As filed with the Securities and Exchange ~~Commission~~ Commission on ~~September 10~~March 13, ~~2018~~2026

Registration No. 333-~~________~~

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE

~~THE~~ SECURITIES ACT OF 1933

Rhinebeck Bancorp, Inc. and

Rhinebeck Bank 401(k) Plan

(Exact Name of Registrant as Specified in Its Charter)

Maryland	6036	~~Pending~~83-2117268
(State or Other Jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
Incorporation or Organization)	Classification Code Number)	Identification Number)
incorporation or organization)	Classification Code Number)	Identification Number)

2 Jefferson Plaza

Poughkeepsie, NYNew York 12601

(845) ~~790~~454-~~1579~~8555 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

~~(Address,~~Matthew ~~Including~~J. ~~Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)~~Smith

Michael J. Quinn

President and Chief Executive Officer

~~Rhinebeck~~Two ~~Bancorp,~~Jefferson ~~Inc.~~Plaza

2Poughkeepsie, ~~Jefferson~~New ~~Plaza~~York 12601

~~Poughkeepsie~~(845) 454-8555 (Address, Including NYZip ~~12601~~Code, and Telephone Number, Including Area Code, of Agent for Service)

(845) 790-1579

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

~~Eric~~Scott A. Brown Elizabeth A. Cook Luse Gorman, ~~Esq~~PC 5335 Wisconsin Avenue, N.W., Suite 780 Washington, D.C. 20015 (202) 274-2000 Daniel C. McKay II Jennifer Durham King Vedder Price P.C. 222 North LaSalle Street Chicago, IL 60601 (312) 609-7500

Scott A. Brown, Esq.

Luse Gorman, PC

5335 Wisconsin Avenue, N.W., Suite 780

Washington, D.C. 20015

(202) 274-2000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: x

If this Form is filed to register additional shares for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x Smaller reporting company x Emerging growth company x¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ¨

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered			Proposed maximum offering price per share		Proposed maximum aggregate offering price		Amount of registration fee
Common Stock, $0.01 par value per share		5,313,617 shares		$	10.00	$	53,136,170 (1)		6,617
Participation Interests		1,432,383	(2)		(2)		(2)		(2)

(1) Estimated solely for the purpose of calculating the registration fee.

(2) The securities to be purchased by the Rhinebeck Bank 401(k) Plan are included in the amount shown for the common stock. Accordingly, no separate fee is required for the participation interests.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Prospectus Supplement

Interests in

RHINEBECK BANK 401(k) PLAN

Offering of Participation Interests in up to 1 3,~~432~~298,~~383~~199 Shares of

~~RHINEBECK~~Rhinebeck ~~BANCORP~~Bancorp, ~~INC~~ Inc. Common Stock

~~Common~~Rhinebeck ~~Stock~~Bancorp, Inc., a Maryland corporation that we refer to as “Rhinebeck Bancorp” throughout this prospectus supplement, is offering shares of common stock for sale at $10.00 per share in connection with the conversion of Rhinebeck Bancorp, MHC, a New York mutual holding company, from the mutual holding company structure to a fully public stock holding company structure. The shares being offered represent the ownership interest of Rhinebeck Bancorp, MHC in Rhinebeck Bancorp. Rhinebeck Bancorp’s common stock is currently traded on the Nasdaq Capital Market under the trading symbol “RBKB.” Upon the completion of the conversion and stock offering, we expect the shares of Rhinebeck Bancorp common stock will continue to trade on the Nasdaq Capital Market under the symbol “RBKB.”

In connection with the ~~reorganization~~offering, of Rhinebeck Bank, the awholly ~~New~~owned ~~York-chartered~~subsidiary ~~saving~~of ~~bank and~~ Rhinebeck Bancorp, ~~MHC,~~is aallowing ~~New~~participants ~~York-chartered~~in ~~mutual holding~~the ~~company~~Rhinebeck ~~into~~Bank ~~the~~401(k) Plan, ~~“two-tier”~~as ~~mutual~~adopted ~~holding~~by ~~company~~Rhinebeck Bank ~~structure~~ (the “~~Reorganization~~401(k) Plan”), ~~Rhinebeck Bancorp,~~to ~~Inc.,~~invest a ~~newly~~portion ~~formed~~of ~~Maryland~~their ~~corporation~~account (“balances in Rhinebeck Bancorp~~”),~~ iscommon ~~offering~~stock. ~~shares~~This ofprospectus supplement ~~its~~relates ~~common~~to ~~stock~~the ~~for sale~~elections atby ~~$10.00~~401(k) Plan ~~per~~participants ~~share.~~to ~~Following~~direct the ~~Reorganization,~~trustee itof isthe ~~expected~~401(k) Plan ~~that~~to ~~the~~invest ~~shares~~all or a portion of their account balances in the 401(k) Plan in Rhinebeck Bancorp common stock ~~(“Rhinebeck~~at the time of the offering. Based upon the ~~Bancorp~~value ~~Common~~of ~~Stock”~~the 401(k) Plan ~~will~~assets beas ~~listed~~of onDecember 31, 2025, the ~~Nasdaq~~trustee ~~Capital~~of ~~Market~~the ~~under~~401(k) Plan could purchase up to 3,298,199 shares of Rhinebeck Bancorp common stock at the ~~symbol~~purchase ~~“RBKB~~price of $10.”00 per share.

InBefore ~~connection~~you ~~with the~~consider ~~stock offering~~investing, ~~Rhinebeck~~you ~~Bancorp~~should ~~is allowing participants in~~ read the ~~Rhinebeck~~prospectus ~~Bank 401(k) Plan (the “401(k) Plan”) to make a one-time election to purchase participation interests in shares~~ of Rhinebeck Bancorp, ~~Common~~dated ~~Stock~~___________, ~~through~~which ~~the~~accompanies ~~401(k) Plan.~~this ~~Based~~prospectus ~~upon~~supplement. ~~the~~It ~~value~~contains ofdetailed ~~the~~information regarding ~~401(k) Plan assets at June 30, 2018,~~ the ~~trustee~~stock ofoffering ~~the 401(k) Plan could purchase up to 1,432,383 shares~~ of Rhinebeck Bancorp ~~Common~~common ~~Stock,~~stock ~~assuming~~and ~~a purchase price of $10.00 per share. As a participant in~~ the ~~401(k)~~financial ~~Plan~~condition, ~~you may~~results ~~direct the trustee~~ of ~~the~~operations ~~401(k)~~and ~~Plan~~business ~~to invest all or a portion~~ of ~~your 401(k) Plan account in~~ Rhinebeck ~~Bancorp Common Stock~~ ~~at the time of the stock offering~~Bank. This prospectus supplement ~~relates~~provides toinformation ~~the~~regarding ~~one-time election of 401(k) Plan participants to direct~~ the ~~trustee of the~~ 401(k) Plan. toYou ~~invest~~should ~~their~~read ~~401(k)~~this ~~Plan~~prospectus ~~accounts~~supplement intogether with ~~Rhinebeck~~the ~~Bancorp~~prospectus ~~Common~~and ~~Stock~~keep atboth ~~the~~for ~~time~~future ~~of the stock offering~~reference.

~~Before~~For ~~you~~a ~~consider investing,~~discussion ~~you should read the prospectus~~ of ~~Rhinebeck~~risks ~~Bancorp~~that ~~dated~~you ~~[DATE]~~should consider, ~~which~~see is“Risk ~~provided~~Factors” ~~with~~beginning ~~this~~on ~~prospectus~~page 17 ~~supplement. It contains detailed information regarding the Reorganization and related stock offering~~ of ~~Rhinebeck Bancorp and~~ the ~~financial condition,~~accompanying ~~results~~prospectus ~~of operations~~ and ~~business~~“Notice of ~~Rhinebeck~~Your ~~Bank.~~Rights ~~This prospectus supplement provides information regarding the~~Concerning ~~401(k)~~Employer ~~Plan.~~Securities” ~~You~~in ~~should read~~ this prospectus supplement ~~together with the prospectus and keep both for future reference~~.

~~________________________________~~The interests in the 401(k) Plan and the offering of the shares of Rhinebeck Bancorp common stock have not been approved or disapproved by the Board of Governors of the Federal Reserve System, the New York State Department of Financial Services, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation nor any other federal or state securities regulator. Any representation to the contrary is a criminal offense.

~~For~~The asecurities ~~discussion~~offered ofin ~~risks~~this ~~that~~prospectus supplement ~~you~~are ~~should consider,~~not ~~see~~deposits ~~“Risk~~or ~~Factors”~~accounts ~~beginning~~and onare ~~page~~not 17insured ofor guaranteed by the ~~prospectus~~Federal Deposit Insurance Corporation or any other governmental agency.

~~The~~This ~~interests~~prospectus ~~in the~~supplement ~~401(k)~~may ~~Plan~~be ~~and~~used ~~the~~only ~~offering~~in connection ofwith ~~the~~offers ~~shares~~and ofsales by Rhinebeck Bancorp ~~Common~~of ~~Stock~~participation ~~have~~interests ~~not~~in ~~been~~shares ~~approved~~of orRhinebeck ~~disapproved~~Bancorp bycommon ~~the~~stock ~~Board~~pursuant ofto ~~Governors of~~ the ~~Federal~~401(k) Plan. ~~Reserve~~No ~~System,~~one ~~the~~may ~~New~~use ~~York~~this ~~State~~prospectus ~~Department~~supplement ofto ~~Financial~~re-offer ~~Services,~~or ~~the~~resell ~~Securities~~participation ~~and~~interests ~~Exchange Commission~~ or ~~any~~shares ~~other~~of ~~federal~~Rhinebeck Bancorp orcommon ~~state~~stock ~~agency.~~acquired ~~Any~~through ~~representation to~~ the ~~contrary is a criminal offense~~401(k) Plan.

~~The~~You ~~securities~~should ~~offered~~rely only on the information contained in this prospectus supplement ~~are~~and ~~not~~the ~~deposits~~accompanying orprospectus. ~~accounts~~Rhinebeck ~~and~~Bancorp, ~~are~~Rhinebeck ~~not~~Bank ~~insured~~and orthe ~~guaranteed~~401(k) Plan byhave ~~the~~not ~~Federal~~authorized anyone ~~Deposit~~to ~~Insurance~~provide ~~Corporation or~~you ~~any~~with ~~other~~information ~~government~~that ~~agency~~is different.

This prospectus supplement does not constitute ~~may~~an beoffer ~~used~~to ~~only~~sell or solicitation of an offer to buy any securities in ~~connection~~any ~~with~~jurisdiction ~~offers~~to any person to whom it is unlawful to make an offer or solicitation in that jurisdiction. Neither the delivery of this prospectus supplement and ~~sales~~the byprospectus ~~Rhinebeck~~nor any sale of Rhinebeck Bancorp common stock or participation interests representing an ownership interest in ~~the~~Rhinebeck Bancorp common stock ~~offering~~shall under any circumstances imply that there has been no change in the affairs of Rhinebeck Bancorp, ~~Common~~Rhinebeck ~~Stock acquired~~Bank byor the 401(k) Plan. Nosince ~~one~~the date ~~may~~of ~~use~~ this prospectus supplement, toor ~~reoffer~~that orthe ~~resell~~information ~~interests~~contained in ~~shares~~this ofprospectus ~~common~~supplement ~~stock~~or incorporated by reference is correct ~~acquired~~as ~~through~~of any time after the ~~401(k)~~date ~~Plan~~of this prospectus supplement.

~~You~~The ~~should~~date ~~rely~~of ~~only on the information contained in~~ this prospectus supplement ~~and the prospectus. Rhinebeck Bancorp, Rhinebeck Bancorp, MHC, Rhinebeck Bank and the 401(k) Plan have not authorized anyone to provide you with information that~~ is ~~different~~___________.

This prospectus supplement does not constitute an offer to sell or solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make an offer or solicitation in that jurisdiction. Neither the delivery of this prospectus supplement and the prospectus nor any sale of Rhinebeck Bancorp Common Stock will under any circumstances imply that there has been no change in the affairs of Rhinebeck Bancorp, Rhinebeck Bancorp, MHC, Rhinebeck Bank or the 401(k) Plan since the date of this prospectus supplement, or that the information contained in this prospectus supplement or incorporated by reference is correct as of any time after the date of this prospectus supplement.

The date of this prospectus supplement is [DATE].

