Rhinebeck Bancorp, Inc. Announces Adoption of Plan of Conversion and Reorganization to Undertake Second Step Conversion

Rhea-AI Summary

Rhinebeck Bancorp (Nasdaq: RBKB) announced a Plan of Conversion and Reorganization for a "second step" conversion of its parent mutual holding company into a stock holding company. The mutual holding company currently owns approximately 57% of outstanding common stock.

The MHC will merge into the Company, and the Company will offer the MHC-owned shares in a subscription offering to eligible depositors and, if needed, community or underwritten offerings. Eligible account holders as of Dec 31, 2024 have first priority subscription rights. Completion is expected in Q3 2026, subject to regulatory, depositor, and stockholder approvals.

Positive

• MHC conversion enables public sale of approximately 57% ownership
• Eligible depositors receive first-priority non-transferable subscription rights
• Targeted completion in Q3 2026 provides a clear near-term timeline

Negative

• Sale of MHC stake may cause significant dilution to existing shareholders
• Transaction completion requires multiple approvals including regulatory and depositor consent

News Market Reaction – RBKB

+23.81%

6 alerts

+23.81% Session close to close

+24.4% Peak in 16 hr 6 min

$136.14M Market Cap

0.6x Rel. Volume

In the Feb 11 session, RBKB gained 23.81%, reflecting a significant positive market reaction. Argus tracked a peak move of +24.4% during that session. Our momentum scanner triggered 6 alerts that day, indicating moderate trading interest and price volatility.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock surged +23.8% in the session following this news. A strong positive reaction aligns with t...

Analysis

The stock surged +23.8% in the session following this news. A strong positive reaction aligns with the material structural change described in the second step conversion plan, which determines how the mutual holding company’s approximately 57% stake is sold and how minority shares are exchanged. Historically, RBKB’s price moves on news have often been modest, even around improving earnings. Investors would have weighed the appraisal-based offering, required approvals into Q3 2026, and long-term implications for ownership structure.

Key Figures

MHC ownership stake: approximately 57% Eligible account holder date: December 31, 2024 Initial public offering year: 2019 +5 more

8 metrics

MHC ownership stake approximately 57% Current MHC ownership of outstanding RBKB common shares before second step

Eligible account holder date December 31, 2024 Record date for first-priority non-transferable subscription rights

Initial public offering year 2019 Year of RBKB’s related initial public offering and MHC formation

Expected completion timing Q3 2026 Target timing for completion of the second step conversion

Current price $12.22 Price before publication of the conversion announcement

52-week high $13.9899 Upper end of RBKB’s 52-week trading range pre-announcement

52-week low $9.31 Lower end of RBKB’s 52-week trading range pre-announcement

Market capitalization $135,363,551 Equity value based on pre-announcement price

Historical Context

4 past events · Latest: Jan 29 (Positive)

Pattern 4 events

Date	Event	Sentiment	24h Move	Catalyst
Jan 29	Earnings report	Positive	+0.2%	Full-year 2025 swung from prior-year loss to net income with margin gains.
Dec 19	Board change	Neutral	-2.2%	Retirement of long-serving director after 42 years on the bank’s board.
Oct 28	Earnings report	Positive	-2.0%	Q3 2025 returned to profitability with higher net interest income and deposits.
Sep 16	CEO appointment	Positive	+1.9%	Appointment of new CEO with extensive regional banking experience and growth focus.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent fundamental and leadership news has generally been positive, but price reactions have been modest and sometimes negative, indicating a tendency for muted or mixed trading responses around otherwise constructive updates.

Recent Company History

Over the last several months, RBKB reported a strong turnaround, with Q4 and full-year 2025 results showing a swing from a prior-year loss to net income, supported by margin expansion and balance sheet improvements (Jan 29, 2026). Earlier, Q3 2025 results also highlighted a move from loss to profit and better asset quality (Oct 28, 2025). Governance changes included a long-tenured director’s retirement (Dec 19, 2025) and appointment of a new CEO (). Today’s conversion plan sits atop this improving financial and leadership backdrop.

