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EXHIBIT D

Summary of Office of the Comptroller of the Currency Examination Correspondence Regarding Belmont Ridge Bank NA's Allowance for Credit Losses Methodology

Prepared in Connection with the Wells Submission of Belmont Ridge Bank National Association SEC Division of Enforcement File No. HO-14287

Filed: April 5, 2024

Prepared by:

Calderwood & Harkness LLP 425 Lexington Avenue, 30th Floor New York, New York 10017 Telephone: (212) 558-4000 Facsimile: (212) 558-3588

Engagement No. SC-MAT-2023-4172

On Behalf of:

Belmont Ridge Bank National Association OCC Charter No. 24891 Nasdaq: BRDG 200 Park Avenue South, 38th Floor New York, New York 10003

PRIVILEGE NOTICE AND REDACTION LEGEND

This Exhibit D is submitted subject to and without waiver of the bank-examination privilege recognized under applicable federal law, including 12 U.S.C. § 1820(k), and related regulations promulgated by the Office of the Comptroller of the Currency ("OCC"), codified at 12 C.F.R. Part 4, Subpart C (§§ 4.31–4.44). The bank-examination privilege protects from disclosure confidential supervisory information, including examination reports, supervisory correspondence, work papers, and related materials generated by or provided to the OCC in connection with the examination and supervision of national banking associations. Belmont Ridge Bank National Association ("BRB" or the "Bank") asserts this privilege to the fullest extent permitted by law.

Certain portions of OCC examination reports, supervisory correspondence, and related communications referenced or summarized herein have been redacted to preserve the confidentiality of the OCC supervisory process. All such redactions are indicated by the notation "[REDACTED — BANK-EXAMINATION PRIVILEGE]" appearing in the text at the location where privileged material has been withheld. The redacted material consists of specific examination findings, supervisory ratings components, internal OCC analysis, examination planning memoranda, and related supervisory communications the disclosure of which would impair the confidential supervisory relationship between the OCC and BRB.

This summary has been prepared by counsel at Calderwood & Harkness LLP based upon privileged OCC examination materials maintained by BRB in the ordinary course of its regulatory compliance program. The summary is provided solely for the purpose of the Wells Submission to the Staff of the Securities and Exchange Commission ("SEC"), Division of Enforcement, in connection with File No. HO-14287, and for no other purpose. Nothing in this Exhibit D should be construed as a representation or warranty regarding the completeness of the summary or the absence of additional supervisory communications not addressed herein.

The submission of this summary to the SEC Division of Enforcement does not constitute a waiver of the bank-examination privilege with respect to the underlying OCC examination materials, whether as to the SEC, any other governmental agency, or any third party. BRB relies upon the selective-waiver doctrine as applied to inter-agency submissions of confidential supervisory information, consistent with the principles recognized in In re BankAmerica Corp. Securities Litigation, 78 F.3d 1489 (11th Cir. 1996), and OCC guidance regarding the limited sharing of confidential supervisory information with other federal financial regulators and law enforcement authorities. BRB further notes that the OCC's own regulations, at 12 C.F.R. § 4.37(b), contemplate the sharing of confidential supervisory information with other federal agencies under appropriate circumstances without effecting a general waiver of the privilege.

For reference, the cumulative privilege log submitted in connection with BRB's document productions to the SEC Division of Enforcement (the "Cumulative Privilege Log") identifies a total of 1,847 documents that have been withheld in whole or in part, or redacted, on the basis of applicable privileges, including the bank-examination privilege, the attorney-client privilege, and the work-product doctrine. The bank-examination privilege entries on the Cumulative Privilege Log are cross-referenced, where applicable, to the materials summarized in this Exhibit D. A supplemental index of the specific redacted materials referenced herein is set forth in the Appendix to this Exhibit.

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I. BACKGROUND: OCC SUPERVISORY RELATIONSHIP WITH BELMONT RIDGE BANK NA

A. Overview of BRB's Charter and Regulatory Status

Belmont Ridge Bank National Association is a national banking association organized and existing under the National Bank Act, 12 U.S.C. §§ 21 et seq., and chartered by the Office of the Comptroller of the Currency under OCC Charter No. 24891. As a national bank, BRB is subject to the primary supervision and examination authority of the OCC, which serves as the Bank's sole federal prudential regulator with respect to safety and soundness matters, compliance with applicable banking laws and regulations, and the adequacy of the Bank's financial reporting to federal banking regulators.

BRB is headquartered at 200 Park Avenue South, 38th Floor, New York, New York 10003. The Bank's registered agent for service of process in the State of New York is CT Statutory Agent Services Inc., located at 28 Liberty Street, New York, New York 10005. BRB maintains branch and representative offices in twelve states and the District of Columbia, and conducts digital banking operations nationwide through its proprietary online and mobile banking platforms.

As of December 31, 2022 — the fiscal year-end that is the primary focus of the SEC Staff's inquiry — BRB reported the following key financial metrics in its Consolidated Reports of Condition and Income (Call Reports) filed with the Federal Financial Institutions Examination Council ("FFIEC") and in its Annual Report on Form 10-K filed with the SEC:

• Total consolidated assets: $38.2 billion

• Total deposits: $29.6 billion

• Total loans and leases held for investment (net of unearned income): $24.8 billion

• Total shareholders' equity: $4.03 billion

• Tier 1 leverage ratio: 9.42%

• Total risk-based capital ratio: 13.87%

BRB's common stock is publicly traded on the Nasdaq Global Select Market under the ticker symbol "BRDG." As of September 30, 2023, approximately 187.3 million shares of common stock were issued and outstanding, and the Bank's approximate market capitalization was $4.7 billion based on a closing share price of $25.09 per share.

Effective January 1, 2020, BRB adopted Accounting Standards Update No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (commonly referred to as the "Current Expected Credit Losses" or "CECL" standard, codified at ASC 326). BRB's adoption of CECL was implemented on time, consistent with the mandatory adoption date for SEC-reporting entities that are public business entities meeting the large accelerated filer definition. At the time of adoption, BRB recorded a cumulative-effect adjustment to retained earnings of approximately $87.4 million (net of tax), reflecting the transition from the prior incurred-loss methodology to the lifetime expected credit losses framework required by ASC 326.

B. The BridgeFin Division

BridgeFin is a digital-first consumer lending platform operated as an internal division of BRB, rather than as a separately incorporated subsidiary or affiliate. BridgeFin was launched during the third quarter of 2020 as part of BRB's strategic initiative to expand its consumer lending footprint through technology-enabled origination channels and to diversify the Bank's revenue base beyond its traditional commercial banking and wealth management businesses. The BridgeFin platform was developed in-house under the leadership of Naveen Chakravarti, Senior Vice President and Division Head of BridgeFin, who reports directly to BRB's Chief Operating Officer.

BridgeFin originates two primary categories of credit products:

(i) Unsecured personal loans marketed to consumers with FICO scores generally ranging from 620 to 780, with an average loan size of approximately $18,400 and maturities typically ranging from 24 to 60 months. These loans are originated entirely through digital channels, including BRB's mobile application and the BridgeFin web portal, and are underwritten using a proprietary AI-driven credit scoring and risk assessment model (the "BridgeFin Credit Engine") that supplements traditional bureau-based credit data with alternative data inputs.

(ii) Small-business microloans extended to small and micro enterprises, with an average loan size of approximately $42,000 and maturities ranging from 12 to 36 months. These microloans are marketed through both digital channels and referral partnerships with fintech platforms and small-business service providers.

For fiscal year 2022, BridgeFin reported total origination volume of approximately $2.87 billion across both product categories, representing growth of approximately 34% over the prior fiscal year. As of December 31, 2022, the BridgeFin division's outstanding loan portfolio totaled approximately $4.1 billion, constituting approximately 16.5% of BRB's total consolidated loan portfolio. The BridgeFin portfolio is the fastest-growing segment of BRB's lending operations and has been the subject of significant attention from both investors and the Bank's regulators since its inception.

Because BridgeFin operates as an internal division of BRB rather than a separately chartered or incorporated entity, all BridgeFin loans are originated on BRB's books and are held on the Bank's consolidated balance sheet. BridgeFin's operations, including its credit risk management, allowance estimation, and financial reporting, are subject to the same internal governance framework, risk management infrastructure, and regulatory oversight applicable to BRB as a whole.

C. OCC Examination Cycle and CAMELS Rating

As the primary federal prudential regulator of national banks, the OCC conducts ongoing supervisory activities with respect to BRB, including regular full-scope examination cycles, targeted examinations of specific business lines and risk areas, continuous monitoring through off-site surveillance programs, and periodic supervisory interactions with BRB's senior management and board of directors. The frequency, scope, and intensity of OCC supervisory activities are determined in accordance with the OCC's risk-based supervisory framework and are calibrated to the size, complexity, and risk profile of the supervised institution.

As of September 2023 — the approximate commencement date of the SEC Staff's formal investigation — BRB's composite CAMELS rating assigned by the OCC was 2 (Satisfactory). The CAMELS rating system is a uniform interagency framework used by federal banking regulators to evaluate the financial condition and risk management practices of supervised depository institutions. The composite CAMELS rating reflects an overall assessment across six component factors: Capital adequacy (C), Asset quality (A), Management (M), Earnings (E), Liquidity (L), and Sensitivity to market risk (S). Each component is rated on a scale of 1 (Strong) to 5 (Critically Deficient), and a composite rating is assigned based on the overall condition and risk profile of the institution.

A composite CAMELS rating of 2 indicates that the institution is fundamentally sound, that financial and operational weaknesses, if any, are moderate and well within the board of directors' and management's capabilities and willingness to correct, and that the institution is in substantial compliance with applicable laws, regulations, and supervisory guidance. A rating of 2 is generally regarded as a "passing" rating that does not trigger heightened supervisory scrutiny or enforcement consideration.

