop.com
Whitmore & Lathrop, P.C. serves as the independent registered public accounting firm for both BRB and BRFG and has issued unqualified audit opinions on the consolidated financial statements of BRFG and BRB for each of the three most recent fiscal years.
X. POST-ISSUANCE NOTIFICATION COMMITMENT
In accordance with the requirements of 12 C.F.R. § 5.47, BRB hereby commits to filing a post-issuance notification with the OCC following the closing of the offering and the issuance of the Notes. The post-issuance notification will be filed within ten (10) calendar days of the Closing Date, or within such other time period as may be required or specified by the OCC.
The post-issuance notification will include the following:
(a) A statement confirming the final terms of the Notes as actually issued, including the aggregate principal amount, issue price, interest rate, maturity date, and any other material terms that may have changed from the terms described in this notice;
(b) A copy of the executed Indenture, including the form of global Note representing the Notes;
(c) A copy of the executed Purchase Agreement;
(d) A certification from an authorized officer of the Bank that the Notes were issued in accordance with the terms described in this notice and in compliance with 12 C.F.R. § 5.47 and the conditions, if any, specified in the OCC's non-objection letter; and
(e) Updated pro forma capital calculations reflecting the actual terms of the issuance and the actual net proceeds received by the Bank.
The Bank further commits to promptly notifying the OCC of any material changes to the terms of the proposed issuance that arise between the date of this notice and the Closing Date. If any such changes are material, the Bank will consult with the OCC Licensing Division to determine whether an amendment or supplement to this notice is required.
XI. CERTIFICATIONS AND REPRESENTATIONS
In connection with this notice, the undersigned officers of Belmont Ridge Bank, National Association hereby certify and represent as follows:
1. Well-Capitalized Status. BRB certifies that it is "well-capitalized" as defined in 12 C.F.R. Part 6 as of the most recent quarterly reporting date (December 31, 2025). The Bank's capital ratios, as set forth in Section II.D of this notice, exceed all applicable "well-capitalized" thresholds under the prompt corrective action framework.
2. Absence of Supervisory Action. BRB certifies that it is not subject to any conditions imposed in a written agreement, consent order, cease-and-desist order, capital directive, prompt corrective action directive, or any other formal or informal supervisory enforcement action that would preclude, prohibit, restrict, or otherwise impede the Bank's issuance of subordinated debt as described in this notice.
3. Compliance with 12 C.F.R. § 5.47 and Part 3. BRB certifies that the terms of the proposed subordinated debt, as described in this notice and the attached exhibits, satisfy the requirements of 12 C.F.R. § 5.47 for the issuance of subordinated debt by a national bank, and that the proposed Notes are structured to qualify as Tier 2 capital of the Bank under 12 C.F.R. § 3.20(d) and the other applicable provisions of 12 C.F.R. Part 3.
4. Eligible Bank Status. BRB certifies that it qualifies as an "eligible bank" under 12 C.F.R. § 5.3 and is therefore eligible to file this notice in lieu of a formal application for approval of the proposed issuance.
5. Truth and Accuracy. BRB represents and warrants that the information contained in this notice and the attached exhibits is true, complete, and accurate in all material respects to the best of the knowledge, information, and belief of the undersigned officers, after due inquiry. The Bank acknowledges that the OCC will rely on the accuracy of the information provided in this notice in making its determination as to whether to issue a non-objection.
6. Ongoing Compliance Commitment. BRB commits to ongoing compliance with all applicable regulatory requirements in connection with the issuance and maintenance of the Notes as Tier 2 capital, including, without limitation, timely and accurate reporting of the Notes in the Bank's Call Reports (Schedule RC-R) and compliance with all OCC supervisory guidance related to the issuance and treatment of subordinated debt.
XII. SIGNATURE BLOCK
The undersigned, being duly authorized officers of Belmont Ridge Bank, National Association, do hereby submit this Notice of Intent to Issue Subordinated Debt to the Office of the Comptroller of the Currency pursuant to 12 C.F.R. § 5.47, and do hereby certify and represent that the statements and representations made herein are true, complete, and accurate to the best of their knowledge, information, and belief.
BELMONT RIDGE BANK, NATIONAL ASSOCIATION
By: ________
Name: Marcus D. Harrington
Title: Chief Executive Officer and President
Date: January __, 2026
By: ________
Name: Priya Narasimhan
Title: Chief Financial Officer and Executive Vice President
Date: January __, 2026
XIII. EXHIBITS AND ATTACHMENTS
The following exhibits and attachments are submitted as part of this notice and are incorporated herein by reference in their entirety.
EXHIBIT A — DRAFT TERM SHEET
Belmont Ridge Bank, National Association 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 Preliminary Term Sheet — For Discussion Purposes Only
This term sheet is provided for informational purposes only in connection with BRB's filing with the OCC under 12 C.F.R. § 5.47. The terms set forth herein are preliminary and subject to change. This term sheet does not constitute an offer to sell or a solicitation of an offer to buy any securities.
EXHIBIT B — DRAFT FORM OF INDENTURE (SUMMARY OF KEY TERMS)
Summary of Key Terms of the Indenture Between Belmont Ridge Bank, National Association and Brindoval Trust Company, National Association
The following is a summary of the key terms and provisions of the form of Indenture to be entered into between Belmont Ridge Bank, National Association, as issuer, and Brindoval Trust Company, National Association, as trustee, in connection with the issuance of the 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036. This summary is qualified in its entirety by reference to the actual text of the Indenture, a final executed copy of which will be provided to the OCC as part of the Bank's post-issuance notification filing.