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Rhinebeck Bancorp, Inc. Announces Subscription Offering Results and Expected Closing Date

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(Negative)
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Rhinebeck Bancorp (Nasdaq:RBKB) reported that its subscription offering, conducted as part of the mutual-to-stock conversion of Rhinebeck Bancorp MHC, was oversubscribed in the first tier by eligible depositors as of December 31, 2024, with valid orders exceeding the maximum of the offering range. Only this priority group will receive allocations, subject to the prospectus procedures. Existing public shareholders will have their shares exchanged so they own approximately the same percentage of the new company, receiving 1.3978 new shares for each existing share, with cash for fractional shares at $10.00 per share. After the offering and exchange, Rhinebeck Bancorp expects to have 15,638,237 shares outstanding, and, subject to customary closing conditions, anticipates closing on July 21, 2026, with the new shares trading on Nasdaq under “RBKB” from July 22, 2026.

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Positive

  • Subscription offering oversubscribed in first tier by eligible depositors
  • Existing shareholders to receive 1.3978 new RBKB shares per current share
  • Post-transaction expected share count of 15,638,237 shares disclosed
  • Newly issued and exchanged shares expected to trade under RBKB from July 22, 2026

Negative

  • Bank ESOP unable to purchase shares in offering; expected to buy up to 4% in open market later

Market Context

Platform data shows low short positioning and recent insider net selling of 4,162 shares at $15.915,...
Analysis

Platform data shows low short positioning and recent insider net selling of 4,162 shares at $15.915, framing this conversion-related offering as a balance between added capital and dilution risk. Investors may watch how the ESOP’s planned purchase of up to 4% of sold shares supports post-closing trading.

Key Figures

Subscription expiry date: June 18, 2026 Eligibility date: December 31, 2024 ESOP open‑market purchase: up to 4% of shares sold +5 more
8 metrics
Subscription expiry date June 18, 2026 Subscription offering expiration
Eligibility date December 31, 2024 Depositor eligibility cutoff for first tier
ESOP open‑market purchase up to 4% of shares sold Employee stock ownership plan post-conversion purchases
Share exchange ratio 1.3978 shares New common stock per existing share at conversion
Cash in lieu rate $10.00 per share Cash paid for fractional shares
Post-transaction shares 15,638,237 shares Shares outstanding after offering and exchange
Expected closing date July 21, 2026 Anticipated closing of conversion and offering
Call center hours 10:00 am–4:00 pm Eastern Stock Information Center availability

Previous Offering Reports

1 past event · Latest: May 26 (Negative)
Same Type Pattern 1 events
Date Event Sentiment 24h Move Catalyst
May 26 Stock offering launch Negative -0.7% Announced second-step conversion stock offering with defined share range and price.

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

Pattern Detected

The only recent offering-related headline saw a modest negative share-price reaction, suggesting stock offerings have slightly pressured the shares.

Key Terms

mutual-to-stock conversion, employee stock ownership plan, prospectus, nasdaq capital market
4 terms
mutual-to-stock conversion financial
"subscription offering conducted in connection with the mutual-to-stock conversion of Rhinebeck Bancorp, MHC"
A mutual-to-stock conversion is when a company owned by its customers or members (often an insurance mutual or cooperative) changes into a stock company that issues shares to outside investors. For investors, that change creates tradable equity and a chance to buy ownership, and it can alter governance, capital access and risk profile much like a neighborhood co‑op turning into a regular business that can sell shares to raise money.
employee stock ownership plan financial
"The Bank's employee stock ownership plan was unable to purchase shares in the offering"
An employee stock ownership plan (ESOP) is a company-run program that gives workers ownership stakes by allocating or letting them buy company shares, often through a retirement-style account. For investors, ESOPs matter because they align employees’ incentives with company performance—like turning staff into shareholders—which can boost productivity and long-term value but may also concentrate employee retirement savings in company stock, affecting financial risk and share demand.
prospectus regulatory
"allocation procedures disclosed in the Company's prospectus dated May 14, 2026"
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.
nasdaq capital market financial
"Shares of Company common stock will continue to trade on the Nasdaq Capital Market under the trading symbol"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

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

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POUGHKEEPSIE, NY / ACCESS Newswire / July 17, 2026 / Rhinebeck Bancorp, Inc. (Nasdaq Capital Market:RBKB) (the "Company"), the holding company for Rhinebeck Bank (the "Bank"), announced the results of the subscription offering conducted in connection with the mutual-to-stock conversion of Rhinebeck Bancorp, MHC, the mutual holding company of the Bank.

The subscription offering, which expired on June 18, 2026, was oversubscribed in the first tier by eligible depositors of the Bank as of the close of business on December 31, 2024. Valid subscription orders for more than the maximum of the offering range were received. As a result of the oversubscription, the subscription orders are subject to the priorities and allocation procedures disclosed in the Company's prospectus dated May 14, 2026. No other priority group will have their orders filled.

