Rhinebeck Bancorp details conversion share exchange

Q: What did Rhinebeck Bancorp (RBKB) announce about its subscription offering?

Rhinebeck Bancorp announced that its subscription offering, tied to a mutual-to-stock conversion, was oversubscribed in the first tier. Valid orders exceeded the maximum of the offering range, so only top-priority eligible depositors will receive shares.

Q: How will the RBKB mutual-to-stock conversion affect existing shareholders?

Existing RBKB shareholders are expected to receive 1.3978 new shares for each current share, while maintaining approximately the same ownership percentage. Cash will be paid in lieu of fractional shares at $10.00 per share after the conversion and offering close.

Q: Who was eligible for priority in Rhinebeck Bancorp’s (RBKB) oversubscribed offering?

The first tier of the offering was made to eligible depositors of Rhinebeck Bank as of December 31, 2024. Because the offering was oversubscribed at this level, no other priority group will have its subscription orders filled.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Rhinebeck Bancorp, Inc., holding company for Rhinebeck Bank, reports that the subscription offering conducted as part of the mutual-to-stock conversion of Rhinebeck Bancorp, MHC was oversubscribed in the first tier by eligible depositors as of December 31, 2024. Valid subscription orders exceeded the maximum of the offering range, so allocations will follow the priorities and procedures described in the May 14, 2026 prospectus, and no other priority group will receive shares.

The Bank’s employee stock ownership plan did not receive shares in the offering and is expected to purchase up to 4% of the shares sold in the offering in the open market after completion. Concurrently with completion, existing public shares will be exchanged so that shareholders own approximately the same percentage of the new company as before, receiving 1.3978 new shares for each existing share, with cash paid in lieu of fractional shares at $10.00 per share. After the offering and exchange, 15,638,237 shares of Rhinebeck Bancorp, Inc. common stock are expected to be outstanding, subject to fractional-share adjustments.

The conversion and offering remain subject to customary closing conditions. The company expects to close on July 21, 2026. Current RBKB shares are expected to trade on the Nasdaq Capital Market through that date, with the newly issued and exchanged shares anticipated to begin trading under the same symbol on July 22, 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

Subscription offering expiration: June 18, 2026 Eligibility record date: December 31, 2024 ESOP open-market purchase limit: Up to 4% of shares sold +5 more

8 metrics

Subscription offering expiration June 18, 2026 Date the subscription offering closed

Eligibility record date December 31, 2024 Depositor date for first-tier offering eligibility

ESOP open-market purchase limit Up to 4% of shares sold Planned ESOP purchases after completion of offering

Share exchange ratio 1.3978 new shares per existing share Exchange for existing Rhinebeck Bancorp, Inc. common stock

Cash in lieu rate $10.00 per share Rate paid for fractional shares after exchange

Post-transaction shares outstanding 15,638,237 shares Common shares expected outstanding after offering and exchange

Expected closing date July 21, 2026 Anticipated closing of conversion and offering

New trading start date July 22, 2026 Date newly issued and exchanged shares expected to begin trading

Key Terms

subscription offering, mutual-to-stock conversion, employee stock ownership plan, prospectus supplement

4 terms

subscription offering financial

"announced the results of the subscription offering conducted in connection"

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.

mutual-to-stock conversion financial

"conducted in connection with the mutual-to-stock conversion of Rhinebeck Bancorp, MHC"

A mutual-to-stock conversion is when a company owned by its customers or members (often an insurance mutual or cooperative) changes into a stock company that issues shares to outside investors. For investors, that change creates tradable equity and a chance to buy ownership, and it can alter governance, capital access and risk profile much like a neighborhood co‑op turning into a regular business that can sell shares to raise money.

employee stock ownership plan financial

"The Bank’s employee stock ownership plan was unable to purchase shares"

An employee stock ownership plan (ESOP) is a company-run program that gives workers ownership stakes by allocating or letting them buy company shares, often through a retirement-style account. For investors, ESOPs matter because they align employees’ incentives with company performance—like turning staff into shareholders—which can boost productivity and long-term value but may also concentrate employee retirement savings in company stock, affecting financial risk and share demand.

prospectus supplement regulatory

"The offer is made only by the prospectus, as supplemented by the prospectus supplement"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

FAQ

What did Rhinebeck Bancorp (RBKB) announce about its subscription offering?

Rhinebeck Bancorp announced that its subscription offering, tied to a mutual-to-stock conversion, was oversubscribed in the first tier. Valid orders exceeded the maximum of the offering range, so only top-priority eligible depositors will receive shares.

How will the RBKB mutual-to-stock conversion affect existing shareholders?

Existing RBKB shareholders are expected to receive 1.3978 new shares for each current share, while maintaining approximately the same ownership percentage. Cash will be paid in lieu of fractional shares at $10.00 per share after the conversion and offering close.

How many Rhinebeck Bancorp (RBKB) shares will be outstanding after the transaction?

After the offering and share exchange, Rhinebeck Bancorp expects to have 15,638,237 shares of common stock outstanding. This figure is stated on a post-transaction basis and is subject to adjustment for fractional-share cash payments.

When is the RBKB conversion and offering expected to close and start trading?

Rhinebeck Bancorp anticipates closing the conversion and offering on July 21, 2026. Newly issued and exchanged shares are expected to begin trading on the Nasdaq Capital Market under RBKB on July 22, 2026.

