Rhinebeck Bancorp Inc SEC Filings

Rhinebeck Bancorp, Inc. is calling a 2026 annual stockholder meeting on May 19, 2026 at 9:00 a.m. Eastern, held both at its Poughkeepsie, New York headquarters and via webcast. Stockholders will vote on electing four directors, ratifying Wolf & Company, P.C. as auditor for 2026, and approving an advisory say-on-pay resolution on executive compensation.

As of March 27, 2026, 11,152,973 common shares were outstanding, with 6,345,975 shares (56.9%) held by Rhinebeck Bancorp, MHC and 4,806,998 by public stockholders, giving the mutual holding company effective voting control. The proxy also describes corporate governance practices, director and executive pay, incentive plans and change-in-control protections.

Rhinebeck Bancorp, Inc. is offering up to 8,912,500 shares of common stock at $10.00 per share in connection with converting from a mutual holding company to a fully public stock holding company structure. The minimum offering size is 6,587,500 shares, with a midpoint of 7,750,000 shares.

Employees participating in the Rhinebeck Bank 401(k) Plan may direct up to 3,298,199 shares to be purchased through a new Rhinebeck Bancorp, Inc. Stock Fund, based on plan assets of about $32.98 million as of December 31, 2025. Plan participants can shift existing balances into a temporary money market “Stock Purchase Fund” during the offering and will then hold participation interests equivalent to Rhinebeck Bancorp shares.

The 401(k) materials explain purchase priorities, oversubscription handling, contribution and vesting rules, investment options and performance history, as well as ERISA protections and the importance of diversifying retirement savings, particularly when investing in employer stock.

Rhinebeck Bancorp, Inc. is a Maryland-based holding company for Rhinebeck Bank, with consolidated assets of $1.30 billion, deposits of $1.10 billion and stockholders’ equity of $136.9 million as of December 31, 2025. Loans are the core business, with $958.2 million in gross loans (73.2% of total assets), led by commercial real estate, commercial business and indirect automobile lending in New York’s Hudson Valley.

Rhinebeck Bancorp, MHC currently owns 57.0% of the company’s common stock and on February 10, 2026 adopted a Plan of Conversion and Reorganization for a “second-step conversion” to a fully public stock holding company, subject to regulatory, depositor and stockholder approvals. Asset quality metrics are solid, with non‑performing loans of $3.7 million, or 0.39% of total loans, and an allowance for credit losses of $8.35 million, covering 225.76% of non‑performing loans.

Rhinebeck Bancorp, Inc. announced that Rhinebeck Bancorp, MHC has adopted a Plan of Conversion and Reorganization to complete a “second-step” conversion to a fully public stock holding company structure. The mutual holding company, which currently owns approximately 57% of the Company’s common stock, will cease to exist after the transaction.

Under the Plan, the Company will offer and sell new shares of common stock representing the MHC’s ownership interest through a subscription offering and, if needed, additional public offering methods. Existing public shareholders will have their current shares exchanged for new shares based on an exchange ratio designed to preserve their percentage ownership, adjusted for certain MHC assets.

Eligibility for first priority non-transferable subscription rights is based on deposit accounts at Rhinebeck Bank as of December 31, 2024. The number and price of shares and the exchange ratio will be set using an independent appraisal of the Company’s pro forma market value on a fully converted basis. The Plan requires regulatory approvals, as well as approvals from Rhinebeck Bank depositors and the Company’s stockholders, including a majority of the shares held by investors other than the MHC.

Rhinebeck Bancorp, Inc. announced that the board of its parent mutual holding company, Rhinebeck Bancorp, MHC, has adopted a Plan of Conversion and Reorganization to undertake a “second-step” conversion to a fully public stock holding company structure.

The MHC, which currently owns approximately 57% of the Company’s outstanding common stock, will merge into the Company and cease to exist. Shares held by investors other than the MHC will be exchanged for new Company shares under an exchange ratio intended to preserve their overall ownership percentage, excluding any new shares they buy in the offering and cash in lieu of fractional shares.

The Company plans to sell shares representing the MHC’s ownership interest through a subscription offering, with first priority non-transferable subscription rights for eligible depositors of Rhinebeck Bank as of December 31, 2024, followed by potential community, syndicated community, or underwritten offerings. The total shares and pricing will be based on an independent appraisal of the Company’s pro forma market value. The transaction is subject to regulatory approvals and approvals from the Bank’s depositors and the Company’s stockholders, including a separate vote of minority stockholders, and is expected to be completed in the third quarter of 2026.

Rhinebeck Bancorp, Inc. filed a current report to furnish a press release announcing its 2025 fourth quarter and full-year financial results. The company issued the release on January 29, 2026, and attached it as Exhibit 99.1.

The financial information in the press release is being furnished rather than filed under the Exchange Act, which limits its use for certain legal purposes. No specific revenue, earnings, or balance sheet figures are included in this report itself.

Rhinebeck Bancorp, Inc. has filed a Form S-8 to register shares of its common stock for issuance under the Rhinebeck Bancorp, Inc. 2025 Equity Incentive Plan. This plan is designed to grant equity-based awards such as restricted stock and stock options to directors, officers, employees, and other service providers, aligning their interests with those of shareholders through ownership of company stock.

The filing incorporates by reference the company’s latest Annual Report on Form 10-K for the year ended December 31, 2024, its 2025 Quarterly Reports on Form 10-Q, and several Current Reports on Form 8-K, so those documents supply the detailed financial and business information. The S-8 also outlines broad indemnification and liability limitation provisions for directors and officers under Maryland law and confirms that standard SEC limits on indemnification for Securities Act liabilities will apply.

Rhinebeck Bancorp (RBKB) reported a profitable Q3 2025. Net income was $2.7 million (basic EPS $0.25), compared with a loss a year ago, as net interest income rose and funding costs eased.

Net interest income increased to $12.0 million from $9.7 million, with interest expense down to $5.7 million from $6.3 million. Provision for credit losses was $0.9 million. Non-interest income was $1.9 million, versus a prior-year loss driven by a one-time $12.0 million securities sale loss in 2024. Non-interest expense was $9.7 million.

On the balance sheet, total assets were $1.316 billion. Deposits reached $1.116 billion (non-interest bearing $252.7 million). Loans, net, were $977.6 million. Cash and equivalents rose to $103.5 million, while FHLB advances declined to $26.6 million. Stockholders’ equity improved to $133.0 million as accumulated other comprehensive loss narrowed.

Rhinebeck Bancorp (RBKB) reported an insider transaction by its CFO and Treasurer. On 11/06/2025, the officer purchased 1,000 shares of common stock at $9.67 per share. Following this trade, the officer beneficially owns 15,532 shares, held directly.

The reported total includes restricted stock that vests at a rate of 33 1/3% per year commencing on July 9, 2025.