TABLE OF CONTENTS

THE OFFERING	1
RISK FACTORS	S-1
Securities Offered	1
THE OFFERING	S-1
Election to Purchase Rhinebeck Bancorp Common Stock	1
Securities Offered	S-1
Purchase Priorities	2
Election to Purchase Rhinebeck Bancorp, Inc. Common Stock	S-2
Purchases in the Offering and Oversubscriptions	3
Purchase Priorities	S-2
Composition of the Rhinebeck Bancorp Stock Fund	4
Purchases in the Offering and Oversubscriptions	S-3
Minimum and Maximum Investment	4
Composition of Rhinebeck Bancorp, Inc. Stock Fund	S-4
Value of 401(k) Plan Assets	5
Value of the 401(k) Plan Assets	S-4
How to Order Common Stock in the Stock Offering Through the 401(k) Plan.	5
Election to Purchase Stock in the Offering	S-4
Order Deadline	7
How to Order Stock in the Offering	S-5
Irrevocability of Transfer Direction	8
Order Deadline	S-6
Future Direction to Purchase and Sell Common Stock	8
Irrevocability of Transfer Direction	S-6
Voting Rights of Common Stock	8
Future Direction to Purchase and Sell Rhinebeck Bancorp Common Stock	S-6
DESCRIPTION OF THE PLAN	9
Voting Rights of Common Stock	S-7
Introduction	9
DESCRIPTION OF THE 401(k) PLAN	S-8
Eligibility and Participation	9
Introduction	S-8
Contributions Under the Plan	10
Eligibility and Participation	S-8
Limitations on Contributions	11
Contributions under the 401(k) Plan	S-8
Benefits Under the Plan	11
Limitations on Contributions	S-9
Withdrawals and Distributions from the Plan	12
Benefits under the 401(k) Plan	S-10
Investment of Contributions and Account Balances	13S-11
Performance History and Description of Funds	14
Description of the Investment Funds	S-12
Administration of the Plan	19
Rhinebeck Bancorp, Inc. Stock Fund (New Employer Stock Fund)	S-15
Amendment and Termination	20
Administration of the 401(k) Plan	S-15
Merger, Consolidation or Transfer	20
Amendment and Termination	S-16
Federal Income Tax Consequences	20
Merger, Consolidation or Transfer	S-16
Notice of Your Rights Concerning Employer Securities	21
Federal Income Tax Consequences	S-16
Additional Employee Retirement Income Security Act (“ERISA”) Considerations	22
Notice of Your Rights Concerning Employer Securities	S-17
Securities and Exchange Commission Reporting and Short-Swing Profit Liability	23
Additional ERISA Considerations	S-18
Financial Information Regarding Plan Assets	23
Securities and Exchange Commission Reporting and Short-Swing Profit Liability	S-18
LEGAL OPINION	23
Financial Information Regarding 401(k) Plan Assets	S-18
LEGAL OPINION	S-19

RISK FACTORS

In addition to considering the material risks disclosed under “Risk Factors” beginning on page 17 of the attached prospectus, you should also consider the following:

If you elect to purchase Rhinebeck Bancorp common stock using your 401(k) Plan account balance and the stock offering is oversubscribed, you will bear the risk of price changes in the investment funds of the 401(k) Plan.

If you elect to purchase Rhinebeck Bancorp common stock using your 401(k) Plan account balance, the 401(k) Plan trustee will sell the designated amount within your 401(k) Plan account among your investment fund balances (other than the existing Rhinebeck Bancorp, Inc. Stock Fund). If the stock offering is oversubscribed (i.e., there are more orders for Rhinebeck Bancorp common stock than shares available for sale in the stock offering), and the 401(k) Plan trustee cannot use any or all of the funds you allocate to purchase Rhinebeck Bancorp common stock, the funds that cannot be invested in Rhinebeck Bancorp common stock, and any interest earned on such funds, will be reinvested in your existing investment funds of the 401(k) Plan (other than the existing Rhinebeck Bancorp, Inc. Stock Fund), according to your then existing investment election (i.e., in proportion to your investment direction for future contributions). During the period from when the 401(k) Plan trustee sells a percentage of each of your investment funds until reinvestment of some or all of those funds back into your investment funds as a result of an oversubscription, you will bear the risk of price changes in the investment funds. It is possible that during this period some or all of the investment funds may have increased in value more than the amount of any interest you may have earned on the reinvested funds before reinvestment. See “The Offering – Purchases in the Offering and Oversubscriptions” in this prospectus supplement.

THE OFFERING

Securities Offered	Rhinebeck Bank is offering participants in the 401(k) Plan the opportunity to purchase participation interests in shares of common stock of Rhinebeck Bancorp through the 401(k) Plan. A “participant interest” represents your indirect ownership of a share of Rhinebeck Bancorp common stock and is equivalent to one share of Rhinebeck Bancorp common stock. At the stock offering purchase price of $10.00 per share and allowing participants to use all or a portion of their account balances, the 401(k) Plan may acquire up to 3,298,199 shares of Rhinebeck Bancorp common stock in the stock offering, based on the approximate fair market value of the 401(k) Plan’s assets as of December 31, 2025.	Rhinebeck Bancorp is offering participants of the 401(k) Plan the opportunity to purchase participation interests in shares of Rhinebeck Bancorp Common Stock through the 401(k) Plan at the stock offering purchase price of $10.00 per share. A “participation interest” represents your indirect ownership of a share of Rhinebeck Bancorp Common Stock that is acquired by the 401(k) Plan pursuant to your election and is equivalent to one share of Rhinebeck Bancorp Common Stock. In this prospectus supplement, “participation interests” will be referred to as shares of “Rhinebeck Bancorp Common Stock.” At the stock offering purchase price of $10.00 per share, the 401(k) Plan may acquire up to 1,432,383 shares of Rhinebeck Bancorp Common Stock in the stock offering, based on the fair market value of the 401(k) Plan’s assets as of June 30, 2018. Only employees of Rhinebeck Bank may become participants in the 401(k) Plan and only participants may purchase stock through the 401(k) Plan. Your investment in shares of Rhinebeck Bancorp Common Stock in connection with the stock offering is subject to the purchase priorities listed below. Information regarding 401(k) Plan is contained in this prospectus supplement and information with about the financial condition, results of operations and business of Rhinebeck Bancorp, Rhinebeck Bancorp, MHC and Rhinebeck Bank is contained in the accompanying prospectus. The address of the principal executive offices of Rhinebeck Bancorp, Rhinebeck Bancorp, MHC and Rhinebeck Bank is 2 Jefferson Plaza, Poughkeepsie, NY 12601. All questions about this prospectus supplement should be addressed to Jeanine Borko, SVP Human Resources at Rhinebeck Bank, 2 Jefferson Plaza, Poughkeepsie, NY 12601, telephone number: (845) 790-1561, email: [email protected]. Questions about the stock offering, the prospectus, or purchasing Rhinebeck Bancorp Common Stock in the stock offering outside the 401(k) Plan may be directed to the Stock Information Center toll-free, at (___) ________, Monday through Friday, 10:00 a.m. through 4:00 p.m., Eastern Time.
Election to Purchase Rhinebeck Bancorp Common Stock		In connection with the stock offering, you may make an election to transfer all or a portion of your account balances in the 401(k) Plan to a money market fund called “Stock Purchase,” which will be used to purchase Rhinebeck Bancorp Common Stock issued in the stock offering. The trustee of the 401(k) Plan will purchase the Rhinebeck Bancorp Common Stock at $10.00 per share, in accordance with your directions. However, such directions are subject to purchase priorities and purchase limitations, as described below.
	Only employees of Rhinebeck Bank may become participants in the 401(k) Plan and only participants may purchase shares of Rhinebeck Bancorp common stock through the 401(k) Plan. Your investment in shares of Rhinebeck Bancorp common stock in connection with the stock offering is subject to the purchase priorities listed below.
	Information regarding the 401(k) Plan is contained in this prospectus supplement and information with regard to the consolidated financial condition, results of operations and business of Rhinebeck Bancorp and Rhinebeck Bank is contained in the accompanying prospectus. The address of the corporate office of Rhinebeck Bancorp and Rhinebeck Bank is 2 Jefferson Plaza, Poughkeepsie, New York 12601. The telephone number at this address is (845) 454-8555.
	Any questions about purchasing Rhinebeck Bancorp stock in the offering through the 401(k) Plan or about this prospectus supplement should be addressed to Jeanine Borko, Senior Vice President, Human Resources, Rhinebeck Bank, 2 Jefferson Plaza, Poughkeepsie, New York, 12601, telephone number: (845) 790-1561; email: [email protected].

Purchase Priorities All 401(k) Plan participants are eligible to make an election to purchase Rhinebeck Bancorp Common Stock in the stock offering. However, such election is subject to the purchase priorities in the Rhinebeck Bank, Rhinebeck Bancorp, MHC Plan of Reorganization and Minority Stock Issuance, which provides for a subscription offering and a community offering. In the stock offering, the purchase priorities are as follows and apply in case more shares of Rhinebeck Bancorp Common Stock are ordered than are available for sale (an “oversubscription”): Subscription Offering: (1) Each depositor of Rhinebeck Bank with aggregate account balances of at least $100.00 at the close of business on December 31, 2016, has first priority. (2) Rhinebeck Bank’s tax-qualified plans, including the employee stock ownership plan and the 401(k) Plan, have second priority. (3) Each depositor of Rhinebeck Bank with aggregate account balances of at least $100.00 at the close of business on September 20, 2018, has third priority. Community Offering: (4) Natural persons (including trusts of natural persons) residing in Columbia, Duchess, Orange and Ulster Counties in New York have fourth priority. (5) Other members of the general public have fifth priority. If you fall into subscription offering categories (1) or (3), you have subscription rights to purchase shares of Rhinebeck Bancorp Common Stock in the subscription offering and you may use funds in the 401(k) Plan to pay for the Rhinebeck Bancorp Common Stock. You may also be able to purchase shares of Rhinebeck Bancorp Common Stock in the subscription offering even though you are ineligible to purchase through subscription offering categories (1) or (3) through subscription offering category (2), reserved for its tax-qualified employee plans. If you fall into purchase priority (1) or (3), you will separately receive an offering materials package in the mail, including a stock order form. You may use the stock order form to purchase shares of Rhinebeck Bancorp Common Stock outside the 401(k) Plan. Please refer to the prospectus for information on how to make such purchases. Additionally, instead of (or in addition to) placing an order outside the 401(k) Plan using the stock order form, you may place an order for the purchase of Rhinebeck Bancorp Common Stock through the 401(k) Plan in the manner described below under “How to Order Common Stock in the Stock Offering Through the 401(k) Plan.”

	Direct all questions about the stock offering, the prospectus, or obtaining a stock order form to purchase stock in the stock offering outside the 401(k) Plan to the Stock Information Center at (___) ___-____, Monday through Friday, between 10:00 a.m. and 4:00 p.m., Eastern time. The Stock Information Center will be closed on weekends and bank holidays.

Election to Purchase Rhinebeck Bancorp, Inc. Common Stock	In connection with the stock offering, you may elect to designate all or a portion of your 401(k) Plan account balance percent (reduced by the amount of any participant loans you have outstanding) to a money market fund called “Stock Purchase Fund,” which will be used to purchase common stock of Rhinebeck Bancorp issued in the stock offering at $10 per share. In making this determination, you should carefully consider the information set forth on page S-__ of this prospectus supplement under “Notice of Your Rights Concerning Employer Securities — The Importance of Diversifying Your Retirement Savings.” The trustee of the Rhinebeck Bancorp, Inc. Stock Fund will purchase common stock of Rhinebeck Bancorp at $10.00 per share to be held as stock in accordance with your directions. However, your elections are subject to the purchase priorities and purchase limitations, as described below.

Purchase Priorities	All 401(k) Plan participants are eligible to elect to subscribe for Rhinebeck Bancorp common stock in the stock offering. However, such directions are subject to the purchase priorities and purchase limitations in the Plan of Conversion and Reorganization of Rhinebeck Bancorp, MHC, which provides for a subscription offering and a community offering, as described below.

	In the offering, the purchase priorities are as follows and apply in the case more shares are ordered than are available for sale (an “oversubscription”): Subscription offering: (1) First, to depositors at Rhinebeck Bank with aggregate balances of at least $100 or more at the close of business on December 31, 2024. (2) Second, to the tax-qualified plans of Rhinebeck Bank, including the employee stock ownership plan and the 401(k) Plan. (3) Third, to depositors of Rhinebeck Bank with aggregate balances of at least $100 or more on deposit at the close of business on _______________. (4) Fourth, to depositors of Rhinebeck Bank with aggregate balances of at least $100 at the close of business on ____________.

