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EXHIBIT C

Timeline of Belmont Ridge Bank NA's Voluntary Disclosure Enhancements Relating to the BridgeFin Portfolio

Filed in Connection with the Wells Submission of Belmont Ridge Bank National Association Dated April 5, 2024

SEC Investigation File No. HO-14287 SEC Formal Order No. EN-2023-0947

Prepared by: Calderwood & Harkness LLP 425 Lexington Avenue, 30th Floor New York, NY 10017

On Behalf of: Belmont Ridge Bank National Association 200 Park Avenue South, 38th Floor New York, NY 10003 Nasdaq: BRDG

I. Introduction and Purpose

This Exhibit provides a detailed chronological account of the disclosure enhancements voluntarily undertaken by Belmont Ridge Bank National Association ("BRB" or the "Bank") with respect to its BridgeFin digital lending portfolio (the "BridgeFin Portfolio" or "BridgeFin"). The timeline set forth herein demonstrates that BRB proactively improved investor transparency regarding credit-quality indicators, allowance for credit losses ("ACL") methodology, and vintage-level performance data — in many instances well before, and independently of, any contact from the Staff of the Division of Enforcement of the United States Securities and Exchange Commission (the "SEC" or the "Commission").

As background, BRB adopted the current expected credit losses methodology ("CECL") under Accounting Standards Codification Topic 326 — Financial Instruments — Credit Losses ("ASC 326") effective January 1, 2020. The BridgeFin platform, BRB's proprietary AI-driven digital lending channel serving consumer personal loan and micro-business loan borrowers, was launched in the third quarter of 2020. Since that launch, BRB has continuously refined its public disclosures regarding BridgeFin's credit performance and the related ACL, reflecting both the rapid growth of the portfolio and BRB's commitment to investor transparency.

The disclosure enhancements described in this Exhibit were initiated by BRB management — specifically Patricia Navarrete, Chief Financial Officer; Raymond Hu, Chief Accounting Officer; and Naveen Chakravarti, BridgeFin Division Head — in consultation with BRB's independent registered public accounting firm, Whitfield Keane LLP (PCAOB Registration No. 2847; audit engagement partner Lorraine Dupont), and BRB's outside securities counsel, Caldwell Pratt & Stein LLP (lead partner Martin Caldwell). Each of these individuals and their respective teams played a material role in the development, review, and implementation of the enhanced disclosures described below.

The purpose of this Exhibit is to demonstrate that BRB acted in good faith and was responsive to evolving market expectations and regulatory guidance regarding fintech credit disclosures, including before and independently of the SEC's September 18, 2023 voluntary request letter. The chronology presented herein is inconsistent with any suggestion that BRB sought to conceal or minimize credit quality issues in its BridgeFin Portfolio or to mislead investors regarding the composition, quality, or reserving treatment of the portfolio's constituent loans.

For context, the BridgeFin Portfolio had the following characteristics as of December 31, 2022 — the fiscal year-end most central to the Staff's inquiry:

• Outstanding loan balance: $4.1 billion

• FY 2022 origination volume: $2.87 billion

• Average loan size: $18,400 (consumer personal loans); $42,000 (micro-business loans)

• Reported ACL: $143.5 million (coverage ratio of 3.50%)

• Reported net charge-off ("NCO") rate: 2.14%

• Reported 90+ day delinquency rate: 1.72%

These metrics are relevant to the Staff's analysis and are discussed in greater detail throughout the chronology below. Importantly, BRB's disclosure of these metrics — and, over time, increasingly granular breakdowns thereof — reflects a pattern of progressive transparency that is central to this Wells Submission.

II. Baseline Disclosure Framework — FY 2021 Form 10-K and Prior Periods

A. Initial BridgeFin Disclosures (FY 2020 10-K and FY 2021 10-K)

When the BridgeFin platform launched in the third quarter of 2020, BRB's initial disclosures treated the BridgeFin portfolio as part of the Bank's broader consumer loan segment in its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the "FY 2020 10-K"). At that stage, the BridgeFin portfolio represented a relatively small portion of BRB's total consumer loan assets, and BRB's treatment of the portfolio within its existing segment reporting was consistent with both prevailing industry practice and the applicable requirements of ASC 280 — Segment Reporting.

Specifically, in the FY 2020 10-K:

• BridgeFin was referenced in the "Business" section (Item 1) as a newly launched digital lending initiative, with a general description of the platform's technology, target borrower demographics, and anticipated growth trajectory.

• Credit performance metrics for BridgeFin originations were aggregated with BRB's legacy consumer lending portfolio in the notes to the consolidated financial statements and in the Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A"). No separate credit quality tables or ACL disclosures were provided for BridgeFin as a distinct sub-segment, as the portfolio was not yet material on a standalone basis.

By the time BRB filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the "FY 2021 10-K"), the BridgeFin portfolio had grown substantially. In recognition of its increasing materiality, BRB management determined that BridgeFin should be reported as a separately identified sub-segment within the consumer loan portfolio in the notes to the financial statements. This was a meaningful step that provided investors with a clearer view of BridgeFin's credit characteristics and performance, distinct from BRB's traditional consumer lending operations.

The FY 2021 10-K included the following BridgeFin-specific disclosures:

• A separate line item for BridgeFin loan balances in the composition-of-loan-portfolio table within the notes to the consolidated financial statements.

• A dedicated paragraph within the MD&A discussing BridgeFin's growth trajectory, origination volumes, general credit performance, and strategic significance to BRB's broader digital banking strategy.

• Aggregate-level credit quality data for the BridgeFin sub-segment, including delinquency rates and net charge-off information, presented as components of the broader consumer loan segment credit quality tables.

While these disclosures were appropriate for the period in question and consistent with prevailing industry practice among peer institutions with comparable digital lending initiatives, BRB management recognized — as discussed in Section VII below — that further enhancements would be warranted as the portfolio continued to grow and season.

B. Audit and Regulatory Context

BRB's financial statements for the fiscal years ended December 31, 2021 and December 31, 2022 were audited by Whitfield Keane LLP, an independent registered public accounting firm. In connection with its audits, Whitfield Keane evaluated BRB's internal controls over financial reporting ("ICFR"), including those controls relating to the estimation and disclosure of the ACL for the BridgeFin portfolio. No material weaknesses were identified in BRB's ICFR in either the FY 2021 or FY 2022 audit cycles with respect to the ACL or any other area of financial reporting.

During this same period, BRB was subject to routine prudential supervision by the Office of the Comptroller of the Currency ("OCC") under Charter No. 24891. BRB maintained a satisfactory composite CAMELS rating of 2, reflecting the OCC's assessment that the Bank operated in a fundamentally sound manner with only moderate supervisory concerns. The OCC's supervisory assessments during FY 2021 and FY 2022 did not identify any significant deficiencies in BRB's credit risk management practices or public disclosures related to the BridgeFin portfolio.

In addition, Caldwell Pratt & Stein LLP, BRB's outside securities counsel, reviewed and assisted in the preparation of each of the 10-K and 10-Q filings at issue in this investigation. Martin Caldwell, lead partner on the BRB engagement, participated in quarterly disclosure review sessions with BRB's Disclosure Committee and provided guidance on compliance with Regulation S-K, Regulation S-X, and applicable SEC Staff interpretive positions.

III. FY 2022 Form 10-K (Filed February 28, 2023) — Disclosures at the Time of the Filings Under Review

The Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the "FY 2022 10-K"), filed on February 28, 2023, is the principal filing under review in the Staff's investigation. Set forth below is a description of the BridgeFin-related disclosures contained in that filing, which BRB submits were materially accurate, not misleading, and compliant with applicable GAAP and SEC disclosure requirements.

A. ACL Disclosures

BRB disclosed an allowance for credit losses of $143.5 million attributable to the BridgeFin portfolio, representing a coverage ratio of 3.50% against outstanding BridgeFin loan balances of $4.1 billion as of December 31, 2022. This amount was presented as a separately identified line item in the ACL rollforward table included in Note 5 (Allowance for Credit Losses) to the consolidated financial statements.

The FY 2022 10-K described BRB's CECL methodology for the BridgeFin portfolio in detail, including the use of a probability-of-default / loss-given-default ("PD/LGD") model framework with vintage-cohort segmentation and qualitative adjustment overlays. The description of key model inputs included reference to historical loss experience drawn from BridgeFin's own origination data (supplemented, for earlier vintages, by proxy data from comparable digital lending portfolios), macroeconomic forecasts (including unemployment rate and GDP growth projections sourced from Moody's Analytics baseline, upside, and downside scenarios), and portfolio composition factors such as borrower credit score distribution, loan-to-value ratios, and geographic concentration.

The ACL rollforward table presented beginning balance, provision for credit losses, net charge-offs, recoveries, and ending balance for the BridgeFin sub-segment, consistent with the requirements of ASC 326-20-50.

