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Get filing alertsRhinebeck Bancorp engages KBW as advisor for stock offering, fees up to 6% of proceeds
Filed May 14, 2026 · Period ending May 14, 2026 · ~1 min read
Key Changes
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high
Company hired Keefe, Bruyette & Woods as financial advisor and marketing agent for its mutual-to-stock conversion offering, with active S-1 registration statement (333-294283) and May 14, 2026 prospectus.
Item 1.01 verify on EDGAR → -
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KBW will receive 1.0%-1.5% success fees on subscription and community offering proceeds, plus up to 6.0% on any syndicated offering—reducing net capital raised by the company.
Item 1.01 verify on EDGAR → -
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Company paid $50,000 upfront management fee to KBW, with additional $45,000 for records agent services (partially paid), potentially increasing $15,000 for regulatory changes or delays.
Item 1.01 verify on EDGAR →
Summary
Rhinebeck Bancorp is proceeding with its mutual holding company conversion to stock form, having formally engaged investment bank Keefe, Bruyette & Woods to market shares to potential investors. The company's S-1 registration statement is active with the SEC, and a prospectus dated May 14, 2026 provides full offering details.
This represents a significant corporate transformation from mutual to public ownership structure. Retail investors should understand that advisory and marketing fees will reduce the net proceeds the company receives from the offering. Success fees ranging from 1% to potentially 6% of gross proceeds mean less capital available for the bank's operations and growth initiatives.
The conversion process typically takes several months from prospectus to completion. Watch for the final offering size and pricing terms in upcoming amendments to the S-1. The subscription offering will likely give existing depositors priority allocation rights before shares are offered to the broader community and public investors.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Rhinebeck Bancorp entered into an Agency Agreement with KBW for marketing services in connection with its stock offering.
Added in current filing · verify on EDGAR →
On May 14, 2026, Rhinebeck Bancorp, MHC (the “MHC”), the parent mutual holding company of Rhinebeck Bancorp, Inc. (the “Company”), the Company, and Rhinebeck Bank, the Company’s wholly owned subsidiary, entered into an Agency Agreement with Keefe, Bruyette & Woods, Inc. (“KBW”), which will assist in the marketing of the Company’s common stock during its stock offering.
The company has engaged KBW as financial advisor and marketing agent for its stock offering. This is a material agreement that establishes the framework for marketing shares to potential investors during the conversion and offering process.
Added in current filing · verify on EDGAR →
For its services as financial advisor and marketing agent, KBW will receive (i) a management fee of $50,000, which has already been paid, and (ii) a success fee equal to 1.0% and 1.5% of the aggregate proceeds of the Company’s subscription offering and any community offering, respectively, which is payable upon the completion of the stock offering. The success fee will be reduced by the management fee. In the event shares of common stock are sold through a group of broker-dealers in a syndicated community offering, the Company will pay KBW a fee not to exceed 6.0% of the aggregate proceeds of the syndicated community offering.
KBW's compensation includes a $50,000 management fee already paid, plus success fees of 1.0% to 1.5% of offering proceeds depending on offering type, with potential syndicated offering fees up to 6.0%. These fees will reduce net proceeds to the company from the stock offering and represent the cost of capital raising.
Added in current filing · verify on EDGAR →
The shares of common stock are being offered pursuant to a Registration Statement on Form S-1, as amended (Registration No. 333-294283), filed by the Company under the Securities Act of 1933, as amended, and a related prospectus dated May 14, 2026.
The company has an active S-1 registration statement for its stock offering with a prospectus dated May 14, 2026. This confirms the offering is proceeding through the formal SEC registration process, providing investors with full disclosure documents.
Event · Item 9.01 — Financial Statements and Exhibits
Rhinebeck Bancorp executed an Agency Agreement with Keefe, Bruyette & Woods, Inc. on May 14, 2026.
Added in current filing · verify on EDGAR →
Agency Agreement dated May 14, 2026, by and among Rhinebeck Bancorp, MHC, Rhinebeck Bancorp, Inc., Rhinebeck Bank and Keefe, Bruyette & Woods, Inc.
The company entered into an Agency Agreement with Keefe, Bruyette & Woods, Inc., a well-known investment banking firm specializing in financial institutions. The agreement involves Rhinebeck Bancorp, MHC (the mutual holding company), Rhinebeck Bancorp, Inc., and Rhinebeck Bank. While the 8-K does not disclose the purpose, such agreements typically relate to capital raising activities, stock offerings, or other corporate finance transactions.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 1, 2026 · How we verify