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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
February 10, 2026
Rhinebeck Bancorp, Inc.
(Exact Name of Registrant as Specified in Charter)
| Maryland |
|
|
001-38779 |
|
83-2117268 |
|
(State or Other Jurisdiction)
of Incorporation) |
|
|
(Commission File
No.) |
|
(I.R.S. Employer
Identification No.) |
| |
|
|
|
|
|
| 2 Jefferson Plaza, Poughkeepsie, New York |
|
12601 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including area
code: (845) 454-8555
Not Applicable
(Former name or former address, if changed since
last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.01 per share |
|
RBKB |
|
The NASDAQ Stock Market, LLC |
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):
x Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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. ¨
On February 10, 2026, the board of directors
of Rhinebeck Bancorp, MHC (the “MHC”), the parent mutual holding company of Rhinebeck Bancorp, Inc. (the “Company”),
adopted a Plan of Conversion and Reorganization (the “Plan”) pursuant to which the MHC will undertake a “second-step”
conversion and Rhinebeck Bank, the Company’s wholly owned subsidiary, will reorganize from the two-tier mutual holding company structure
to the fully-public stock holding company structure. Following the conversion and reorganization, the MHC, which currently owns approximately
57% of the Company’s outstanding shares of common stock, will cease to exist. The Company will continue to be the stock holding
company of Rhinebeck Bank.
Pursuant to the Plan, (i) the Company will
offer and sell shares of common stock, representing the ownership interest of the MHC in the Company, in a subscription offering and,
if necessary, in a community offering, syndicated community offering and/or firm commitment underwritten offering, and (ii) existing
shares of the Company’s common stock held by persons other than the MHC will be exchanged for new shares of the Company’s
common stock based on an exchange ratio designed to preserve the percentage ownership interests of such persons, excluding any shares
of Company common stock purchased in the stock offering and cash received in lieu of issuance of fractional shares of Company common stock,
and as adjusted to reflect certain assets held by the MHC (all shares held by the MHC will be canceled). The Plan establishes December 31,
2024 as the eligibility record date for determining the eligible account holders of Rhinebeck Bank entitled to receive first priority
non-transferable subscription rights to subscribe for shares of Company common stock in the subscription offering. The number and price
of shares of Company common stock to be sold in the offering and the exchange ratio will be based on the Company’s pro forma market
value on a fully converted basis, as determined by an independent appraisal.
The Plan is subject to regulatory approval as well
as approval by the depositors of Rhinebeck Bank and by the Company’s stockholders (including approval by the holders of a majority
of the outstanding shares of the Company’s common stock held by persons other than the MHC).
The foregoing summary of the Plan is not complete
and is qualified in its entirety by reference to the complete text of the Plan, which is filed as Exhibit 2.1 to this Form 8-K
and which is incorporated herein by reference.
On February 10, 2026, the Company issued a
press release announcing the adoption of the Plan. A copy of the press release is filed as Exhibit 99.1 to this Form 8-K and
is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| | Exhibit Number | Exhibit |
| | | |
| 2.1 | Plan of Conversion and Reorganization of Rhinebeck Bancorp, MHC |
| 99.1 | Press Release dated February 10, 2026 |
| 104 | Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL) |
SIGNATURES
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.
| |
RHINEBECK BANCORP, INC. |
| |
|
| DATE: February 10, 2026 |
/s/
Matthew J. Smith |
| |
Matthew J. Smith |
| |
President and Chief Executive Officer |
Exhibit 99.1
PRESS RELEASE
Contact:
Matthew J. Smith
President and Chief Executive Officer
Rhinebeck Bancorp, Inc.
(845) 454-8555
Rhinebeck Bancorp, Inc. Announces Adoption of
Plan of Conversion and Reorganization
to Undertake Second Step Conversion
Poughkeepsie, New York; February 10, 2026 –
Rhinebeck Bancorp, Inc. (Nasdaq Global Market “RBKB”) (the “Company”), the holding company for Rhinebeck Bank
(the “Bank”), announced today that the Board of Trustees of its parent mutual holding company, Rhinebeck Bancorp, MHC (the
“MHC”), has adopted a Plan of Conversion and Reorganization pursuant to which the MHC will undertake a “second step”
conversion from the mutual holding company structure to the stock holding company structure.
The MHC, which was formed in connection with the
reorganization of the Bank into the mutual holding company structure and the related initial public offering by the Company in 2019, currently
owns approximately 57% of the outstanding shares of common stock of the Company.
As part of the conversion, the MHC will merge into
the Company and cease to exist. Each share of common stock of the Company owned by persons other than the MHC (the “minority stockholders”)
will be exchanged for new shares of the Company’s common stock pursuant to an exchange ratio established at the completion of the
proposed transaction. The exchange ratio is designed to preserve the same aggregate percentage ownership interest that the minority stockholders
will have in the Company immediately before the completion of the proposed transaction, exclusive of the purchase of any additional shares
of common stock of the Company by minority stockholders in the stock offering and the effect of cash received in lieu of issuance of fractional
shares of common stock of the Company, and as adjusted to reflect certain assets held by the MHC.
The Company will offer for sale shares of its common
stock, representing the MHC’s ownership interest in the Company, to depositors of the Bank and others in a subscription offering
and, if necessary, a community offering, syndicated community offering and/or firm commitment underwritten offering. Eligible account
holders of the Bank as of the close of business on December 31, 2024 will have first priority non-transferable subscription rights to
subscribe for shares of common stock of the Company. The total number of shares of common stock of the Company to be issued in the proposed
stock offering will be based on the aggregate pro forma market value of the common stock of the Company, as determined by an independent
appraisal.
The proposed transaction is expected to be completed
in the third quarter of 2026, subject to regulatory approval, approval by the depositors of the Bank, and approval by the stockholders
of the Company, including a separate approval by the Company’s minority stockholders. Detailed information regarding the proposed
transaction, including the stock offering, will be sent to stockholders of the Company and depositors of the Bank following regulatory
approval.
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 when accompanied by a stock order form. The
shares of common stock to be offered for sale by the Company are not savings accounts or savings deposits in the Bank and are not insured
by the Federal Deposit Insurance Corporation or by any other government agency.
About Rhinebeck Bancorp, Inc.
Rhinebeck Bancorp 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 13 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. 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 the Company’s stockholders, the Bank’s
depositors and applicable regulatory agencies for the proposed conversion and related stock offering, delays in obtaining such approvals,
or adverse conditions imposed in connection with 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 will make with the Securities and Exchange Commission (the “SEC”),
which will be available at the SEC’s website, www.sec.gov.
Important Additional Information and Where to Find It
The Company will file with the SEC a registration
statement on Form S-1 that will include a proxy statement and a prospectus of the Company, as well as other relevant documents concerning
the proposed transaction. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT, AND THE PROSPECTUS
CAREFULLY WHEN THESE DOCUMENTS BECOME AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS
TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. When filed, these documents and other documents relating to the
proposed transaction can be obtained free of charge from the SEC’s website at www.sec.gov. Alternatively, these documents,
when available, can be obtained free-of-charge from the Company upon written request to the Company at Two Jefferson Plaza, Poughkeepsie,
New York 12602, Attention: Corporate Secretary. Our telephone number at this address is (845) 454-8555.