B. Credit Quality Disclosures

The FY 2022 10-K included credit quality tables in the notes to the consolidated financial statements that reported a net charge-off rate of 2.14% for the BridgeFin sub-segment for the fiscal year ended December 31, 2022. This rate was calculated as net charge-offs divided by average outstanding BridgeFin loan balances during the period.

In addition, a 90+ day delinquency rate of 1.72% was reported for the BridgeFin portfolio as of December 31, 2022, based on the aggregate balance of loans 90 or more days past due as a percentage of total outstanding BridgeFin balances.

An aging schedule was provided at the aggregate BridgeFin level, broken down into the following delinquency buckets: current, 30–59 days past due, 60–89 days past due, and 90 or more days past due. This presentation was consistent with the aging disclosure format used by BRB for its other loan portfolios and with the requirements of ASC 326-20-50-6 through 50-7.

C. MD&A Discussion

The MD&A section of the FY 2022 10-K included a narrative discussion of BridgeFin's growth trajectory, competitive landscape, and credit performance trends during the fiscal year. The discussion addressed year-over-year changes in origination volumes, the expansion of BRB's underwriting algorithms, and general trends in borrower credit profiles. Credit performance was discussed in the context of the overall macroeconomic environment, including references to rising consumer debt levels, inflationary pressures, and labor market conditions.

The FY 2022 10-K MD&A also included a general reference to BRB's loan modification practices, noting that BRB offered hardship-based payment relief options to qualifying borrowers across its lending portfolios, including BridgeFin. However, this reference was qualitative in nature and did not include a specific quantification of the number or aggregate balance of BridgeFin loans that had been modified or re-aged during the period. As discussed below, BRB subsequently enhanced this disclosure in the Q3 2023 Form 10-Q to include such quantification.

D. Limitations Identified by Management in Retrospect

BRB acknowledges that, while the FY 2022 10-K disclosures complied with applicable GAAP requirements and SEC disclosure rules in effect at the time of filing, BRB management subsequently recognized opportunities to enhance the granularity of its BridgeFin disclosures. These opportunities related particularly to the provision of vintage-level delinquency and performance data and to the treatment and quantification of re-aged and modified loans.

Specifically, as the Staff is aware, the FY 2022 10-K did not include vintage-level delinquency breakdowns that would have allowed investors to identify performance variances among different origination cohorts — including the post-Q2 2021 vintages that the Staff's investigation has focused on. Nor did the FY 2022 10-K separately quantify the approximately 12,847 re-aged or modified BridgeFin loans with an aggregate outstanding balance of approximately $236.4 million. BRB management recognized these limitations in the course of its ongoing disclosure improvement process, as documented in the internal Disclosure Committee records discussed in Sections IV and V below, and took voluntary corrective action in subsequent filings.

Critically, the absence of these specific disclosures from the FY 2022 10-K did not render the reported credit metrics inaccurate. The reported NCO rate of 2.14% and 90+ day delinquency rate of 1.72% were correctly calculated based on BRB's accounting policies and were presented in accordance with ASC 326. The question of enhanced granularity is a matter of disclosure judgment — not of accuracy or truthfulness — and BRB's subsequent voluntary enhancements reflect a good-faith exercise of that judgment in favor of greater transparency.

IV. Q1 2023 Form 10-Q (Filed May 10, 2023)

A. Incremental Enhancements

The Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (the "Q1 2023 10-Q"), filed on May 10, 2023, reflected incremental enhancements to BRB's BridgeFin disclosures as management continued to refine its reporting in the ordinary course of business.

The Q1 2023 10-Q added a brief qualitative discussion in the MD&A section regarding the performance of BridgeFin origination vintages originated after the second quarter of 2021 (the "post-Q2 2021 vintages"). This discussion noted that management was monitoring early delinquency trends in these cohorts and that certain post-Q2 2021 vintages were exhibiting modestly elevated early-stage delinquency rates relative to earlier origination vintages, consistent with the broader macroeconomic environment and the competitive dynamics of the digital lending market during the period.

BRB continued to report BridgeFin ACL and credit quality metrics as a distinct sub-segment within the consumer loan portfolio, consistent with the framework established in the FY 2021 10-K. The aggregate-level aging schedule was carried forward. No vintage-level delinquency breakdown was provided in this filing, as BRB's Disclosure Committee was still in the process of evaluating the appropriate format and scope for such enhanced reporting, as discussed below.

B. Internal Discussions

Notably, during the first quarter of 2023, Annette Kowalski, BRB's Chief Risk Officer, initiated internal discussions regarding the expansion of vintage-level credit reporting for the BridgeFin portfolio. Ms. Kowalski's initiative was prompted by her review of emerging industry practices among peer institutions and by feedback from BRB's internal Risk Management Committee regarding the utility of vintage-level data for internal risk monitoring and board-level reporting.

These discussions, which are documented in the minutes of the Risk Management Committee meetings held on February 14, 2023 and March 22, 2023, predated any contact from the SEC by approximately six months. They were undertaken as part of BRB's ordinary-course continuous improvement of its risk reporting framework and were not prompted by any external regulatory inquiry, investor complaint, or media report. The significance of this timeline cannot be overstated: BRB management was independently moving toward greater disclosure granularity well before any enforcement interest was known to exist.

Ms. Kowalski's proposal was subsequently referred to the Disclosure Committee, chaired by Raymond Hu, for evaluation of public disclosure implications. This referral is documented in the minutes of the Risk Management Committee meeting held on March 22, 2023, and in Ms. Kowalski's memorandum to Mr. Hu dated March 27, 2023. BRB has produced these documents to the Staff in connection with this investigation.

V. Q2 2023 Form 10-Q (Filed August 9, 2023)

A. Disclosures. The Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (the "Q2 2023 10-Q"), filed on August 9, 2023, maintained BridgeFin sub-segment reporting consistent with the framework established in the FY 2022 10-K and carried forward in the Q1 2023 10-Q. Credit quality tables continued to present aggregate-level aging data for the BridgeFin portfolio without vintage-level disaggregation.

The Q2 2023 10-Q did, however, add one additional sentence in the MD&A credit quality discussion noting that BRB was "continuing to monitor the performance of certain modified loans within the BridgeFin portfolio, including loans for which payment terms had been adjusted under BRB's hardship programs." While brief, this sentence represented a further incremental enhancement — the first time BRB's public filings specifically referenced modified loans within the BridgeFin portfolio in the context of ongoing credit performance monitoring.

B. Pre-Investigation Internal Initiatives

By mid-2023, BRB's internal Disclosure Committee had progressed substantially in its evaluation of whether vintage-level delinquency tables should be included in future quarterly filings. The Disclosure Committee, chaired by Chief Accounting Officer Raymond Hu, included as standing participants Derek Sung, BRB's General Counsel; Patricia Navarrete, Chief Financial Officer; Naveen Chakravarti, BridgeFin Division Head; and a representative of Caldwell Pratt & Stein LLP.

Minutes of the Disclosure Committee meetings held on June 6, 2023, July 11, 2023, and August 2, 2023 reflect extensive discussion of the following topics:

• The appropriate level of vintage-level granularity for BridgeFin credit quality disclosures (annual versus quarterly origination cohorts);

• The treatment and presentation of modified and re-aged loans within vintage-level delinquency tables;

• Peer institution disclosure practices, including a benchmarking review of public filings by range, Kestrel & Co., and Halcyon Industries;

• The format and layout of proposed vintage-level tables and the integration of such tables into the existing notes-to-financial-statements disclosure framework; and

• Input from Whitfield Keane LLP regarding the consistency of proposed presentation formats with ASC 326 disclosure requirements.

Lorraine Dupont, the audit engagement partner at Whitfield Keane LLP, was consulted during the July 11, 2023 Disclosure Committee meeting regarding the appropriate presentation format for vintage-level data and the implications for audit procedures and review. Ms. Dupont's participation is documented in the meeting minutes and in a follow-up email exchange between Ms. Dupont and Mr. Hu dated July 14, 2023.

These internal initiatives were well underway before the SEC's September 18, 2023 voluntary request letter was received. Indeed, by the time of the August 2, 2023 Disclosure Committee meeting — held more than six weeks before any SEC contact — the Committee had reached a preliminary consensus that vintage-level delinquency tables should be introduced in the Q3 2023 Form 10-Q, and Mr. Hu had assigned staff in BRB's financial reporting group to prepare draft table formats for review. BRB has produced the relevant Disclosure Committee minutes, supporting memoranda, and internal draft table formats to the Staff in connection with this investigation.

VI. September 18, 2023 — SEC Voluntary Request Letter Received

On September 18, 2023, Senior Staff Attorney Andrea Felton of the SEC's Division of Enforcement issued a voluntary request letter to BRB, opening an inquiry into BRB's disclosures relating to the BridgeFin portfolio (File No. HO-14287). The letter requested production of documents and information relating to, among other things, BRB's ACL methodology for the BridgeFin portfolio, the treatment of modified and re-aged loans, and the basis for BRB's reported delinquency and net charge-off rates.