BRB's most recent full-scope examination cycle, as relevant to this Wells Submission, encompassed the period including the Bank's fiscal year 2022 financial results, including the year-end December 31, 2022 financial statements that are the primary focus of the SEC Staff's inquiry. The full-scope examination included a review of all major business lines, risk areas, and financial reporting practices, including the Bank's allowance for credit losses methodology and the BridgeFin portfolio's credit-quality reporting.

II. SUMMARY OF OCC SUPERVISORY INTERACTIONS REGARDING ACL METHODOLOGY

A. Scope of OCC Review

As part of its regular supervisory program for BRB, the OCC conducted a substantive review of the Bank's allowance for credit losses ("ACL") methodology, with particular attention to the application of the CECL framework (ASC 326) to the BridgeFin consumer lending portfolio. This review was undertaken within the context of the OCC's ongoing supervisory responsibilities and was informed by the OCC's recognition that the BridgeFin division represented a relatively new and rapidly growing business line with a credit profile that differed in certain material respects from BRB's traditional commercial and real estate lending portfolios.

The scope of the OCC's review encompassed the following principal areas:

(i) Quantitative CECL model inputs and assumptions. The OCC examined the methodology and assumptions underlying BRB's quantitative CECL model for the BridgeFin portfolio, including the Bank's use of a vintage-cohort loss-rate estimation approach. This vintage-cohort methodology groups loans by origination quarter (vintage) and estimates lifetime expected credit losses based on historical loss experience for each cohort, adjusted for current conditions and reasonable and supportable forecasts. The OCC's review included an assessment of the historical data used to calibrate the model, the statistical techniques applied, and the reasonableness of the forecast assumptions.

(ii) Treatment of loan modifications and re-aged loans. The OCC reviewed BRB's policies and practices for the treatment of modified and re-aged loans within the BridgeFin portfolio, including the effect of such modifications on delinquency status classification and vintage-cohort assignment for purposes of the CECL model. This area of review is directly relevant to the central issue raised by the SEC Staff in its Wells Notice.

(iii) Qualitative adjustment overlays. The OCC assessed the qualitative adjustment factors applied by BRB's management to supplement the quantitative CECL model output, including adjustments for macroeconomic conditions, portfolio concentration risk, model uncertainty, and other factors identified under the framework set forth in ASC 326-20-30-9 and the Interagency Policy Statement on the Allowance for Credit Losses.

(iv) Adequacy of disclosures in periodic filings. The OCC reviewed the adequacy and transparency of BRB's credit-quality disclosures in its periodic SEC filings (Forms 10-K and 10-Q) and regulatory reports (Call Reports), with attention to the sufficiency of information provided regarding the BridgeFin portfolio's credit performance, delinquency trends, and allowance methodology.

[REDACTED — BANK-EXAMINATION PRIVILEGE]: Specific scope letters issued by the OCC in connection with the examination cycle, examination planning memoranda prepared by the OCC examination team, and supervisory strategy documents outlining the OCC's examination priorities and areas of focus for BRB during the relevant period. These materials are identified on the Cumulative Privilege Log at entries PL-0894 through PL-0912.

B. OCC's Assessment of BRB's CECL Model

[REDACTED — BANK-EXAMINATION PRIVILEGE]: Detailed examination findings and supervisory conclusions prepared by the OCC examination team regarding the quantitative performance of BRB's CECL model for the BridgeFin portfolio, including any back-testing results, model validation assessments, or comparative analyses conducted by OCC examiners. These materials are identified on the Cumulative Privilege Log at entries PL-0913 through PL-0938.

Notwithstanding the redactions necessitated by the bank-examination privilege, BRB is able to make the following summary representations regarding the OCC's assessment, which are consistent with information that BRB is permitted to disclose without waiving the privilege:

The OCC's examination team conducted a thorough review of BRB's CECL methodology for the BridgeFin portfolio, including the vintage-cohort approach used by the Bank to estimate lifetime expected credit losses for unsecured personal loans and small-business microloans originated through the BridgeFin platform. The OCC's review included an analysis of the model's inputs, assumptions, and outputs, and was performed by experienced bank examiners with specialized expertise in credit risk modeling and allowance estimation for consumer lending portfolios.

As of December 31, 2022, BRB reported an ACL of $143.5 million attributable to the BridgeFin portfolio, representing 3.50% of the $4.1 billion in outstanding BridgeFin loans. This reported ACL level reflected the output of BRB's quantitative CECL model as supplemented by qualitative adjustment overlays approved by the Bank's Credit Risk Committee and ratified by the Audit Committee of the Board of Directors.

The OCC's review of BRB's ACL methodology and the resulting reported allowance level did not result in a finding of material deficiency in BRB's approach. The OCC did not conclude that BRB's reported ACL of $143.5 million was materially understated, nor did the OCC direct BRB to increase the allowance to a specific alternative level. The OCC's assessment was conducted with full access to BRB's granular loan-level data, model documentation, internal validation reports, and related supporting materials — the same categories of information that have been produced to the SEC Staff in the course of this investigation.

[REDACTED — BANK-EXAMINATION PRIVILEGE]: Specific examination ratings assigned to any component of BRB's risk management or financial reporting related to the ACL; any Matters Requiring Attention ("MRAs") or Matters Requiring Immediate Attention ("MRIAs") issued by the OCC in connection with the examination, if any, that related to BRB's ACL methodology, BridgeFin credit-quality reporting, or related matters. These materials, to the extent they exist, are identified on the Cumulative Privilege Log at entries PL-0939 through PL-0951.

C. OCC's Review of Re-Aged and Modified Loan Treatment

A central issue in the SEC Staff's inquiry — and the primary basis for the Wells Notice issued to BRB on February 22, 2024 — concerns BRB's treatment of 12,847 re-aged and modified loans within the BridgeFin portfolio, with an aggregate outstanding principal balance of approximately $236.4 million as of December 31, 2022. These loans had been modified through various hardship and payment-relief programs offered by BridgeFin, including interest-rate reductions, term extensions, and temporary payment deferrals, in accordance with BRB's consumer lending modification policies.

Under BRB's CECL methodology, loans that were successfully modified and brought current — meaning the borrower had made at least three consecutive on-time payments following modification — were treated as "current" for purposes of delinquency status classification and were reassigned to new vintage cohorts reflecting the modification date. This treatment effectively reset the delinquency clock for these loans, removing them from their original vintage-cohort classifications and placing them in cohorts with shorter seasoning periods and, accordingly, lower historical loss rates.

The SEC Staff has contended that this reclassification practice was improper under ASC 326 and that the re-aged and modified loans should have remained in their original vintage-delinquency buckets for purposes of CECL loss estimation. According to the SEC Staff's analysis, retaining these loans in their original vintage cohorts and applying the corresponding historical loss rates would have resulted in an estimated ACL of approximately $180.8 million (4.41% of outstanding BridgeFin loans), representing a potential understatement of $37.3 million relative to BRB's reported ACL of $143.5 million.

[REDACTED — BANK-EXAMINATION PRIVILEGE]: The OCC examiners' specific analysis of BRB's re-aging and modification practices, including any independent calculations or sensitivity analyses performed by OCC examiners, any discussions between OCC examiners and BRB management regarding the treatment of re-aged loans, and any supervisory conclusions or recommendations rendered by the OCC in this regard. These materials are identified on the Cumulative Privilege Log at entries PL-0952 through PL-0978.

Notwithstanding these redactions, BRB is able to make the following summary representation:

The OCC's supervisory review of BRB's loan modification and re-aging policies for the BridgeFin portfolio was conducted in the context of, and with reference to, the applicable supervisory framework, including the OCC Comptroller's Handbook sections on "Allowance for Credit Losses" (Version 1.0, June 2020; updated April 2021) and "Loan Modifications" (Version 1.0, as updated). The OCC's review also considered the guidance set forth in the Interagency Policy Statement on the Allowance for Credit Losses, issued jointly by the OCC, the Federal Reserve Board, the FDIC, and the NCUA in 2019, as well as the supplemental interagency guidance on loan modifications and reporting issued in connection with the COVID-19 pandemic and its aftermath.

Based on the OCC's review, the OCC did not identify BRB's treatment of re-aged and modified loans within the BridgeFin portfolio as inconsistent with applicable supervisory guidance or as a basis for supervisory criticism. The OCC did not direct BRB to change its vintage-cohort classification methodology for re-aged loans, did not require BRB to restate its previously reported ACL, and did not issue an MRA or MRIA related to this specific practice.

This supervisory conclusion is significant in the context of the SEC Staff's theory of the case. The OCC examiners who reviewed BRB's re-aging practices are specialists in credit-risk management and allowance estimation for national banks, with direct supervisory authority over the Bank and access to all relevant data and documentation. Their assessment that BRB's approach was not inconsistent with applicable guidance represents the considered professional judgment of the Bank's primary prudential regulator.

D. OCC's Evaluation of Credit-Quality Metrics

In addition to its review of BRB's ACL methodology and loan modification practices, the OCC reviewed the Bank's reported credit-quality metrics for the BridgeFin portfolio. These metrics are key indicators of portfolio performance and are integral to the assessment of the adequacy of the ACL under both accounting standards and prudential regulatory requirements.

