Rhinebeck Bancorp Inc SEC Filings

Nihill Kevin M reported acquisition or exercise transactions in this Form 4 filing.

Rhinebeck Bancorp, Inc. executive Kevin M. Nihill, CFO and Treasurer, received a grant of 9,632 shares of restricted common stock on May 26, 2026 at no cash cost. After this award, he directly holds 25,164 shares. The new restricted stock vests in three equal annual installments starting May 26, 2027, and his total holdings include other restricted shares that begin vesting in thirds from July 9, 2025.

Rhinebeck Bancorp, Inc. director Donald E. Beeler Jr. reported a grant of 1,624 shares of Common Stock at no cost, increasing his direct holdings to 3,211 shares of common stock. The shares are restricted stock that vest in equal installments of 33 1/3% per year starting on May 26, 2027, meaning they become fully his over three years.

He also reports a continuing position in stock options linked to 16,365 shares of Common Stock with an exercise price of $6.57 per share, expiring on August 25, 2030. These stock options are fully vested, so they are currently exercisable under the plan’s terms.

Rhinebeck Bancorp, Inc. director William C. Irwin reported a stock award and his current equity holdings. He received a grant of 1,624 shares of Common Stock as a compensation award, increasing his direct holdings to 29,287 shares. The granted shares are restricted stock that vest in three equal annual installments of 33 1/3% per year starting on May 26, 2027. Irwin also holds fully vested stock options exercisable for 10,910 shares of Common Stock at an exercise price of $6.57 per share, expiring on August 25, 2030.

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.

Rhinebeck Bancorp, Inc. is soliciting stockholder approval for a mutual-to-stock conversion of Rhinebeck Bancorp, MHC and is offering common stock in connection with that conversion.

The offering is priced at $10.00 per share with a minimum of 6,587,500 shares required to complete the offering and an offering range up to 8,912,500 shares. The subscription period is expected to expire on June 18, 2026, and a special meeting to vote on the Plan of Conversion is scheduled for June 29, 2026 (record date: April 30, 2026). Public stockholders will exchange existing shares for new shares under an exchange ratio ranging from 1.0367 to 1.4026, and Rhinebeck Bancorp, MHC will merge into Rhinebeck Bancorp so that 100% of common stock will be publicly held after the conversion.

Rhinebeck Bancorp is offering participation interests enabling the Rhinebeck Bank 401(k) Plan to purchase up to 3,298,199 shares of Rhinebeck Bancorp common stock at $10.00 per share as part of the company’s conversion and minority stock offering. The prospectus supplement explains how 401(k) participants may direct existing account balances into a Stock Purchase Fund during the Plan Purchase Period ending June 11, 2026, subject to purchase priorities, individual limits, oversubscription allocation procedures and certain post-offering fund transfer limits.

The broader prospectus covers the full conversion and public offering (up to 8,912,500 shares total, with a minimum offering of 6,587,500 shares) and related terms, including estimated gross proceeds and offering mechanics; participants should review the accompanying prospectus and risk disclosures before electing to invest.

Rhinebeck Bancorp is offering between 6,587,500 and 8,912,500 shares of common stock at a purchase price of $10.00 per share in connection with the conversion of Rhinebeck Bancorp, MHC from a mutual holding company to a stock holding company.

The offering will be conducted first as a subscription offering to eligible depositors and certain employee benefit plans, followed by a community offering and, if needed, a syndicated community offering. The conversion will exchange existing public shares for new shares at an exchange ratio intended to preserve public ownership percentages; up to 6,725,738 shares may be issued in the exchange. The issuer must sell a minimum of 6,587,500 shares to complete the offering. Net proceeds at the midpoint are estimated at approximately $74.5 million, with at least half to be contributed to Rhinebeck Bank.

Rhinebeck Bancorp, Inc. reported that officer Philip J. Bronzi executed an open-market sale of common stock. He sold 4,162 shares of common stock at $15.915 per share, reducing his directly held common stock to 0 shares after the transaction.

The filing also shows indirect holdings that remain unchanged, including 3,548 shares of common stock held through an ESOP and 10,980 shares held through a 401(k) plan, both reported as indirect ownership.

Rhinebeck Bancorp, Inc. reported the final voting results from its Annual Meeting of Stockholders held on May 19, 2026. Stockholders voted on the election of four directors and two additional proposals.

Director nominees received between 9,080,423 and 9,654,863 votes "For," with between 35,433 and 609,873 votes "Withhold," and 759,877 broker non-votes on each director item. One proposal received 10,412,954 votes "For," 34,549 "Against" and 2,670 abstentions. Another proposal received 9,545,385 votes "For," 134,792 "Against," 10,119 abstentions and 759,877 broker non-votes.