Key Terms

mutual holding company, stock holding company, subscription offering, community offering, +3 more

7 terms

mutual holding company financial

"the Board of Trustees of its parent mutual holding company, Rhinebeck Bancorp, MHC"

A mutual holding company is a corporate structure where an organization that is owned by its members or policyholders creates a stock company underneath it, so shares can be sold while the original member-owned entity remains the parent. For investors, it matters because it changes who can buy stock, how control and voting are split, and the potential for future share sales or dilution—like a club setting up a store it can sell shares in while the club itself keeps overall control.

stock holding company financial

"conversion from the mutual holding company structure to the stock holding company structure"

A stock holding company is a business set up primarily to own shares in other companies rather than to produce goods or services itself. Like a parent that holds and manages its children’s allowances, it controls investments, collects dividends, and can influence strategy across those companies; investors watch it because its value depends on the performance and risk of the underlying shares, and it can concentrate or diversify exposure to different industries.

subscription offering financial

"in a subscription offering and, if necessary, a community offering"

A subscription offering is a company’s sale of new securities that investors agree to buy in advance, similar to signing up for a magazine subscription where you commit to receive future issues. It matters to investors because it changes how many shares exist and who owns them, and it provides the company with cash for growth, debt repayment or other plans—outcomes that can raise or lower the value of existing holdings.

community offering financial

"subscription offering and, if necessary, a community offering, syndicated community offering"

A community offering is a company’s sale of stock or other securities made available primarily to a defined local group—such as residents, customers, employees, or members—rather than the general public. Think of it like a neighborhood fundraiser where locals get first dibs on buying in; for investors it matters because it raises capital, can broaden or deepen the shareholder base, may offer preferential terms, and can affect share supply, ownership dilution, and future liquidity.

syndicated community offering financial

"a community offering, syndicated community offering and/or firm commitment"

A syndicated community offering is a sale of a company’s shares or other securities organized by a group of financial firms working together to market and distribute the issue, with a focus on local residents, customers or community investors. Investors should care because the syndicate’s reach and how the sale is priced affect how many new shares hit the market, who buys them, and whether the offering dilutes existing ownership or signals broader local support for the company — think of several local shops teaming up to sell tickets so more neighbors can buy in.

firm commitment underwritten offering financial

"syndicated community offering and/or firm commitment underwritten offering"

A firm commitment underwritten offering is when one or more investment banks agree to buy all the new shares or securities from a company and then resell them to investors, guaranteeing the company a fixed amount of cash. Think of it like a retailer buying an entire shipment from a manufacturer before selling it to customers—this gives the company certainty about funding but shifts the resale risk to the banks and typically dilutes existing shareholders, which can affect the stock price.

prospectus regulatory

"The offer is made only by the prospectus when accompanied by a stock order form."

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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POUGHKEEPSIE, NY / ACCESS Newswire / February 10, 2026 / Rhinebeck Bancorp, Inc. (Nasdaq Global Market "RBKB") (the "Company"), the holding company for Rhinebeck Bank (the "Bank"), announced today that the Board of Trustees of its parent mutual holding company, Rhinebeck Bancorp, MHC (the "MHC"), has adopted a Plan of Conversion and Reorganization pursuant to which the MHC will undertake a "second step" conversion from the mutual holding company structure to the stock holding company structure.

The MHC, which was formed in connection with the reorganization of the Bank into the mutual holding company structure and the related initial public offering by the Company in 2019, currently owns approximately 57% of the outstanding shares of common stock of the Company.

As part of the conversion, the MHC will merge into the Company and cease to exist. Each share of common stock of the Company owned by persons other than the MHC (the "minority stockholders") will be exchanged for new shares of the Company's common stock pursuant to an exchange ratio established at the completion of the proposed transaction. The exchange ratio is designed to preserve the same aggregate percentage ownership interest that the minority stockholders will have in the Company immediately before the completion of the proposed transaction, exclusive of the purchase of any additional shares of common stock of the Company by minority stockholders in the stock offering and the effect of cash received in lieu of issuance of fractional shares of common stock of the Company, and as adjusted to reflect certain assets held by the MHC.

