Rhinebeck Bancorp, Inc. Announces Commencement of Stock Offering

Rhea-AI Summary

Rhinebeck Bancorp (NASDAQ:RBKB) began a stock offering tied to a proposed second-step conversion of Rhinebeck Bancorp, MHC to a stock holding company structure.

The company is offering up to 8,912,500 shares at $10.00 each, with a minimum of 6,587,500 shares required to complete the conversion, subject to regulatory and stakeholder approvals.

Positive

• Stock offering of up to 8,912,500 common shares at $10.00
• Second-step conversion advances shift to full stock holding company structure

Negative

• Completion of conversion and offering depends on multiple approvals and conditions
• Offered common shares are not insured deposits and may lose value

News Market Reaction – RBKB

-0.65%

-0.65% Session close to close

In the May 26 session, RBKB declined 0.65%, reflecting a mild negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement formalizes the stock offering tied to RBKB’s previously approved mutual-to-stock s...

Analysis

This announcement formalizes the stock offering tied to RBKB’s previously approved mutual-to-stock second-step conversion. The company plans to sell between 6,587,500 and 8,912,500 shares at $10.00 per share, with priority to eligible depositors and employee plans before any broader community sale. Investors should track subscription demand, regulatory and stockholder approvals, and how the eventual post-conversion capital position interacts with recent earnings and growth initiatives.

Key Figures

Offering price: $10.00 per share Maximum shares offered: 8,912,500 shares Minimum shares to complete: 6,587,500 shares

3 metrics

Offering price $10.00 per share Conversion stock offering price

Maximum shares offered 8,912,500 shares Upper range of conversion stock offering

Minimum shares to complete 6,587,500 shares Minimum required to complete conversion

Historical Context

5 past events · Latest: Apr 23 (Negative)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Apr 23	Q1 2026 earnings	Negative	+4.7%	Net income declined year over year with higher non-interest expense.
Apr 13	Executive appointment	Positive	-0.1%	New EVP appointed to lead commercial banking and growth initiatives.
Mar 26	Digital partnership	Positive	+0.8%	Partnership to modernize and streamline digital account opening.
Feb 10	Conversion plan	Positive	+23.8%	Adoption of mutual-to-stock second-step conversion plan.
Jan 29	FY 2025 earnings	Positive	-2.2%	Return to profitability with improved margins and efficiency metrics.

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

Pattern Detected

Recent RBKB news has often produced sharp, stock-specific moves. The announced second-step conversion in Feb 2026 coincided with a strong positive reaction, while mixed or even positive earnings and corporate updates have sometimes seen muted or negative price responses, suggesting investors differentiate sharply between strategic capital actions and routine operating results.

Recent Company History

Over the past six months, RBKB has combined operating updates with strategic restructuring steps. Earnings releases for Q4 2025 and Q1 2026 showed profitability with some pressure versus prior periods. Operational initiatives included a digital account-opening partnership and a senior commercial banking hire. In Feb 2026, the company adopted a second-step conversion plan, which drew a strong positive reaction. Today’s offering launch follows through on that previously announced conversion path.

Key Terms

second-step conversion, mutual holding company, stock holding company, subscription offering, +1 more

5 terms

second-step conversion regulatory

"in connection with the proposed "second-step" conversion of Rhinebeck Bancorp, MHC"

A second-step conversion is a follow-up corporate transaction used after a bidder gains control of a company—typically converting or merging the remaining public shares into the buyer’s ownership so the company becomes wholly owned. Think of it as the final sweep to collect leftover pieces after a majority purchase; it matters to investors because it determines whether minority shareholders receive the same price, get cashed out, or retain any legal rights like appraisal, and can affect liquidity and value realization.

mutual holding company regulatory

"conversion of Rhinebeck Bancorp, MHC from the mutual holding company to the stock holding company form"

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 regulatory

"from the mutual holding company to the stock holding company form of organization"

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

"The shares are being offered for sale in a subscription offering to eligible depositors"

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

"may be offered for sale to the general public in a 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.

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

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POUGHKEEPSIE, NY / ACCESS Newswire / May 26, 2026 / Rhinebeck Bancorp, Inc. ("Rhinebeck Bancorp") (NASDAQ:RBKB), the holding company for Rhinebeck Bank (the "Bank"), announced that Rhinebeck Bancorp has commenced its stock offering in connection with the proposed "second-step" conversion of Rhinebeck Bancorp, MHC from the mutual holding company to the stock holding company form of organization.

Rhinebeck Bancorp is offering for sale up to 8,912,500 shares of its common stock at a purchase price of $10.00 per share. The shares are being offered for sale in a subscription offering to eligible depositors of the Bank and to the Bank's tax-qualified employee benefit plans. Any shares of common stock not subscribed for in the subscription offering may be offered for sale to the general public in a community offering, with a preference givenfirst to natural persons (including trusts of natural persons) residing in Albany, Dutchess, Orange and Ulster Counties in New York, second to existing stockholders of Rhinebeck Bancorp as of the close of business on April 30, 2026, and then to the general public.