On September 20, 2023, BRB engaged Calderwood & Harkness LLP to represent the Bank in connection with the SEC inquiry (Engagement No. SC-MAT-2023-4172; responsible partner Victoria Chambers). BRB promptly instituted a litigation hold and began the process of gathering responsive documents in cooperation with the Staff.

On October 12, 2023, the Commission issued a Formal Order of Investigation in this matter (Order No. EN-2023-0947), elevating the inquiry to a formal investigation.

Critically, the receipt of the SEC voluntary request letter did not alter the trajectory of BRB's pre-existing disclosure enhancement initiatives. As documented in the Disclosure Committee records described in Section V above, the decision to introduce vintage-level delinquency tables in the Q3 2023 10-Q had already been made in substance before the SEC's inquiry was received. The internal workstreams responsible for developing the enhanced disclosures continued on their independent track, while the investigation was managed separately by Calderwood & Harkness LLP and BRB's legal team. BRB was careful to maintain the independence of the disclosure enhancement process from the investigation response process, in order to preserve the integrity of both.

VII. Q3 2023 Form 10-Q (Filed November 9, 2023) — Major Voluntary Disclosure Enhancements

The Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (the "Q3 2023 10-Q"), filed on November 9, 2023, represented a significant step forward in BRB's disclosure of BridgeFin credit quality information. The enhancements introduced in this filing addressed each of the principal areas of disclosure granularity that management had identified as opportunities for improvement and that the SEC Staff subsequently focused on in its investigation.

A. Vintage-Level Delinquency Tables (New)

For the first time, BRB included detailed vintage-level delinquency tables for the BridgeFin consumer personal loan and micro-business loan sub-segments in the notes to the consolidated financial statements. These tables represented a substantial increase in the granularity of credit quality information available to investors and analysts.

The vintage-level delinquency tables broke out loan balances by origination vintage, using quarterly cohorts spanning from Q3 2020 (the quarter of BridgeFin's launch) through Q3 2023. For each quarterly origination cohort, the tables presented outstanding loan balances disaggregated by delinquency status across the following categories:

• Current (performing, not past due)

• 30–59 days past due

• 60–89 days past due

• 90 or more days past due

This level of granularity allowed investors to identify performance differences across vintage cohorts with specificity — including the performance of the post-Q2 2021 vintages that the SEC Staff's investigation has focused on. By presenting the data in this format, BRB provided investors with the analytical tools necessary to assess vintage-specific credit deterioration, to evaluate the effectiveness of BRB's underwriting standards over time, and to form their own views regarding the adequacy of BRB's ACL.

The introduction of vintage-level delinquency tables was consistent with emerging best practices among banking organizations with significant digital lending portfolios and exceeded the minimum requirements of ASC 326-20-50.

B. Expanded MD&A Credit Quality Discussion

The Q3 2023 10-Q included approximately two full pages of new MD&A narrative expanding upon BRB's discussion of BridgeFin credit quality trends. This expanded discussion addressed the following topics in detail:

Vintage-level delinquency trends. BRB discussed observable trends in BridgeFin delinquency rates by origination vintage, noting that certain post-Q2 2021 cohorts exhibited elevated early-stage delinquency rates relative to earlier-originated cohorts. Management attributed these trends to a combination of factors, including the competitive dynamics of the digital lending market during the 2021–2022 period, the expansion of BridgeFin's credit box to serve a broader range of borrowers, and the impact of rapidly changing macroeconomic conditions on borrower repayment capacity.

Macroeconomic impact on borrower repayment. The expanded MD&A discussed the impact of rising interest rates and persistent inflationary pressures on BridgeFin borrowers, particularly those in lower-income segments. Management noted that increases in consumer debt service burdens, driven by Federal Reserve monetary tightening that raised the effective federal funds rate from near zero to over 5% between early 2022 and mid-2023, had contributed to elevated delinquency formation rates among certain borrower segments.

Loan modification and re-aging practices — quantified for the first time. For the first time in a public filing, BRB disclosed that approximately 12,800 BridgeFin loans with an aggregate outstanding balance of approximately $236 million had been modified under BRB's hardship programs. This disclosure provided investors with specific quantitative information regarding the scope of modification activity within the BridgeFin portfolio — information that, as the Staff has indicated, was relevant to investors' assessment of reported delinquency rates.

CECL treatment of modified/re-aged loans. The expanded MD&A included an explanation of BRB's CECL methodology for treating modified and re-aged loans, including the rationale for resetting delinquency clocks upon successful completion of trial modification periods. Management explained that BRB's re-aging policy was consistent with the Interagency Policy Statement on Allowances for Credit Losses and with OCC supervisory guidance, and that re-aged loans were subject to enhanced monitoring, including tracking of re-default rates, throughout their remaining terms.

Qualitative overlays. The expanded MD&A discussion addressed the qualitative overlays applied to the ACL for the BridgeFin portfolio, describing the factors considered by management in determining the appropriate level of qualitative adjustment and the process by which such adjustments were reviewed and approved by the CECL Governance Committee.

C. Enhanced ACL Rollforward

The Q3 2023 10-Q provided a more granular ACL rollforward table that, for the first time, separated the BridgeFin personal loan sub-segment from the BridgeFin micro-business sub-segment. This disaggregation allowed investors to evaluate the credit performance and reserving adequacy of these two distinct product types independently, rather than on a combined basis.

In addition, the enhanced ACL rollforward table disclosed qualitative adjustment amounts as a distinct line item within the rollforward, separately from the quantitatively modeled ACL component. This presentation provided investors with transparency into the magnitude of management judgment exercised in the ACL estimation process and was responsive to evolving expectations among analysts and investors regarding the disclosure of qualitative overlays.

D. Significance. The disclosure enhancements introduced in the Q3 2023 10-Q were voluntary in every respect. They were not mandated by any SEC Staff comment letter, enforcement directive, consent order, or settlement condition. No regulatory authority or external party required BRB to adopt these enhancements. They were the product of BRB management's own initiative, informed by industry best practices, feedback from BRB's Disclosure Committee and Risk Management Committee, and ongoing dialogue with Whitfield Keane LLP regarding emerging disclosure expectations.

The timing of these enhancements is particularly significant. The Q3 2023 10-Q was filed on November 9, 2023 — approximately seven weeks after the SEC's initial voluntary request letter dated September 18, 2023. However, as documented in detail in Sections IV and V above, the substantive work underlying these enhancements commenced months earlier. The decision to introduce vintage-level delinquency tables was effectively finalized at the Disclosure Committee's August 2, 2023 meeting, more than six weeks before the SEC's first communication. Draft table formats had been prepared, Whitfield Keane LLP had been consulted, and the financial reporting team was already developing the data infrastructure necessary to produce the enhanced disclosures on a quarterly basis.

This timeline underscores BRB's good-faith commitment to transparency and progressive disclosure enhancement. The SEC's inquiry may have confirmed the wisdom of management's decision to proceed with these enhancements, but it did not cause that decision.

VIII. FY 2023 Form 10-K (Filed February 27, 2024) — Further Enhancements

The Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the "FY 2023 10-K"), filed on February 27, 2024, carried forward and further expanded the disclosure enhancements introduced in the Q3 2023 10-Q, representing the most comprehensive set of BridgeFin disclosures that BRB had published to date.

A. Continued and Expanded Vintage-Level Reporting

The FY 2023 10-K carried forward the vintage-level delinquency tables introduced in the Q3 2023 10-Q, now updated to reflect full-year data for the fiscal year ended December 31, 2023. The tables continued to present quarterly origination cohorts with delinquency status breakdowns (current, 30–59 days past due, 60–89 days past due, and 90+ days past due), providing investors with a complete twelve-month view of vintage-level performance trends.

In addition, the FY 2023 10-K introduced a new vintage-level loss-rate table — not previously included in any prior filing — that presented cumulative net charge-off rates for each quarterly origination cohort. This table allowed investors to track cumulative loss development by vintage, facilitating comparisons across cohorts and enabling assessment of the ultimate credit performance trajectory of each vintage relative to BRB's initial loss expectations at origination.

B. Updated ACL and Credit Metrics

The FY 2023 10-K disclosed an updated ACL of $156.2 million attributable to the BridgeFin portfolio, reflecting the impact of enhanced qualitative overlays, updated macroeconomic model inputs, and portfolio composition changes during 2023. The increase in ACL relative to the prior year-end reflected both the growth of the portfolio and management's judgment regarding the appropriate level of reserving in light of the credit quality trends observed in certain post-Q2 2021 vintages.

Notably, BRB's reported 90+ day delinquency rate for the BridgeFin portfolio improved to 1.48% as of December 31, 2023 (compared to 1.72% as of December 31, 2022). This improvement reflected the combined effects of portfolio seasoning, tightened underwriting standards implemented in mid-2023 under Naveen Chakravarti's direction, and the natural run-off of certain higher-risk vintage cohorts. These improving metrics were subsequently provided to the SEC Staff in Calderwood & Harkness LLP's supplemental letter dated April 22, 2024.