The credit-quality metrics reported by BRB for the BridgeFin portfolio as of and for the fiscal year ended December 31, 2022, included the following:

• Net charge-off rate (FY 2022, as reported): 2.14% of average outstanding BridgeFin loans

• 90+ day delinquency rate (as reported as of December 31, 2022): 1.72% of outstanding BridgeFin loans

• 30–89 day delinquency rate (as reported as of December 31, 2022): 3.41% of outstanding BridgeFin loans

• Provision for credit losses attributable to BridgeFin (FY 2022): $98.7 million

[REDACTED — BANK-EXAMINATION PRIVILEGE]: The OCC's independent analysis of BridgeFin credit-quality metrics, including any adjustments, alternative calculations, or comparative benchmarking analyses performed by OCC examiners, and any specific supervisory conclusions regarding the accuracy or completeness of BRB's reported credit-quality data. These materials are identified on the Cumulative Privilege Log at entries PL-0979 through PL-0997.

BRB makes the following summary representation: The OCC's assessment of BridgeFin's credit-quality indicators, including the metrics set forth above, did not result in a directive to BRB to materially increase its ACL, restate its reported credit-quality figures, or take corrective action with respect to its credit-quality reporting practices. The OCC's review encompassed an evaluation of whether BRB's reported metrics accurately reflected the underlying credit performance of the BridgeFin portfolio and whether the Bank's disclosures provided adequate transparency to investors and market participants.

It is important to note that OCC examiners had access to granular loan-level data for the entire BridgeFin portfolio, including complete data on re-aged and modified loans, as part of the regular examination process. The OCC's review was not limited to the summary-level metrics reported in BRB's public filings; rather, it encompassed a review of the underlying loan-level records from which those metrics were derived. This level of data access and analytical rigor is a hallmark of the OCC examination process and distinguishes the OCC's assessment from analyses that may be based on more limited data sets or summary-level information.

III. CONCURRENT SUPERVISORY ASSESSMENT DURING SEC INVESTIGATION PERIOD

A. OCC Awareness of SEC Inquiry

Following the commencement of the SEC investigation — which originated with a voluntary document request letter from the SEC Division of Enforcement dated September 18, 2023, and progressed to the issuance of a Formal Order of Investigation, No. EN-2023-0947, dated October 12, 2023 — BRB promptly notified the OCC of the SEC inquiry in accordance with standard supervisory communication protocols applicable to significant regulatory and legal developments. BRB's notification to the OCC was consistent with the Bank's obligations under OCC supervisory guidance to inform its primary regulator of material legal proceedings, enforcement actions, and regulatory inquiries that could affect the Bank's operations, financial condition, or reputation.

[REDACTED — BANK-EXAMINATION PRIVILEGE]: Specific communications between BRB and the OCC regarding the SEC investigation, including any written notifications submitted by BRB to the OCC, any OCC responses or follow-up inquiries, and any supervisory discussions regarding the potential implications of the SEC inquiry for BRB's regulatory standing or supervisory strategy. These materials are identified on the Cumulative Privilege Log at entries PL-0998 through PL-1014.

BRB's timely notification to the OCC ensured that the Bank's primary prudential regulator was fully apprised of the SEC Staff's areas of inquiry and was in a position to assess whether the matters under investigation by the SEC warranted any concurrent supervisory action by the OCC. As described below, the OCC's concurrent assessment did not result in any such action.

B. No Concurrent OCC Enforcement or Supervisory Action

During the entire period of the SEC investigation — from September 2023 through the date of this Wells Submission in April 2024 and continuing through the present — the OCC has not initiated any formal or informal enforcement action against BRB with respect to its ACL methodology, BridgeFin portfolio credit-quality reporting, or related financial disclosures. Specifically:

(i) The OCC has not issued a cease-and-desist order under 12 U.S.C. § 1818(b) or (c) directing BRB to modify its CECL methodology, restate its ACL, or alter any aspect of its credit-quality reporting for the BridgeFin portfolio.

(ii) The OCC has not imposed a civil money penalty under 12 U.S.C. § 1818(i) or any other statutory authority in connection with BRB's ACL methodology or related disclosures.

(iii) The OCC has not entered into a formal written agreement, consent order, or other formal enforcement document with BRB addressing any aspect of the ACL methodology, BridgeFin credit-quality reporting, or related matters.

(iv) The OCC has not issued an informal enforcement action — including a commitment letter, memorandum of understanding, or board resolution — directing BRB to take corrective action with respect to its CECL model, ACL estimation, or related practices.

(v) The OCC has not issued any Matters Requiring Attention ("MRAs") or Matters Requiring Immediate Attention ("MRIAs") specifically directed at BRB's treatment of re-aged and modified loans within the BridgeFin portfolio or the resulting effect on the Bank's reported ACL, to the best of BRB's knowledge based on the supervisory communications received by the Bank during the relevant period.

BRB's composite CAMELS rating assigned by the OCC remained at 2 (Satisfactory) throughout the period of the SEC investigation, from September 2023 through the present. No component rating was downgraded during this period. The maintenance of this rating reflects the OCC's continuing assessment that BRB's overall financial condition, risk management practices, and compliance with applicable laws and regulations remain fundamentally sound.

The absence of any OCC enforcement or supervisory action during the pendency of the SEC investigation is particularly significant in light of the OCC's awareness of the SEC Staff's concerns regarding BRB's ACL methodology. The OCC had the opportunity and the authority to take independent supervisory action if it had determined that BRB's ACL methodology was deficient or that the Bank's reported allowance was materially understated. The OCC's decision not to take any such action constitutes an implicit endorsement of the reasonableness of BRB's approach and is consistent with the OCC's examination findings summarized in Section II above.

C. OCC's Review of BRB's Enhanced Disclosures

In the third quarter of 2023, following the commencement of the SEC Staff's inquiry but prior to the issuance of the Formal Order of Investigation, BRB voluntarily undertook to enhance its disclosures regarding the BridgeFin portfolio's credit performance. These disclosure enhancements were implemented in BRB's Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed with the SEC on November 9, 2023. The enhanced disclosures included:

(i) Vintage-level delinquency tables. BRB added detailed tables presenting delinquency data (current, 30–59 days past due, 60–89 days past due, 90+ days past due) for the BridgeFin portfolio broken down by origination vintage (quarterly cohorts), enabling investors to assess credit performance trends across different loan vintages.

(ii) Expanded MD&A discussion of credit-quality indicators. BRB expanded its Management's Discussion and Analysis section to include additional qualitative and quantitative discussion of BridgeFin credit-quality indicators, including trends in delinquency, modification activity, and net charge-offs, with enhanced context regarding the factors influencing credit performance.

(iii) Supplemental disclosure of loan modification activity. BRB provided additional disclosure of the volume and characteristics of loan modifications within the BridgeFin portfolio, including the number of modified loans, aggregate outstanding balances, types of modification granted, and post-modification performance metrics.

[REDACTED — BANK-EXAMINATION PRIVILEGE]: Any OCC commentary, assessment, or supervisory feedback regarding BRB's enhanced disclosures, including any communications between OCC examiners and BRB management regarding the adequacy, scope, or presentation of the enhanced disclosure package. These materials are identified on the Cumulative Privilege Log at entries PL-1015 through PL-1029.

BRB makes the following summary representation: The voluntary disclosure enhancements described above were undertaken in consultation with BRB's Chief Risk Officer, Annette Kowalski, and Chief Accounting Officer, Raymond Hu, and were developed with the input of the Bank's external auditors and outside counsel. The enhancements were designed to provide investors and market participants with greater transparency regarding the BridgeFin portfolio's credit performance and were consistent with the OCC's general expectations for transparency in credit-quality reporting by supervised institutions. BRB's decision to enhance its disclosures was an exercise of management's good-faith judgment regarding best practices in financial reporting and was not undertaken in response to any specific regulatory directive or supervisory criticism.

IV. SIGNIFICANCE OF OCC FINDINGS FOR THE WELLS SUBMISSION

A. The OCC's Concurrent Assessment Supports the Reasonableness of BRB's CECL Methodology

The OCC is the primary prudential regulator of national banks and possesses the deepest institutional expertise in evaluating the adequacy of national banks' allowances for credit losses. The OCC's supervisory mandate under the National Bank Act and implementing regulations encompasses the safety and soundness of supervised institutions, including the adequacy of their loan-loss reserves, the soundness of their credit risk management practices, and the accuracy and completeness of their financial reporting to regulators and the investing public. OCC bank examiners assigned to the supervision of institutions such as BRB are highly trained specialists with extensive experience in credit risk analysis, CECL modeling, and allowance estimation across a wide range of loan portfolio types and risk profiles.

The OCC's examination of BRB's ACL methodology — conducted by experienced bank examiners with full and unrestricted access to BRB's loan-level data, model documentation, internal validation reports, Credit Risk Committee minutes, Audit Committee materials, and all other relevant internal records — found no material deficiency in BRB's approach to estimating the ACL for the BridgeFin portfolio. The OCC did not conclude that BRB's reported ACL of $143.5 million was materially understated, did not direct BRB to increase the allowance, and did not require any restatement of previously reported financial results.

This regulatory conclusion is highly relevant to the SEC Staff's consideration of whether BRB's reported ACL represented a material misstatement of the Bank's financial condition or, rather, fell within the range of reasonable estimates permissible under ASC 326. As the FASB has acknowledged, and as the Interagency Policy Statement on the Allowance for Credit Losses confirms, the estimation of lifetime expected credit losses under CECL necessarily involves significant management judgment regarding the selection of models, inputs, assumptions, and adjustments. Reasonable estimators applying the same accounting standard to the same loan portfolio may arrive at different point estimates within a range of reasonable outcomes. The fact that the SEC Staff may have calculated a different ACL figure using an alternative methodology does not, standing alone, establish that BRB's reported ACL was outside the range of reasonable estimates — particularly where the Bank's primary prudential regulator, with greater data access and supervisory expertise, reached a contrary conclusion.