Eligible subscribers may confirm their subscription and allocations online at https://allocations.kbw.com. Also, the Stock Information Center will be able to confirm allocation information at (877) 643-8198. The Stock Information Center is open Monday through Friday between 10:00 am and 4:00 pm Eastern time. The Bank's employee stock ownership plan was unable to purchase shares in the offering and, as disclosed in the prospectus, it is expected to purchase an amount equal to up to 4% of the shares that were sold in the offering in the open market following the completion of the conversion and offering.

Concurrent with the completion of the offering, shares of existing Rhinebeck Bancorp, Inc. common stock owned by the public will be exchanged for shares of the new Rhinebeck Bancorp, Inc. common stock so that Rhinebeck Bancorp, Inc's existing shareholders will own approximately the same percentage of the new Rhinebeck Bancorp, Inc. common stock as they owned of Rhinebeck Bancorp, Inc's common stock immediately prior to the conversion, subject to adjustment as disclosed in the prospectus. As a result, existing shareholders of Rhinebeck Bancorp, Inc. will receive 1.3978 shares of the new Rhinebeck Bancorp, Inc. common stock for each share of the existing Rhinebeck Bancorp, Inc. common stock they owned immediately prior to completion of the transaction. Cash in lieu of fractional shares will be paid at a rate of $10.00 per share. As a result of the offering and the exchange of shares, Rhinebeck Bancorp, Inc. will have 15,638,237 shares outstanding after giving effect to the transaction, subject to adjustment for fractional shares.

The conversion and offering remain subject to customary closing conditions. Subject to satisfaction of those conditions, the Company anticipates closing the transaction on Tuesday, July 21, 2026. Shares of Company common stock will continue to trade on the Nasdaq Capital Market under the trading symbol "RBKB" through the closing of the market on the closing date of the conversion (Tuesday, July 21, 2026). It is anticipated that the newly issued and exchanged shares of Company common stock will begin to trade on the Nasdaq Capital Market under the same symbol "RBKB" beginning on Wednesday, July 22, 2026.

Luse Gorman, PC is acting as legal counsel to the Company, Rhinebeck Bancorp, MHC and the Bank. Keefe, Bruyette & Woods, Inc., a Stifel Company, is acting as marketing agent for the Company in the subscription offering, and Vedder Price P.C. is acting 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. The 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 the failure to satisfy customary closing conditions in a timely manner, if at all, delays in trading of newly issued common stock following completion of the conversion and offering, 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.

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 were the results of the Rhinebeck Bancorp (RBKB) 2026 subscription offering?

The subscription offering was oversubscribed in the first tier by eligible depositors, with valid orders exceeding the maximum of the offering range. According to Rhinebeck Bancorp, only this priority group will receive allocations under the prospectus’ priorities and allocation procedures.

What share exchange ratio will Rhinebeck Bancorp (RBKB) shareholders receive in the 2026 conversion?

Existing Rhinebeck Bancorp shareholders will receive 1.3978 shares of new RBKB common stock for each current share. According to Rhinebeck Bancorp, this exchange is structured so existing holders own approximately the same percentage of the new company, subject to disclosed adjustments.

How many Rhinebeck Bancorp (RBKB) shares will be outstanding after the 2026 conversion and offering?

After the offering and share exchange, Rhinebeck Bancorp expects to have 15,638,237 shares outstanding, subject to fractional share adjustments. According to Rhinebeck Bancorp, cash in lieu of fractional shares will be paid at a rate of $10.00 per share.

When will new Rhinebeck Bancorp (RBKB) shares start trading after the mutual-to-stock conversion?

Rhinebeck Bancorp anticipates closing the conversion on Tuesday, July 21, 2026, with current shares trading as RBKB through that day. According to Rhinebeck Bancorp, newly issued and exchanged shares are expected to begin trading under RBKB on Wednesday, July 22, 2026.

How are Rhinebeck Bancorp (RBKB) ESOP purchases handled in the 2026 offering?

The Bank’s ESOP was unable to purchase shares in the subscription offering. According to Rhinebeck Bancorp, the ESOP is expected to buy an amount equal to up to 4% of shares sold in the offering on the open market after completion.

Will Rhinebeck Bancorp (RBKB) shareholders receive cash for fractional shares in the 2026 exchange?

Yes. Fractional shares created by the 1.3978-for-1 exchange will not be issued. According to Rhinebeck Bancorp, shareholders will instead receive cash in lieu of fractional shares at a rate of $10.00 per share.

Will Rhinebeck Bancorp (RBKB) shareholders maintain their ownership percentage after the 2026 conversion?

Existing public shareholders are expected to own approximately the same percentage of the new RBKB common stock as before. According to Rhinebeck Bancorp, this outcome is achieved through the 1.3978 exchange ratio, subject to the adjustments described in its prospectus.