C. Expanded Risk Factor Disclosures

The FY 2023 10-K added a new risk factor in Item 1A specifically addressing the risks inherent in BRB's use of AI-driven underwriting models for the BridgeFin portfolio. This risk factor, which had not appeared in any prior filing, discussed in detail the following risk categories:

• Model risk: The risk that BRB's proprietary AI-driven underwriting algorithms may fail to accurately predict borrower creditworthiness due to data limitations, model specification errors, overfitting, or changes in the underlying relationships between model inputs and credit outcomes.

• Limited historical performance data: The risk associated with the relatively short operating history of the BridgeFin platform, which limits the availability of through-the-cycle performance data upon which to calibrate credit models and loss expectations.

• Sensitivity to macroeconomic assumptions: The risk that the macroeconomic scenarios used as inputs to BRB's CECL models may not adequately capture the range of plausible economic outcomes, leading to potential under- or over-estimation of expected credit losses.

The addition of this risk factor reflected BRB management's evolving assessment of the risk landscape associated with AI-driven digital lending and was consistent with the SEC Division of Corporation Finance's stated interest in enhanced AI-related disclosures across registrants.

D. Internal Controls Over Financial Reporting

The FY 2023 10-K included enhanced disclosure regarding BRB's CECL model governance framework, providing investors with greater visibility into the controls and procedures governing the ACL estimation process for the BridgeFin portfolio. The enhanced disclosure addressed the following elements:

• Quarterly model validation procedures: BRB's model risk management team conducts quarterly validation assessments of the PD/LGD model used for the BridgeFin portfolio, including evaluation of model discrimination, calibration accuracy, and stability.

• Back-testing protocols: BRB performs periodic back-testing of CECL model outputs against realized credit losses, with results reported to the CECL Governance Committee and the Board's Audit Committee.

• Independent model challenge: Chief Risk Officer Annette Kowalski serves as the senior executive responsible for independent model challenge of the BridgeFin CECL model, ensuring that model outputs and qualitative overlays are subject to rigorous scrutiny by a function independent of the business line and the financial reporting function.

These enhanced ICFR disclosures provided investors with a more complete understanding of the governance and control framework surrounding BRB's ACL estimation process and were responsive to the SEC Staff's focus on model governance practices.

IX. Summary of Disclosure Enhancements — Comparative Table

The following table summarizes the progressive enhancement of BRB's BridgeFin-related disclosures across the filing periods covered by this Exhibit. The table demonstrates the systematic and voluntary nature of BRB's disclosure improvements, with the most significant additions appearing in the Q3 2023 10-Q and FY 2023 10-K.

As the table illustrates, BRB's disclosures evolved from a baseline of sub-segment-level reporting in the FY 2021 10-K to a comprehensive framework that includes vintage-level delinquency and loss-rate tables, quantified modification data, qualitative overlay transparency, and enhanced risk factor and governance disclosures in the FY 2023 10-K. Each enhancement was additive, and none was retracted or diluted in subsequent filings.

X. Conclusion

The chronology set forth in this Exhibit demonstrates that BRB's disclosure enhancements with respect to the BridgeFin portfolio were:

1. Initiated before the SEC investigation began. Internal Disclosure Committee and Risk Management Committee discussions regarding expanded vintage-level credit reporting commenced in the first and second quarters of 2023 — months before the SEC's September 18, 2023 voluntary request letter. The preliminary decision to introduce vintage-level delinquency tables in the Q3 2023 10-Q was reached at the Disclosure Committee's August 2, 2023 meeting, more than six weeks before any SEC contact.

2. Implemented voluntarily in Q3 2023 and further expanded in FY 2023. The significant disclosure enhancements introduced in the Q3 2023 10-Q — including vintage-level delinquency tables, quantification of modified and re-aged loans, expanded MD&A narrative, and qualitative overlay transparency — were not mandated by any SEC comment letter, enforcement directive, consent order, or other regulatory requirement. They were the product of BRB management's own initiative. Further enhancements in the FY 2023 10-K, including vintage-level loss-rate tables, an AI/model risk factor, and CECL governance disclosures, reflected BRB's continued commitment to progressive transparency.

3. Responsive to evolving investor needs and industry best practices, not solely to the SEC investigation. BRB's disclosure enhancements were informed by peer institution benchmarking, industry developments in digital lending disclosure, dialogue with Whitfield Keane LLP regarding emerging audit and disclosure expectations, and input from BRB's own Risk Management Committee regarding the utility of vintage-level data for investor and board-level reporting. While the SEC's investigation may have confirmed the relevance of the enhancements that BRB was already pursuing, it did not originate or dictate them.

4. Consistent with BRB's longstanding cooperative posture with its regulators. BRB has maintained a satisfactory composite CAMELS rating of 2 under OCC Charter No. 24891 and has a history of constructive engagement with its prudential regulators. BRB's approach to disclosure enhancement reflects the same cooperative and proactive posture that has characterized its regulatory relationships more broadly.

Taken together, BRB's proactive disclosure enhancements are fundamentally inconsistent with the suggestion that BRB sought to conceal or minimize credit quality issues in its BridgeFin portfolio. To the contrary, the record demonstrates that BRB management identified opportunities for enhanced transparency, developed a plan to implement those enhancements, and executed that plan — largely before the SEC's inquiry and entirely of its own volition.

The voluntary nature, substantive scope, and temporal sequence of these improvements should weigh heavily against any recommendation of enforcement action by the Staff. BRB respectfully submits that the disclosure chronology described herein is precisely the type of proactive, good-faith conduct that the Commission's enforcement framework is designed to encourage — not punish.

Appendix: Key Dates Referenced in This Exhibit

The following table presents, in chronological order, the key dates referenced throughout this Exhibit for ease of reference.

Respectfully submitted,

CALDERWOOD & HARKNESS LLP

By: ________

Victoria Chambers, Partner 425 Lexington Avenue, 30th Floor New York, NY 10017 Tel: (212) 558-4000

Fax: (212) 558-3588

Counsel for Belmont Ridge Bank National Association

Date: April 5, 2024

Disclosure Element	FY 2021 10-K	FY 2022 10-K (Feb. 28, 2023)	Q1 2023 10-Q (May 10, 2023)	Q2 2023 10-Q (Aug. 9, 2023)	Q3 2023 10-Q (Nov. 9, 2023)	FY 2023 10-K (Feb. 27, 2024)
BridgeFin as separate sub-segment	Yes	Yes	Yes	Yes	Yes	Yes
Vintage-level delinquency table	No	No	No	No	Yes	Yes
Vintage-level loss-rate table	No	No	No	No	No	Yes
Quantification of modified/re-aged loans	No	No	No	No	Yes	Yes
Qualitative overlay line item in ACL rollforward	No	No	No	No	Yes	Yes
MD&A discussion of modification/re-aging practices	No	General reference only	General reference only	Brief reference	Detailed (approx. 2 pages)	Detailed (expanded)
AI/model risk factor	No	No	No	No	No	Yes
CECL governance framework disclosure	No	No	No	No	No	Yes
Date	Event
January 1, 2020	BRB adopts CECL (ASC 326), effective date
Q3 2020	BridgeFin digital lending platform launches
December 31, 2022	FY 2022 fiscal year-end; BridgeFin outstanding loans of $4.1 billion
February 28, 2023	FY 2022 Form 10-K filed (ACL of $143.5 million; NCO rate of 2.14%; 90+ day delinquency rate of 1.72%)
May 10, 2023	Q1 2023 Form 10-Q filed (incremental MD&A enhancements regarding post-Q2 2021 vintage performance)
August 9, 2023	Q2 2023 Form 10-Q filed (reference to monitoring of modified loans added to MD&A)
September 18, 2023	SEC Division of Enforcement voluntary request letter received (File No. HO-14287)
September 20, 2023	Calderwood & Harkness LLP engaged to represent BRB (Matter No. SC-MAT-2023-4172; responsible partner Victoria Chambers)
October 12, 2023	SEC Formal Order of Investigation issued (Order No. EN-2023-0947)
November 9, 2023	Q3 2023 Form 10-Q filed (vintage-level delinquency tables introduced; expanded MD&A including quantification of approximately 12,800 modified loans with approximately $236 million outstanding balance; qualitative overlay line item added to ACL rollforward)
February 27, 2024	FY 2023 Form 10-K filed (vintage-level loss-rate tables introduced; ACL of $156.2 million; 90+ day delinquency rate improved to 1.48%; AI/model risk factor and CECL governance framework disclosures added)
April 5, 2024	Wells Submission filed on behalf of Belmont Ridge Bank National Association

