Rhinebeck Bancorp, Inc. 8-K

What Happened Rhinebeck Bancorp, Inc. announced on February 10, 2026 that the board of Rhinebeck Bancorp, MHC (the MHC) adopted a Plan of Conversion and Reorganization to complete a “second‑step” conversion. Under the Plan the MHC — which currently owns approximately 57% of the Company’s outstanding common stock — will sell its ownership interest through a subscription offering (and, if needed, a community, syndicated community or firm‑commitment underwritten offering) and then the MHC will be dissolved. Rhinebeck Bank will be reorganized from the two‑tier mutual holding company structure to a fully public stock holding company; the Company will remain the stock holding company for the bank.

Key Details

• Plan adoption date: February 10, 2026; eligibility record date for subscription rights: December 31, 2024.
• MHC currently owns ≈57% of the Company’s outstanding common stock; all MHC‑held shares will be canceled upon conversion.
• The offering will include first‑priority, non‑transferable subscription rights for eligible Rhinebeck Bank account holders; number, price of shares and exchange ratio will be set using the Company’s pro forma market value on a fully converted basis as determined by an independent appraisal.
• Existing non‑MHC holders’ shares will be exchanged for new shares using an exchange ratio intended to preserve their percentage ownership (adjusted for MHC assets and excluding shares bought in the offering); fractional shares will be settled in cash.
• The Plan is subject to regulatory approvals and votes by Rhinebeck Bank depositors and the Company’s stockholders (including approval by a majority of shares held by persons other than the MHC).

Why It Matters This Plan would change Rhinebeck’s ownership structure from a mutual holding company model to a fully public stock company and eliminate the MHC parent, which can materially alter the shareholder base and share count. Eligible bank account holders will have priority subscription rights to buy shares, and the final price, number of shares and exchange ratio will be set by an independent appraisal and subject to regulatory and voter approvals—so outcomes (timing and dilution effects) depend on those future determinations. The Company filed the Plan as an exhibit and issued a press release announcing the adoption.