B. Consistency with Regulatory Guidance on Loan Modifications

BRB's treatment of re-aged and modified loans within the BridgeFin portfolio — specifically, the practice of reclassifying successfully modified loans as "current" and reassigning them to new vintage cohorts — was consistent with OCC Comptroller's Handbook guidance on loan modifications and the treatment of modified loans for purposes of credit-quality classification and loss estimation. The OCC's supervisory review, as summarized in Section II.C above, confirmed that BRB's approach was not inconsistent with applicable supervisory guidance and did not constitute a basis for supervisory criticism.

The absence of any OCC criticism of BRB's re-aging practices is directly relevant to, and materially undermines, the SEC Staff's position that BRB's classification methodology was improper or resulted in a material understatement of the ACL. The SEC Staff's theory presumes that BRB's treatment of re-aged loans was not merely suboptimal or less conservative than an alternative approach, but was affirmatively improper — a characterization that the OCC's experienced examiners, with full access to the same data and documentation, did not endorse.

It bears emphasis that the OCC's supervisory guidance on loan modifications and re-aging is specifically designed to address the credit-risk implications of modification practices in the context of bank supervision. The OCC Comptroller's Handbook provides detailed guidance on the circumstances under which modified loans may appropriately be returned to "current" status, the criteria for evaluating post-modification performance, and the implications of modification activity for allowance estimation. BRB's policies and practices were developed with reference to this guidance, and the OCC's examination confirmed their consistency with the applicable framework.

C. No Directive to Restate or Increase ACL

At no point during its examination of BRB's ACL methodology or its supervisory interactions with BRB during the relevant period did the OCC direct the Bank to materially increase its ACL, restate its financial statements, or fundamentally alter its CECL model methodology. This fact is of critical significance in evaluating the merits of the SEC Staff's preliminary conclusion that BRB's ACL should have been approximately $180.8 million — a figure representing a $37.3 million increase (approximately 26.0%) over BRB's reported ACL of $143.5 million.

The magnitude of the difference between the SEC Staff's calculated ACL and BRB's reported ACL is substantial, and if the SEC Staff's position were correct, one would reasonably expect the OCC — which reviewed substantially the same data and methodology — to have identified the understatement and required corrective action. The OCC's decision not to do so is powerful evidence that BRB's reported ACL fell within the range of reasonable estimates and did not constitute a material misstatement.

Moreover, it is important to recognize that the OCC's examination was not a cursory or superficial review. OCC examiners devoted significant time and resources to the analysis of BRB's ACL methodology, including the BridgeFin portfolio, and had access to granular loan-level data, model documentation, and internal records that enabled a detailed assessment of the Bank's approach. The OCC's conclusion that no corrective action was warranted was the product of a thorough and informed regulatory review.

D. CAMELS Rating as Indicator of Sound Risk Management

BRB's maintenance of a composite CAMELS rating of 2 (Satisfactory) throughout the relevant period — including during the pendency of the SEC investigation — reflects the OCC's overall confidence in BRB's risk management practices, including its credit-loss estimation processes, governance framework, and financial reporting capabilities. The CAMELS rating is a holistic assessment that encompasses all aspects of an institution's financial condition and risk management, and the assignment of a composite rating of 2 indicates that the OCC has determined that the institution is fundamentally sound.

The Asset Quality ("A") component of the CAMELS rating is particularly relevant in this context. The Asset Quality component reflects the OCC's assessment of the quality of the institution's loan portfolio, the adequacy of its allowance for credit losses, and the effectiveness of its credit risk management practices. The Management ("M") component is also relevant, as it reflects the OCC's assessment of the competence and effectiveness of the institution's board of directors and management team in identifying, measuring, monitoring, and controlling risk — including credit risk.

A composite CAMELS rating of 2 indicates that any weaknesses identified by the OCC are moderate in nature and are well within the institution's board's and management's capabilities and willingness to correct. The maintenance of this rating during the period in which the SEC Staff was investigating BRB's ACL methodology is a strong indication that the OCC did not view the matters at issue as presenting a significant safety and soundness concern or as reflecting a material deficiency in BRB's risk management or financial reporting practices.

V. CONCLUSION

The OCC's concurrent supervisory assessment of BRB's allowance for credit losses methodology and BridgeFin portfolio credit-quality reporting — conducted by experienced bank examiners with full and unrestricted access to granular loan-level data, model documentation, and all relevant internal records — found no material deficiency in BRB's approach and resulted in no enforcement or supervisory action of any kind. The OCC did not direct BRB to increase its ACL, restate its financial statements, or modify its CECL model methodology, and did not identify BRB's treatment of re-aged and modified loans as inconsistent with applicable supervisory guidance.

BRB's composite CAMELS rating under OCC Charter No. 24891 remained at 2 (Satisfactory) throughout the relevant period, including during the pendency of the SEC investigation. No component rating was downgraded, and no MRA or MRIA was issued in connection with the matters that are the subject of the SEC Staff's inquiry.

The OCC's findings, rendered by the national bank's primary prudential regulator — the federal agency with the greatest institutional expertise and authority over the adequacy of national banks' allowances for credit losses — strongly support BRB's position that its CECL methodology and resulting ACL of $143.5 million (3.50% of outstanding BridgeFin loans) as of December 31, 2022, were within the range of reasonable estimates permissible under ASC 326. The OCC's conclusion that BRB's ACL methodology was sound, and that no corrective action was warranted, is entitled to significant weight in the SEC Staff's evaluation of whether the reported ACL constituted a material misstatement.

BRB respectfully submits that the OCC's supervisory conclusions, as summarized in this Exhibit D, constitute significant and probative evidence that no enforcement action by the SEC Division of Enforcement is warranted. The SEC Staff's alternative calculation of the ACL, while reflecting one possible methodological approach, does not establish that BRB's reported ACL was outside the range of reasonable estimates — and the OCC's concurrent regulatory assessment, informed by the same data and conducted with greater institutional expertise in bank-level credit-loss estimation, affirmatively supports the reasonableness of BRB's approach.

APPENDIX: INDEX OF REDACTED MATERIALS

The following table identifies the OCC examination materials referenced in this Exhibit D that have been redacted or withheld on the basis of the bank-examination privilege under 12 U.S.C. § 1820(k) and 12 C.F.R. Part 4, Subpart C. Each entry provides a general, non-privileged characterization of the document, the approximate date, the privilege basis, and the corresponding entry on the Cumulative Privilege Log submitted in connection with BRB's document productions to the SEC Division of Enforcement.

Total privilege log entries encompassed by this Appendix: PL-0894 through PL-1029 (136 entries). All entries are also reflected on the Cumulative Privilege Log previously produced to the SEC Division of Enforcement in connection with BRB's document productions.

Respectfully submitted,

CALDERWOOD & HARKNESS LLP

Counsel for Belmont Ridge Bank National Association

CALDERWOOD & HARKNESS LLP

By: ________

Name: Jonathan R. Whitfield

Title: Partner

Date: April 5, 2024

425 Lexington Avenue, 30th Floor New York, New York 10017 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 jwhitfield@calderwoodharkness.com

Engagement No. SC-MAT-2023-4172

No.	Document Description (General, Non-Privileged Characterization)	Approximate Date	Privilege Basis	Cumulative Privilege Log Bates Range
1	OCC examination scope letter(s) for full-scope examination cycle encompassing FY 2022	Q1–Q2 2023	Bank-examination privilege, 12 U.S.C. § 1820(k); 12 C.F.R. Part 4, Subpart C	PL-0894 through PL-0898
2	OCC examination planning memoranda and supervisory strategy documents for BRB examination cycle	Q1–Q2 2023	Bank-examination privilege, 12 U.S.C. § 1820(k); 12 C.F.R. Part 4, Subpart C	PL-0899 through PL-0912
3	OCC examination work papers and findings related to quantitative CECL model assessment for BridgeFin portfolio	Q2–Q3 2023	Bank-examination privilege, 12 U.S.C. § 1820(k); 12 C.F.R. Part 4, Subpart C	PL-0913 through PL-0938
4	OCC examination ratings and supervisory conclusions regarding ACL methodology (including any MRAs/MRIAs, if any)	Q3 2023	Bank-examination privilege, 12 U.S.C. § 1820(k); 12 C.F.R. Part 4, Subpart C	PL-0939 through PL-0951
5	OCC examiners' analysis of BRB's re-aging and loan modification practices for BridgeFin portfolio, including independent calculations and sensitivity analyses	Q2–Q3 2023	Bank-examination privilege, 12 U.S.C. § 1820(k); 12 C.F.R. Part 4, Subpart C	PL-0952 through PL-0978
6	OCC examiners' independent analysis of BridgeFin credit-quality metrics and comparative benchmarking	Q2–Q3 2023	Bank-examination privilege, 12 U.S.C. § 1820(k); 12 C.F.R. Part 4, Subpart C	PL-0979 through PL-0997
7	Communications between BRB and OCC regarding SEC investigation, including written notifications and OCC responses	Q4 2023 – Q1 2024	Bank-examination privilege, 12 U.S.C. § 1820(k); 12 C.F.R. Part 4, Subpart C	PL-0998 through PL-1014
8	OCC commentary and assessment of BRB's enhanced BridgeFin disclosures in Form 10-Q (September 30, 2023)	Q4 2023	Bank-examination privilege, 12 U.S.C. § 1820(k); 12 C.F.R. Part 4, Subpart C	PL-1015 through PL-1029