The Company will offer for sale shares of its common stock, representing the MHC's ownership interest in the Company, to depositors of the Bank and others in a subscription offering and, if necessary, a community offering, syndicated community offering and/or firm commitment underwritten offering. Eligible account holders of the Bank as of the close of business on December 31, 2024 will have first priority non-transferable subscription rights to subscribe for shares of common stock of the Company. The total number of shares of common stock of the Company to be issued in the proposed stock offering will be based on the aggregate pro forma market value of the common stock of the Company, as determined by an independent appraisal.

The proposed transaction is expected to be completed in the third quarter of 2026, subject to regulatory approval, approval by the depositors of the Bank, and approval by the stockholders of the Company, including a separate approval by the Company's minority stockholders. Detailed information regarding the proposed transaction, including the stock offering, will be sent to stockholders of the Company and depositors of the Bank following regulatory approval.

This press release is neither an offer to sell nor a solicitation of an offer to buy common stock. The offer is made only by the prospectus when accompanied by a stock order form. The shares of common stock to be offered for sale by the Company are not savings accounts or savings deposits in the Bank and are not insured by the Federal Deposit Insurance Corporation or by any other government agency.

About Rhinebeck Bancorp, Inc.

Rhinebeck Bancorp is the bank holding company for Rhinebeck Bank, a New York-chartered stock savings bank headquartered in Poughkeepsie, New York. The Bank conducts its business from 13 full-service banking offices and two representative offices located in New York's Albany, Dutchess, Orange and Ulster Counties.

Forward-Looking Statements

Certain statements contained herein constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements may be identified by words such as "may," "will," "would," "intend," "believe," "expect," "plan," "estimate," "anticipate," "continue," or similar terms or variations on those terms, or the negative of those terms. These statements are based upon the current beliefs and expectations of Company management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements as a result of numerous factors. Factors that could cause such differences to exist include, but are not limited to: the failure to obtain the requisite approvals of the Company's stockholders, the Bank's depositors and applicable regulatory agencies for the proposed conversion and related stock offering, delays in obtaining such approvals, or adverse conditions imposed in connection with such approvals; that customary closing conditions may not be satisfied in a timely manner, if at all; and other risks described in filings the Company will make with the Securities and Exchange Commission (the "SEC"), which will be available at the SEC's website, www.sec.gov.

Important Additional Information and Where to Find It

The Company will file with the SEC a registration statement on Form S-1 that will include a proxy statement and a prospectus of the Company, as well as other relevant documents concerning the proposed transaction. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT, AND THE PROSPECTUS CAREFULLY WHEN THESE DOCUMENTS BECOME AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. When filed, these documents and other documents relating to the proposed transaction can be obtained free of charge from the SEC's website at www.sec.gov. Alternatively, these documents, when available, can be obtained free-of-charge from the Company upon written request to the Company at Two Jefferson Plaza, Poughkeepsie, New York 12602, Attention: Corporate Secretary. Our telephone number at this address is (845) 454-8555.

Contact:

Matthew J. Smith
President and Chief Executive Officer
Rhinebeck Bancorp, Inc.
(845) 454-8555

SOURCE: Rhinebeck Bancorp

View the original press release on ACCESS Newswire

FAQ

What is Rhinebeck Bancorp (RBKB) proposing in the February 10, 2026 conversion plan?

The company will convert its mutual holding company into a stock holding company and merge the MHC into the Company. According to the company, the MHC currently owns about 57% of common stock and those shares will be offered in a stock offering.

Who has priority to buy shares in the RBKB stock offering and what is the cutoff date?

Eligible depositors as of Dec 31, 2024 have first-priority, non-transferable subscription rights to buy shares. According to the company, other sales may follow via community or underwritten offerings if necessary.

When is the RBKB second-step conversion expected to close and what approvals are required?

The proposed transaction is expected to complete in Q3 2026, subject to regulatory, depositor, and stockholder approvals. According to the company, a separate approval by minority stockholders is also required.

How will the exchange of existing minority stockholder shares be handled in the RBKB conversion?

Minority stockholders will receive new shares based on an exchange ratio designed to preserve their aggregate ownership percentage. According to the company, the ratio will be set at completion and adjusted for certain MHC assets.

Are RBKB offered shares insured or equivalent to bank deposits?

No, the shares offered are not bank deposits and are not FDIC insured. According to the company, the press release clarifies the shares are equity securities and not savings accounts or government-insured deposits.