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NASDAQ: RBKB Rhinebeck Bancorp, Inc. 8-K

Rhinebeck Bancorp completes second-step conversion, raises at $10/share

Filed July 21, 2026 · Period ending July 21, 2026 · ~1 min read

3 key changes 2 high relevance 2 sections

Key Changes

  • high

    Completed conversion from two-tier mutual holding company to fully-public structure; mutual holding company ceased to exist, all shares now publicly held.

  • high

    Sold 8,880,210 shares at $10.00/share for gross proceeds; existing public shareholders received 1.3978 new shares per share held.

    Exhibit 99.1 view on EDGAR →
  • medium

    Total shares outstanding increased to 15,638,237 post-conversion and exchange (before fractional share adjustments).

    Exhibit 99.1 view on EDGAR →

Summary

Rhinebeck Bancorp completed its second-step conversion from a two-tier mutual holding company structure to a fully-public stock holding company on July 21, 2026. The mutual holding company that previously owned a portion of the company has ceased to exist, meaning all shares are now publicly held. The company raised by selling 8,880,210 shares at $10.00 per share.

Existing public shareholders benefited from a 1.3978-for-1 exchange ratio, increasing their ownership proportionally. Total shares outstanding rose to 15.64 million post-conversion. The conversion eliminates the mutual holding company layer and transforms Rhinebeck into a standard publicly-traded corporation, simplifying its capital structure. The in proceeds provides capital for the bank holding company, though the filing does not specify planned uses.

Section-by-Section Diff

Event · Exhibit 99.1

1 Added
Show 1 minor / wording change
Added Distribution timeline low

Added in current filing · view on EDGAR →

The Company’s transfer agent, Continental Stock Transfer & Trust Company, expects to mail Direct Registration System (DRS) book-entry statements for shares purchased in the offering on or about July 21, 2026. Interest checks, and if applicable refund checks, for subscribers in the offering are also expected to be mailed out on or about July 21, 2026.

Share certificates and interest or refund checks for offering participants are being mailed starting July 21, 2026. Existing shareholders will receive checks for fractional shares around July 24, 2026.

Event · Item 8.01 — Other Events

~100 words

Item 8.01 — Other Events filed; see Key Changes for terms.

1 Added
Added Second-step conversion completion high

Added in current filing · verify on EDGAR →

On July 21, 2026, Rhinebeck Bancorp, Inc. (the “Company”), the holding company for Rhinebeck Bank, issued a press release announcing the closing of the previously reported “second-step” conversion of Rhinebeck Bancorp, MHC and reorganization of Rhinebeck Bank from the two-tier mutual holding company structure to the fully-public stock holding company structure, and the related stock offering conducted by the Company.

The company completed its conversion from a two-tier mutual holding company structure to a fully-public stock holding company structure. This second-step conversion eliminates the mutual holding company layer and makes Rhinebeck Bancorp a standard publicly-traded corporation. The conversion included a related stock offering, though specific terms and proceeds are not disclosed in this 8-K.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 22, 2026 · How we verify