EXHIBIT D
Summary of Office of the Comptroller of the Currency Examination Correspondence Regarding Belmont Ridge Bank NA's Allowance for Credit Losses Methodology
Prepared in Connection with the Wells Submission of Belmont Ridge Bank National Association SEC Division of Enforcement File No. HO-14287
Filed: April 5, 2024
Prepared by:
Calderwood & Harkness LLP 425 Lexington Avenue, 30th Floor New York, New York 10017 Telephone: (212) 558-4000 Facsimile: (212) 558-3588
Engagement No. SC-MAT-2023-4172
On Behalf of:
Belmont Ridge Bank National Association OCC Charter No. 24891 Nasdaq: BRDG 200 Park Avenue South, 38th Floor New York, New York 10003
PRIVILEGE NOTICE AND REDACTION LEGEND
This Exhibit D is submitted subject to and without waiver of the bank-examination privilege recognized under applicable federal law, including 12 U.S.C. § 1820(k), and related regulations promulgated by the Office of the Comptroller of the Currency ("OCC"), codified at 12 C.F.R. Part 4, Subpart C (§§ 4.31–4.44). The bank-examination privilege protects from disclosure confidential supervisory information, including examination reports, supervisory correspondence, work papers, and related materials generated by or provided to the OCC in connection with the examination and supervision of national banking associations. Belmont Ridge Bank National Association ("BRB" or the "Bank") asserts this privilege to the fullest extent permitted by law.
Certain portions of OCC examination reports, supervisory correspondence, and related communications referenced or summarized herein have been redacted to preserve the confidentiality of the OCC supervisory process. All such redactions are indicated by the notation "[REDACTED — BANK-EXAMINATION PRIVILEGE]" appearing in the text at the location where privileged material has been withheld. The redacted material consists of specific examination findings, supervisory ratings components, internal OCC analysis, examination planning memoranda, and related supervisory communications the disclosure of which would impair the confidential supervisory relationship between the OCC and BRB.
This summary has been prepared by counsel at Calderwood & Harkness LLP based upon privileged OCC examination materials maintained by BRB in the ordinary course of its regulatory compliance program. The summary is provided solely for the purpose of the Wells Submission to the Staff of the Securities and Exchange Commission ("SEC"), Division of Enforcement, in connection with File No. HO-14287, and for no other purpose. Nothing in this Exhibit D should be construed as a representation or warranty regarding the completeness of the summary or the absence of additional supervisory communications not addressed herein.
The submission of this summary to the SEC Division of Enforcement does not constitute a waiver of the bank-examination privilege with respect to the underlying OCC examination materials, whether as to the SEC, any other governmental agency, or any third party. BRB relies upon the selective-waiver doctrine as applied to inter-agency submissions of confidential supervisory information, consistent with the principles recognized in In re BankAmerica Corp. Securities Litigation, 78 F.3d 1489 (11th Cir. 1996), and OCC guidance regarding the limited sharing of confidential supervisory information with other federal financial regulators and law enforcement authorities. BRB further notes that the OCC's own regulations, at 12 C.F.R. § 4.37(b), contemplate the sharing of confidential supervisory information with other federal agencies under appropriate circumstances without effecting a general waiver of the privilege.
For reference, the cumulative privilege log submitted in connection with BRB's document productions to the SEC Division of Enforcement (the "Cumulative Privilege Log") identifies a total of 1,847 documents that have been withheld in whole or in part, or redacted, on the basis of applicable privileges, including the bank-examination privilege, the attorney-client privilege, and the work-product doctrine. The bank-examination privilege entries on the Cumulative Privilege Log are cross-referenced, where applicable, to the materials summarized in this Exhibit D. A supplemental index of the specific redacted materials referenced herein is set forth in the Appendix to this Exhibit.
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I. BACKGROUND: OCC SUPERVISORY RELATIONSHIP WITH BELMONT RIDGE BANK NA
A. Overview of BRB's Charter and Regulatory Status
Belmont Ridge Bank National Association is a national banking association organized and existing under the National Bank Act, 12 U.S.C. §§ 21 et seq., and chartered by the Office of the Comptroller of the Currency under OCC Charter No. 24891. As a national bank, BRB is subject to the primary supervision and examination authority of the OCC, which serves as the Bank's sole federal prudential regulator with respect to safety and soundness matters, compliance with applicable banking laws and regulations, and the adequacy of the Bank's financial reporting to federal banking regulators.
BRB is headquartered at 200 Park Avenue South, 38th Floor, New York, New York 10003. The Bank's registered agent for service of process in the State of New York is CT Statutory Agent Services Inc., located at 28 Liberty Street, New York, New York 10005. BRB maintains branch and representative offices in twelve states and the District of Columbia, and conducts digital banking operations nationwide through its proprietary online and mobile banking platforms.
As of December 31, 2022 — the fiscal year-end that is the primary focus of the SEC Staff's inquiry — BRB reported the following key financial metrics in its Consolidated Reports of Condition and Income (Call Reports) filed with the Federal Financial Institutions Examination Council ("FFIEC") and in its Annual Report on Form 10-K filed with the SEC:
•  Total consolidated assets: $38.2 billion
•  Total deposits: $29.6 billion
•  Total loans and leases held for investment (net of unearned income): $24.8 billion
•  Total shareholders' equity: $4.03 billion
•  Tier 1 leverage ratio: 9.42%
•  Total risk-based capital ratio: 13.87%
BRB's common stock is publicly traded on the Nasdaq Global Select Market under the ticker symbol "BRDG." As of September 30, 2023, approximately 187.3 million shares of common stock were issued and outstanding, and the Bank's approximate market capitalization was $4.7 billion based on a closing share price of $25.09 per share.
Effective January 1, 2020, BRB adopted Accounting Standards Update No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (commonly referred to as the "Current Expected Credit Losses" or "CECL" standard, codified at ASC 326). BRB's adoption of CECL was implemented on time, consistent with the mandatory adoption date for SEC-reporting entities that are public business entities meeting the large accelerated filer definition. At the time of adoption, BRB recorded a cumulative-effect adjustment to retained earnings of approximately $87.4 million (net of tax), reflecting the transition from the prior incurred-loss methodology to the lifetime expected credit losses framework required by ASC 326.
B. The BridgeFin Division
BridgeFin is a digital-first consumer lending platform operated as an internal division of BRB, rather than as a separately incorporated subsidiary or affiliate. BridgeFin was launched during the third quarter of 2020 as part of BRB's strategic initiative to expand its consumer lending footprint through technology-enabled origination channels and to diversify the Bank's revenue base beyond its traditional commercial banking and wealth management businesses. The BridgeFin platform was developed in-house under the leadership of Naveen Chakravarti, Senior Vice President and Division Head of BridgeFin, who reports directly to BRB's Chief Operating Officer.
BridgeFin originates two primary categories of credit products:
(i) Unsecured personal loans marketed to consumers with FICO scores generally ranging from 620 to 780, with an average loan size of approximately $18,400 and maturities typically ranging from 24 to 60 months. These loans are originated entirely through digital channels, including BRB's mobile application and the BridgeFin web portal, and are underwritten using a proprietary AI-driven credit scoring and risk assessment model (the "BridgeFin Credit Engine") that supplements traditional bureau-based credit data with alternative data inputs.
(ii) Small-business microloans extended to small and micro enterprises, with an average loan size of approximately $42,000 and maturities ranging from 12 to 36 months. These microloans are marketed through both digital channels and referral partnerships with fintech platforms and small-business service providers.
For fiscal year 2022, BridgeFin reported total origination volume of approximately $2.87 billion across both product categories, representing growth of approximately 34% over the prior fiscal year. As of December 31, 2022, the BridgeFin division's outstanding loan portfolio totaled approximately $4.1 billion, constituting approximately 16.5% of BRB's total consolidated loan portfolio. The BridgeFin portfolio is the fastest-growing segment of BRB's lending operations and has been the subject of significant attention from both investors and the Bank's regulators since its inception.
Because BridgeFin operates as an internal division of BRB rather than a separately chartered or incorporated entity, all BridgeFin loans are originated on BRB's books and are held on the Bank's consolidated balance sheet. BridgeFin's operations, including its credit risk management, allowance estimation, and financial reporting, are subject to the same internal governance framework, risk management infrastructure, and regulatory oversight applicable to BRB as a whole.
C. OCC Examination Cycle and CAMELS Rating
As the primary federal prudential regulator of national banks, the OCC conducts ongoing supervisory activities with respect to BRB, including regular full-scope examination cycles, targeted examinations of specific business lines and risk areas, continuous monitoring through off-site surveillance programs, and periodic supervisory interactions with BRB's senior management and board of directors. The frequency, scope, and intensity of OCC supervisory activities are determined in accordance with the OCC's risk-based supervisory framework and are calibrated to the size, complexity, and risk profile of the supervised institution.
As of September 2023 — the approximate commencement date of the SEC Staff's formal investigation — BRB's composite CAMELS rating assigned by the OCC was 2 (Satisfactory). The CAMELS rating system is a uniform interagency framework used by federal banking regulators to evaluate the financial condition and risk management practices of supervised depository institutions. The composite CAMELS rating reflects an overall assessment across six component factors: Capital adequacy (C), Asset quality (A), Management (M), Earnings (E), Liquidity (L), and Sensitivity to market risk (S). Each component is rated on a scale of 1 (Strong) to 5 (Critically Deficient), and a composite rating is assigned based on the overall condition and risk profile of the institution.
