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NASDAQ: RBKB Rhinebeck Bancorp, Inc. 8-K

Rhinebeck Bancorp mutual-to-stock conversion oversubscribed; closing July 21, 2026

Filed July 17, 2026 · Period ending July 17, 2026 · ~1 min read

4 key changes 3 high relevance 2 sections

Key Changes

  • high

    Subscription offering oversubscribed by eligible depositors, with orders exceeding the maximum offering range; only first-tier depositors will receive allocations per prospectus procedures.

    Item 8.01 — Other Events verify on EDGAR →
  • high

    Existing shareholders will receive 1.3978 new shares for each old share held, with fractional shares paid in cash at $10.00 per share; 15,638,237 shares will be outstanding post-conversion.

    Item 8.01 — Other Events verify on EDGAR →
  • high

    Conversion expected to close July 21, 2026; newly issued and exchanged shares will begin trading on Nasdaq under ticker RBKB on July 22, 2026.

    Item 8.01 — Other Events verify on EDGAR →
  • medium

    ESOP will purchase up to 4% of shares sold in the offering through open market purchases after closing, potentially providing post-conversion price support.

    Item 8.01 — Other Events verify on EDGAR →

Summary

Rhinebeck Bancorp disclosed that its mutual-to-stock conversion subscription offering was oversubscribed, with eligible depositors submitting orders exceeding the maximum offering range. Only first-tier eligible depositors will receive allocations according to the prospectus procedures; no other priority groups will participate. The strong demand signals investor interest in the conversion.

Existing shareholders will receive 1.3978 new shares for each old share they hold, with fractional shares paid in cash at $10.00 per share. After the conversion and offering, the company will have 15,638,237 shares outstanding. The conversion is expected to close on July 21, 2026, with the newly issued and exchanged shares beginning to trade on Nasdaq under the same RBKB ticker on July 22, 2026.

The ESOP's planned open market purchases of up to 4% of the shares sold could provide modest post-closing price support. For existing shareholders, the conversion represents a standard mutual-to-stock restructuring with a defined exchange ratio that maintains their proportional ownership in the converted entity.

Section-by-Section Diff

Event · Item 8.01 — Other Events

~100 words

Rhinebeck Bancorp announced subscription offering results for its mutual-to-stock conversion and expected closing date.

1 Added
Added Mutual-to-stock conversion subscription offering results high

Added in current filing · verify on EDGAR →

On July 17, 2026, Rhinebeck Bancorp, Inc. (the “Company”), the holding company of Rhinebeck Bank, issued a press release to announce the results of the subscription offering conducted in connection with the mutual-to-stock conversion of Rhinebeck Bancorp, MHC, the mutual holding company of Rhinebeck Bank. The Company also announced the expected closing date of the conversion and stock offering.

The Company disclosed results of its subscription offering related to the conversion of Rhinebeck Bancorp, MHC from mutual holding company structure to stock form. The filing also announced an expected closing date for the conversion and stock offering. The press release containing specific details is referenced as Exhibit 99.1 but the actual subscription results, pricing, share counts, and closing date are not disclosed in the 8-K body itself.

Event · Exhibit 99.1

Rhinebeck Bancorp announces oversubscribed mutual-to-stock conversion offering results; closing expected July 21, 2026.

1 Added
Added ESOP open market purchase plan medium

Added in current filing · view on EDGAR →

The Bank’s employee stock ownership plan was unable to purchase shares in the offering and, as disclosed in the prospectus, it is expected to purchase an amount equal to up to 4% of the shares that were sold in the offering in the open market following the completion of the conversion and offering.

The employee stock ownership plan (ESOP) did not participate in the subscription offering but is expected to purchase up to 4% of the shares sold in the offering through open market purchases after the conversion closes. This post-closing ESOP buying activity could provide support for the stock price.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 20, 2026 · How we verify