	If there are shares remaining after all of the orders in the subscription offering have been filled, shares will be offered in a community offering with a preference to natural persons (including trusts of natural persons) residing in the New York counties of Albany, Dutchess, Orange and Ulster, and then to Rhinebeck Bancorp’s public stockholders at the close of business on ______________.

	If you fall into subscription offering categories (1), (3), or (4) above, you have subscription rights to purchase Rhinebeck Bancorp common stock in the subscription offering in the highest category and you may use funds in the 401(k) Plan to pay for the Rhinebeck Bancorp common stock.

S-2

Purchases in the Offering and Oversubscriptions The trustee of the 401(k) Plan will purchase shares of Rhinebeck Bancorp Common Stock in the stock offering in accordance with your directions. Once you make your election, the amount that you elect to transfer from your existing investment options for the purchase of Rhinebeck Bancorp Common Stock will be sold from your existing investment options and the proceeds will be transferred to the Stock Purchase option (which the proceeds will be invested in a money market fund during the offering period) pending the formal completion of the stock offering several weeks later. After the end of the stock offering period, we will determine whether all or any portion of your order will be filled (if the offering is oversubscribed you may not receive any or all of your order, depending on your purchase priority, as described above). The amount that can be used toward your order will be applied to the purchase of Rhinebeck Bancorp Common Stock. Following the closing of the stock offering, your purchased shares of Rhinebeck Bancorp Common Stock will be transferred to the 401(k) Plan and will be reflected in your 401(k) Plan account as soon as practicable thereafter. In the event the offering is oversubscribed, i.e., there are more orders for Rhinebeck Bancorp Common Stock than shares available for sale in the stock offering, and the trustee is unable to use the full amount allocated by you to purchase Rhinebeck Bancorp Common Stock in the stock offering, the amount that cannot be invested in Rhinebeck Bancorp Common Stock, and any interest earned on such amount, will be transferred from the Stock Purchase option and reinvested in the existing funds of the 401(k) Plan, in accordance with your then existing investment election (in proportion to your investment direction for future contributions). The prospectus describes the allocation procedures in the event of an oversubscription. If you choose not to direct the investment of your account balances towards the purchase of any Rhinebeck Bancorp Common Stock in connection with the stock offering, your account balances will remain in the investment funds of the 401(k) Plan as previously directed by you.

	If you fall into purchase priority (1), (3), or (4), you will separately receive offering materials in the mail, including a Stock Order Form. If you wish to purchase stock outside of the 401(k) Plan, you must complete and submit the original Stock Order Form and payment, before the Subscription Offering deadline.

	In addition to, or instead of, placing an order outside of the 401(k) Plan through a Stock Order Form, as a 401(k) Plan participant, you may place an order for the purchase of Rhinebeck Bancorp common stock through the 401(k) Plan in the manner described below under “The Offering — How to Order Stock in the Offering.”

Purchases in the Offering and Oversubscriptions	The trustee of the 401(k) Plan will purchase Rhinebeck Bancorp common stock in accordance with your election. Once you make your election, the amount that you elect to transfer from your existing investment options (other than the amount invested in the existing Rhinebeck Bancorp, Inc. Stock Fund) for the purchase of Rhinebeck Bancorp common stock in connection with the stock offering will be removed from your existing investment options (other than the amount invested in the existing Rhinebeck Bancorp, Inc. Stock Fund) and transferred to the Stock Purchase Fund, which will be invested in a money market fund during the stock offering period, pending the formal closing of the stock offering, several weeks later. Following the formal closing of the stock offering, your purchased shares of Rhinebeck Bancorp common stock in the stock offering will be reflected in the new Rhinebeck Bancorp, Inc. Stock Fund, which will also then include converted shares of common stock of Rhinebeck Bancorp currently held in the existing Rhinebeck Bancorp, Inc. Stock Fund. Your ownership interest in the new Rhinebeck Bancorp, Inc. Stock Fund will initially be based on the number of shares of Rhinebeck Bancorp common stock that you purchased through the 401(k) Plan in the stock offering, plus the converted shares of common stock of Rhinebeck Bancorp from the existing Rhinebeck Bancorp, Inc. Stock Fund.

	After the end of the stock offering period, we will determine whether all or any portion of your order may be filled (based on your purchase priority as described above and whether the stock offering is oversubscribed). The amount that can be used toward your order will be applied to the purchase of participation interests and will be denominated in shares of Rhinebeck Bancorp common stock in the 401(k) Plan.

	If the stock offering is oversubscribed (i.e., there are more orders for Rhinebeck Bancorp common stock than shares available for sale in the stock offering), and the trustee of the 401(k) Plan is unable to use the full amount allocated by you to purchase shares of Rhinebeck Bancorp common stock in the stock offering, the amount that cannot be invested in shares of common stock, and any interest earned, will be transferred from the Stock Purchase Fund and reinvested in the existing investment funds of the 401(k) Plan (other than the existing Rhinebeck Bancorp, Inc. Stock Fund) in accordance with your then existing investment election (in proportion to your investment direction for future contributions). The prospectus describes the allocation procedures in the event of an oversubscription.

	If you choose not to direct the investment of your account balances towards the purchase of any shares in the offering, your account balances will remain in the investment funds of the 401(k) Plan as previously directed by you.

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Composition of the Rhinebeck Bancorp Stock Fund		Shares purchased by the 401(k) Plan in the stock offering will be transferred to the 401(k) Plan and held by the Rhinebeck Bancorp Stock Fund. The Rhinebeck Bancorp Stock Fund is neither a mutual fund nor a diversified or managed investment option. Rather, it is merely a recordkeeping mechanism established by the 401(k) Plan custodian to track the shares purchased by the participants in the stock offering through the 401(k) Plan. The Rhinebeck Bancorp Stock Fund will consist solely of shares of Rhinebeck Bancorp Common Stock purchased by participants in the 401(k) Plan, which will be initially valued at $10.00 per share (i.e., the purchase price). Following the stock offering, each day the aggregate value of Rhinebeck Bancorp Stock Fund will be determined by dividing the total market value of the fund at the end of the day by the total number of shares held in the fund by all participants as of the previous day’s end. The change in share value reflects the day’s change in stock price of Rhinebeck Bancorp Common Stock, and the value of each participation interest should be the same as one share of Rhinebeck Bancorp Common Stock. Investment in Rhinebeck Bancorp Common Stock involves special risks common to investments in shares of Rhinebeck Bancorp Common Stock. For a discussion of material risks you should consider, see the “Risk Factors” section of the accompanying prospectus and the section of the prospectus supplement called “Notice of Your Rights Concerning Employer Securities” (see below). The portion of your 401(k) Plan account invested in the Rhinebeck Bancorp Stock Fund will be reported to you on your regular 401(k) Plan participant statements. You can also go online at any time to www.principal.com or call 1-800-547-7754 to review your account balances.
Composition of Rhinebeck Bancorp, Inc. Stock Fund	At the conclusion of the offering, once the eligible assets in the Stock Purchase Fund have been used to purchase Rhinebeck Bancorp common stock, the shares of Rhinebeck Bancorp common stock will be transferred to the 401(k) Plan and held in the Rhinebeck Bancorp, Inc. Stock Fund. The Rhinebeck Bancorp, Inc. Stock Fund is neither a mutual fund nor a diversified or managed investment option. Rather, it is merely a recordkeeping mechanism established by the 401(k) Plan custodian to track the shares purchased by 401(k) Plan participants in the stock offering through the 401(k) Plan. The Rhinebeck Bancorp, Inc. Stock Fund will consist solely of shares of Rhinebeck Bancorp common stock purchased by participants in the 401(k) Plan, which will be initially valued at $10.00 per share (i.e., the purchase price).
Minimum and Maximum Investment		In connection with the stock offering, the 401(k) Plan will permit you to use up to 100% of your 401(k) Plan account balance for the purchase of Rhinebeck Bancorp Common Stock in the stock offering. The trustee of the 401(k) Plan will subscribe for shares of Rhinebeck Bancorp Common Stock offered for sale in the stock offering, in accordance with each participant’s direction. The trustee will pay $10.00 per share, which will be the same price paid by all other persons who purchase shares in the stock offering. In order to purchase Rhinebeck Bancorp Common Stock through the 401(k) Plan, the minimum investment is $250, which will purchase 25 shares. No individual may purchase more than $150,000 (15,000 shares) of Rhinebeck Bancorp Common Stock. Furthermore, no person or entity, together with associates or persons acting in concert with such person or entity, may purchase more than $250,000 (25,000 shares) of Rhinebeck Bancorp Common Stock in all categories of the stock offering combined. Please see the prospectus for further details regarding additional maximum purchase limits for investors in the stock offering.
	Your interests in the Rhinebeck Bancorp, Inc. Stock Fund will be referred to as participation interests and will be denominated in shares of Rhinebeck Bancorp common stock.
	Following the closing of the stock offering, each day the aggregate value of the Rhinebeck Bancorp, Inc. Stock Fund will be determined by dividing the total market value of the fund at the end of the day by the total number of shares held in the fund by all participants as of the previous day’s end. The change in share value reflects the day’s change in Rhinebeck Bancorp common stock price, and the value of each participation interest should be the same as one share of Rhinebeck Bancorp common stock.
	Investment in Rhinebeck Bancorp common stock involves risks common to investment in shares of common stock. For a discussion of material risks you should consider, see the “Risk Factors” section of the enclosed prospectus and the section of the prospectus supplement called “Notice of Your Rights Concerning Employer Securities” (see below).
	The portion of your 401(k) Plan account invested in the Rhinebeck Bancorp, Inc. Stock Fund will be reported to you on your regular 401(k) Plan participant statements. You can also go online at any time to www.principal.com or call (800) 547-7754 (toll-free) to review your account balances.
Value of the 401(k) Plan Assets	As of December 31, 2025, the market value of the assets of the 401(k) Plan attributable to active and former employees of Rhinebeck Bank was approximately $32,981,983.96. The 401(k) Plan administrator informed each participant of the value of his or her account balance under the 401(k) Plan as of December 31, 2025, however participants can also go online and look at their account balances at any time.
Election to Purchase Stock in the Offering	If you wish to use your account balance in the 401(k) Plan (reduced by any participant loans you have outstanding) to purchase Rhinebeck Bancorp common stock issued in the offering, you can follow the steps below on this page S-4 under “The Offering — How to Order Stock in the Offering.” In making this determination, you should carefully consider the information set forth on page S-17 of this prospectus supplement under “Notice of Your Rights Concerning Employer Securities — The Importance of Diversifying Your Retirement Savings.”

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Value of 401(k) Plan Assets		As of June 30, 2018, the market value of the assets of the 401(k) Plan was approximately $14,323,830, all of which is eligible to purchase or acquire Rhinebeck Bancorp Common Stock in the stock offering.
How to Order Common Stock in the Stock Offering Through the 401(k) Plan.		You can elect to transfer (in whole dollar amounts or percentages) all or a portion of your 401(k) Plan account balance to the Stock Purchase option, which will be used by the 401(k) Plan trustee to purchase shares of Rhinebeck Bancorp Common Stock. This is done by following the procedures described below. Please note the following stipulations concerning this election: · You can elect to transfer all or a portion of your current 401(k) Plan account balance to the Stock Purchase option. · Your election is subject to a minimum purchase of 25 shares, which equals $250. · Your election, plus any order you placed outside the 401(k) Plan, are together subject to a maximum purchase limit of no more than 15,000 shares of Rhinebeck Bancorp Common Stock, which equals $150,000. The prospectus describes an additional purchase limitation of 25,000 shares of Rhinebeck Bancorp Common Stock, which equals $250,000, for an individual, together with associates or persons acting in concert with such individual. · The election period for the 401(k) Plan purchases begins on [DATE] and ends at 4:00 p.m., Eastern Time, on [DATE] (the “401(k) Plan Purchase Period”). · Your election to purchase Rhinebeck Bancorp Common Stock in the stock offering through the 401(k) Plan will be accepted by Principal Financial Group, the recordkeeper of the 401(k) Plan. After your election is accepted by Principal Financial Group, it will be rounded down to the closest dollar amount divisible by $10.00 and will be used by the trustee to purchase shares of Rhinebeck Bancorp Common Stock in the stock offering. The difference will remain in the Stock Purchase option until the formal closing of the offering has been completed, several weeks after the 401(k) Plan Purchase Period ends. At that time, the Rhinebeck Bancorp Common Stock purchased based on your election will be transferred to the 401(k) Plan and any remaining funds will be transferred out of the Stock Purchase option for investment in other funds under the 401(k) Plan, based on your election currently on file for future contributions.

