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Rhinebeck Bancorp, Inc. Announces Stockholder and Depositor Approvals of Pending Conversion Transaction

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Rhinebeck Bancorp (NASDAQ:RBKB) stockholders and Rhinebeck Bank depositors approved an Amended and Restated Plan of Conversion and Reorganization on June 29, 2026. The mutual holding company will convert to a fully public stock holding company.

Closing the conversion and related stock offering requires final regulatory approvals, sale of at least 6,587,500 shares, and customary conditions. The subscription offering closed June 18, 2026, with no community offering expected.

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Positive

  • Stockholders and depositors approved the conversion and reorganization plan
  • Mutual holding company to convert into fully public stock holding company structure
  • Minimum of 6,587,500 shares planned to be sold in stock offering

Negative

  • Conversion and offering remain subject to final regulatory approvals and conditions
  • Completion depends on selling at least 6,587,500 shares of common stock
  • Subscription stock offering has expired, and no community offering will be held

Market Context

This announcement confirms stockholder and depositor approvals for RBKB’s conversion, with completio...
Analysis

This announcement confirms stockholder and depositor approvals for RBKB’s conversion, with completion dependent on selling at least 6,587,500 shares and securing final regulatory approvals. Investors may watch allocation details and dilution impact as orders are processed.

Key Figures

Minimum share sale: 6,587,500 shares Subscription offering expiry: June 18, 2026 Regulatory and closing conditions: Final approvals & customary conditions
3 metrics
Minimum share sale 6,587,500 shares Minimum common shares required to complete conversion and stock offering
Subscription offering expiry June 18, 2026 Date the subscription stock offering expired
Regulatory and closing conditions Final approvals & customary conditions Conditions remaining before conversion and related offering can close

Historical Context

5 past events · Latest: May 26 (Negative)
Pattern 5 events
Date Event Sentiment 24h Move Catalyst
May 26 Stock offering Negative -0.7% Announcement of conversion-related stock offering with minimum share sale requirement.
Apr 23 Quarterly earnings Positive +4.7% Q1 2026 results with stable margins and solid balance sheet metrics.
Apr 13 Executive appointment Positive -0.1% Appointment of new EVP to lead and expand commercial banking activities.
Mar 26 Technology partnership Positive +0.8% Partnership to modernize and digitize account opening across channels.
Feb 10 Conversion plan Positive +23.8% Announcement of second-step conversion plan for mutual holding company.

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

Pattern Detected

RBKB has generally reacted positively to strategic and conversion-related announcements, with only one recent divergence on a management appointment.

Key Terms

mutual holding company, subscription stock offering, community offering, conversion and reorganization
4 terms
mutual holding company financial
"Rhinebeck Bancorp, MHC, the mutual holding company for the Company and the Bank, will convert"
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.
subscription stock offering financial
"The Company's subscription stock offering expired on June 18, 2026 and, based on preliminary results"
A subscription stock offering is when a company sells newly issued shares directly to investors who sign up to buy them at a set price, often giving existing shareholders the first chance to participate. It matters to investors because it brings fresh cash to the business but also reduces each owner’s percentage stake—like adding more slices to a pie—so it can change share value, earnings per share and control of the company.
community offering financial
"based on preliminary results, the Company will not hold 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.
conversion and reorganization financial
"approved the Amended and Restated Plan of Conversion and Reorganization, whereby Rhinebeck Bancorp, MHC"
Conversion and reorganization describe corporate actions that change a company's legal or financial structure: conversion usually means swapping one kind of financial claim for another (for example turning preferred shares or bonds into common stock), while reorganization means reshaping the company’s structure or ownership through mergers, spin-offs, or capital changes. Like trading coupons for different tickets and rearranging pieces on a game board, these moves can alter how much investors own, their voting rights, tax treatment, and the market value or liquidity of their holdings.

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

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POUGHKEEPSIE, NY / ACCESS Newswire / June 29, 2026 / Rhinebeck Bancorp, Inc. (NASDAQ:RBKB) (the "Company"), the holding company for Rhinebeck Bank (the "Bank"), announced that at special meetings held on June 29, 2026, the stockholders of the Company and the depositors of the Bank approved the Amended and Restated Plan of Conversion and Reorganization, whereby Rhinebeck Bancorp, MHC, the mutual holding company for the Company and the Bank, will convert from the mutual holding company structure to the fully public stock holding company structure.

The closing of the conversion and related stock offering remains subject to receipt of final regulatory approvals, the sale of at least 6,587,500 shares of common stock, and customary closing conditions. The Company's subscription stock offering expired on June 18, 2026 and, based on preliminary results, the Company will not hold a community offering. The number of shares to be sold in connection with the conversion and stock offering will be based on a final independent appraisal and receipt of final regulatory approvals. The Company is currently processing orders received in the subscription offering and will provide allocation information as soon as it is available.

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. 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 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: the failure to obtain the requisite approvals of 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 the Company has made with the Securities and Exchange Commission (the "SEC"), which are available at the SEC's website, www.sec.gov.

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, as supplemented by the prospectus supplement, and when accompanied by a stock order form. The shares of common stock being offered for sale by Rhinebeck Bancorp, Inc. are not savings accounts or deposit accounts and are not insured by the Federal Deposit Insurance Corporation or by any other governmental agency.

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 did Rhinebeck Bancorp (NASDAQ:RBKB) stockholders approve on June 29, 2026?

Rhinebeck Bancorp stockholders and bank depositors approved an Amended and Restated Plan of Conversion and Reorganization on June 29, 2026. According to Rhinebeck Bancorp, this plan allows its mutual holding company to convert into a fully public stock holding company structure, subject to remaining conditions.

What is Rhinebeck Bancorp RBKB’s 2026 conversion and stock offering plan?

Rhinebeck Bancorp plans to convert from a mutual holding company structure to a fully public stock holding company. According to Rhinebeck Bancorp, the related stock offering will be based on a final independent appraisal and requires regulatory approvals and minimum share sales.

How many Rhinebeck Bancorp (RBKB) shares must be sold in the 2026 conversion offering?

The conversion and offering require the sale of at least 6,587,500 shares of common stock. According to Rhinebeck Bancorp, meeting this minimum, along with final regulatory approvals and other conditions, is necessary for closing the transaction.

Is Rhinebeck Bancorp holding a community stock offering for its 2026 conversion?

Rhinebeck Bancorp does not plan to hold a community offering for this conversion. According to Rhinebeck Bancorp, the subscription stock offering expired on June 18, 2026, and preliminary results indicate a community offering will not be conducted.

What are the next steps for Rhinebeck Bancorp (RBKB) after the 2026 conversion approvals?

Next steps include securing final regulatory approvals and completing the stock sale of at least 6,587,500 shares. According to Rhinebeck Bancorp, the company is processing subscription orders and will release allocation information once available.