EXHIBIT C
Timeline of Belmont Ridge Bank NA's Voluntary Disclosure Enhancements Relating to the BridgeFin Portfolio
Filed in Connection with the Wells Submission of Belmont Ridge Bank National Association Dated April 5, 2024
SEC Investigation File No. HO-14287 SEC Formal Order No. EN-2023-0947
Prepared by: Calderwood & Harkness LLP 425 Lexington Avenue, 30th Floor New York, NY 10017
On Behalf of: Belmont Ridge Bank National Association 200 Park Avenue South, 38th Floor New York, NY 10003 Nasdaq: BRDG | OCC Charter No. 24891
I. Introduction and Purpose
This Exhibit provides a detailed chronological account of the disclosure enhancements voluntarily undertaken by Belmont Ridge Bank National Association ("BRB" or the "Bank") with respect to its BridgeFin digital lending portfolio (the "BridgeFin Portfolio" or "BridgeFin"). The timeline set forth herein demonstrates that BRB proactively improved investor transparency regarding credit-quality indicators, allowance for credit losses ("ACL") methodology, and vintage-level performance data — in many instances well before, and independently of, any contact from the Staff of the Division of Enforcement of the United States Securities and Exchange Commission (the "SEC" or the "Commission").
As background, BRB adopted the current expected credit losses methodology ("CECL") under Accounting Standards Codification Topic 326 — Financial Instruments — Credit Losses ("ASC 326") effective January 1, 2020. The BridgeFin platform, BRB's proprietary AI-driven digital lending channel serving consumer personal loan and micro-business loan borrowers, was launched in the third quarter of 2020. Since that launch, BRB has continuously refined its public disclosures regarding BridgeFin's credit performance and the related ACL, reflecting both the rapid growth of the portfolio and BRB's commitment to investor transparency.
The disclosure enhancements described in this Exhibit were initiated by BRB management — specifically Patricia Navarrete, Chief Financial Officer; Raymond Hu, Chief Accounting Officer; and Naveen Chakravarti, BridgeFin Division Head — in consultation with BRB's independent registered public accounting firm, Whitfield Keane LLP (PCAOB Registration No. 2847; audit engagement partner Lorraine Dupont), and BRB's outside securities counsel, Caldwell Pratt & Stein LLP (lead partner Martin Caldwell). Each of these individuals and their respective teams played a material role in the development, review, and implementation of the enhanced disclosures described below.
The purpose of this Exhibit is to demonstrate that BRB acted in good faith and was responsive to evolving market expectations and regulatory guidance regarding fintech credit disclosures, including before and independently of the SEC's September 18, 2023 voluntary request letter. The chronology presented herein is inconsistent with any suggestion that BRB sought to conceal or minimize credit quality issues in its BridgeFin Portfolio or to mislead investors regarding the composition, quality, or reserving treatment of the portfolio's constituent loans.
For context, the BridgeFin Portfolio had the following characteristics as of December 31, 2022 — the fiscal year-end most central to the Staff's inquiry:
•  Outstanding loan balance: $4.1 billion
•  FY 2022 origination volume: $2.87 billion
•  Average loan size: $18,400 (consumer personal loans); $42,000 (micro-business loans)
•  Reported ACL: $143.5 million (coverage ratio of 3.50%)
•  Reported net charge-off ("NCO") rate: 2.14%
•  Reported 90+ day delinquency rate: 1.72%
These metrics are relevant to the Staff's analysis and are discussed in greater detail throughout the chronology below. Importantly, BRB's disclosure of these metrics — and, over time, increasingly granular breakdowns thereof — reflects a pattern of progressive transparency that is central to this Wells Submission.
II. Baseline Disclosure Framework — FY 2021 Form 10-K and Prior Periods
A. Initial BridgeFin Disclosures (FY 2020 10-K and FY 2021 10-K)
When the BridgeFin platform launched in the third quarter of 2020, BRB's initial disclosures treated the BridgeFin portfolio as part of the Bank's broader consumer loan segment in its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the "FY 2020 10-K"). At that stage, the BridgeFin portfolio represented a relatively small portion of BRB's total consumer loan assets, and BRB's treatment of the portfolio within its existing segment reporting was consistent with both prevailing industry practice and the applicable requirements of ASC 280 — Segment Reporting.
Specifically, in the FY 2020 10-K:
•  BridgeFin was referenced in the "Business" section (Item 1) as a newly launched digital lending initiative, with a general description of the platform's technology, target borrower demographics, and anticipated growth trajectory.
•  Credit performance metrics for BridgeFin originations were aggregated with BRB's legacy consumer lending portfolio in the notes to the consolidated financial statements and in the Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A"). No separate credit quality tables or ACL disclosures were provided for BridgeFin as a distinct sub-segment, as the portfolio was not yet material on a standalone basis.
By the time BRB filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the "FY 2021 10-K"), the BridgeFin portfolio had grown substantially. In recognition of its increasing materiality, BRB management determined that BridgeFin should be reported as a separately identified sub-segment within the consumer loan portfolio in the notes to the financial statements. This was a meaningful step that provided investors with a clearer view of BridgeFin's credit characteristics and performance, distinct from BRB's traditional consumer lending operations.
The FY 2021 10-K included the following BridgeFin-specific disclosures:
•  A separate line item for BridgeFin loan balances in the composition-of-loan-portfolio table within the notes to the consolidated financial statements.
•  A dedicated paragraph within the MD&A discussing BridgeFin's growth trajectory, origination volumes, general credit performance, and strategic significance to BRB's broader digital banking strategy.
•  Aggregate-level credit quality data for the BridgeFin sub-segment, including delinquency rates and net charge-off information, presented as components of the broader consumer loan segment credit quality tables.
While these disclosures were appropriate for the period in question and consistent with prevailing industry practice among peer institutions with comparable digital lending initiatives, BRB management recognized — as discussed in Section VII below — that further enhancements would be warranted as the portfolio continued to grow and season.
B. Audit and Regulatory Context
BRB's financial statements for the fiscal years ended December 31, 2021 and December 31, 2022 were audited by Whitfield Keane LLP, an independent registered public accounting firm. In connection with its audits, Whitfield Keane evaluated BRB's internal controls over financial reporting ("ICFR"), including those controls relating to the estimation and disclosure of the ACL for the BridgeFin portfolio. No material weaknesses were identified in BRB's ICFR in either the FY 2021 or FY 2022 audit cycles with respect to the ACL or any other area of financial reporting.
During this same period, BRB was subject to routine prudential supervision by the Office of the Comptroller of the Currency ("OCC") under Charter No. 24891. BRB maintained a satisfactory composite CAMELS rating of 2, reflecting the OCC's assessment that the Bank operated in a fundamentally sound manner with only moderate supervisory concerns. The OCC's supervisory assessments during FY 2021 and FY 2022 did not identify any significant deficiencies in BRB's credit risk management practices or public disclosures related to the BridgeFin portfolio.
In addition, Caldwell Pratt & Stein LLP, BRB's outside securities counsel, reviewed and assisted in the preparation of each of the 10-K and 10-Q filings at issue in this investigation. Martin Caldwell, lead partner on the BRB engagement, participated in quarterly disclosure review sessions with BRB's Disclosure Committee and provided guidance on compliance with Regulation S-K, Regulation S-X, and applicable SEC Staff interpretive positions.
III. FY 2022 Form 10-K (Filed February 28, 2023) — Disclosures at the Time of the Filings Under Review
The Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the "FY 2022 10-K"), filed on February 28, 2023, is the principal filing under review in the Staff's investigation. Set forth below is a description of the BridgeFin-related disclosures contained in that filing, which BRB submits were materially accurate, not misleading, and compliant with applicable GAAP and SEC disclosure requirements.
A. ACL Disclosures
BRB disclosed an allowance for credit losses of $143.5 million attributable to the BridgeFin portfolio, representing a coverage ratio of 3.50% against outstanding BridgeFin loan balances of $4.1 billion as of December 31, 2022. This amount was presented as a separately identified line item in the ACL rollforward table included in Note 5 (Allowance for Credit Losses) to the consolidated financial statements.
The FY 2022 10-K described BRB's CECL methodology for the BridgeFin portfolio in detail, including the use of a probability-of-default / loss-given-default ("PD/LGD") model framework with vintage-cohort segmentation and qualitative adjustment overlays. The description of key model inputs included reference to historical loss experience drawn from BridgeFin's own origination data (supplemented, for earlier vintages, by proxy data from comparable digital lending portfolios), macroeconomic forecasts (including unemployment rate and GDP growth projections sourced from Moody's Analytics baseline, upside, and downside scenarios), and portfolio composition factors such as borrower credit score distribution, loan-to-value ratios, and geographic concentration.
The ACL rollforward table presented beginning balance, provision for credit losses, net charge-offs, recoveries, and ending balance for the BridgeFin sub-segment, consistent with the requirements of ASC 326-20-50.
B. Credit Quality Disclosures
