Rhinebeck Bancorp completes conversion and offering
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.
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.
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8-K Event Classification
2 items: 8.01, 9.01
2 items
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, or exhibit attachments filed with this report.
Key Figures
Shares sold in offering: 8,880,210 shares
Offering price: $10.00 per share
Exchange ratio: 1.3978
+3 more
6 metrics
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
Key Terms
second-step conversion, mutual holding company, fully-public stock holding company structure, Direct Registration System (DRS)
4 terms
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.
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.
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
