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Rhinebeck Bancorp (NASDAQ: RBKB) starts second-step conversion stock sale

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8-K

Rhea-AI Filing Summary

Rhinebeck Bancorp, Inc. has commenced a public stock offering of up to 8,912,500 shares of common stock at $10.00 per share in connection with a proposed “second-step” conversion of Rhinebeck Bancorp, MHC to a fully stock holding company structure.

The shares are first offered in a subscription offering to eligible depositors of Rhinebeck Bank and its tax-qualified employee benefit plans, with any remaining shares potentially sold in a community offering that favors local residents and existing stockholders. The company must sell at least 6,587,500 shares to complete the conversion, which also requires final regulatory approvals, approvals from stockholders and depositors, and satisfaction of customary closing conditions. Keefe Bruyette & Woods, Inc. is serving as marketing agent.

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Insights

Rhinebeck Bancorp launches sizable offering tied to full stock conversion.

Rhinebeck Bancorp is moving from a mutual holding company structure to a fully stock-owned model via a “second-step” conversion. The offering covers up to 8,912,500 common shares at $10.00 per share, with a minimum of 6,587,500 shares required to complete the transaction.

The structure prioritizes a subscription offering to eligible depositors and employee benefit plans, then a community offering with preferences for local residents and existing stockholders. This approach is typical for mutual-to-stock conversions and spreads ownership among core constituencies rather than a single institutional buyer group.

Completion depends on final regulatory approvals, stockholder and depositor approvals, and customary closing conditions, so timing and final size will hinge on both demand at $10.00 per share and the approval process. Keefe Bruyette & Woods, Inc. acting as marketing agent suggests a standard, managed distribution process for a regional bank conversion.

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.
Maximum shares offered 8,912,500 shares Public stock offering tied to second-step conversion
Share price $10.00 per share Offering purchase price
Minimum shares required 6,587,500 shares Minimum sale needed to complete conversion
Offering start date May 26, 2026 Commencement of stock offering
Stock Information Center phone (877) 643-8198 Investor inquiries on conversion and offering
second-step conversion financial
"in connection with the proposed “second-step” conversion of Rhinebeck Bancorp, MHC"
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 financial
"conversion of Rhinebeck Bancorp, MHC from the mutual holding company to the stock holding company form"
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.
subscription offering financial
"The shares are being offered for sale in a subscription offering to eligible depositors"
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
"may be offered for sale to the general public in a 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.
registration statement on Form S-1 regulatory
"has filed with the SEC a registration statement on Form S-1 that includes a proxy statement and a prospectus"
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.
Understanding 8-K Material Events →
0001751783false00017517832026-05-262026-05-26

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): May 26, 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 May 26, 2026, Rhinebeck Bancorp, Inc., the holding company for Rhinebeck Bank, announced the commencement of a public offering of up to 8,912,500 shares of its common stock at a purchase price of $10.00 per share in connection with the proposed conversion of Rhinebeck Bancorp, MHC from the mutual holding company structure to the fully stock holding company form of organization.

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For more information about the stock offering, see the press release, dated May 26, 2026, which is filed as Exhibit 99.1 hereto and 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 May 26, 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: May 26, 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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CONTACT:Matthew Smith
President & CEO
(845) 454-8555
msmith@rhinebeckbank.com

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Rhinebeck Bancorp, Inc. Announces Commencement of Stock Offering

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Poughkeepsie, New York (May 26, 2026) — Rhinebeck Bancorp, Inc. (“Rhinebeck Bancorp”) (NASDAQ: RBKB), the holding company for Rhinebeck Bank (the “Bank”), announced that Rhinebeck Bancorp has commenced its stock offering in connection with the proposed “second-step” conversion of Rhinebeck Bancorp, MHC from the mutual holding company to the stock holding company form of organization.  

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Rhinebeck Bancorp is offering for sale up to 8,912,500 shares of its common stock at a purchase price of $10.00 per share. The shares are being offered for sale in a subscription offering to eligible depositors of the Bank and to the Bank’s tax-qualified employee benefit plans. Any shares of common stock not subscribed for in the subscription offering may be offered for sale to the general public in a community offering, with a preference given first to natural persons (including trusts of natural persons) residing in Albany, Dutchess, Orange and Ulster Counties in New York, second to existing stockholders of Rhinebeck Bancorp as of the close of business on April 30, 2026, and then to the general public.

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Rhinebeck Bancorp must sell at least 6,587,500 shares of its common stock in the offering to complete the conversion. Completion of the conversion and offering is also subject to the receipt of final regulatory approvals, the approvals of Rhinebeck Bancorp stockholders and Rhinebeck Bank depositors, and the satisfaction of other customary closing conditions.