The FY 2022 10-K included credit quality tables in the notes to the consolidated financial statements that reported a net charge-off rate of 2.14% for the BridgeFin sub-segment for the fiscal year ended December 31, 2022. This rate was calculated as net charge-offs divided by average outstanding BridgeFin loan balances during the period.
In addition, a 90+ day delinquency rate of 1.72% was reported for the BridgeFin portfolio as of December 31, 2022, based on the aggregate balance of loans 90 or more days past due as a percentage of total outstanding BridgeFin balances.
An aging schedule was provided at the aggregate BridgeFin level, broken down into the following delinquency buckets: current, 30–59 days past due, 60–89 days past due, and 90 or more days past due. This presentation was consistent with the aging disclosure format used by BRB for its other loan portfolios and with the requirements of ASC 326-20-50-6 through 50-7.
C. MD&A Discussion
The MD&A section of the FY 2022 10-K included a narrative discussion of BridgeFin's growth trajectory, competitive landscape, and credit performance trends during the fiscal year. The discussion addressed year-over-year changes in origination volumes, the expansion of BRB's underwriting algorithms, and general trends in borrower credit profiles. Credit performance was discussed in the context of the overall macroeconomic environment, including references to rising consumer debt levels, inflationary pressures, and labor market conditions.
The FY 2022 10-K MD&A also included a general reference to BRB's loan modification practices, noting that BRB offered hardship-based payment relief options to qualifying borrowers across its lending portfolios, including BridgeFin. However, this reference was qualitative in nature and did not include a specific quantification of the number or aggregate balance of BridgeFin loans that had been modified or re-aged during the period. As discussed below, BRB subsequently enhanced this disclosure in the Q3 2023 Form 10-Q to include such quantification.
D. Limitations Identified by Management in Retrospect
BRB acknowledges that, while the FY 2022 10-K disclosures complied with applicable GAAP requirements and SEC disclosure rules in effect at the time of filing, BRB management subsequently recognized opportunities to enhance the granularity of its BridgeFin disclosures. These opportunities related particularly to the provision of vintage-level delinquency and performance data and to the treatment and quantification of re-aged and modified loans.
Specifically, as the Staff is aware, the FY 2022 10-K did not include vintage-level delinquency breakdowns that would have allowed investors to identify performance variances among different origination cohorts — including the post-Q2 2021 vintages that the Staff's investigation has focused on. Nor did the FY 2022 10-K separately quantify the approximately 12,847 re-aged or modified BridgeFin loans with an aggregate outstanding balance of approximately $236.4 million. BRB management recognized these limitations in the course of its ongoing disclosure improvement process, as documented in the internal Disclosure Committee records discussed in Sections IV and V below, and took voluntary corrective action in subsequent filings.
Critically, the absence of these specific disclosures from the FY 2022 10-K did not render the reported credit metrics inaccurate. The reported NCO rate of 2.14% and 90+ day delinquency rate of 1.72% were correctly calculated based on BRB's accounting policies and were presented in accordance with ASC 326. The question of enhanced granularity is a matter of disclosure judgment — not of accuracy or truthfulness — and BRB's subsequent voluntary enhancements reflect a good-faith exercise of that judgment in favor of greater transparency.
IV. Q1 2023 Form 10-Q (Filed May 10, 2023)
A. Incremental Enhancements
The Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (the "Q1 2023 10-Q"), filed on May 10, 2023, reflected incremental enhancements to BRB's BridgeFin disclosures as management continued to refine its reporting in the ordinary course of business.
The Q1 2023 10-Q added a brief qualitative discussion in the MD&A section regarding the performance of BridgeFin origination vintages originated after the second quarter of 2021 (the "post-Q2 2021 vintages"). This discussion noted that management was monitoring early delinquency trends in these cohorts and that certain post-Q2 2021 vintages were exhibiting modestly elevated early-stage delinquency rates relative to earlier origination vintages, consistent with the broader macroeconomic environment and the competitive dynamics of the digital lending market during the period.
BRB continued to report BridgeFin ACL and credit quality metrics as a distinct sub-segment within the consumer loan portfolio, consistent with the framework established in the FY 2021 10-K. The aggregate-level aging schedule was carried forward. No vintage-level delinquency breakdown was provided in this filing, as BRB's Disclosure Committee was still in the process of evaluating the appropriate format and scope for such enhanced reporting, as discussed below.
B. Internal Discussions
Notably, during the first quarter of 2023, Annette Kowalski, BRB's Chief Risk Officer, initiated internal discussions regarding the expansion of vintage-level credit reporting for the BridgeFin portfolio. Ms. Kowalski's initiative was prompted by her review of emerging industry practices among peer institutions and by feedback from BRB's internal Risk Management Committee regarding the utility of vintage-level data for internal risk monitoring and board-level reporting.
These discussions, which are documented in the minutes of the Risk Management Committee meetings held on February 14, 2023 and March 22, 2023, predated any contact from the SEC by approximately six months. They were undertaken as part of BRB's ordinary-course continuous improvement of its risk reporting framework and were not prompted by any external regulatory inquiry, investor complaint, or media report. The significance of this timeline cannot be overstated: BRB management was independently moving toward greater disclosure granularity well before any enforcement interest was known to exist.
Ms. Kowalski's proposal was subsequently referred to the Disclosure Committee, chaired by Raymond Hu, for evaluation of public disclosure implications. This referral is documented in the minutes of the Risk Management Committee meeting held on March 22, 2023, and in Ms. Kowalski's memorandum to Mr. Hu dated March 27, 2023. BRB has produced these documents to the Staff in connection with this investigation.
V. Q2 2023 Form 10-Q (Filed August 9, 2023)
A. Disclosures.  The Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (the "Q2 2023 10-Q"), filed on August 9, 2023, maintained BridgeFin sub-segment reporting consistent with the framework established in the FY 2022 10-K and carried forward in the Q1 2023 10-Q. Credit quality tables continued to present aggregate-level aging data for the BridgeFin portfolio without vintage-level disaggregation.
The Q2 2023 10-Q did, however, add one additional sentence in the MD&A credit quality discussion noting that BRB was "continuing to monitor the performance of certain modified loans within the BridgeFin portfolio, including loans for which payment terms had been adjusted under BRB's hardship programs." While brief, this sentence represented a further incremental enhancement — the first time BRB's public filings specifically referenced modified loans within the BridgeFin portfolio in the context of ongoing credit performance monitoring.
B. Pre-Investigation Internal Initiatives
By mid-2023, BRB's internal Disclosure Committee had progressed substantially in its evaluation of whether vintage-level delinquency tables should be included in future quarterly filings. The Disclosure Committee, chaired by Chief Accounting Officer Raymond Hu, included as standing participants Derek Sung, BRB's General Counsel; Patricia Navarrete, Chief Financial Officer; Naveen Chakravarti, BridgeFin Division Head; and a representative of Caldwell Pratt & Stein LLP.
Minutes of the Disclosure Committee meetings held on June 6, 2023, July 11, 2023, and August 2, 2023 reflect extensive discussion of the following topics:
•  The appropriate level of vintage-level granularity for BridgeFin credit quality disclosures (annual versus quarterly origination cohorts);
•  The treatment and presentation of modified and re-aged loans within vintage-level delinquency tables;
•  Peer institution disclosure practices, including a benchmarking review of public filings by range, Kestrel & Co., and Halcyon Industries;
•  The format and layout of proposed vintage-level tables and the integration of such tables into the existing notes-to-financial-statements disclosure framework; and
•  Input from Whitfield Keane LLP regarding the consistency of proposed presentation formats with ASC 326 disclosure requirements.
Lorraine Dupont, the audit engagement partner at Whitfield Keane LLP, was consulted during the July 11, 2023 Disclosure Committee meeting regarding the appropriate presentation format for vintage-level data and the implications for audit procedures and review. Ms. Dupont's participation is documented in the meeting minutes and in a follow-up email exchange between Ms. Dupont and Mr. Hu dated July 14, 2023.
These internal initiatives were well underway before the SEC's September 18, 2023 voluntary request letter was received. Indeed, by the time of the August 2, 2023 Disclosure Committee meeting — held more than six weeks before any SEC contact — the Committee had reached a preliminary consensus that vintage-level delinquency tables should be introduced in the Q3 2023 Form 10-Q, and Mr. Hu had assigned staff in BRB's financial reporting group to prepare draft table formats for review. BRB has produced the relevant Disclosure Committee minutes, supporting memoranda, and internal draft table formats to the Staff in connection with this investigation.
VI. September 18, 2023 — SEC Voluntary Request Letter Received
On September 18, 2023, Senior Staff Attorney Andrea Felton of the SEC's Division of Enforcement issued a voluntary request letter to BRB, opening an inquiry into BRB's disclosures relating to the BridgeFin portfolio (File No. HO-14287). The letter requested production of documents and information relating to, among other things, BRB's ACL methodology for the BridgeFin portfolio, the treatment of modified and re-aged loans, and the basis for BRB's reported delinquency and net charge-off rates.