Rhinebeck Bancorp must sell at least 6,587,500 shares of its common stock in the offering to complete the conversion. Completion of the conversion and offering is also subject to the receipt of final regulatory approvals, the approvals of Rhinebeck Bancorp stockholders and Rhinebeck Bank depositors, and the satisfaction of other customary closing conditions.

Keefe Bruyette & Woods, Inc. is acting as marketing agent for Rhinebeck Bancorp in connection with the offering. All questions concerning the conversion and the offering or requests for offering materials should be directed to the Stock Information Center at (877) 643-8198 (toll-free). The Stock Information Center will be open Monday through Friday between 10:00 a.m. and 4:00 p.m., Eastern time, beginning on May 26, 2026. The Stock Information Center will be closed on bank holidays.

This press release is neither an offer to sell nor a solicitation of an offer to buy any securities of Rhinebeck Bancorp. Offers are made only by means of Rhinebeck Bancorp's prospectus when accompanied by a stock order form. The shares of common stock of Rhinebeck Bancorp are not savings accounts or savings deposits, may lose value and are not insured by the Federal Deposit Insurance Corporation or 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 12 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 Rhinebeck Bancorp management and are subject to significant risks and uncertainties. Forward-looking statements are not guarantees of future performance and 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 Rhinebeck Bancorp's stockholders, the Bank's depositors and applicable regulatory agencies for the proposed conversion and related offering, or delays in obtaining such approvals; that customary closing conditions may not be satisfied in a timely manner, if at all; and other risks described in filings Rhinebeck Bancorp will make with the Securities and Exchange Commission (the "SEC"), which are available at the SEC's website, www.sec.gov.

Important Additional Information and Where to Find It

Rhinebeck Bancorp has filed with the SEC a registration statement on Form S-1 that includes a proxy statement and a prospectus of Rhinebeck Bancorp, as well as other relevant documents concerning the proposed transaction. STOCKHOLDERS OF RHINEBECK BANCORP ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS, AND THE PROSPECTUS CAREFULLY, ALONG WITH ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC AND 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 by written request to Rhinebeck Bancorp, Inc., 2 Jefferson Plaza, Poughkeepsie, New York 12601, Attention: Corporate Secretary. Our telephone number at this address is (845) 454-8555.

Participants in the Solicitation

Rhinebeck Bancorp and certain of its respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies from the stockholders of Rhinebeck Bancorp in connection with the proposed transaction. Information about the interests of the directors and executive officers of Rhinebeck Bancorp and other persons who may be deemed to be participants in the solicitation of stockholders of Rhinebeck Bancorp in connection with the proposed transaction and a description of their direct and indirect interests, by security holdings or otherwise, is included in the proxy statement/prospectus related to the proposed transaction.

CONTACT:

Matthew Smith
President & CEO
(845) 454-8555
msmith@rhinebeckbank.com

SOURCE: Rhinebeck Bancorp

View the original press release on ACCESS Newswire

FAQ

What is Rhinebeck Bancorp's (NASDAQ:RBKB) second-step conversion stock offering in May 2026?

Rhinebeck Bancorp launched a stock offering linked to a second-step conversion of its mutual holding company to a stock holding company. According to Rhinebeck Bancorp, the transaction depends on selling a minimum number of shares and receiving required regulatory and stakeholder approvals.

How many RBKB shares are offered and at what price in the 2026 stock sale?

Rhinebeck Bancorp is offering up to 8,912,500 common shares at $10.00 per share. According to Rhinebeck Bancorp, at least 6,587,500 shares must be sold for the conversion and offering to be completed under the announced terms.

Who can participate in Rhinebeck Bancorp's 2026 stock offering for RBKB shares?

The offering first targets eligible depositors and tax-qualified employee benefit plans of Rhinebeck Bank. According to Rhinebeck Bancorp, any remaining shares may be sold in a community offering, prioritizing residents of specified New York counties, then existing stockholders, then the general public.

What conditions must be met to complete Rhinebeck Bancorp's second-step conversion and RBKB offering?

Completion requires selling at least 6,587,500 shares plus receiving final regulatory approvals. According to Rhinebeck Bancorp, stockholders of Rhinebeck Bancorp and depositors of Rhinebeck Bank must also approve, and other customary closing conditions must be satisfied.

Are Rhinebeck Bancorp (RBKB) offering shares FDIC insured or risk-free?

No. The common stock offered is not a savings account or deposit and may lose value. According to Rhinebeck Bancorp, the shares are not insured by the Federal Deposit Insurance Corporation or any other government agency.

How will remaining RBKB shares be allocated if the subscription offering is undersubscribed?

Any unsubscribed shares may be sold in a community offering to the general public. According to Rhinebeck Bancorp, preference goes first to specified New York county residents, second to existing Rhinebeck Bancorp stockholders, and then to other investors.