A composite CAMELS rating of 2 indicates that the institution is fundamentally sound, that financial and operational weaknesses, if any, are moderate and well within the board of directors' and management's capabilities and willingness to correct, and that the institution is in substantial compliance with applicable laws, regulations, and supervisory guidance. A rating of 2 is generally regarded as a "passing" rating that does not trigger heightened supervisory scrutiny or enforcement consideration.
BRB's most recent full-scope examination cycle, as relevant to this Wells Submission, encompassed the period including the Bank's fiscal year 2022 financial results, including the year-end December 31, 2022 financial statements that are the primary focus of the SEC Staff's inquiry. The full-scope examination included a review of all major business lines, risk areas, and financial reporting practices, including the Bank's allowance for credit losses methodology and the BridgeFin portfolio's credit-quality reporting.
II. SUMMARY OF OCC SUPERVISORY INTERACTIONS REGARDING ACL METHODOLOGY
A. Scope of OCC Review
As part of its regular supervisory program for BRB, the OCC conducted a substantive review of the Bank's allowance for credit losses ("ACL") methodology, with particular attention to the application of the CECL framework (ASC 326) to the BridgeFin consumer lending portfolio. This review was undertaken within the context of the OCC's ongoing supervisory responsibilities and was informed by the OCC's recognition that the BridgeFin division represented a relatively new and rapidly growing business line with a credit profile that differed in certain material respects from BRB's traditional commercial and real estate lending portfolios.
The scope of the OCC's review encompassed the following principal areas:
(i) Quantitative CECL model inputs and assumptions. The OCC examined the methodology and assumptions underlying BRB's quantitative CECL model for the BridgeFin portfolio, including the Bank's use of a vintage-cohort loss-rate estimation approach. This vintage-cohort methodology groups loans by origination quarter (vintage) and estimates lifetime expected credit losses based on historical loss experience for each cohort, adjusted for current conditions and reasonable and supportable forecasts. The OCC's review included an assessment of the historical data used to calibrate the model, the statistical techniques applied, and the reasonableness of the forecast assumptions.
(ii) Treatment of loan modifications and re-aged loans. The OCC reviewed BRB's policies and practices for the treatment of modified and re-aged loans within the BridgeFin portfolio, including the effect of such modifications on delinquency status classification and vintage-cohort assignment for purposes of the CECL model. This area of review is directly relevant to the central issue raised by the SEC Staff in its Wells Notice.
(iii) Qualitative adjustment overlays. The OCC assessed the qualitative adjustment factors applied by BRB's management to supplement the quantitative CECL model output, including adjustments for macroeconomic conditions, portfolio concentration risk, model uncertainty, and other factors identified under the framework set forth in ASC 326-20-30-9 and the Interagency Policy Statement on the Allowance for Credit Losses.
(iv) Adequacy of disclosures in periodic filings. The OCC reviewed the adequacy and transparency of BRB's credit-quality disclosures in its periodic SEC filings (Forms 10-K and 10-Q) and regulatory reports (Call Reports), with attention to the sufficiency of information provided regarding the BridgeFin portfolio's credit performance, delinquency trends, and allowance methodology.
[REDACTED — BANK-EXAMINATION PRIVILEGE]: Specific scope letters issued by the OCC in connection with the examination cycle, examination planning memoranda prepared by the OCC examination team, and supervisory strategy documents outlining the OCC's examination priorities and areas of focus for BRB during the relevant period. These materials are identified on the Cumulative Privilege Log at entries PL-0894 through PL-0912.
B. OCC's Assessment of BRB's CECL Model
[REDACTED — BANK-EXAMINATION PRIVILEGE]: Detailed examination findings and supervisory conclusions prepared by the OCC examination team regarding the quantitative performance of BRB's CECL model for the BridgeFin portfolio, including any back-testing results, model validation assessments, or comparative analyses conducted by OCC examiners. These materials are identified on the Cumulative Privilege Log at entries PL-0913 through PL-0938.
Notwithstanding the redactions necessitated by the bank-examination privilege, BRB is able to make the following summary representations regarding the OCC's assessment, which are consistent with information that BRB is permitted to disclose without waiving the privilege:
The OCC's examination team conducted a thorough review of BRB's CECL methodology for the BridgeFin portfolio, including the vintage-cohort approach used by the Bank to estimate lifetime expected credit losses for unsecured personal loans and small-business microloans originated through the BridgeFin platform. The OCC's review included an analysis of the model's inputs, assumptions, and outputs, and was performed by experienced bank examiners with specialized expertise in credit risk modeling and allowance estimation for consumer lending portfolios.
As of December 31, 2022, BRB reported an ACL of $143.5 million attributable to the BridgeFin portfolio, representing 3.50% of the $4.1 billion in outstanding BridgeFin loans. This reported ACL level reflected the output of BRB's quantitative CECL model as supplemented by qualitative adjustment overlays approved by the Bank's Credit Risk Committee and ratified by the Audit Committee of the Board of Directors.
The OCC's review of BRB's ACL methodology and the resulting reported allowance level did not result in a finding of material deficiency in BRB's approach. The OCC did not conclude that BRB's reported ACL of $143.5 million was materially understated, nor did the OCC direct BRB to increase the allowance to a specific alternative level. The OCC's assessment was conducted with full access to BRB's granular loan-level data, model documentation, internal validation reports, and related supporting materials — the same categories of information that have been produced to the SEC Staff in the course of this investigation.
[REDACTED — BANK-EXAMINATION PRIVILEGE]: Specific examination ratings assigned to any component of BRB's risk management or financial reporting related to the ACL; any Matters Requiring Attention ("MRAs") or Matters Requiring Immediate Attention ("MRIAs") issued by the OCC in connection with the examination, if any, that related to BRB's ACL methodology, BridgeFin credit-quality reporting, or related matters. These materials, to the extent they exist, are identified on the Cumulative Privilege Log at entries PL-0939 through PL-0951.
C. OCC's Review of Re-Aged and Modified Loan Treatment
A central issue in the SEC Staff's inquiry — and the primary basis for the Wells Notice issued to BRB on February 22, 2024 — concerns BRB's treatment of 12,847 re-aged and modified loans within the BridgeFin portfolio, with an aggregate outstanding principal balance of approximately $236.4 million as of December 31, 2022. These loans had been modified through various hardship and payment-relief programs offered by BridgeFin, including interest-rate reductions, term extensions, and temporary payment deferrals, in accordance with BRB's consumer lending modification policies.
Under BRB's CECL methodology, loans that were successfully modified and brought current — meaning the borrower had made at least three consecutive on-time payments following modification — were treated as "current" for purposes of delinquency status classification and were reassigned to new vintage cohorts reflecting the modification date. This treatment effectively reset the delinquency clock for these loans, removing them from their original vintage-cohort classifications and placing them in cohorts with shorter seasoning periods and, accordingly, lower historical loss rates.
The SEC Staff has contended that this reclassification practice was improper under ASC 326 and that the re-aged and modified loans should have remained in their original vintage-delinquency buckets for purposes of CECL loss estimation. According to the SEC Staff's analysis, retaining these loans in their original vintage cohorts and applying the corresponding historical loss rates would have resulted in an estimated ACL of approximately $180.8 million (4.41% of outstanding BridgeFin loans), representing a potential understatement of $37.3 million relative to BRB's reported ACL of $143.5 million.
[REDACTED — BANK-EXAMINATION PRIVILEGE]: The OCC examiners' specific analysis of BRB's re-aging and modification practices, including any independent calculations or sensitivity analyses performed by OCC examiners, any discussions between OCC examiners and BRB management regarding the treatment of re-aged loans, and any supervisory conclusions or recommendations rendered by the OCC in this regard. These materials are identified on the Cumulative Privilege Log at entries PL-0952 through PL-0978.
Notwithstanding these redactions, BRB is able to make the following summary representation:
The OCC's supervisory review of BRB's loan modification and re-aging policies for the BridgeFin portfolio was conducted in the context of, and with reference to, the applicable supervisory framework, including the OCC Comptroller's Handbook sections on "Allowance for Credit Losses" (Version 1.0, June 2020; updated April 2021) and "Loan Modifications" (Version 1.0, as updated). The OCC's review also considered the guidance set forth in the Interagency Policy Statement on the Allowance for Credit Losses, issued jointly by the OCC, the Federal Reserve Board, the FDIC, and the NCUA in 2019, as well as the supplemental interagency guidance on loan modifications and reporting issued in connection with the COVID-19 pandemic and its aftermath.
Based on the OCC's review, the OCC did not identify BRB's treatment of re-aged and modified loans within the BridgeFin portfolio as inconsistent with applicable supervisory guidance or as a basis for supervisory criticism. The OCC did not direct BRB to change its vintage-cohort classification methodology for re-aged loans, did not require BRB to restate its previously reported ACL, and did not issue an MRA or MRIA related to this specific practice.
This supervisory conclusion is significant in the context of the SEC Staff's theory of the case. The OCC examiners who reviewed BRB's re-aging practices are specialists in credit-risk management and allowance estimation for national banks, with direct supervisory authority over the Bank and access to all relevant data and documentation. Their assessment that BRB's approach was not inconsistent with applicable guidance represents the considered professional judgment of the Bank's primary prudential regulator.
D. OCC's Evaluation of Credit-Quality Metrics
In addition to its review of BRB's ACL methodology and loan modification practices, the OCC reviewed the Bank's reported credit-quality metrics for the BridgeFin portfolio. These metrics are key indicators of portfolio performance and are integral to the assessment of the adequacy of the ACL under both accounting standards and prudential regulatory requirements.
The credit-quality metrics reported by BRB for the BridgeFin portfolio as of and for the fiscal year ended December 31, 2022, included the following:
•  Net charge-off rate (FY 2022, as reported): 2.14% of average outstanding BridgeFin loans