On September 20, 2023, BRB engaged Calderwood & Harkness LLP to represent the Bank in connection with the SEC inquiry (Engagement No. SC-MAT-2023-4172; responsible partner Victoria Chambers). BRB promptly instituted a litigation hold and began the process of gathering responsive documents in cooperation with the Staff.
On October 12, 2023, the Commission issued a Formal Order of Investigation in this matter (Order No. EN-2023-0947), elevating the inquiry to a formal investigation.
Critically, the receipt of the SEC voluntary request letter did not alter the trajectory of BRB's pre-existing disclosure enhancement initiatives. As documented in the Disclosure Committee records described in Section V above, the decision to introduce vintage-level delinquency tables in the Q3 2023 10-Q had already been made in substance before the SEC's inquiry was received. The internal workstreams responsible for developing the enhanced disclosures continued on their independent track, while the investigation was managed separately by Calderwood & Harkness LLP and BRB's legal team. BRB was careful to maintain the independence of the disclosure enhancement process from the investigation response process, in order to preserve the integrity of both.
VII. Q3 2023 Form 10-Q (Filed November 9, 2023) — Major Voluntary Disclosure Enhancements
The Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (the "Q3 2023 10-Q"), filed on November 9, 2023, represented a significant step forward in BRB's disclosure of BridgeFin credit quality information. The enhancements introduced in this filing addressed each of the principal areas of disclosure granularity that management had identified as opportunities for improvement and that the SEC Staff subsequently focused on in its investigation.
A. Vintage-Level Delinquency Tables (New)
For the first time, BRB included detailed vintage-level delinquency tables for the BridgeFin consumer personal loan and micro-business loan sub-segments in the notes to the consolidated financial statements. These tables represented a substantial increase in the granularity of credit quality information available to investors and analysts.
The vintage-level delinquency tables broke out loan balances by origination vintage, using quarterly cohorts spanning from Q3 2020 (the quarter of BridgeFin's launch) through Q3 2023. For each quarterly origination cohort, the tables presented outstanding loan balances disaggregated by delinquency status across the following categories:
•  Current (performing, not past due)
•  30–59 days past due
•  60–89 days past due
•  90 or more days past due
This level of granularity allowed investors to identify performance differences across vintage cohorts with specificity — including the performance of the post-Q2 2021 vintages that the SEC Staff's investigation has focused on. By presenting the data in this format, BRB provided investors with the analytical tools necessary to assess vintage-specific credit deterioration, to evaluate the effectiveness of BRB's underwriting standards over time, and to form their own views regarding the adequacy of BRB's ACL.
The introduction of vintage-level delinquency tables was consistent with emerging best practices among banking organizations with significant digital lending portfolios and exceeded the minimum requirements of ASC 326-20-50.
B. Expanded MD&A Credit Quality Discussion
The Q3 2023 10-Q included approximately two full pages of new MD&A narrative expanding upon BRB's discussion of BridgeFin credit quality trends. This expanded discussion addressed the following topics in detail:
Vintage-level delinquency trends. BRB discussed observable trends in BridgeFin delinquency rates by origination vintage, noting that certain post-Q2 2021 cohorts exhibited elevated early-stage delinquency rates relative to earlier-originated cohorts. Management attributed these trends to a combination of factors, including the competitive dynamics of the digital lending market during the 2021–2022 period, the expansion of BridgeFin's credit box to serve a broader range of borrowers, and the impact of rapidly changing macroeconomic conditions on borrower repayment capacity.
Macroeconomic impact on borrower repayment. The expanded MD&A discussed the impact of rising interest rates and persistent inflationary pressures on BridgeFin borrowers, particularly those in lower-income segments. Management noted that increases in consumer debt service burdens, driven by Federal Reserve monetary tightening that raised the effective federal funds rate from near zero to over 5% between early 2022 and mid-2023, had contributed to elevated delinquency formation rates among certain borrower segments.
Loan modification and re-aging practices — quantified for the first time. For the first time in a public filing, BRB disclosed that approximately 12,800 BridgeFin loans with an aggregate outstanding balance of approximately $236 million had been modified under BRB's hardship programs. This disclosure provided investors with specific quantitative information regarding the scope of modification activity within the BridgeFin portfolio — information that, as the Staff has indicated, was relevant to investors' assessment of reported delinquency rates.
CECL treatment of modified/re-aged loans. The expanded MD&A included an explanation of BRB's CECL methodology for treating modified and re-aged loans, including the rationale for resetting delinquency clocks upon successful completion of trial modification periods. Management explained that BRB's re-aging policy was consistent with the Interagency Policy Statement on Allowances for Credit Losses and with OCC supervisory guidance, and that re-aged loans were subject to enhanced monitoring, including tracking of re-default rates, throughout their remaining terms.
Qualitative overlays. The expanded MD&A discussion addressed the qualitative overlays applied to the ACL for the BridgeFin portfolio, describing the factors considered by management in determining the appropriate level of qualitative adjustment and the process by which such adjustments were reviewed and approved by the CECL Governance Committee.
C. Enhanced ACL Rollforward
The Q3 2023 10-Q provided a more granular ACL rollforward table that, for the first time, separated the BridgeFin personal loan sub-segment from the BridgeFin micro-business sub-segment. This disaggregation allowed investors to evaluate the credit performance and reserving adequacy of these two distinct product types independently, rather than on a combined basis.
In addition, the enhanced ACL rollforward table disclosed qualitative adjustment amounts as a distinct line item within the rollforward, separately from the quantitatively modeled ACL component. This presentation provided investors with transparency into the magnitude of management judgment exercised in the ACL estimation process and was responsive to evolving expectations among analysts and investors regarding the disclosure of qualitative overlays.
D. Significance.  The disclosure enhancements introduced in the Q3 2023 10-Q were voluntary in every respect. They were not mandated by any SEC Staff comment letter, enforcement directive, consent order, or settlement condition. No regulatory authority or external party required BRB to adopt these enhancements. They were the product of BRB management's own initiative, informed by industry best practices, feedback from BRB's Disclosure Committee and Risk Management Committee, and ongoing dialogue with Whitfield Keane LLP regarding emerging disclosure expectations.
The timing of these enhancements is particularly significant. The Q3 2023 10-Q was filed on November 9, 2023 — approximately seven weeks after the SEC's initial voluntary request letter dated September 18, 2023. However, as documented in detail in Sections IV and V above, the substantive work underlying these enhancements commenced months earlier. The decision to introduce vintage-level delinquency tables was effectively finalized at the Disclosure Committee's August 2, 2023 meeting, more than six weeks before the SEC's first communication. Draft table formats had been prepared, Whitfield Keane LLP had been consulted, and the financial reporting team was already developing the data infrastructure necessary to produce the enhanced disclosures on a quarterly basis.
This timeline underscores BRB's good-faith commitment to transparency and progressive disclosure enhancement. The SEC's inquiry may have confirmed the wisdom of management's decision to proceed with these enhancements, but it did not cause that decision.
VIII. FY 2023 Form 10-K (Filed February 27, 2024) — Further Enhancements
The Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the "FY 2023 10-K"), filed on February 27, 2024, carried forward and further expanded the disclosure enhancements introduced in the Q3 2023 10-Q, representing the most comprehensive set of BridgeFin disclosures that BRB had published to date.
A. Continued and Expanded Vintage-Level Reporting
The FY 2023 10-K carried forward the vintage-level delinquency tables introduced in the Q3 2023 10-Q, now updated to reflect full-year data for the fiscal year ended December 31, 2023. The tables continued to present quarterly origination cohorts with delinquency status breakdowns (current, 30–59 days past due, 60–89 days past due, and 90+ days past due), providing investors with a complete twelve-month view of vintage-level performance trends.
In addition, the FY 2023 10-K introduced a new vintage-level loss-rate table — not previously included in any prior filing — that presented cumulative net charge-off rates for each quarterly origination cohort. This table allowed investors to track cumulative loss development by vintage, facilitating comparisons across cohorts and enabling assessment of the ultimate credit performance trajectory of each vintage relative to BRB's initial loss expectations at origination.
B. Updated ACL and Credit Metrics