How to Order Stock in the Offering

You can elect to transfer all or a portion of your current 401(k) Plan account balance (reduced by the value of any participant loans you have outstanding) to the Stock Purchase Fund by following the procedures described below. Please note the following conditions concerning this election:

	·	Your election is subject to a minimum purchase of 25 shares which equates to $250.00.

	·	Your election, plus any order you placed outside the 401(k) Plan, is subject to an individual maximum purchase limitation of 60,000 shares (which equates to $600,000) or 120,000 shares ($1,200,000) if you purchase in concert with an associate or a group of persons acting in concert (as more fully described in the prospectus).

	·	The election period for 401(k) Plan purchases (the “Plan Purchase Period”) closes at 2:00 p.m., Eastern time, ____________ __, 2026.

	·	Your election to purchase Rhinebeck Bancorp common stock in the offering through the 401(k) Plan will be accepted by Principal Financial Group, the third-party plan administrator. After your election is accepted by Principal Financial Group, it will be rounded down to the closest dollar amount divisible by $10.00 and will be used by the trustee to purchase shares of Rhinebeck Bancorp common stock in the stock offering. The difference will remain in the Stock Purchase Fund until the offering closes and the shares are acquired by the 401(k) Plan.

	·	At the formal close of the stock offering, which will occur several weeks later, the shares purchased in the Stock Purchase Fund based on your election will be transferred to the Rhinebeck Bancorp, Inc. Stock Fund and any remaining funds from your account will be transferred out of the Stock Purchase Fund for investment in the other funds under the 401(k) Plan, based on your election currently on file for future contributions.

	·	Following the completion of the stock offering, your purchased shares of Rhinebeck Bancorp common stock will be reflected in your 401(k) Plan account through the Rhinebeck Bancorp, Inc., Stock Fund.

	Follow these steps to elect to use all or part of your account balance in the 401(k) Plan to purchase shares in the stock offering:

	·	Go to www.principal.com and click Log in. Enter your Username and Password. If you haven’t established your Username and Password, click Create an Account and follow the prompts.

	·	On your Personal Summary Page, choose the line for the Rhinebeck Bank 401(k) Plan and click on “View Details” for your 401(k) Plan account.

	·	When you reach “Your Account Overview,” click on “Investments” across the top navigation of the screen, and then click on “Change Investments.”

	·	When you reach the “Change Investments” screen, click on the box titled Build your own investment mix. Then select the option to Apply changes to my current account balance only and click Continue.

	·	Click on “Advanced Transfer Options” and choose “Dollars”. Then enter the amount you would like to transfer in dollars, “From” each investment. When you have completed transferring “From” each investment, choose “Continue.”

· The amount you elect to transfer to the Stock Purchase option will be held separately until the completion of the stock offering. Therefore, this money is not available for distributions, loans, or withdrawals until the stock offering is completed, which is expected to be several weeks after the closing of the 401(k) Plan Purchase Period. · Following the formal closing of the stock offering, your purchased shares of Rhinebeck Bancorp Common Stock will be reflected in your 401(k) Plan account through the Rhinebeck Bancorp Stock Fund. Follow these steps to make your election to use your account balance in the 401(k) Plan to purchase shares of Rhinebeck Bancorp Common Stock in the stock offering. You are allowed only one election to transfer funds to the Stock Purchase option. · Go to www.principal.com and log into your 401(k) Plan account. In Account Login, click on drop down and choose “Personal”, then “GO.” Enter your Username and Password. If you haven’t established your Username and Password, click on the link “Establish your Username and Password” and follow the prompts. · On your Personal Summary Page, choose the line for the Rhinebeck Bank 401(k) Plan. · When you reach “Your Account Overview,” click on “Investments” across the top navigation of the screen, and then click on “Change Investments.” · When you reach the “Change Investments” screen, click on the box titled “Move Balances .” Then click on “Make a Transfer.” · If you want to transfer a percentage of your current investments, enter the percentage you would like to transfer “From” each investment. If you would like to transfer a dollar amount, click on “Advanced Transfer Features” and choose “dollars,” then enter the amount you would like to transfer “From” each investment. When you have completed transferring “From” each investment, choose “Continue.”S-5

6· Enter the dollars you will be transferring into the Stock Purchase Fund. The Stock Purchase Fund is a money market investment that will hold the funds until the stock offering is concluded. All of the funds that you transferred “From” other investments must be transferred to another investment. · When you have completed the “To” portion of the transaction, click “Continue.” You will be taken to a confirmation page. Please review your transaction for accuracy. If you need to make changes, click on Back to make changes. If the information is correct, click on the box, “Submit Request” to authorize Principal Financial Group to process the request. You will receive a communication in your Message Center confirming your transaction. · After you complete your online election, you must also complete the Stock Information Form and return it to Jeanine Borko, Senior Vice President, Human Resources, Rhinebeck Bank, 2 Jefferson Plaza, Poughkeepsie, New York, 12601 by hand delivery, or by e-mail to [email protected], no later than 2:00 p.m., Eastern time, on ________________, 2026.

· Enter the percentage or dollars that you will be transferring into the Stock Purchase account. The Stock Purchase account is a money market investment that will hold the funds until the stock offering is concluded. All of the funds that you transferred “From” other investments must be transferred to another investment. The total percentage must be 100% or, if transferring dollars, all of the dollars must be transferred “To” another investment. When you have completed the “To” portion of the transaction, click “Continue.” You will be taken to a confirmation page. Please review your transaction for accuracy, if you need to make changes, click on “Cancel” or “Start Over” or “Previous” to make changes. If the information is correct, click on the box, “I confirm the information above and authorize Principal Life Insurance Company to process this request.” You will receive a communication in your Message Center confirming your transaction. After you have completed your online election, you will also need to complete the Stock Information Form and return it either using the self-addressed pre-paid envelope, emailing it to [email protected], or by delivering it in person, to be received by Jeanine Borko, SVP Human Resources at Rhinebeck Bank, 2 Jefferson Plaza, Poughkeepsie, NY 12601, no later than 4:00 p.m., Eastern Time, on [DATE]. It is critical that this Stock Information Form be completed and returned. Investment in Rhinebeck Bancorp Common Stock involves special risks common to investment in shares of Rhinebeck Bancorp Common Stock. For a discussion of the material risks you should consider, see “Risk Factors” section of the accompanying prospectus and the section of this prospectus supplement called “Notice of Your Rights Concerning Employer Securities” (see below). Your ability to sell your purchased Rhinebeck Bancorp Common Stock may be restricted. Please see the section of this prospectus supplement called “Future Direction to Purchase and Sell Common Stock” for further information. Order Deadline You must make your election online at www.principal.com and return your Stock Information Form either in the pre-paid envelope, by emailing it to [email protected] or by delivering it in person to Jeanine Borko, SVP Human Resources, at Rhinebeck Bank, 2 Jefferson Plaza, Poughkeepsie, NY 12601, to be received no later than 4:00 p.m., Eastern Time, on [DATE].

Order Deadline	You must make your election online at www.principal.com and return your Stock Information Form to Jeanine Borko, Senior Vice President, Human Resources, by hand delivery or by e-mail to [email protected]; no later than 2:00 p.m., Eastern time, on ________________, 2026.

	IF YOU FAIL TO BOTH MAKE YOUR ONLINE STOCK PURCHASE ELECTION AND RETURN YOUR 401(K) PLAN STOCK INFORMATION FORM BY 2:00 P.M. EASTERN TIME ON ____________________, 2026, YOUR ELECTION WILL NOT BE PROCESSED AND YOUR ORDER WILL BE VOID.

Irrevocability of Transfer Direction	You may not revoke your election to transfer all or a portion of your account to the Stock Purchase Fund once it has made. Your election is irrevocable. You will, however, continue to have the ability to transfer amounts not directed towards the purchase of Rhinebeck Bancorp common stock in the offering among all of the other investment funds on a daily basis.

Future Direction to Purchase and Sell Rhinebeck Bancorp Common Stock	You will be able to purchase Rhinebeck Bancorp common stock after the completion of the stock offering through the 401(k) Plan by vesting your future contributions through the Rhinebeck Bancorp, Inc. Stock Fund, provided that no more than 25% of your future contribution (both employer and employee) may be invested in the Rhinebeck Bancorp, Inc. Stock Fund. Additionally, after the completion of the stock offering, you will be able to transfer no more than 50% of your account balance to the Rhinebeck Bancorp, Inc. Stock Fund. If the portion of your account balance invested in the Rhinebeck Bancorp, Inc. Stock Fund exceeds 50% after the completion of the stock offering, you will not be able to invest or contribute add funds into the Rhinebeck Bancorp, Inc. Stock Fund until the percentage invested falls below 50%.

	After the completion of the stock offering, to the extent that shares are available, the trustee of the 401(k) Plan will acquire shares of Rhinebeck Bancorp common stock at your election in open market transactions at the prevailing price, which may be less than or more than $10.00 per share. In addition, a brokerage commission of $0.05 per share of stock purchased will be charged.

7S-6

Irrevocability of Transfer Direction		Once you make an election to transfer amounts to the Stock Purchase option to be used by the trustee to purchase Rhinebeck Bancorp Common Stock in the stock offering, you may not change your election. Your election is irrevocable. You will, however, continue to have the ability to transfer amounts not directed towards the purchase of Rhinebeck Bancorp Common Stock among all of the other investment funds on a daily basis.
Future Direction to Purchase and Sell Common Stock		You will be able to purchase Rhinebeck Bancorp Common Stock after the stock offering through the 401(k) Plan by investing your future contributions through the Rhinebeck Bancorp Stock Fund. You will also be able to sell your interest in the Rhinebeck Bancorp Stock Fund (subject to the restrictions below). After the stock offering, to the extent that shares are available, the trustee of the 401(k) Plan will acquire shares of Rhinebeck Bancorp Common Stock at your election in open market transactions at the prevailing price, which may be less than or more than $10.00 per share. In addition, a brokerage commission of $0.05 per share of stock purchased will be charged. You may change your investment allocation on a daily basis. However, please be advised that your ability to buy or sell Rhinebeck Bancorp Common Stock within the 401(k) Plan largely depends upon the existence of an active market for the stock. If Rhinebeck Bancorp Common Stock is illiquid (meaning there are a low number of buyers and sellers of the stock) on the date you elect to buy or sell Rhinebeck Bancorp Common Stock within the 401(k) Plan, your election may not be immediately processed. As a result, the prevailing price for Rhinebeck Bancorp Common Stock may be less or more than its fair market value on the date of your election. Special restrictions may apply to purchasing shares of Rhinebeck Bancorp Common Stock by the participants who are subject to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, relating to the purchase and sale of securities by officers, directors and principal stockholders of Rhinebeck Bancorp. Please note that if you are an officer of Rhinebeck Bank who is restricted by the regulations of the Board of Governors of the Federal Reserve System from selling shares of Rhinebeck Bancorp Common Stock acquired in the stock offering for one year, the Rhinebeck Bancorp Common Stock that you purchased in the stock offering will not be tradable until the one-year trading restriction has lapsed.
Voting Rights of Common Stock		You may direct the trustee as to how to vote your shares of Rhinebeck Bancorp Common Stock held in the Rhinebeck Bancorp Stock Fund. If the trustee does not receive your voting instructions, the trustee will be directed by Rhinebeck Bank to vote your shares in the same proportion as the voting instructions received from other participants related to their shares of Rhinebeck Bancorp Common Stock held by the 401(k) Plan, provided that such vote is made in accordance with the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). All voting instructions will be kept confidential.

	After the completion of the stock offering, you will have the opportunity to direct the 401(k) Plan trustee to sell any shares that you purchased in the stock offering. Special restrictions may apply to transfers directed to and from the Rhinebeck Bancorp, Inc. Stock Fund by the participants who are subject to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, relating to the purchase and sale of securities by officers, directors and principal shareholders of Rhinebeck Bancorp.

Voting Rights of Common Stock	You may direct the 401(k) Plan trustee as to how to vote your shares of Rhinebeck Bancorp common stock held in the Rhinebeck Bancorp, Inc. Stock Fund. If the trustee does not receive your voting instructions, the trustee will be directed by Rhinebeck to vote your shares in the same proportion as the voting instructions received from other participants related to their shares of Rhinebeck Bancorp common stock held by the 401(k) Plan, provided that such vote is made in accordance with the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). All voting instructions will be kept confidential.

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DESCRIPTION OF THE 401(k) PLAN

Introduction

Rhinebeck Bank originally adopted the 401(k) Plan in 2018. The 401(k) Plan was last restated effective April 1, ~~which~~1993. The 401(k) Plan is a single-employer tax-qualified plan with a cash or deferred compensation feature established in accordance with the requirements under Section 401(a) and Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”).

