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Rhinebeck Bancorp, Inc. filings document the public-company disclosures of a Maryland bank holding company for Rhinebeck Bank and its common stock listed on Nasdaq under RBKB. Form 8-K reports provide operating and financial results, including net interest income, expenses, credit-loss provisions and other bank performance measures.
Proxy materials cover annual meeting voting matters, board composition, governance and executive compensation. Registration statements and amendments address securities offering disclosures, the Rhinebeck Bank 401(k) Plan, capital structure and related risk factors for the company, Rhinebeck Bancorp, MHC and the bank.
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.
Rhinebeck Bancorp, Inc. has entered into an Agency Agreement with Keefe, Bruyette & Woods, Inc. to assist in marketing its common stock in an ongoing conversion and stock offering.
KBW receives a $50,000 management fee, already paid, and success fees equal to 1.0% of subscription offering proceeds and 1.5% of any community offering proceeds, payable at completion and reduced by the management fee. If a syndicated community offering is used, KBW may earn up to 6.0% of those proceeds. As records agent, KBW is paid $45,000 (including $20,000 already paid), with potential increases of up to $15,000 for regulatory or plan changes or processing delays. The shares are being offered under a Form S-1 registration statement and related prospectus dated May 14, 2026.
Rhinebeck Bancorp, Inc. reported Q1 2026 net income of $2.2M, slightly below $2.3M a year earlier, with diluted earnings per share of $0.20 versus $0.21. Net interest income edged up to $11.2M, while provision for credit losses on loans fell to $82K from $377K, indicating relatively stable credit costs.
Total assets were $1.28B as of March 31, 2026, compared with $1.30B at year-end 2025, as net loans declined and cash and cash equivalents increased. Deposits totaled $1.10B, modestly higher than $1.10B at December 31, 2025, and stockholders’ equity rose to $138.6M.
Total comprehensive income declined to $1.8M from $4.1M in Q1 2025, mainly because unrealized gains on available-for-sale securities turned into a modest unrealized loss. Regulatory capital ratios remained strong, and the bank continued to be categorized as well capitalized.
Rhinebeck Bancorp, Inc. is registering participation interests in up to 3,298,199 shares of common stock for purchase through the Rhinebeck Bank 401(k) Plan at $10.00 per share. This is part of a broader mutual-to-stock conversion in which the holding company is offering between 6,587,500 and 8,912,500 shares of common stock to eligible depositors, employee benefit plans and the community.
401(k) participants may redirect existing plan balances into a temporary Stock Purchase Fund during a dedicated election window that closes at 2:00 p.m. Eastern time on June 11, 2026, subject to minimum (25 shares) and maximum purchase limits. Purchased shares will be held in a new Rhinebeck Bancorp, Inc. Stock Fund inside the plan, alongside converted shares from the existing employer stock fund, and will fluctuate with the market price. The filing details purchase priorities, oversubscription handling, diversification warnings and ERISA considerations for investing retirement assets in employer stock.
Vitale Michael reported acquisition or exercise transactions in this Form 4 filing.
Rhinebeck Bancorp, Inc. reported that Executive Vice President and Head of Commercial Banking Michael Vitale received a grant of 9,000 shares of common stock as a stock award. These shares are restricted stock and will vest in stages rather than all at once.
The restricted stock vests at a rate of 33 1/3% per year, beginning on April 21, 2027. After this grant, Vitale holds 9,000 common shares directly, reflecting a routine compensation-related equity award rather than an open-market purchase or sale.
Rhinebeck Bancorp, Inc. senior vice president and chief accounting officer Phillip Lekanides exercised stock options to acquire 500 shares of common stock at $6.57 per share. After the exercise, he holds 2,305 shares directly, along with 1,852 shares through an ESOP and 3,733 shares through a 401(k) plan. The stock options are fully vested, and 1,500 options remain outstanding following this transaction.