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Get filing alertsRhinebeck Bancorp stockholders approve mutual-to-stock conversion with 99.9% support
Filed June 29, 2026 · Period ending June 29, 2026 · ~1 min read
Key Changes
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Stockholders and depositors approved conversion from mutual holding company to fully public stock structure, with 99.9% support (10.1M for, 7,369 against). Minority stockholders excluding the MHC voted 99.8% in favor (3.8M for, 7,369 against).
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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Conversion closing requires final regulatory approvals and sale of at least 6.6M shares. Final share count will be determined by independent appraisal and regulatory approvals.
Exhibit 99.1 view on EDGAR → -
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Subscription offering expired June 18, 2026. Based on preliminary results, company will not hold a community offering phase, suggesting sufficient subscription demand.
Exhibit 99.1 view on EDGAR →
Summary
Rhinebeck Bancorp's stockholders and depositors overwhelmingly approved the company's conversion from a mutual holding company structure to a fully public stock holding company on June 29, 2026.
The conversion plan received 99.9% support when including the mutual holding company's votes (10.1M for, 7,369 against) and 99.8% support from minority stockholders alone (3.8M for, 7,369 against), demonstrating broad consensus across all shareholder groups. The conversion will eliminate the mutual holding company layer, making Rhinebeck Bancorp entirely publicly owned.
The subscription offering period ended June 18, and the company will not proceed with a community offering phase, indicating sufficient demand was received. However, the transaction cannot close until the company receives final regulatory approvals and sells at least 6.6 million shares. The final share count will be determined by an independent appraisal and regulatory approvals, with allocation information to be provided once processing of subscription orders is complete. This is a significant corporate restructuring that will change the company's ownership structure and capital base.
Section-by-Section Diff
Event · Exhibit 99.1
Added in current filing · view on EDGAR →
at special meetings held on June 29, 2026, the stockholders of the Company and the depositors of the Bank approved the Amended and Restated Plan of Conversion and Reorganization, whereby Rhinebeck Bancorp, MHC, the mutual holding company for the Company and the Bank, will convert from the mutual holding company structure to the fully public stock holding company structure.
Rhinebeck Bancorp's stockholders and depositors voted to approve the company's conversion from a mutual holding company structure to a fully public stock holding company. This structural change will eliminate the mutual holding company layer and make the company entirely publicly owned.
Added in current filing · view on EDGAR →
The number of shares to be sold in connection with the conversion and stock offering will be based on a final independent appraisal and receipt of final regulatory approvals. The Company is currently processing orders received in the subscription offering and will provide allocation information as soon as it is available.
The final number of shares to be issued is not yet determined and will depend on a final independent appraisal and regulatory approvals. The company is processing subscription orders and will announce allocations once finalized.
Event · Item 8.01 — Other Events
Depositors approved the Amended and Restated Plan of Conversion and Reorganization on June 29, 2026.
Added in current filing · verify on EDGAR →
On June 29, 2026, the depositors of Rhinebeck Bank approved the Amended and Restated Plan of Conversion and Reorganization.
Rhinebeck Bank's depositors voted to approve the Amended and Restated Plan of Conversion and Reorganization. This approval is a key milestone in the company's conversion process, which typically involves converting from mutual to stock ownership structure. The company also announced receipt of stockholder approvals alongside depositor approval.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Item 5.07 — Submission of Matters to a Vote of Security Holders filed; see Key Changes for terms.
Show 1 minor / wording change
Added in current filing · verify on EDGAR → · paraphrased
The approval of the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient proxies at the time of the Special Meeting to approve the Amended and Restated Plan of Conversion and Reorganization: For 10,091,712 | Against 24,113 | Abstain 431 | Broker Non-Votes -
Stockholders also approved authority to adjourn the meeting if needed to solicit additional proxies, though this proved unnecessary given the strong approval of the conversion plan. The adjournment proposal received 10,091,712 votes for versus 24,113 against (99.8% approval).
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 30, 2026 · How we verify