Rhinebeck Bank intends that the 401(k) Plan, in operation, will comply with the requirements under ~~Sections~~ Section 401(a) and Section 401(k) of the Code. Rhinebeck Bank will adopt any amendments to the 401(k) Plan that may be necessary to ensure the continuing qualified status of the 401(k) Plan under the Code and applicable Treasury Regulations.

Employee Retirement Income Security Act of 1974 (“ERISA”). The 401(k) Plan is an “individual account plan” other than a “money purchase pension plan” within the meaning of ERISA. As such, the 401(k) Plan is subject to all of the provisions of Title I (Protection of Employee Benefit Rights) and Title II (Amendments to the Code Relating to Retirement Plans) of ERISA, except to the funding requirements contained in Part 3 of Title I of ERISA, which by their terms do not apply to an individual account plan (other than a money purchase plan). The 401(k) Plan is not subject to Title IV (Plan Termination Insurance) of ERISA. The funding requirements contained in Title IV of ERISA are not applicable to participants or beneficiaries under the 401(k) Plan.

Reference to Full Text of 401(k) Plan. The following portions of this prospectus supplement summarize certain provisions of the 401(k) Plan. They are not complete and are qualified in their entirety by the full text of the 401(k) Plan. Copies of the 401(k) Plan are available to all employees by filing a request with the 401(k) Plan ~~administrator~~Administrator atc/o Rhinebeck Bank, Attn: Rhinebeck Bank, Senior Vice President, Human Resources, 2 Jefferson Plaza, Poughkeepsie, NYNew York, 12601, telephone number: (845) 790-1561. You are urged to read carefully the full text of the 401(k) Plan.

Eligibility and Participation

~~If you are a regular employee of~~ Rhinebeck Bank, ~~you~~employees ~~are~~generally ~~eligible~~become eligible to ~~become~~enter ~~a participant in~~ the 401(k) Plan ~~by making elective deferral contributions~~ on the first day of the ~~calendar~~first ~~month~~payroll ~~next~~period ~~following~~after ~~the~~both ~~date~~attaining ~~on which you attain~~ age 21 and ~~complete~~completing 90 days of service; provided, ~~provided you~~however, that the following classes of employees are annot eligible ~~employee~~to atparticipant ~~such~~in ~~time.~~the ~~Eligible~~401(k) Plan: ~~employees~~(i) an ~~will~~employee who ~~become~~is ~~active~~included ~~participants~~in ~~for~~a ~~purposes~~unit of ~~employer~~employees ~~matching contributions~~covered onby ~~the~~a ~~first~~collective ~~day~~bargaining ofagreement, ~~the~~if ~~calendar~~retirement ~~month~~benefits ~~after~~were ~~attaining~~the ~~age~~subject 21of ~~and~~good faith ~~completing~~bargaining; ~~one~~(ii) any ~~year~~leased ofemployee; ~~service~~(iii) an ~~and~~independent ~~for~~contractor ~~all~~who ~~other contributions~~is onlater determined by the ~~first~~Internal ~~day~~Revenue Service ofto ~~the~~be ~~calendar~~an ~~month~~employee; ~~after~~and ~~attaining~~(iv) an ~~age~~employee 21who ~~and~~is ~~completing~~employed 90as ~~days~~Summer ofTellers, ~~service~~Summer UB’s and interns.

~~You~~Once ~~are not~~ an eligible employee ifhas ~~you~~satisfied ~~are~~the aeligibility conditions, ~~member of~~ the ~~following classes of employees: (i) an~~ employee ~~who~~will isbecome ~~included~~a inparticipant aand ~~unit~~will ofbe ~~employees~~eligible ~~covered by~~to amake ~~collective~~employee ~~bargaining~~salary ~~agreement~~deferrals, ifincluding ~~retirement~~after-tax ~~benefits~~Roth ~~were the subject of good faith bargaining;~~ 401(iik) ~~any leased employee;~~ deferrals, ~~(iii)~~and anto ~~independent~~receive ~~contractor~~employer ~~who~~matching iscontributions. ~~later~~A ~~determined~~participant bymust ~~the~~have ~~Internal~~one ~~Revenue~~year ~~Service~~of service to be aneligible ~~employee;~~for ~~and~~the ~~(iv)~~employer anmatching contributions. An eligible employee ~~who~~ ismay ~~employed~~also asroll ~~Summer~~over ~~Tellers,~~contributions ~~Summer~~from ~~UB’s~~another ~~and~~eligible ~~interns~~plan.

9As of December 31, 2025, there were approximately 243 active and former employees with account balances in the 401(k) Plan.

~~The~~Contributions ~~Plan~~under ~~Year is January 1 to December 31 (“Plan Year”). There are approximately 186 employees, former employees and beneficiaries participating in~~ the 401(k) Plan.

~~Contributions~~Pre-Tax ~~Under~~Elective Deferrals. 401(k) Plan participants are permitted to defer on a pre-tax basis up to 100% of their Plan Compensation (defined below), subject to certain restrictions imposed by the Code, and to have that amount contributed to the 401(k) Plan on their behalf. Pre-tax deferrals are subject to certain limitations imposed by the Code, and for 2026, the elective deferral limit is $24,500, however, if a 401(k) Plan participant becomes age 50 during the plan year, he or she may defer an additional amount as a “catch-up” contribution (“catch up contributions” are discussed further below). For 2026, the limit on catch-up contributions is $8,000. Participants who are ages 60 to 63 by the end of the calendar year can contribute up to $11,250 rather than the standard $8,000 catch-up limit. For employees with $150,000 or more in Social Security wages, “catch-up” contributions must be made as Roth contribution. The limit on the regular elective deferral and “catch-up” contribution are subject to change on an annual basis. The “Plan Compensation” means the participant’s annual compensation based on the participant’s wages reported on Form W-2, including any pre-tax deferrals, for the applicable year, provided that the amount taken into account under the 401(k) Plan for each participant is limited by the Code, and for 2026 the limit is $360,000 (this limit may change on an annual basis). Canceling or changing the contribution percentage can be accomplished either over the telephone or over the internet at any time.

~~Elective Deferral Contributions. You are permitted to defer on a pre~~S-tax basis up to 100% of your compensation, subject to certain restrictions imposed by the Code, and to have that amount contributed to the 401(k) Plan on your behalf. For purpose of the 401(k) Plan, “compensation” means your total taxable compensation that is reported on a Form W-2 and any amounts that would be included as “compensation” but for elective contributions made to a 401(k) plan, simplified employee pension, cafeteria plan, qualified transportation fringe benefit or tax-sheltered annuity. Your pre-tax deferrals are subject to certain restrictions imposed by the Code, and for 2018, you may defer up to $18,500 and you may defer an additional $6,000 if you qualify for catch-up contributions as described below. The compensation of each participant taken into account under the 401(k) Plan is limited by the Code, and for 2018 the limit is $275,000 (this limit may change on an annual basis). Canceling or changing your contribution percentage can be accomplished either over the telephone or over the internet at any time.8

~~If,~~The ~~after~~401(k) Plan ~~receiving~~includes an automatic salary deferral feature. If a ~~notice~~401(k) Plan ~~from~~participant meets the ~~Bank, you~~eligibility dorequirements but does not make ana ~~elective~~ deferral ~~contribution~~ election, ~~you~~6% of the participant’s Plan Compensation will be ~~deemed~~automatically todeferred ~~have~~as ~~made~~a anpre-tax ~~election~~deferral. toThe ~~defer~~automatic deferral amount will increase on May 1 each year by 1% of ~~your~~Plan ~~compensation.~~Compensation up to a maximum of 10% of Plan Compensation unless you designate otherwise under a ~~You~~salary deferral election. 401(k) Plan participants can ~~prevent~~complete ~~this~~a ~~automatic~~salary deferral ~~contribution~~agreement ~~election~~to ifelect ~~you~~an ~~turn~~alternate indeferral ~~the~~amount or ~~applicable~~to ~~form~~elect not to ~~prevent~~make ~~such~~elective ~~contributions~~deferrals to the 401(k) Plan.

~~Employer~~Roth ~~Matching Contributions~~Elective Deferrals. ~~Rhinebeck~~401(k) Plan participants ~~Bank~~may ~~currently~~elect ~~provides~~to ~~matching~~designate ~~contributions~~all ~~equal~~or toa ~~50%~~portion of ~~your~~their deferrals as Roth elective ~~deferral~~deferrals. ~~contributions,~~Roth elective deferrals do not reduce ~~provided,~~total ~~however~~taxable income or current taxes. Because taxes are paid on Roth elective deferrals when they are made, ~~that~~these nocontributions ~~matching~~will not ~~contribution~~be taxed later when received as a benefit and distributed as a qualified distribution. A distribution will be a qualified distribution if (i) the distribution is made on ~~any~~or after attaining age 59 1⁄2, on or after the date of ~~your~~death, or ~~elective~~as ~~deferral~~a ~~contributions~~result ~~that~~of ~~exceed~~becoming 6%disabled as defined by the Code; or (ii) the distribution is made after the end of the 5-taxable-year ~~compensation~~period beginning with the first taxable year in which the Roth elective deferral contribution is made to the 401(k) Plan.

~~Qualified Non~~Catch-~~Elective~~ up Contributions. If ~~you~~a ~~are~~participant has anmade ~~active~~the ~~participant~~maximum atamount ~~any~~of ~~time~~elective ~~during~~deferrals allowed by the 401(k) Plan ~~Year~~or other legal limits and has attained at least age 50 (or will reach age 50 prior to the end of the tax year, ~~Rhinebeck~~which ~~Bank~~is December 31), that participant is also ~~makes~~eligible ato ~~qualified~~make ~~non-elective~~an additional catch-up contribution. In 2025, the maximum catch-up contribution is generally $8,000, provided, that participants ages 60 to ~~you~~63 inas anof the ~~amount~~end ~~equal~~of the year are eligible to 3%make a maximum catch-up contribution of ~~your~~$11,250. ~~compensation~~A ~~for~~participant ~~the~~may authorize Rhinebeck Bank to withhold a specified dollar amount of your Plan ~~Year~~Compensation for this purpose.

~~Discretionary~~Matching Contributions. Rhinebeck Bank makes ~~may~~the ~~also~~following ~~make~~contributions: (1) a ~~discretionary~~safe harbor non-elective contribution equal to ~~the~~3% ~~401(k)~~of ~~Plan~~each ~~during~~participant’s ~~the~~eligible compensation ~~Plan~~and ~~Year.~~(2) a ~~Such~~matching ~~amount~~contribution isequal ~~allocated~~ to ~~the~~50% ~~active~~of ~~participants~~the ~~pro-rata~~amount ~~based~~of ~~each~~the participant’s ~~compensation~~elective ~~relative~~deferrals tomade during the ~~total~~payroll ~~compensation~~period ~~paid~~that todo ~~all participants~~not ~~during~~exceed 6% of the ~~Plan~~participant’s ~~Year~~eligible compensation for the payroll period.

~~Rollover~~Profit Sharing Contributions. Rhinebeck ~~You~~Bank ~~are~~may, ~~permitted~~in toits discretion, make ~~rollover~~profit sharing contributions to the ~~401(k)~~accounts ~~Plan~~of eligible participants from time to time on a nondiscriminatory basis. The amount of any profit-sharing contributions, if made, will be determined in the sole discretion of Rhinebeck Bank.

10Rollover Contributions. The 401(k) Plan may accept a rollover contribution from another tax-qualified plan or eligible individual retirement account made on behalf of an eligible employee. Any rollover contributions will be held in a rollover account for a participant. A participant will be 100% vested in his or her rollover contributions.

Limitations on Contributions

~~Limitations~~Contribution ~~on Employee Salary Deferrals~~Limits. For the ~~Plan~~tax ~~Year~~ year beginning January 1, ~~2018~~2026, the amount of ~~your~~a ~~before-tax~~participant’s ~~contributions~~elective deferrals may not exceed $1824,500 per calendar year. ~~Salary~~(not including ~~deferrals~~“catch-up” contributions). Contributions in excess of this limit are known as excess deferrals. If ~~you~~a ~~defer~~participant defers amounts in excess of this limitation, ~~your~~his or her gross income for federal income tax purposes will include the excess in the year of the deferral. In addition, unless the excess deferral is distributed before April 15 of the following year, it will be taxed again in the year distributed. Income on the excess deferral distributed by April 15 of the immediately succeeding year will be treated, for federal income tax purposes, as earned and received by ~~you~~the participant in the tax year in which the contribution is made.