•  90+ day delinquency rate (as reported as of December 31, 2022): 1.72% of outstanding BridgeFin loans
•  30–89 day delinquency rate (as reported as of December 31, 2022): 3.41% of outstanding BridgeFin loans
•  Provision for credit losses attributable to BridgeFin (FY 2022): $98.7 million
[REDACTED — BANK-EXAMINATION PRIVILEGE]: The OCC's independent analysis of BridgeFin credit-quality metrics, including any adjustments, alternative calculations, or comparative benchmarking analyses performed by OCC examiners, and any specific supervisory conclusions regarding the accuracy or completeness of BRB's reported credit-quality data. These materials are identified on the Cumulative Privilege Log at entries PL-0979 through PL-0997.
BRB makes the following summary representation: The OCC's assessment of BridgeFin's credit-quality indicators, including the metrics set forth above, did not result in a directive to BRB to materially increase its ACL, restate its reported credit-quality figures, or take corrective action with respect to its credit-quality reporting practices. The OCC's review encompassed an evaluation of whether BRB's reported metrics accurately reflected the underlying credit performance of the BridgeFin portfolio and whether the Bank's disclosures provided adequate transparency to investors and market participants.
It is important to note that OCC examiners had access to granular loan-level data for the entire BridgeFin portfolio, including complete data on re-aged and modified loans, as part of the regular examination process. The OCC's review was not limited to the summary-level metrics reported in BRB's public filings; rather, it encompassed a review of the underlying loan-level records from which those metrics were derived. This level of data access and analytical rigor is a hallmark of the OCC examination process and distinguishes the OCC's assessment from analyses that may be based on more limited data sets or summary-level information.
III. CONCURRENT SUPERVISORY ASSESSMENT DURING SEC INVESTIGATION PERIOD
A. OCC Awareness of SEC Inquiry
Following the commencement of the SEC investigation — which originated with a voluntary document request letter from the SEC Division of Enforcement dated September 18, 2023, and progressed to the issuance of a Formal Order of Investigation, No. EN-2023-0947, dated October 12, 2023 — BRB promptly notified the OCC of the SEC inquiry in accordance with standard supervisory communication protocols applicable to significant regulatory and legal developments. BRB's notification to the OCC was consistent with the Bank's obligations under OCC supervisory guidance to inform its primary regulator of material legal proceedings, enforcement actions, and regulatory inquiries that could affect the Bank's operations, financial condition, or reputation.
[REDACTED — BANK-EXAMINATION PRIVILEGE]: Specific communications between BRB and the OCC regarding the SEC investigation, including any written notifications submitted by BRB to the OCC, any OCC responses or follow-up inquiries, and any supervisory discussions regarding the potential implications of the SEC inquiry for BRB's regulatory standing or supervisory strategy. These materials are identified on the Cumulative Privilege Log at entries PL-0998 through PL-1014.
BRB's timely notification to the OCC ensured that the Bank's primary prudential regulator was fully apprised of the SEC Staff's areas of inquiry and was in a position to assess whether the matters under investigation by the SEC warranted any concurrent supervisory action by the OCC. As described below, the OCC's concurrent assessment did not result in any such action.
B. No Concurrent OCC Enforcement or Supervisory Action
During the entire period of the SEC investigation — from September 2023 through the date of this Wells Submission in April 2024 and continuing through the present — the OCC has not initiated any formal or informal enforcement action against BRB with respect to its ACL methodology, BridgeFin portfolio credit-quality reporting, or related financial disclosures. Specifically:
(i) The OCC has not issued a cease-and-desist order under 12 U.S.C. § 1818(b) or (c) directing BRB to modify its CECL methodology, restate its ACL, or alter any aspect of its credit-quality reporting for the BridgeFin portfolio.
(ii) The OCC has not imposed a civil money penalty under 12 U.S.C. § 1818(i) or any other statutory authority in connection with BRB's ACL methodology or related disclosures.
(iii) The OCC has not entered into a formal written agreement, consent order, or other formal enforcement document with BRB addressing any aspect of the ACL methodology, BridgeFin credit-quality reporting, or related matters.
(iv) The OCC has not issued an informal enforcement action — including a commitment letter, memorandum of understanding, or board resolution — directing BRB to take corrective action with respect to its CECL model, ACL estimation, or related practices.
(v) The OCC has not issued any Matters Requiring Attention ("MRAs") or Matters Requiring Immediate Attention ("MRIAs") specifically directed at BRB's treatment of re-aged and modified loans within the BridgeFin portfolio or the resulting effect on the Bank's reported ACL, to the best of BRB's knowledge based on the supervisory communications received by the Bank during the relevant period.
BRB's composite CAMELS rating assigned by the OCC remained at 2 (Satisfactory) throughout the period of the SEC investigation, from September 2023 through the present. No component rating was downgraded during this period. The maintenance of this rating reflects the OCC's continuing assessment that BRB's overall financial condition, risk management practices, and compliance with applicable laws and regulations remain fundamentally sound.
The absence of any OCC enforcement or supervisory action during the pendency of the SEC investigation is particularly significant in light of the OCC's awareness of the SEC Staff's concerns regarding BRB's ACL methodology. The OCC had the opportunity and the authority to take independent supervisory action if it had determined that BRB's ACL methodology was deficient or that the Bank's reported allowance was materially understated. The OCC's decision not to take any such action constitutes an implicit endorsement of the reasonableness of BRB's approach and is consistent with the OCC's examination findings summarized in Section II above.
C. OCC's Review of BRB's Enhanced Disclosures
In the third quarter of 2023, following the commencement of the SEC Staff's inquiry but prior to the issuance of the Formal Order of Investigation, BRB voluntarily undertook to enhance its disclosures regarding the BridgeFin portfolio's credit performance. These disclosure enhancements were implemented in BRB's Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed with the SEC on November 9, 2023. The enhanced disclosures included:
(i) Vintage-level delinquency tables. BRB added detailed tables presenting delinquency data (current, 30–59 days past due, 60–89 days past due, 90+ days past due) for the BridgeFin portfolio broken down by origination vintage (quarterly cohorts), enabling investors to assess credit performance trends across different loan vintages.
(ii) Expanded MD&A discussion of credit-quality indicators. BRB expanded its Management's Discussion and Analysis section to include additional qualitative and quantitative discussion of BridgeFin credit-quality indicators, including trends in delinquency, modification activity, and net charge-offs, with enhanced context regarding the factors influencing credit performance.
(iii) Supplemental disclosure of loan modification activity. BRB provided additional disclosure of the volume and characteristics of loan modifications within the BridgeFin portfolio, including the number of modified loans, aggregate outstanding balances, types of modification granted, and post-modification performance metrics.
[REDACTED — BANK-EXAMINATION PRIVILEGE]: Any OCC commentary, assessment, or supervisory feedback regarding BRB's enhanced disclosures, including any communications between OCC examiners and BRB management regarding the adequacy, scope, or presentation of the enhanced disclosure package. These materials are identified on the Cumulative Privilege Log at entries PL-1015 through PL-1029.
BRB makes the following summary representation: The voluntary disclosure enhancements described above were undertaken in consultation with BRB's Chief Risk Officer, Annette Kowalski, and Chief Accounting Officer, Raymond Hu, and were developed with the input of the Bank's external auditors and outside counsel. The enhancements were designed to provide investors and market participants with greater transparency regarding the BridgeFin portfolio's credit performance and were consistent with the OCC's general expectations for transparency in credit-quality reporting by supervised institutions. BRB's decision to enhance its disclosures was an exercise of management's good-faith judgment regarding best practices in financial reporting and was not undertaken in response to any specific regulatory directive or supervisory criticism.
IV. SIGNIFICANCE OF OCC FINDINGS FOR THE WELLS SUBMISSION
A. The OCC's Concurrent Assessment Supports the Reasonableness of BRB's CECL Methodology
The OCC is the primary prudential regulator of national banks and possesses the deepest institutional expertise in evaluating the adequacy of national banks' allowances for credit losses. The OCC's supervisory mandate under the National Bank Act and implementing regulations encompasses the safety and soundness of supervised institutions, including the adequacy of their loan-loss reserves, the soundness of their credit risk management practices, and the accuracy and completeness of their financial reporting to regulators and the investing public. OCC bank examiners assigned to the supervision of institutions such as BRB are highly trained specialists with extensive experience in credit risk analysis, CECL modeling, and allowance estimation across a wide range of loan portfolio types and risk profiles.
The OCC's examination of BRB's ACL methodology — conducted by experienced bank examiners with full and unrestricted access to BRB's loan-level data, model documentation, internal validation reports, Credit Risk Committee minutes, Audit Committee materials, and all other relevant internal records — found no material deficiency in BRB's approach to estimating the ACL for the BridgeFin portfolio. The OCC did not conclude that BRB's reported ACL of $143.5 million was materially understated, did not direct BRB to increase the allowance, and did not require any restatement of previously reported financial results.
This regulatory conclusion is highly relevant to the SEC Staff's consideration of whether BRB's reported ACL represented a material misstatement of the Bank's financial condition or, rather, fell within the range of reasonable estimates permissible under ASC 326. As the FASB has acknowledged, and as the Interagency Policy Statement on the Allowance for Credit Losses confirms, the estimation of lifetime expected credit losses under CECL necessarily involves significant management judgment regarding the selection of models, inputs, assumptions, and adjustments. Reasonable estimators applying the same accounting standard to the same loan portfolio may arrive at different point estimates within a range of reasonable outcomes. The fact that the SEC Staff may have calculated a different ACL figure using an alternative methodology does not, standing alone, establish that BRB's reported ACL was outside the range of reasonable estimates — particularly where the Bank's primary prudential regulator, with greater data access and supervisory expertise, reached a contrary conclusion.
