Rhinebeck Bancorp (NASDAQ: RBKB) completed its second-step conversion from a two-tier mutual holding company to a fully public stock holding company and closed its related stock offering. Rhinebeck Bancorp, MHC will cease to exist following the conversion.
The company sold 8,880,210 common shares at $10.00 per share. Existing public shares as of July 21, 2026 were exchanged into new shares at an exchange ratio of 1.3978, resulting in 15,638,237 common shares outstanding before fractional share adjustments. DRS statements, interest and refund checks are expected to mail on or about July 21, 2026, and cash in lieu of fractional shares on or about July 24, 2026.
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Positive
Second-step conversion completed, moving to a fully public stock holding company structure
Common stock offering of 8,880,210 shares at $10.00 per share completed
Post-transaction share count clarified at 15,638,237 common shares outstanding (pre-fractional adjustments)
Negative
None.
Market Context
Current insider context recorded Net Selling. Against that platform signal, the completed conversion...
Analysis
Current insider context recorded Net Selling. Against that platform signal, the completed conversion can be assessed alongside the finalized share count and exchange mechanics; the relevant risk to watch is how ownership structure evolves after closing.
Key Figures
Shares sold:8,880,210 sharesOffering price:$10.00 per shareExchange ratio:1.3978 new shares+4 more
7 metrics
Shares sold8,880,210 sharesOffering completion
Offering price$10.00 per shareCompleted offering
Exchange ratio1.3978 new sharesPer outstanding public share
Shares outstanding15,638,237 sharesAfter conversion, offering and exchange
Company commenced the stock offering tied to the proposed second-step conversion.
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Pattern Detected
Tag-specific offering events produced mixed reactions of +0.12% and -0.65%, with an average move of -0.27%.
Key Terms
second-step conversion, mutual holding company, exchange ratio, direct registration system
4 terms
second-step conversionfinancial
"completed its "second-step" conversion from the two-tier mutual holding company structure"
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 companyfinancial
"from the two-tier mutual holding company structure to the fully-public stock holding company structure"
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.
exchange ratiofinancial
"converted into new shares of Company common stock based on an exchange ratio of 1.3978"
The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.
direct registration systemtechnical
"mail Direct Registration System (DRS) book-entry statements for shares purchased"
A direct registration system allows investors to register their ownership of securities directly with the issuing company or its transfer agent, rather than holding shares through a broker or intermediary. This setup gives investors more control over their holdings and simplifies the process of buying or selling shares. It is important because it can reduce costs, increase transparency, and provide a clearer record of ownership.
POUGHKEEPSIE, NY / ACCESS Newswire / July 21, 2026 / Rhinebeck Bancorp, Inc. (NASDAQ Capital Market:RBKB) (the "Company"), the holding company for Rhinebeck Bank, announced that Rhinebeck Bancorp, MHC (the "MHC") has completed its "second-step" conversion from the two-tier mutual holding company structure to the fully-public stock holding company structure (the "Conversion"), and that the Company has completed its offering. As a result of the closing of the Conversion, the MHC will cease to exist.
The Company sold 8,880,210 shares of common stock at a price of $10.00 per share in the offering.In addition, each outstanding share of Company common stock held by public stockholders as of July 21, 2026 was converted into new shares of Company common stock based on an exchange ratio of 1.3978.As a result of the Conversion, offering and exchange, the Company has 15,638,237 shares of common stock outstanding, before taking into account adjustments for fractional shares.
The Company's transfer agent, Continental Stock Transfer & Trust Company, expects to mail Direct Registration System (DRS) book-entry statements for shares purchased in the offering on or about July 21, 2026. Interest checks, and if applicable refund checks, for subscribers in the offering are also expected to be mailed out on or about July 21, 2026. Subscribers in the offering wishing to confirm their orders may do so online at https://allocations.kbw.com or may contact the Stock Information Center at (877) 643-8198. The Stock Information Center is open Monday through Friday between 10:00 a.m. and 4:00 p.m., Eastern time. For existing shareholders as of the closing, checks for cash in lieu of fractional shares will be mailed on or about July 24, 2026.
Luse Gorman, PC acted as legal counsel to the Company and Rhinebeck Bank. Keefe, Bruyette & Woods, Inc., a Stifel Company, acted as marketing agent for the Company in the offering, and Vedder Price P.C. acted as its legal counsel.
About Rhinebeck Bancorp, Inc.
Rhinebeck Bancorp, Inc. is the bank holding company for Rhinebeck Bank, a New York-chartered stock savings bank headquartered in Poughkeepsie, New York. Rhinebeck Bank conducts its business from 12 full-service banking offices and three representative offices located in Albany, Dutchess, Orange, Ulster and Westchester Counties, New York.
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. 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, delays in trading of newly issued common stock following completion of the conversion and offering, and other risks as described in filings the Company has made with the Securities and Exchange Commission (the "SEC"), which are available at the SEC's website, www.sec.gov.
Contact:
Matthew J. Smith President and Chief Executive Officer Rhinebeck Bancorp, Inc. (845) 454-8555
What did Rhinebeck Bancorp (NASDAQ: RBKB) announce about its second-step conversion on July 21, 2026?
Rhinebeck Bancorp announced completion of its second-step conversion to a fully public stock holding company. According to the company, Rhinebeck Bancorp, MHC will cease to exist following this conversion, and the related stock offering has been successfully closed on July 21, 2026.
How many RBKB shares were sold in Rhinebeck Bancorp's 2026 stock offering and at what price?
Rhinebeck Bancorp sold 8,880,210 shares of common stock at $10.00 per share in its offering. According to the company, this issuance occurred in connection with its second-step conversion completed on July 21, 2026, on the NASDAQ Capital Market.
What is the share exchange ratio for existing Rhinebeck Bancorp (RBKB) shareholders in the 2026 conversion?
Each existing Rhinebeck Bancorp common share held by public stockholders was exchanged at a ratio of 1.3978 new shares. According to the company, this exchange ratio applied to shareholders of record as of July 21, 2026, as part of the completed second-step conversion.
How many Rhinebeck Bancorp (RBKB) shares are outstanding after the 2026 conversion and offering?
After the conversion, offering and exchange, Rhinebeck Bancorp has 15,638,237 common shares outstanding. According to the company, this figure is stated before adjustments for fractional shares, reflecting the combined impact of new shares sold and the exchange ratio.
When will RBKB investors receive DRS statements, interest checks, refunds, and cash for fractional shares?
DRS book-entry statements, interest checks and any refund checks are expected to mail on or about July 21, 2026. According to the company, checks for cash in lieu of fractional shares for existing shareholders should mail on or about July 24, 2026.
How can subscribers confirm their allocation in Rhinebeck Bancorp's 2026 stock offering (RBKB)?
Subscribers can confirm their orders online at https://allocations.kbw.com or by calling the Stock Information Center at (877) 643-8198. According to the company, the center operates Monday through Friday, between 10:00 a.m. and 4:00 p.m. Eastern time.
Who advised Rhinebeck Bancorp (RBKB) in its 2026 second-step conversion and offering?
Luse Gorman served as legal counsel to Rhinebeck Bancorp and Rhinebeck Bank during the transaction. According to the company, Keefe, Bruyette & Woods acted as marketing agent for the offering, and Vedder Price served as additional legal counsel to the company.