~~Catch-up~~The ~~Contributions. If~~total ~~you have made the maximum~~ amount of ~~regular before-tax~~ contributions ~~allowed~~that bya ~~the~~participant makes, ~~401(k)~~and ~~Plan~~any orcontribution ~~other~~Rhinebeck ~~legal~~Bank ~~limits~~makes ~~and you~~to ~~have~~the ~~attained~~participant’s ataccount ~~least age 50~~ (orcombined ~~will~~with ~~reach~~the ~~age~~amounts 50allocated ~~prior~~ to the ~~end~~participants account ofin the ~~calendar~~Rhinebeck ~~year),~~Bank ~~you~~Employee ~~are~~Stock ~~also~~Ownership ~~eligible~~Plan) toin ~~make~~one ~~an additional~~year ~~catch-up~~is ~~contribution.~~limited ~~You may authorize your employer~~ to ~~withhold~~the alesser ~~specified~~of ~~dollar~~100% ~~amount~~ of ~~your~~the ~~compensation for~~participant’s ~~this~~Plan ~~purpose.~~Compensation ~~For~~or ~~2018~~$72,000 ~~the~~(for ~~maximum~~2026), not including catch-up ~~contribution is $6,000~~contributions.

Limit on Annual Additions. The total amount of contributions that you make and any contribution your employer makes on your behalf to your account in one year is limited to the lesser of 100% of your compensation or $55,000 (for 2018), or if applicable, $61,000 (for 2018) including catchS-~~up contributions.~~9

~~Benefits~~Rollovers. ~~Under~~Participants may make a rollover contribution of an eligible rollover distribution from any other qualified retirement plan or an individual retirement arrangement (IRA). These funds will be maintained in a separate rollover account in which the ~~Plan~~participant will have a nonforfeitable vested interest.

~~Vesting.~~Benefits ~~At all~~under ~~times, you have a fully vested, nonforfeitable interest in~~ the elective deferral contributions, qualified non-elective contributions, discretionary contributions and rollover contributions and any earnings related thereto. Your matching contributions, if any, vest in accordance with the following schedule:401(k) Plan

Completed Years of Employment	Vested Percentage
Less than 1		0	%
1 but less than 2		20	%
2 but less than 3		40	%
3 but less than 4		60	%
4 but less than 5		80	%
5 or more		100	%

Vesting. At all times, 401(k) Plan participants have a fully vested, nonforfeitable interest in their elective deferrals, including Roth elective deferrals, catch-up contributions, if any, and rollover contributions.

~~However,~~Employer aprofit ~~participant~~sharing ~~will~~and ~~become~~matching ~~100% vested in his or her~~contributions ~~employer~~allocated ~~contributions made~~ to ~~the~~participants’ ~~401(k)~~accounts ~~Plan~~will ~~upon~~vest, ~~the~~ratably, ~~earlier~~based ~~of: (1) attainment of the normal retirement age (the older of age 65 or your age~~ on the ~~date~~following ~~five~~ years ~~after your earliest entry date into the 401(k) Plan); (2) attainment~~ of ~~the early retirement date (age 60 with 5 years of~~ service~~); (3) disability; or (4) death.~~:

11Vesting Schedule Profit Sharing Contributions and Matching Contributions

Withdrawals and Distributions from the Plan

Period of Service	Vested Percentage
Less than 1 year	0	%
1 year	20	%
2 years	40	%
3 years	60	%
4 years	80	%
5 years or more	100	%

~~Applicable~~A ~~federal~~participant ~~law~~will ~~requires~~become 100% vested in his or her employer contributions made to the 401(k) Plan toupon ~~impose~~the ~~substantial~~earlier ~~restrictions~~of: on(1) attainment of the ~~right~~normal ofretirement aage ~~401~~(k)the older ~~Plan~~of ~~participant~~age to65 ~~withdraw~~or ~~amounts~~your ~~held~~age ~~for~~on ~~his~~the ordate ~~her~~five ~~benefit under~~years after the participant’s earliest entry date into the 401(k) Plan); ~~prior~~(2) attainment of to the ~~participant’s~~early ~~termination~~retirement ofdate ~~employment~~(age 60 with ~~the~~5 ~~employer~~years of service); (3) disability; or (4) death.

~~Withdrawals~~Distribution ~~Prior~~at to Termination of Employment. 401(k) Plan ~~You~~participants ~~may make~~will ~~voluntary~~be ~~withdrawals~~entitled to receive a distribution of ~~your~~the vested amounts in their account when their employment terminates for any reason. The 401(k) Plan ~~account~~will ~~balance~~make ~~attributable~~involuntary tocash-out ~~elective~~distributions ~~deferral~~of ~~contributions,~~vested ~~matching contributions~~account ~~and~~balances ~~qualified~~in ~~non-elective~~accordance with ~~contributions~~the ~~only~~401(k) Plan. inIf the ~~event~~participant ofis ~~attainment~~not ofa ~~age~~5% ~~59½.~~or ~~However,~~more ~~you~~owner ~~may~~of ~~withdrawal at~~his ~~any~~or ~~time~~her ~~any~~employer, ~~portion~~the ofrequired ~~your~~benefit ~~vested~~commencement ~~401(k)~~date is ~~Plan~~the ~~account~~April 1st ~~attributable~~following tothe ~~rollover~~close ~~contributions~~of ~~and~~the year in which the ~~event~~later ofoccurs: athe ~~financial~~participant attains age 73 or terminates ~~hardship~~employment.

~~Withdrawal~~Distribution ~~upon Termination~~after Death of ~~Employment~~Participant. In ~~You~~the ~~may~~event ~~make~~of ~~withdrawals~~death, ~~from~~the ~~your~~value ~~account~~of atthe ~~any~~participant’s ~~time~~entire ~~after~~account ~~you~~will ~~terminate~~be ~~employment.~~payable ~~You~~to ~~may~~the ~~also leave~~participant’s ~~your~~beneficiary ~~account~~in accordance with the 401(k) Plan ~~and defer commencement of receipt of your vested balance until April 1 of the calendar year following the calendar year in which you attain age 70½~~.

~~Withdrawal~~Form of ~~upon Disability~~Distribution. IfA ~~you~~participant’s benefit ~~are disabled in accordance with the definition of disability~~ under the 401(k) Plan, ~~you~~ will be ~~entitled to~~paid ~~the~~in ~~same~~a ~~withdrawal~~lump ~~rights as if you had terminated your employment~~sum.

Withdrawal upon Death. If you die while you are a participant in the 401(k) Plan, the value of your entire account will be payable to your beneficiary.

Form of Distribution. You benefit under the 401(k) Plan will be paid in a lump sum.

The 401(k) Plan allows participants to obtain loans from their accounts.

12S-10

Investment of Contributions and Account Balances

All amounts credited to ~~your~~a participant’s accounts under the 401(k) Plan are held in the 401(k) Plan trust (the “Trust”), which is administered by the trustee of ~~appointed~~the ~~by Rhinebeck Bank~~401(k) Plan. ~~Prior~~Before to the effective date of the stock offering, ~~you~~participants were provided the opportunity to direct the ~~investment~~ investments of ~~your~~their ~~account~~ accounts into one or more of the ~~following~~investment ~~funds~~options described below:

1. DFA US Large Cap Value I Fund 2. Vanguard 500 Index Admiral Fund 3. T. Rowe Price Blue Chip Growth I Fund 4. MidCap S&P 400 Index Separate Account-Z 5. Eaton Vance Atlanta Capital SMID Cap R6 Fund 6. Wells Fargo Special Small Cap Value R6 Fund 7. SmallCap S&P 600 Index Separate Account-Z 8. Janus Henderson Triton N Fund 9. Cohen & Steers Real Estate Securities Z Fund 10. American Century Emerging Markets R6 Fund 11. DFA International Value I Fund 12. DFA International Core Equity I Fund 13. Oppenheimer International Diversified Institutional Fund 14. Principal LifeTime Hybrid Income CIT Z 15. Principal LifeTime Hybrid 2010 CIT Z 16. Principal LifeTime Hybrid 2015 CIT Z 17. Principal LifeTime Hybrid 2020 CIT Z 18. Principal LifeTime Hybrid 2025CIT Z 19. Principal LifeTime Hybrid 2030 CIT Z 20. Principal LifeTime Hybrid 2035 CIT Z 21. Principal LifeTime Hybrid 2040 CIT Z 22. Principal LifeTime Hybrid 2045 CIT Z 23. Principal LifeTime Hybrid 2050 CIT Z 24. Principal LifeTime Hybrid 2055 CIT Z 25. Principal LifeTime Hybrid 2060 CIT Z 26. Principal LifeTime Hybrid 2065 CIT Z 27. Fixed Income Guaranteed Option 28. PIMCO Income Institutional Fund 29. Lord Abbett High Yield R6 Fund 30. Western Asset Core Plus Bond IS Fund 31. PIMCO GNMA Instl Fund

Investment Fund		Asset Class/Investment Fund Type
DFA US Large Cap Value I Fund		Large U.S. Equity
Vanguard 500 Index Admiral Fund		Large U.S. Equity
Vanguard Growth Index Admiral Fund		Large U.S. Equity
Vanguard Selected Value Investor Fund		Small/Mid U.S. Equity
Eaton Vance Atlanta Capital SMID Cap R6 Fund		Small/Mid U.S. Equity
MidCap S&P 400 Index Separate Account-Z		Small/Mid U.S. Equity
Allspring Special Small Cap Value R6 Fund		Small/Mid U.S. Equity
SmallCap S&P 600 Index Separate Account-Z		Small/Mid U.S. Equity
Janus Henderson Triton N Fund		Small/Mid U.S. Equity
Cohen & Steers Real Estate Securities Z Fund		Small/Mid U.S. Equity
American Funds New World R6 Fund		Global/International Equity
DFA International Value I Fund		Global/International Equity
DFA International Core Equity 2 I Fund		Global/International Equity
Fidelity Advisor International Growth Z Fund		Global/International Equity
Principal LifeTime Hybrid Income CIT Z		Balanced/Asset Allocation
Principal LifeTime Hybrid 2015 CIT Z		Balanced/Asset Allocation
Principal LifeTime Hybrid 2020 CIT Z		Balanced/Asset Allocation
Principal LifeTime Hybrid 2025 CIT Z		Balanced/Asset Allocation
Principal LifeTime Hybrid 2030 CIT Z		Balanced/Asset Allocation
Principal LifeTime Hybrid 2035 CIT Z		Balanced/Asset Allocation
Principal LifeTime Hybrid 2040 CIT Z		Balanced/Asset Allocation
Principal LifeTime Hybrid 2045 CIT Z		Balanced/Asset Allocation
Principal LifeTime Hybrid 2050 CIT Z		Balanced/Asset Allocation
Principal LifeTime Hybrid 2055 CIT Z		Balanced/Asset Allocation
Principal LifeTime Hybrid 2060 CIT Z		Balanced/Asset Allocation
Principal LifeTime Hybrid 2065 CIT Z		Balanced/Asset Allocation
Principal LifeTime Hybrid 2070 CIT Z		Balanced/Asset Allocation
PIMCO Income Institutional Fund		Fixed Income
American Funds American High-Income Trust R6 Fund		Fixed Income
John Hancock Bond R6 Fund		Fixed Income
Victory Government Securities R6 Fund		Fixed Income
Rhinebeck Bancorp Common Stock		Employer Security
Principal Fixed Income Guaranteed Option		Short-Term Fixed Income

13S-11

Performance History ~~and Description of Funds~~

The following table provides performance ~~data~~ data with respect to the investment funds ~~available~~in ~~under~~ the 401(k) Plan ~~through June 30, 2018~~:

Investment Option Name	1-Year			5-Year			10-Year				Since Incept			Incept Date
	Average Annual Total Return (as of December 31, 2025)
DFA US Large Cap Value I Fund		10.19			11.86			9.73				10.25		02/19/1993
Investment Option Name		1-Year		3-Year		5-Year			10-Year			Incept Date
Vanguard 500 Index Admiral Fund		14.34			13.38			10.16				6.10		11/13/2000
DFA US Large Cap Value I Fund		16.36	%	13.51	%	12.03	%		10.64	%		2/1993
T. Rowe Price Blue Chip Growth I Fund		28.00			18.84			13.06				18.72		12/17/2015
Vanguard 500 Index Admiral Fund		17.83	%	22.96	%	14.38	%		14.78	%		11/2000
Vanguard Selected Value Investor Fund		5.65			10.37			10.62				8.99		02/15/1996
Vanguard Growth Index Admiral Fund		19.43	%	32.48	%	14.62	%		17.44	%		11/2000
MidCap S&P 400 Index Separate Account-Z		13.40			12.58			10.67				10.17		08/31/1999
Vanguard Selected Value Investor Fund		10.98	%	14.24	%	12.01	%		10.43	%		2/1996
Eaton Vance Atlanta Capital SMID Capp R6		18.36			14.66			14.19				13.55		07/01/2014
Eaton Vance Atlanta Capital SMID Cap R6 Fund		(5.58	)%	6.99	%	6.45	%		10.43	%		7/2014
Wells Fargo Special Small Cap Value R6 Fund		13.71			13.51			10.73				11.27		10/31/2014
MidCap S&P 400 Index Separate Account-Z		7.44	%	12.49	%	9.05	%		10.64	%		8/1999
SmallCap S&P 600 Index Separate Account-Z		20.35			14.52			12.18				10.80		08/31/1999
Allspring Special Small Cap Value R6 Fund		(2.70	)%	7.44	%	6.59	%		8.44	%		10/2014
Janus Henderson Triton N Fund		22.91			15.98			14.49				16.98		05/31/2012
SmallCap S&P 600 Index Separate Account-Z		6.11	%	10.19	%	7.22	%		9.75	%		8/1999
Cohen & Steers Real Estate Securities Z Fund		4.73			10.53			9.65				10.95		10/01/2014
Janus Henderson Triton N Fund		9.80	%	11.68	%	2.68	%		9.70	%		5/2012
American Century Emerging Markets R6 Fund		11.11			7.80			2.28				7.42		07/26/2013
Cohen & Steers Real Estate Securities Z Fund		4.41	%	8.08	%	5.78	%		6.74	%		10/2014
DFA International Value I Fund		8.95			6.58			2.66				6.42		02/15/1994
American Funds New World R6 Fund		28.60	%	16.90	%	5.62	%		9.92	%		5/2009
DFA International Core Equity I Fund		8.66			8.08			4.27				5.52		09/15/2005
DFA International Value I Fund		45.21	%	22.27	%	15.93	%		10.33	%		2/1994
Oppenheimer International Diversified Institutional Fund		10.92			8.62			6.49				10.20		08/28/2012
DFA International Core Equity 2 I Fund		36.15	%	18.49	%	10.38	%		9.12	%		9/2005
Principal LifeTime Hybrid Income CIT Z		2.89			3.93			—				5.92		07/07/2009
Fidelity Advisor International Growth Z Fund		18.06	%	14.49	%	5.93	%		8.84	%		8/2013
Principal LifeTime Hybrid 2010 CIT Z		4.44			5.47			—				8.44		07/07/2009
Principal LifeTime Hybrid Income CIT Z		11.33	%	9.82	%	3.85	%		5.00	%		7/2009
Principal LifeTime Hybrid 2015 CIT Z		511.4732	%	9.98	~~6.29~~%	4.39	%	—	6.14	%		~~9.38~~7/2009		~~07/07/2009~~
Principal LifeTime Hybrid 2020 CIT Z		612.5917	%	10.92	~~7.15~~%	5.09	%	—	6.92	%		~~10.28~~7/2009		~~07/07/2009~~
Principal LifeTime Hybrid 2025 CIT Z		713.6018	%	11.92	~~7.89~~%	5.82	%	—	7.68	%		~~10.97~~7/2009		~~07/07/2009~~
Principal LifeTime Hybrid 2030 CIT Z		814.5247	%	13.30	~~8.57~~%	6.55	%	—	8.39	%		~~11.57~~7/2009		~~07/07/2009~~
Principal LifeTime Hybrid 2035 CIT Z		915.3167	%	14.62	~~9.16~~%	7.47	%	—	9.14	%		~~12.07~~7/2009		~~07/07/2009~~
Principal LifeTime Hybrid 2040 CIT Z		917.9427	%	16.34	~~9.62~~%	8.55	%	—	9.89	%		~~12.47~~7/2009		~~07/07/2009~~
Principal LifeTime Hybrid 2045 CIT Z		1018.4956	%	17.61	~~9.93~~%	9.38	%	—	10.45	%		~~12.84~~7/2009		~~07/07/2009~~
Principal LifeTime Hybrid 2050 CIT Z		1019.9664	%	18.60	~~10.23~~%	10.01	%	—	10.91	%		~~12.91~~7/2009		~~07/07/2009~~
Principal LifeTime Hybrid 2055 CIT Z		1119.2192	%	18.70	~~10.35~~%	10.18	%	—	11.04	%		~~13.08~~7/2009		~~07/07/2009~~
Principal LifeTime Hybrid 2060 CIT Z		1119.2687	%	18.67	—%	10.24	%	—	11.12	%		~~8.50~~1/2014		~~01/01/2014~~
Principal LifeTime Hybrid 2065 CIT Z		—19.89	%	18.66	—%	10.27	%	—	—			~~(0.30~~1/2018	)	~~01/01/2018~~
PIMCO Income Institutional Fund		2.48			5.91			9.26				8.52		03/30/2007
Principal LifeTime Hybrid 2070 CIT Z		19.74	%	—		—			—			6/2023
Lord Abbett High Yield R6 Fund		2.64			6.24			8.39				5.70		06/30/2015
PIMCO Income Institutional Fund		11.04	%	8.57	%	3.89	%		5.09	%		3/2007
Western Asset Core Plus Bond IS Fund		(0.43	)		3.81			6.12				6.38		08/04/2008
American Funds American High-Income Trust R6 Fund		8.65	%	10.32	%	5.88	%		7.04	%		5/2009
PIMCO GNMA Institutional Fund		(0.10	)		2.07			3.89				5.27		07/31/1997
John Hancock Bond R6 Fund		7.77	%	5.61	%	0.15	%		2.92	%		8/2011
Victory Government Securities R6 Fund		7.48	%	4.72	%	0.98	%		1.97	%		12/2016
Rhinebeck Bancorp Common Stock		24.30	%	9.68	%	7.05	%		—			11/2018

14Description of the Investment Funds

~~The~~Investors ~~following~~should iscarefully consider a ~~description~~mutual offund’s ~~each~~investment objectives, ofrisks, charges, and expenses before investing. A prospectus, or summary prospectus if available, containing this and other information can be obtained by contacting the 401(k) Plan~~’s investment~~ ~~funds:~~administrator. Read the prospectus carefully before investing.

~~DFA US Large Cap Value I Fund:~~ The ~~investment~~ ~~seeks~~following ~~long-term capital appreciation. The fund~~ is a ~~Feeder~~description ~~Portfolio and pursues its objective by investing substantially all~~ of ~~its~~each ~~assets in its corresponding master fund, the U.S. Large Cap Value Series (the “U.S. Large Cap Value Series”)~~ of the ~~DFA Investment Trust Company (the “Trust”), which has the same investment objective and policies as the U.S.~~ Large Cap Value Portfolio. As a non-fundamental policy, under normal circumstances, the U.S. Large Cap Value Series will invest at least 80% of its net assets in securities of large cap U.S. companies.funds:

~~Vanguard~~DFA ~~500~~US ~~Index~~Large ~~Admiral~~Cap Value I Fund: . The investment seeks ~~to track the performance of a benchmark index that measures the investment return of large~~long-~~capitalization~~term ~~stocks~~capital appreciation. The fund ~~employs~~is ana ~~indexing~~Feeder ~~investment~~Portfolio ~~approach~~and ~~designed~~pursues toits ~~track~~objective ~~the~~by ~~performance~~investing substantially all of ~~the~~its ~~Standard~~assets &in ~~Poor’s~~its ~~500~~corresponding ~~Index~~master fund, athe ~~widely~~U.S. ~~recognized~~Large ~~benchmark~~Cap ofValue Series (the "U.S. ~~stock~~Large ~~market~~Cap ~~performance~~Value ~~that~~Series") isof ~~dominated by~~ the ~~stocks~~DFA ofInvestment ~~large~~Trust ~~U.S.~~Company ~~companies.~~(the ~~The~~ ~~advisor~~"Trust"), ~~attempts~~which tohas ~~replicate~~ the ~~target~~same ~~index~~investment byobjective ~~investing~~and ~~all,~~policies oras ~~substantially~~the ~~all,~~U.S. ofLarge ~~its~~Cap ~~assets~~Value inPortfolio. ~~the~~As ~~stocks~~a ~~that make~~non-fundamental uppolicy, ~~the~~under ~~index~~normal circumstances, ~~holding~~the ~~each~~U.S. ~~stock~~Large inCap ~~approximately~~Value ~~the~~Series will ~~same~~invest ~~proportion~~at asleast 80% of its ~~weighting~~net assets in ~~the~~securities ~~index~~of large cap U.S. companies.

T.Vanguard ~~Rowe~~500 ~~Price~~Index ~~Blue~~Admiral ~~Chip Growth I~~ Fund: . The investment seeks ~~long-term~~to ~~capital~~track the ~~growth;~~performance ~~income~~of isthe aStandard & ~~secondary~~Poor's ~~objective~~500 Index that measures the investment return of large-capitalization stocks. The fund employs ~~will~~an ~~normally~~indexing ~~invest~~investment atapproach ~~least~~designed ~~80%~~to track the performance of ~~its~~the Standard & Poor's 500 Index, a widely recognized ~~net~~benchmark ~~assets~~of ~~(including~~U.S. ~~any~~stock ~~borrowings~~market ~~for~~performance ~~investment~~that ~~purposes)~~is indominated by the ~~common~~ stocks of large ~~and~~U.S. ~~medium-sized~~companies. ~~blue~~The ~~chip~~advisor ~~growth~~attempts ~~companies.~~to replicate Itthe ~~focuses~~target onindex ~~companies~~by ~~with~~investing ~~leading market positions~~all, ~~seasoned~~or ~~management~~substantially all, ~~and~~of ~~strong~~its ~~financial~~assets ~~fundamentals.~~in ~~The~~the ~~fund~~stocks ~~may~~that ~~sell securities~~make ~~for~~up athe ~~variety~~index, ofholding ~~reasons,~~each ~~such~~stock asin toapproximately the ~~secure~~same ~~gains,~~proportion ~~limit~~as ~~losses,~~its orweighting ~~redeploy~~in ~~assets~~the ~~into~~index. ~~more~~The ~~promising~~fund ~~opportunities~~is non-diversified.

~~MidCap~~ S~~&P 400 Index Separate Account~~-Z: The investment option normally invests the majority of assets in common stocks of companies that compose the S&P MidCap 400 Index. Management attempts to mirror the investment performance of the index by allocating assets in approximately the same weightings as the S&P MidCap 400 Index. Over the long-term, management seeks a very close correlation between the performance of the Separate Account before expenses and that of the S&P MidCap 400 Index.12

~~Eaton~~Vanguard ~~Vance~~Growth ~~Atlanta~~Index ~~Capital~~Admiral ~~SMID Cap R6~~ Fund:. The investment seeks ~~long-term~~to track ~~capital~~the ~~growth.~~performance ~~Under~~of ~~normal~~the ~~circumstances,~~CRSP ~~the~~US ~~fund~~Large ~~invests~~Cap atGrowth ~~least~~Index ~~80%~~that measures the investment return of ~~its~~large-capitalization ~~net~~growth stocks. ~~assets~~The ~~(plus~~fund ~~any~~employs ~~borrowings~~an ~~for~~indexing investment ~~purposes)~~approach indesigned ~~small-~~ to ~~mid-cap~~track ~~stocks~~the (performance of the ~~“80%~~index, ~~Policy”).~~a ~~The~~broadly ~~portfolio~~diversified index predominantly ~~managers~~made ~~generally~~up ~~consider~~of ~~small-~~growth tostocks ~~mid-cap~~of large U.S. companies. The advisor attempts to bereplicate ~~those~~the ~~companies~~target ~~having~~index ~~market~~by ~~capitalizations~~investing ~~within~~all, ~~the~~or ~~range~~substantially all, of ~~companies~~ ~~comprising~~its assets in the ~~Russell~~stocks ~~2500~~that TMmake ~~Index~~up the index, holding each stock in approximately the same proportion as its weighting in the index.

