Rhinebeck Bancorp, Inc. SEC Filings

Rhinebeck Bancorp, Inc. Chief Credit & Risk Officer James T. McCardle III received a grant of 2,500 shares of Common Stock at $10.00 on July 21, 2026, allocated to his 401(k). After this, he holds 16,279 shares via the 401(k), 16,440 shares directly, 5,178 shares via an ESOP, and fully vested options on 39,138 shares at a $4.70 exercise price expiring August 25, 2030. Certain amounts reflect a 1.3978-to-1.00 stock exchange ratio from a mutual‑to‑stock conversion, and some restricted stock vests 33 1/3% annually beginning May 26, 2027.

Rhinebeck Bancorp director Christopher W. Chestney received a grant of 10,000 shares of Common Stock on July 21, 2026 at a reported $10.00 per share. After this award, he directly holds 40,940 common shares, including restricted stock that vests 33 1/3% per year beginning May 26, 2027. He also has fully vested stock options covering 22,875 shares at a $4.70 exercise price expiring August 25, 2030, plus indirect holdings of 1,397 common shares reported as held by his spouse, 1,397 by his son, and 1,397 by his daughter.

Rhinebeck Bancorp, Inc. reports that Chief Operating Officer Jamie J. Bloom received a grant of 1000.0000 shares of Common Stock at $10.0000 per share into a 401(k), increasing that indirect holding to 2970.0000 shares. Bloom now holds 14707.0000 direct shares, indirect ESOP holdings of 5589.0000 shares, and fully vested stock options on 39138.0000 underlying shares at a $4.7000 exercise price, which reflects a 1.3978-to-1.00 exchange ratio from the mutual-to-stock conversion. Restricted stock is scheduled to vest 33 1/3% per year starting May 26, 2027.

Rhinebeck Bancorp, Inc. director Donald E. Beeler Jr. reported his equity positions. He directly holds 4,488 common shares, including restricted stock vesting 33 1/3% annually beginning May 26, 2027. He also holds fully vested stock options covering 22,875 shares at a $4.70 exercise price, expiring August 25, 2030, all adjusted for a 1.3978-to-1.00 exchange ratio from the company’s mutual to stock conversion.

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.

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.

Rhinebeck Bancorp, Inc. officer Kevin M. Nihill, CFO and Treasurer, reported a Form 4 transaction involving Common Stock. On July 9, 2026, he had a tax-withholding disposition of 1,468 shares at $17.08 per share, characterized as payment of tax liability by delivering securities rather than an open-market sale. Following this event, he directly holds 23,696 shares, which include restricted stock that vests in equal annual installments of 33 1/3% beginning on July 9, 2025 and May 26, 2027.

Rhinebeck Bancorp, Inc. reported that its stockholders and the depositors of Rhinebeck Bank approved the Amended and Restated Plan of Conversion and Reorganization. This plan will convert Rhinebeck Bancorp, MHC from a mutual holding company structure to a fully public stock holding company structure.

The closing of the conversion and related stock offering still depends on final regulatory approvals, the sale of at least 6,587,500 shares of common stock, and customary closing conditions. The subscription stock offering expired on June 18, 2026, and the Company is processing orders and will provide allocation details when available.

Rhinebeck Bancorp, Inc. director Steven E. Howell reported a compensation-related stock award rather than an open-market trade. He received 1,624 shares of common stock at no cost, increasing his directly held common stock to 6,624 shares. These shares are restricted and will vest in three equal annual installments beginning on May 26, 2027. Howell also reports indirect ownership of 5,000 common shares through a 401(k) plan and holds fully vested stock options covering 16,365 shares of common stock at an exercise price of $6.57 per share, expiring in 2030.