What role will the RBKB employee stock ownership plan play after the offering?

The employee stock ownership plan did not purchase shares in the offering and is expected to buy up to 4% of the shares sold in the offering on the open market after the conversion and offering are completed, as previously disclosed in the prospectus.

Who was eligible for priority in Rhinebeck Bancorp’s (RBKB) oversubscribed offering?

The first tier of the offering was made to eligible depositors of Rhinebeck Bank as of December 31, 2024. Because the offering was oversubscribed at this level, no other priority group will have its subscription orders filled.

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Available on EDGAR 07/17/2026 - 02:13 PM Accepted by SEC EDGAR 07/17/2026 - 02:13 PM

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): July 17, 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):

☐ 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. ☐

Item 8.01Other Events

On July 17, 2026, Rhinebeck Bancorp, Inc. (the “Company”), the holding company of Rhinebeck Bank, issued a press release to announce the results of the subscription offering conducted in connection with the mutual-to-stock conversion of Rhinebeck Bancorp, MHC, the mutual holding company of Rhinebeck Bank. The Company also announced the expected closing date of the conversion and stock offering. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

(d)

Exhibits

Exhibit NumberExhibit

99.1 Press release dated July 17, 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: July 17, 2026	By: /s/ Matthew J. Smith
	Matthew J. Smith
	President and Chief Executive Officer

PRESS RELEASE

Contact:

Matthew J. Smith

President and Chief Executive Officer

Rhinebeck Bancorp, Inc.

(845) 454-8555

Rhinebeck Bancorp, Inc. Announces Subscription Offering Results

and Expected Closing Date

Poughkeepsie, New York (July 17, 2026) – Rhinebeck Bancorp, Inc. (Nasdaq Capital Market: RBKB) (the “Company”), the holding company for Rhinebeck Bank (the “Bank”), announced the results of the subscription offering conducted in connection with the mutual-to-stock conversion of Rhinebeck Bancorp, MHC, the mutual holding company of the Bank.

The subscription offering, which expired on June 18, 2026, was oversubscribed in the first tier by eligible depositors of the Bank as of the close of business on December 31, 2024. Valid subscription orders for more than the maximum of the offering range were received. As a result of the oversubscription, the subscription orders are subject to the priorities and allocation procedures disclosed in the Company’s prospectus dated May 14, 2026. No other priority group will have their orders filled.

Eligible subscribers may confirm their subscription and allocations online at https://allocations.kbw.com. Also, the Stock Information Center will be able to confirm allocation information at (877) 643-8198. The Stock Information Center is open Monday through Friday between 10:00 am and 4:00 pm Eastern time. The Bank’s employee stock ownership plan was unable to purchase shares in the offering and, as disclosed in the prospectus, it is expected to purchase an amount equal to up to 4% of the shares that were sold in the offering in the open market following the completion of the conversion and offering.

Concurrent with the completion of the offering, shares of existing Rhinebeck Bancorp, Inc. common stock owned by the public will be exchanged for shares of the new Rhinebeck Bancorp, Inc. common stock so that Rhinebeck Bancorp, Inc’s existing shareholders will own approximately the same percentage of the new Rhinebeck Bancorp, Inc. common stock as they owned of Rhinebeck Bancorp, Inc’s common stock immediately prior to the conversion, subject to adjustment as disclosed in the prospectus. As a result, existing shareholders of Rhinebeck Bancorp, Inc. will receive 1.3978 shares of the new Rhinebeck Bancorp, Inc. common stock for each share of the existing Rhinebeck Bancorp, Inc. common stock they owned immediately prior to completion of the transaction. Cash in lieu of fractional shares will be paid at a rate of $10.00 per share. As a result of the offering and the exchange of shares, Rhinebeck Bancorp, Inc. will have 15,638,237 shares outstanding after giving effect to the transaction, subject to adjustment for fractional shares.

The conversion and offering remain subject to customary closing conditions. Subject to satisfaction of those conditions, the Company anticipates closing the transaction on Tuesday, July 21, 2026. Shares of Company common stock will continue to trade on the Nasdaq Capital Market under the trading symbol “RBKB” through the closing of the market on the closing date of the conversion (Tuesday, July 21, 2026). It is anticipated that the newly issued and exchanged shares of Company common stock will begin to trade on the Nasdaq Capital Market under the same symbol “RBKB” beginning on Wednesday, July 22, 2026.

Luse Gorman, PC is acting as legal counsel to the Company, Rhinebeck Bancorp, MHC and the Bank. Keefe, Bruyette & Woods, Inc., a Stifel Company, is acting as marketing agent for the Company in the subscription offering, and Vedder Price P.C. is acting 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. The 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 the failure to satisfy customary closing conditions in a timely manner, if at all, delays in trading of newly issued common stock following completion of the conversion and offering, and other risks 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.

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: the failure to obtain the requisite approvals of 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 the Company has made with the Securities and Exchange Commission (the “SEC”), which are available at the SEC’s website, www.sec.gov.

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, as supplemented by the prospectus supplement, and when accompanied by a stock order form. The shares of common stock being offered for sale by Rhinebeck Bancorp, Inc. are not savings accounts or deposit accounts and are not insured by the Federal Deposit Insurance Corporation or by any other governmental agency.

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Press Releases

EX-99.1 EX-99.1 15.2 KB