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Rhinebeck Bancorp (NASDAQ: RBKB) finishes second-step conversion and sale

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Rhinebeck Bancorp, Inc. completed a “second-step” conversion of Rhinebeck Bancorp, MHC from a two-tier mutual holding company to a fully public stock holding company and closed its related stock offering. As a result of the Conversion, the mutual holding company will cease to exist.

The company sold 8,880,210 shares of common stock at $10.00 per share and converted each existing public share into new common stock at an exchange ratio of 1.3978. After the Conversion, offering and exchange, 15,638,237 common shares are outstanding before adjustments for fractional shares. Book-entry Direct Registration System statements, interest and refund checks are expected to be mailed on or about July 21, 2026, and cash in lieu of fractional shares on or about July 24, 2026.

Positive

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Negative

  • None.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares sold in offering 8,880,210 shares Common stock sold at $10.00 per share in the offering
Offering price $10.00 per share Price per share of common stock sold in the offering
Exchange ratio 1.3978 Each outstanding public share converted into new common stock at this ratio
Shares outstanding after conversion 15,638,237 shares Common stock outstanding after the Conversion, offering and exchange, before fractional adjustments
DRS mailing date July 21, 2026 Book-entry statements, interest checks and refund checks expected to be mailed on or about this date
Fractional share cash mailing date July 24, 2026 Checks for cash in lieu of fractional shares expected to be mailed on or about this date
second-step conversion regulatory
"has completed its “second-step” conversion from the two-tier mutual holding company"
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
"from the two-tier mutual holding company structure to the fully-public stock holding"
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.
fully-public stock holding company structure regulatory
"from the two-tier mutual holding company structure to the fully-public stock holding"
Direct Registration System (DRS) financial
"expects to mail Direct Registration System (DRS) book-entry statements for shares"
An electronic system that records a shareholder's ownership of stock directly on a company's transfer agent books instead of holding the shares in a brokerage account. Think of it like registering a car title in your name rather than keeping it with a third party: it shows who legally owns the shares, can simplify transfers and proxy voting, reduce paperwork and certificate risk, and affect how dividends and corporate communications are delivered to the owner.

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

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FAQ

What did Rhinebeck Bancorp, Inc. (RBKB) announce on July 21, 2026?
Rhinebeck Bancorp announced completion of its second-step conversion and related stock offering, moving to a fully public stock holding company structure. The mutual holding company was eliminated, simplifying the organization under a single, fully public holding company for Rhinebeck Bank.

How many RBKB shares were sold in the offering and at what price?
The company sold 8,880,210 shares of common stock at $10.00 per share in the offering. These newly issued shares were part of the transaction completing the Conversion from the mutual holding company structure to a fully public stock holding company structure.

What is the share exchange ratio for existing RBKB public stockholders?
Each outstanding share of Rhinebeck Bancorp common stock held by public stockholders was converted into new shares at an exchange ratio of 1.3978. This exchange occurred in connection with the Conversion and offering, replacing old shares with a higher number of new common shares.

How many Rhinebeck Bancorp (RBKB) shares are outstanding after the Conversion?
Following the Conversion, offering and share exchange, Rhinebeck Bancorp has 15,638,237 shares of common stock outstanding. This figure is stated before any adjustments for fractional shares, for which cash payments will be made instead of issuing fractional share interests.

When will RBKB investors receive DRS statements and cash for fractional shares?
The transfer agent expects to mail DRS book-entry statements, interest checks and any refund checks on or about July 21, 2026. Checks for cash in lieu of fractional shares for existing shareholders are expected to be mailed on or about July 24, 2026.

What does "second-step" conversion mean for Rhinebeck Bancorp (RBKB)?
The “second-step” conversion refers to Rhinebeck Bancorp, MHC converting from a two-tier mutual holding company structure to a fully public stock holding company. After completion, the mutual holding company ceases to exist and ownership resides entirely in publicly held common stock.
0001751783false00017517832026-07-212026-07-21

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

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PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

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Date of Report (Date of earliest event reported): July 21, 2026

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Rhinebeck Bancorp, Inc.

(Exact Name of Registrant as Specified in Charter)

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Maryland

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001-38779

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83-2117268

(State or Other Jurisdiction)

of Incorporation)

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(Commission File No.)

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(I.R.S. Employer

Identification No.)

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2 Jefferson Plaza, Poughkeepsie, New York

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12601

(Address of Principal Executive Offices)

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(Zip Code)

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Registrant’s telephone number, including area code:(845) 454-8555

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Not Applicable

(Former name or former address, if changed since last report)

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class

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Trading

Symbol(s)

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Name of each exchange on which registered

Common Stock, par value $0.01 per share

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RBKB

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The NASDAQ Stock Market, LLC

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17

CFR 240.14d-2(b))

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☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17

CFR 240.13e-4(c))

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).     Emerging growth company  ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 8.01Other Events

On July 21, 2026, Rhinebeck Bancorp, Inc. (the “Company”), the holding company for Rhinebeck Bank, issued a press release announcing the closing of the previously reported “second-step” conversion of Rhinebeck Bancorp, MHC and reorganization of Rhinebeck Bank from the two-tier mutual holding company structure to the fully-public stock holding company structure, and the related stock offering conducted by the Company.  A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

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Item 9.01Financial Statements and Exhibits.

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(d)Exhibits

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Exhibit NumberExhibit

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99.1​ ​​ ​​ ​Press release dated July 21, 2026

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104

Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

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SIGNATURES

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

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RHINEBECK BANCORP, INC.

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DATE: July 21, 2026

By: /s/ Matthew J. Smith

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Matthew J. Smith

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President and Chief Executive Officer

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PRESS RELEASE

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Contact:

Matthew J. Smith

President and Chief Executive Officer

Rhinebeck Bancorp, Inc.

(845) 454-8555

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Rhinebeck Bancorp, Inc. Announces Completion of

Conversion and Offering

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Poughkeepsie, New York (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.

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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.

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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.

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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.

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Press Releases

Other Documents