Valley Republic Bancorp through a private placement, of $20,000,000 aggregate principal amount of Fixed-to-Floating Rate Subordinated Notes due September 30, 2035 (the "Notes") to certain institutional and private accredited investors. The Notes were issued at a price equal to 100% of the principal amount, resulting in net proceeds to the Company of $19.6 million. The Company intends to use the net proceeds from the offering to support its growth and for general corporate purposes. The Notes are intended to qualify as Tier 2 capital for Company regulatory purposes, and the portion that the Company contributes to the Bank will qualify as Tier 1 capital for the Bank. The Notes bear a fixed interest rate of 5.00% per annum until (but excluding) September 30, 2025, payable quarterly in arrears. From September 30, 2025, the Notes will bear a floating rate of interest equal to 3-Month SOFR + 4.90% until the Notes mature on September 30, 2035, or such earlier redemption date, payable quarterly in arrears. The Notes will be redeemable by the Company, in whole or in part, on or after August 27, 2025, upon proper notice being given by the Company to the Note holders. Any redemption will be at a redemption price equal to 100% of the principal amount of Notes being redeemed, plus accrued and unpaid interest. The Notes are not subject to redemption at the option of the holders. The Notes were assigned an investment grade rating of BBB+ by Egan-Jones Ratings Company.