B. Consistency with Regulatory Guidance on Loan Modifications
BRB's treatment of re-aged and modified loans within the BridgeFin portfolio — specifically, the practice of reclassifying successfully modified loans as "current" and reassigning them to new vintage cohorts — was consistent with OCC Comptroller's Handbook guidance on loan modifications and the treatment of modified loans for purposes of credit-quality classification and loss estimation. The OCC's supervisory review, as summarized in Section II.C above, confirmed that BRB's approach was not inconsistent with applicable supervisory guidance and did not constitute a basis for supervisory criticism.
The absence of any OCC criticism of BRB's re-aging practices is directly relevant to, and materially undermines, the SEC Staff's position that BRB's classification methodology was improper or resulted in a material understatement of the ACL. The SEC Staff's theory presumes that BRB's treatment of re-aged loans was not merely suboptimal or less conservative than an alternative approach, but was affirmatively improper — a characterization that the OCC's experienced examiners, with full access to the same data and documentation, did not endorse.
It bears emphasis that the OCC's supervisory guidance on loan modifications and re-aging is specifically designed to address the credit-risk implications of modification practices in the context of bank supervision. The OCC Comptroller's Handbook provides detailed guidance on the circumstances under which modified loans may appropriately be returned to "current" status, the criteria for evaluating post-modification performance, and the implications of modification activity for allowance estimation. BRB's policies and practices were developed with reference to this guidance, and the OCC's examination confirmed their consistency with the applicable framework.
C. No Directive to Restate or Increase ACL
At no point during its examination of BRB's ACL methodology or its supervisory interactions with BRB during the relevant period did the OCC direct the Bank to materially increase its ACL, restate its financial statements, or fundamentally alter its CECL model methodology. This fact is of critical significance in evaluating the merits of the SEC Staff's preliminary conclusion that BRB's ACL should have been approximately $180.8 million — a figure representing a $37.3 million increase (approximately 26.0%) over BRB's reported ACL of $143.5 million.
The magnitude of the difference between the SEC Staff's calculated ACL and BRB's reported ACL is substantial, and if the SEC Staff's position were correct, one would reasonably expect the OCC — which reviewed substantially the same data and methodology — to have identified the understatement and required corrective action. The OCC's decision not to do so is powerful evidence that BRB's reported ACL fell within the range of reasonable estimates and did not constitute a material misstatement.
Moreover, it is important to recognize that the OCC's examination was not a cursory or superficial review. OCC examiners devoted significant time and resources to the analysis of BRB's ACL methodology, including the BridgeFin portfolio, and had access to granular loan-level data, model documentation, and internal records that enabled a detailed assessment of the Bank's approach. The OCC's conclusion that no corrective action was warranted was the product of a thorough and informed regulatory review.
D. CAMELS Rating as Indicator of Sound Risk Management
BRB's maintenance of a composite CAMELS rating of 2 (Satisfactory) throughout the relevant period — including during the pendency of the SEC investigation — reflects the OCC's overall confidence in BRB's risk management practices, including its credit-loss estimation processes, governance framework, and financial reporting capabilities. The CAMELS rating is a holistic assessment that encompasses all aspects of an institution's financial condition and risk management, and the assignment of a composite rating of 2 indicates that the OCC has determined that the institution is fundamentally sound.
The Asset Quality ("A") component of the CAMELS rating is particularly relevant in this context. The Asset Quality component reflects the OCC's assessment of the quality of the institution's loan portfolio, the adequacy of its allowance for credit losses, and the effectiveness of its credit risk management practices. The Management ("M") component is also relevant, as it reflects the OCC's assessment of the competence and effectiveness of the institution's board of directors and management team in identifying, measuring, monitoring, and controlling risk — including credit risk.
A composite CAMELS rating of 2 indicates that any weaknesses identified by the OCC are moderate in nature and are well within the institution's board's and management's capabilities and willingness to correct. The maintenance of this rating during the period in which the SEC Staff was investigating BRB's ACL methodology is a strong indication that the OCC did not view the matters at issue as presenting a significant safety and soundness concern or as reflecting a material deficiency in BRB's risk management or financial reporting practices.
V. CONCLUSION
The OCC's concurrent supervisory assessment of BRB's allowance for credit losses methodology and BridgeFin portfolio credit-quality reporting — conducted by experienced bank examiners with full and unrestricted access to granular loan-level data, model documentation, and all relevant internal records — found no material deficiency in BRB's approach and resulted in no enforcement or supervisory action of any kind. The OCC did not direct BRB to increase its ACL, restate its financial statements, or modify its CECL model methodology, and did not identify BRB's treatment of re-aged and modified loans as inconsistent with applicable supervisory guidance.
BRB's composite CAMELS rating under OCC Charter No. 24891 remained at 2 (Satisfactory) throughout the relevant period, including during the pendency of the SEC investigation. No component rating was downgraded, and no MRA or MRIA was issued in connection with the matters that are the subject of the SEC Staff's inquiry.
The OCC's findings, rendered by the national bank's primary prudential regulator — the federal agency with the greatest institutional expertise and authority over the adequacy of national banks' allowances for credit losses — strongly support BRB's position that its CECL methodology and resulting ACL of $143.5 million (3.50% of outstanding BridgeFin loans) as of December 31, 2022, were within the range of reasonable estimates permissible under ASC 326. The OCC's conclusion that BRB's ACL methodology was sound, and that no corrective action was warranted, is entitled to significant weight in the SEC Staff's evaluation of whether the reported ACL constituted a material misstatement.
BRB respectfully submits that the OCC's supervisory conclusions, as summarized in this Exhibit D, constitute significant and probative evidence that no enforcement action by the SEC Division of Enforcement is warranted. The SEC Staff's alternative calculation of the ACL, while reflecting one possible methodological approach, does not establish that BRB's reported ACL was outside the range of reasonable estimates — and the OCC's concurrent regulatory assessment, informed by the same data and conducted with greater institutional expertise in bank-level credit-loss estimation, affirmatively supports the reasonableness of BRB's approach.
APPENDIX: INDEX OF REDACTED MATERIALS
The following table identifies the OCC examination materials referenced in this Exhibit D that have been redacted or withheld on the basis of the bank-examination privilege under 12 U.S.C. § 1820(k) and 12 C.F.R. Part 4, Subpart C. Each entry provides a general, non-privileged characterization of the document, the approximate date, the privilege basis, and the corresponding entry on the Cumulative Privilege Log submitted in connection with BRB's document productions to the SEC Division of Enforcement.
Total privilege log entries encompassed by this Appendix: PL-0894 through PL-1029 (136 entries). All entries are also reflected on the Cumulative Privilege Log previously produced to the SEC Division of Enforcement in connection with BRB's document productions.
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
Counsel for Belmont Ridge Bank National Association
CALDERWOOD & HARKNESS LLP
By: ________
Name: Jonathan R. Whitfield
Title: Partner
Date: April 5, 2024
425 Lexington Avenue, 30th Floor New York, New York 10017 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 jwhitfield@calderwoodharkness.com
Engagement No. SC-MAT-2023-4172
No. | Document Description (General, Non-Privileged Characterization) | Approximate Date | Privilege Basis | Cumulative Privilege Log Bates Range
1 | OCC examination scope letter(s) for full-scope examination cycle encompassing FY 2022 | Q1–Q2 2023 | Bank-examination privilege, 12 U.S.C. § 1820(k); 12 C.F.R. Part 4, Subpart C | PL-0894 through PL-0898
2 | OCC examination planning memoranda and supervisory strategy documents for BRB examination cycle | Q1–Q2 2023 | Bank-examination privilege, 12 U.S.C. § 1820(k); 12 C.F.R. Part 4, Subpart C | PL-0899 through PL-0912
3 | OCC examination work papers and findings related to quantitative CECL model assessment for BridgeFin portfolio | Q2–Q3 2023 | Bank-examination privilege, 12 U.S.C. § 1820(k); 12 C.F.R. Part 4, Subpart C | PL-0913 through PL-0938
4 | OCC examination ratings and supervisory conclusions regarding ACL methodology (including any MRAs/MRIAs, if any) | Q3 2023 | Bank-examination privilege, 12 U.S.C. § 1820(k); 12 C.F.R. Part 4, Subpart C | PL-0939 through PL-0951
5 | OCC examiners' analysis of BRB's re-aging and loan modification practices for BridgeFin portfolio, including independent calculations and sensitivity analyses | Q2–Q3 2023 | Bank-examination privilege, 12 U.S.C. § 1820(k); 12 C.F.R. Part 4, Subpart C | PL-0952 through PL-0978
6 | OCC examiners' independent analysis of BridgeFin credit-quality metrics and comparative benchmarking | Q2–Q3 2023 | Bank-examination privilege, 12 U.S.C. § 1820(k); 12 C.F.R. Part 4, Subpart C | PL-0979 through PL-0997
7 | Communications between BRB and OCC regarding SEC investigation, including written notifications and OCC responses | Q4 2023 – Q1 2024 | Bank-examination privilege, 12 U.S.C. § 1820(k); 12 C.F.R. Part 4, Subpart C | PL-0998 through PL-1014
8 | OCC commentary and assessment of BRB's enhanced BridgeFin disclosures in Form 10-Q (September 30, 2023) | Q4 2023 | Bank-examination privilege, 12 U.S.C. § 1820(k); 12 C.F.R. Part 4, Subpart C | PL-1015 through PL-1029

EXHIBIT D

PRIVILEGE NOTICE AND REDACTION LEGEND

I. BACKGROUND: OCC SUPERVISORY RELATIONSHIP WITH BELMONT RIDGE BANK NA

II. SUMMARY OF OCC SUPERVISORY INTERACTIONS REGARDING ACL METHODOLOGY

III. CONCURRENT SUPERVISORY ASSESSMENT DURING SEC INVESTIGATION PERIOD

IV. SIGNIFICANCE OF OCC FINDINGS FOR THE WELLS SUBMISSION

V. CONCLUSION

APPENDIX: INDEX OF REDACTED MATERIALS

CALDERWOOD & HARKNESS LLP

CALDERWOOD & HARKNESS LLP

Record

Parties

Dates

Amounts