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Keefe Bruyette & Woods, Inc. is acting as marketing agent for Rhinebeck Bancorp in connection with the offering. All questions concerning the conversion and the offering or requests for offering materials should be directed to the Stock Information Center at (877) 643-8198 (toll-free). The Stock Information Center will be open Monday through Friday between 10:00 a.m. and 4:00 p.m., Eastern time, beginning on May 26, 2026. The Stock Information Center will be closed on bank holidays.

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This press release is neither an offer to sell nor a solicitation of an offer to buy any securities of Rhinebeck Bancorp. Offers are made only by means of Rhinebeck Bancorp’s prospectus when accompanied by a stock order form. The shares of common stock of Rhinebeck Bancorp are not savings accounts or savings deposits, may lose value and are not insured by the Federal Deposit Insurance Corporation or any other government agency.

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About Rhinebeck Bancorp, Inc.

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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 12 full-service banking offices and two representative offices located in New York’s Albany, Dutchess, Orange and Ulster Counties.

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Forward-Looking Statements

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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 Rhinebeck Bancorp 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 obtain the requisite approvals of Rhinebeck Bancorp’s stockholders, the Bank’s depositors and applicable regulatory agencies for the proposed conversion and related offering, or delays in obtaining such approvals; that customary closing conditions may not be satisfied in a timely manner, if at all; and other risks described in filings Rhinebeck Bancorp will make with the Securities and Exchange Commission (the “SEC”), which are available at the SEC’s website, www.sec.gov.

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Important Additional Information and Where to Find It

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Rhinebeck Bancorp has filed with the SEC a registration statement on Form S-1 that includes a proxy statement and a prospectus of Rhinebeck Bancorp, as well as other relevant documents concerning the proposed transaction. STOCKHOLDERS OF RHINEBECK BANCORP ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS, AND THE PROSPECTUS CAREFULLY, ALONG WITH ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC AND 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 by written request to Rhinebeck Bancorp, Inc., 2 Jefferson Plaza, Poughkeepsie, New York 12601, Attention: Corporate Secretary. Our telephone number at this address is (845) 454-8555.

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Participants in the Solicitation

 

Rhinebeck Bancorp and certain of its respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies from the stockholders of Rhinebeck Bancorp in connection with the proposed transaction. Information about the interests of the directors and executive officers of Rhinebeck Bancorp and other persons who may be deemed to be participants in the solicitation of stockholders of Rhinebeck Bancorp in connection with the proposed transaction and a description of their direct and indirect interests, by security holdings or otherwise, is included in the proxy statement/prospectus related to the proposed transaction.

Source: View Original Filing on SEC EDGAR

FAQ

What stock offering did Rhinebeck Bancorp (RBKB) announce on May 26, 2026?

Rhinebeck Bancorp announced a public stock offering of up to 8,912,500 common shares at $10.00 per share. The transaction is tied to a proposed second-step conversion of its mutual holding company into a fully stock-owned holding company structure.

What is the minimum number of shares Rhinebeck Bancorp (RBKB) must sell in the offering?

To complete the conversion, Rhinebeck Bancorp must sell at least 6,587,500 shares of common stock. This minimum sale level is a condition for the transaction, in addition to obtaining required approvals and meeting other customary closing conditions.

Who can participate in the Rhinebeck Bancorp (RBKB) subscription and community offerings?

Shares are first offered in a subscription offering to eligible depositors of Rhinebeck Bank and its tax-qualified employee benefit plans. Any unsubscribed shares may then be sold in a community offering, with preferences for local residents and existing Rhinebeck Bancorp stockholders.

What approvals are required for Rhinebeck Bancorp’s (RBKB) second-step conversion and offering?

Completion of the conversion and offering requires final regulatory approvals, approvals from Rhinebeck Bancorp stockholders and Rhinebeck Bank depositors, and satisfaction of other customary closing conditions. The transaction can proceed only after these approvals are obtained.

What role does Keefe Bruyette & Woods play in the Rhinebeck Bancorp (RBKB) offering?

Keefe Bruyette & Woods, Inc. is acting as the marketing agent for the offering. It assists Rhinebeck Bancorp in marketing and distributing the shares to eligible investors under the subscription and community offering structures described in the announcement.

How can investors get more information on the Rhinebeck Bancorp (RBKB) stock offering?

Interested parties can contact the Stock Information Center at (877) 643-8198 during stated business hours. Detailed information is also contained in Rhinebeck Bancorp’s Form S-1 registration statement, proxy statement/prospectus, and related documents filed with the SEC.

Filing Exhibits & Attachments

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Press Releases

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