Rhinebeck Bancorp (NASDAQ: RBKB) hires KBW to market stock offering
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Rhinebeck Bancorp, Inc. has entered into an Agency Agreement with Keefe, Bruyette & Woods, Inc. to assist in marketing its common stock in an ongoing conversion and stock offering.
KBW receives a $50,000 management fee, already paid, and success fees equal to 1.0% of subscription offering proceeds and 1.5% of any community offering proceeds, payable at completion and reduced by the management fee. If a syndicated community offering is used, KBW may earn up to 6.0% of those proceeds. As records agent, KBW is paid $45,000 (including $20,000 already paid), with potential increases of up to $15,000 for regulatory or plan changes or processing delays. The shares are being offered under a Form S-1 registration statement and related prospectus dated May 14, 2026.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 1.01, 9.01
2 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Management fee to KBW: $50,000
Subscription offering success fee: 1.0% of aggregate proceeds
Community offering success fee: 1.5% of aggregate proceeds
+4 more
7 metrics
Management fee to KBW
$50,000
Paid for financial advisory and marketing services
Subscription offering success fee
1.0% of aggregate proceeds
Success fee on subscription offering, payable at completion
Community offering success fee
1.5% of aggregate proceeds
Success fee on any community offering, payable at completion
Syndicated community fee cap
Up to 6.0% of proceeds
Maximum fee on syndicated community offering proceeds
Records agent base fee
$45,000
Fee for KBW as records agent for conversion and offering
Records agent fee already paid
$20,000
Portion of records agent fee already paid to KBW
Potential records fee increase
Up to $15,000
Possible increase for regulatory or plan changes or delays
Key Terms
Agency Agreement, subscription offering, community offering, syndicated community offering, +2 more
6 terms
Agency Agreement financial
"entered into an Agency Agreement with Keefe, Bruyette & Woods, Inc."
subscription offering financial
"a success fee equal to 1.0% ... of the Company’s subscription 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
"1.5% of the aggregate proceeds of the Company’s subscription offering and any 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
"sold through a group of broker-dealers in a syndicated community offering"
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.
Registration Statement on Form S-1 regulatory
"offered pursuant to a Registration Statement on Form S-1, as amended"
A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.
mutual holding company financial
"Rhinebeck Bancorp, MHC (the “MHC”), the parent mutual holding company"
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.
FAQ
What did Rhinebeck Bancorp (RBKB) announce in this Form 8-K?
Rhinebeck Bancorp announced an Agency Agreement with Keefe, Bruyette & Woods to market its common stock in a stock offering. The agreement covers advisory, marketing, and recordkeeping services, with specified fixed and percentage-based fees tied to offering proceeds.
How will Keefe, Bruyette & Woods be compensated in the Rhinebeck Bancorp offering?
KBW receives a $50,000 management fee already paid, plus a success fee of 1.0% of subscription offering proceeds and 1.5% of any community offering proceeds. These success fees are payable at completion and are reduced by the previously paid management fee.
What fees apply if Rhinebeck Bancorp uses a syndicated community offering?
If shares are sold through broker-dealers in a syndicated community offering, Rhinebeck Bancorp will pay KBW a fee not exceeding 6.0% of the aggregate proceeds from that syndicated community offering, instead of only the lower subscription or community offering success fee structure.
What is KBW’s role as records agent for Rhinebeck Bancorp’s conversion and offering?
As records agent, KBW is paid $45,000, with $20,000 already paid and the remainder due upon completion of the conversion and stock offering. This fee can increase by up to $15,000 if regulations or the conversion plan change or delays require extra processing.
Under what registration is Rhinebeck Bancorp’s common stock being offered?
The common stock is being offered under a Registration Statement on Form S-1, as amended, with Registration No. 333-294283. The offering uses a related prospectus dated May 14, 2026, which governs the terms of the conversion and stock sale to investors.