The FY 2023 10-K disclosed an updated ACL of $156.2 million attributable to the BridgeFin portfolio, reflecting the impact of enhanced qualitative overlays, updated macroeconomic model inputs, and portfolio composition changes during 2023. The increase in ACL relative to the prior year-end reflected both the growth of the portfolio and management's judgment regarding the appropriate level of reserving in light of the credit quality trends observed in certain post-Q2 2021 vintages.
Notably, BRB's reported 90+ day delinquency rate for the BridgeFin portfolio improved to 1.48% as of December 31, 2023 (compared to 1.72% as of December 31, 2022). This improvement reflected the combined effects of portfolio seasoning, tightened underwriting standards implemented in mid-2023 under Naveen Chakravarti's direction, and the natural run-off of certain higher-risk vintage cohorts. These improving metrics were subsequently provided to the SEC Staff in Calderwood & Harkness LLP's supplemental letter dated April 22, 2024.
C. Expanded Risk Factor Disclosures
The FY 2023 10-K added a new risk factor in Item 1A specifically addressing the risks inherent in BRB's use of AI-driven underwriting models for the BridgeFin portfolio. This risk factor, which had not appeared in any prior filing, discussed in detail the following risk categories:
•  Model risk: The risk that BRB's proprietary AI-driven underwriting algorithms may fail to accurately predict borrower creditworthiness due to data limitations, model specification errors, overfitting, or changes in the underlying relationships between model inputs and credit outcomes.
•  Limited historical performance data: The risk associated with the relatively short operating history of the BridgeFin platform, which limits the availability of through-the-cycle performance data upon which to calibrate credit models and loss expectations.
•  Sensitivity to macroeconomic assumptions: The risk that the macroeconomic scenarios used as inputs to BRB's CECL models may not adequately capture the range of plausible economic outcomes, leading to potential under- or over-estimation of expected credit losses.
The addition of this risk factor reflected BRB management's evolving assessment of the risk landscape associated with AI-driven digital lending and was consistent with the SEC Division of Corporation Finance's stated interest in enhanced AI-related disclosures across registrants.
D. Internal Controls Over Financial Reporting
The FY 2023 10-K included enhanced disclosure regarding BRB's CECL model governance framework, providing investors with greater visibility into the controls and procedures governing the ACL estimation process for the BridgeFin portfolio. The enhanced disclosure addressed the following elements:
•  Quarterly model validation procedures: BRB's model risk management team conducts quarterly validation assessments of the PD/LGD model used for the BridgeFin portfolio, including evaluation of model discrimination, calibration accuracy, and stability.
•  Back-testing protocols: BRB performs periodic back-testing of CECL model outputs against realized credit losses, with results reported to the CECL Governance Committee and the Board's Audit Committee.
•  Independent model challenge: Chief Risk Officer Annette Kowalski serves as the senior executive responsible for independent model challenge of the BridgeFin CECL model, ensuring that model outputs and qualitative overlays are subject to rigorous scrutiny by a function independent of the business line and the financial reporting function.
These enhanced ICFR disclosures provided investors with a more complete understanding of the governance and control framework surrounding BRB's ACL estimation process and were responsive to the SEC Staff's focus on model governance practices.
IX. Summary of Disclosure Enhancements — Comparative Table
The following table summarizes the progressive enhancement of BRB's BridgeFin-related disclosures across the filing periods covered by this Exhibit. The table demonstrates the systematic and voluntary nature of BRB's disclosure improvements, with the most significant additions appearing in the Q3 2023 10-Q and FY 2023 10-K.
As the table illustrates, BRB's disclosures evolved from a baseline of sub-segment-level reporting in the FY 2021 10-K to a comprehensive framework that includes vintage-level delinquency and loss-rate tables, quantified modification data, qualitative overlay transparency, and enhanced risk factor and governance disclosures in the FY 2023 10-K. Each enhancement was additive, and none was retracted or diluted in subsequent filings.
X. Conclusion
The chronology set forth in this Exhibit demonstrates that BRB's disclosure enhancements with respect to the BridgeFin portfolio were:
1.  Initiated before the SEC investigation began. Internal Disclosure Committee and Risk Management Committee discussions regarding expanded vintage-level credit reporting commenced in the first and second quarters of 2023 — months before the SEC's September 18, 2023 voluntary request letter. The preliminary decision to introduce vintage-level delinquency tables in the Q3 2023 10-Q was reached at the Disclosure Committee's August 2, 2023 meeting, more than six weeks before any SEC contact.
2.  Implemented voluntarily in Q3 2023 and further expanded in FY 2023. The significant disclosure enhancements introduced in the Q3 2023 10-Q — including vintage-level delinquency tables, quantification of modified and re-aged loans, expanded MD&A narrative, and qualitative overlay transparency — were not mandated by any SEC comment letter, enforcement directive, consent order, or other regulatory requirement. They were the product of BRB management's own initiative. Further enhancements in the FY 2023 10-K, including vintage-level loss-rate tables, an AI/model risk factor, and CECL governance disclosures, reflected BRB's continued commitment to progressive transparency.
3.  Responsive to evolving investor needs and industry best practices, not solely to the SEC investigation. BRB's disclosure enhancements were informed by peer institution benchmarking, industry developments in digital lending disclosure, dialogue with Whitfield Keane LLP regarding emerging audit and disclosure expectations, and input from BRB's own Risk Management Committee regarding the utility of vintage-level data for investor and board-level reporting. While the SEC's investigation may have confirmed the relevance of the enhancements that BRB was already pursuing, it did not originate or dictate them.
4.  Consistent with BRB's longstanding cooperative posture with its regulators. BRB has maintained a satisfactory composite CAMELS rating of 2 under OCC Charter No. 24891 and has a history of constructive engagement with its prudential regulators. BRB's approach to disclosure enhancement reflects the same cooperative and proactive posture that has characterized its regulatory relationships more broadly.
Taken together, BRB's proactive disclosure enhancements are fundamentally inconsistent with the suggestion that BRB sought to conceal or minimize credit quality issues in its BridgeFin portfolio. To the contrary, the record demonstrates that BRB management identified opportunities for enhanced transparency, developed a plan to implement those enhancements, and executed that plan — largely before the SEC's inquiry and entirely of its own volition.
The voluntary nature, substantive scope, and temporal sequence of these improvements should weigh heavily against any recommendation of enforcement action by the Staff. BRB respectfully submits that the disclosure chronology described herein is precisely the type of proactive, good-faith conduct that the Commission's enforcement framework is designed to encourage — not punish.
Appendix: Key Dates Referenced in This Exhibit
The following table presents, in chronological order, the key dates referenced throughout this Exhibit for ease of reference.
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
By: ________
Victoria Chambers, Partner 425 Lexington Avenue, 30th Floor New York, NY 10017 Tel: (212) 558-4000
Fax: (212) 558-3588
Counsel for Belmont Ridge Bank National Association
Date: April 5, 2024
Disclosure Element | FY 2021 10-K | FY 2022 10-K (Feb. 28, 2023) | Q1 2023 10-Q (May 10, 2023) | Q2 2023 10-Q (Aug. 9, 2023) | Q3 2023 10-Q (Nov. 9, 2023) | FY 2023 10-K (Feb. 27, 2024)
BridgeFin as separate sub-segment | Yes | Yes | Yes | Yes | Yes | Yes
Vintage-level delinquency table | No | No | No | No | Yes | Yes
Vintage-level loss-rate table | No | No | No | No | No | Yes
Quantification of modified/re-aged loans | No | No | No | No | Yes | Yes
Qualitative overlay line item in ACL rollforward | No | No | No | No | Yes | Yes
MD&A discussion of modification/re-aging practices | No | General reference only | General reference only | Brief reference | Detailed (approx. 2 pages) | Detailed (expanded)
AI/model risk factor | No | No | No | No | No | Yes
CECL governance framework disclosure | No | No | No | No | No | Yes
Date | Event
January 1, 2020 | BRB adopts CECL (ASC 326), effective date
Q3 2020 | BridgeFin digital lending platform launches
December 31, 2022 | FY 2022 fiscal year-end; BridgeFin outstanding loans of $4.1 billion
February 28, 2023 | FY 2022 Form 10-K filed (ACL of $143.5 million; NCO rate of 2.14%; 90+ day delinquency rate of 1.72%)
May 10, 2023 | Q1 2023 Form 10-Q filed (incremental MD&A enhancements regarding post-Q2 2021 vintage performance)
August 9, 2023 | Q2 2023 Form 10-Q filed (reference to monitoring of modified loans added to MD&A)
September 18, 2023 | SEC Division of Enforcement voluntary request letter received (File No. HO-14287)
September 20, 2023 | Calderwood & Harkness LLP engaged to represent BRB (Matter No. SC-MAT-2023-4172; responsible partner Victoria Chambers)
October 12, 2023 | SEC Formal Order of Investigation issued (Order No. EN-2023-0947)
November 9, 2023 | Q3 2023 Form 10-Q filed (vintage-level delinquency tables introduced; expanded MD&A including quantification of approximately 12,800 modified loans with approximately $236 million outstanding balance; qualitative overlay line item added to ACL rollforward)
February 27, 2024 | FY 2023 Form 10-K filed (vintage-level loss-rate tables introduced; ACL of $156.2 million; 90+ day delinquency rate improved to 1.48%; AI/model risk factor and CECL governance framework disclosures added)
April 5, 2024 | Wells Submission filed on behalf of Belmont Ridge Bank National Association

EXHIBIT C

CALDERWOOD & HARKNESS LLP

Record

Parties

Dates

Amounts