~~Wells~~Vanguard ~~Fargo~~Selected ~~Special Small Cap~~ Value R6 Investor Fund:. The investment seeks long-term capital appreciation. ~~Under~~and ~~normal~~income. ~~circumstances,~~The ~~the~~ fund invests: atmainly ~~least~~in ~~80%~~the stocks of ~~the~~ ~~fund’s~~mid-size ~~net~~U.S. ~~assets~~companies, inchoosing ~~equity~~stocks ~~securities~~considered by ofan ~~small-capitalization~~advisor ~~companies~~to be undervalued. ItUndervalued ~~invests~~stocks ~~principally~~are ingenerally ~~equity~~those ~~securities~~ that are out of ~~small-capitalization~~favor ~~companies,~~with ~~which~~investors and are trading at prices that the ~~managers~~advisor ~~define~~believes asare ~~companies~~below ~~with~~average ~~market~~in ~~capitalizations~~relation ~~within~~to ~~the~~measures ~~range~~such ofas ~~the~~earnings ~~Russell~~and book value. These stocks often have above-average ~~2000(R)~~dividend ~~Index~~yields. atIt ~~the~~uses ~~time~~multiple ofinvestment ~~purchase~~advisors.

15Eaton Vance Atlanta Capital SMID Cap R6 Fund. The investment seeks long-term capital growth. Under normal circumstances, the fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in small- to mid-cap stocks (the "80% Policy"). The portfolio managers generally consider small- to mid-cap companies to be those companies having market capitalizations within the range of companies comprising the Russell 2500(TM) Index.

~~SmallCap~~MidCap S&P ~~600~~400 Index Separate Account~~-Z:~~. The investment ~~seeks long-term growth of capital and~~ option normally invests the majority of assets in common stocks of companies that compose the S&P ~~SmallCap~~MidCap ~~600~~400 Index. Management attempts to mirror the investment performance of the index by allocating assets in approximately the same weightings as the S&P ~~600~~MidCap 400 Index. Over the long-term, management seeks a very close correlation between the performance of the Separate Account before expenses and that of the S&P ~~600~~MidCap 400 Index.

~~Janus~~Allspring ~~Henderson~~Special ~~Triton~~Small NCap Value R6 Fund:. The investment seeks long-term ~~growth of~~ capital appreciation. ~~The~~Under ~~fund~~normal ~~pursues~~circumstances, ~~its~~the ~~investment~~fund ~~objective~~invests: byat ~~investing~~least ~~primarily~~80% inof ~~common~~the ~~stocks selected~~fund's ~~for~~net ~~their~~assets ~~growth~~in ~~potential.~~equity Insecurities of ~~pursuing~~small-capitalization ~~that~~companies. ~~objective,~~It it invests principally in equity securities of small-capitalization ~~and medium-sized~~ companies~~. Generally~~, ~~small-~~which ~~and~~the ~~medium-sized~~managers define as companies ~~have~~with a market ~~capitalization~~capitalizations ofwithin ~~less~~the ~~than~~range ~~$10~~of ~~billion.~~the ~~Market~~Russell ~~capitalization~~2000(R) Index isat ~~a commonly used measure of~~ the ~~size~~time ~~and value~~ of ~~a company~~purchase. ~~The fund may also invest in foreign securities, which may include investments in emerging markets.~~

~~Cohen~~SmallCap S&P ~~Steers~~600 ~~Real~~Index ~~Estate~~Separate ~~Securities Z~~Account. ~~Fund:~~ The investment seeks ~~total~~long-term ~~return~~growth ~~through~~of ~~investment~~capital inand ~~real~~normally ~~estate securities. The fund~~ invests atthe ~~least~~majority ~~80%~~ of ~~its total~~ assets in ~~income-producing~~ common stocks ~~and~~of ~~other equity securities issued by real estate~~ companies, ~~such~~that ascompose ~~real~~the ~~estate~~S&P ~~investment~~SmallCap ~~trusts~~600 ~~(“REITs”)~~Index. ItManagement ~~may~~attempts ~~invest up~~ to ~~20%~~mirror ofthe ~~its~~investment ~~total~~performance ~~assets in securities~~ of ~~foreign~~the ~~issuers~~index ~~(including emerging~~by ~~market~~allocating ~~issuers)~~assets ~~which~~in ~~meet~~approximately the same weightings ~~criteria~~as ~~for~~the ~~investment~~S&P as600 ~~domestic~~Index. ~~companies,~~Over ~~including~~the ~~investments~~long-term, inmanagement ~~such~~seeks ~~companies in~~a ~~the~~very ~~form~~close ofcorrelation ~~American~~between ~~Depositary~~the ~~Receipts~~performance ~~(“ADRs”),~~of ~~Global~~the ~~Depositary~~Separate Account ~~Receipts~~before ~~(“GDRs”)~~expenses and ~~European Depositary~~that ~~Receipts~~of ~~(“EDRs”).~~the ~~The~~S&P ~~fund~~600 ~~is non-diversified~~Index.

~~American~~Janus ~~Century~~Henderson ~~Emerging~~Triton ~~Markets~~N R6 Fund:. The investment seeks ~~capital~~ long-term growth of capital. The fund ~~invests~~pursues its investment objective by investing at least 8050% of its ~~net~~equity assets in ~~equity~~small- ~~securities~~and ofmedium-sized companies. It may also invest in larger companies with strong growth potential. Small- and medium-sized companies are defined by the ~~located~~portfolio inmanagers ~~emerging~~as those companies whose market ~~countries.~~capitalization Itfalls ~~generally~~within ~~invests~~the range of companies in ~~equity~~the ~~securities~~Russell ~~denominated~~2500(R) Growth Index inat ~~foreign~~the ~~currencies~~time of initial purchase. The fund~~’s manager~~ ~~considers~~may analso ~~emerging~~invest ~~market~~in ~~country~~foreign tosecurities, bewhich ~~any~~may ~~country~~include ~~other~~investments ~~than~~in aemerging ~~developed country~~markets.

~~DFA~~Cohen & ~~International~~Steers ~~Value~~Real IEstate Securities Z Fund~~: The~~. The investment seeks ~~long-term~~total ~~capital~~return ~~appreciation.~~through ~~The~~investment ~~DFA~~in ~~International~~real ~~Value~~estate ~~Portfolio~~securities. isThe afund ~~Feeder~~invests ~~Portfolio~~at ~~and~~least ~~pursues~~80% of its ~~objective~~ bytotal ~~investing~~assets ~~substantially~~in ~~all~~income-producing common ofstocks ~~its~~and ~~assets~~other inequity ~~its~~securities ~~corresponding~~issued ~~master~~by ~~fund~~real estate companies, ~~the~~such ~~DFA~~as ~~International~~real ~~Value~~estate ~~Series~~investment trusts (~~the~~"REITs"). It ~~“International~~may ~~Value~~invest ~~Series”~~up orto ~~“master~~20% ~~fund”)~~ of ~~the~~its ~~DFA~~total ~~Investment~~assets ~~Trust~~in ~~Company~~securities of foreign issuers (~~the~~including ~~“Trust”~~emerging market issuers), which ~~has~~meet the same criteria for investment ~~objective~~as ~~and~~domestic ~~policies~~companies, asincluding ~~the~~investments ~~Portfolio.~~in ~~The~~such ~~advisor~~companies ~~intends~~in tothe ~~purchase~~form ~~securities~~ of ~~large~~American ~~companies~~Depositary Receipts ("ADRs"), ~~associated~~Global ~~with~~Depositary ~~developed~~Receipts ~~market~~("GDRs") ~~countries~~and ~~that~~European ~~the~~Depositary ~~Advisor~~Receipts ~~has~~("EDRs"). ~~designated~~The asfund ~~approved~~is ~~markets~~non-diversified.

~~DFA~~American ~~International~~Funds ~~Core~~New ~~Equity~~World IR6 Fund: . The investment seeks long-term capital appreciation. The fund ~~purchases~~invests aprimarily ~~broad~~in ~~and~~common ~~diverse~~stocks ~~group~~ of ~~securities of non-U.S.~~ companies in ~~developed markets~~ with asignificant ~~greater~~exposure ~~emphasis~~to ondeveloping ~~small~~countries. ~~capitalization,~~The securities ~~value~~markets ~~and~~of ~~high~~these ~~profitability~~countries ~~companies~~may asbe ~~compared~~referred to ~~their representation~~as inemerging ~~the~~markets ~~International~~or ~~Universe~~frontier markets. AsUnder anormal ~~non-fundamental~~market ~~policy~~conditions, ~~under~~the fund ~~normal~~invests ~~circumstances, it will invest~~ at least 80 35% of its ~~net~~ assets in equity and debt securities of issuers domiciled in qualified developing countries.

Oppenheimer International Diversified Institutional Fund: The investment seeks capital appreciation. The fund is a special type of mutual fund known as a “fund of funds” because it primarily invests in other mutual funds. It will typically invest in a minimum of three of the underlying funds and will not invest more than 50% of its net assets in any single underlying fund. Certain underlying funds may invest 100% of their assets in securities of foreign companies. Some underlying funds may invest in emerging or developing markets as well as in developed markets throughout the world.S-13

16DFA International Value I Fund. The investment seeks long-term capital appreciation. The Portfolio is a feeder portfolio and pursues its objective by investing substantially all of its assets in its corresponding master fund, the DFA International Value Series (the "DFA International Value Series" or the "Series") of the DFA Investment Trust Company (the "Trust"), which has the same investment objective and policies as the portfolio. The advisor intends to purchase securities of large companies associated with developed market countries that the advisor has designated as approved markets.

~~Principal~~DFA ~~LifeTime~~International ~~Hybrid~~Core ~~Income~~Equity ~~CIT Z:~~2 I Fund. The investment ~~option~~ seeks long-term ~~current income and, as a secondary objective,~~ capital appreciation. ToThe ~~pursue~~fund ~~its~~purchases ~~goal,~~a ~~this Target~~broad ~~Date~~and ~~Fund~~diverse ~~generally~~group ~~invests~~of insecurities ~~affiliated~~of ~~and~~non-U.S. ~~may~~companies ~~invest~~ in ~~nonaffiliated~~developed ~~open-ended~~markets. As ~~mutual~~a ~~funds~~non-fundamental policy, ~~insurance~~under ~~company~~normal ~~separate accounts~~circumstances, ~~and~~it ~~collective~~will ~~trust~~invest ~~funds~~at ~~that~~least ~~Principal~~80% ~~Trust~~of ~~considers~~its ~~appropriate~~net ~~based~~assets onin ~~investors~~equity ~~who~~securities. ~~have~~The ~~reached~~fund may ~~their~~lend ~~investment time~~its ~~horizon~~portfolio securities to generate additional income.

~~Principal~~Fidelity ~~LifeTime~~Advisor ~~Hybrid~~International ~~2010,~~Growth ~~2015, 2020,~~Z ~~2025,~~Fund. ~~2030,~~The ~~2035,~~investment seeks ~~2040,~~long-term ~~2045,~~growth ~~2050~~of ~~and~~capital. ~~2055~~The ~~CIT~~fund Zinvests ~~Funds:~~primarily ~~These~~in ~~investment~~non-U.S. ~~options~~securities, ~~seek~~including asecurities ~~total~~of ~~return~~issuers ~~consisting~~located ofin ~~long-term~~emerging ~~growth~~markets. ofIt ~~capital~~invests ~~and~~primarily ~~current~~in ~~income~~common stocks. ToThe ~~pursue~~fund ~~its~~invests ~~goal,~~in ~~each~~companies ~~Target~~that ~~Date~~Fidelity ~~Fund~~Management & ~~generally~~Research ~~invest~~Company inLLC (FMR) ~~affiliated~~believes ~~open~~have above-~~ended~~average ~~mutual funds,~~growth ~~insurance~~potential ~~company~~(stocks ~~separate~~of ~~accounts,~~these ~~unaffiliated~~companies ~~mutual~~are ~~funds,~~often called "growth" stocks). The advisor allocates investments across countries and ~~unaffiliated~~regions. ~~collective~~The ~~trust~~advisor ~~funds~~uses ~~that~~fundamental ~~Principal~~analysis ~~Trust~~of factors such as each issuer's financial ~~considers~~condition ~~appropriate~~and ~~based~~industry onposition, ~~the~~as ~~remaining~~well ~~time~~as ~~horizon~~market ofand aeconomic ~~particular~~conditions, ~~Target~~to ~~Date~~select ~~Fund~~investments.

Principal LifeTime Hybrid ~~2060~~Income CIT. Z: The investment option seeks ~~a total return consisting of long-term growth of capital and~~ current income ~~consistent~~and, ~~with~~as ~~the investment~~a ~~strategy~~secondary ofobjective, ancapital ~~investor who expects to retire in the year identified in each respective CIT’s name~~appreciation. To pursue its goal, this Target Date ~~CIT~~Fund generally invests in affiliated and may invest in ~~other~~nonaffiliated open-ended mutual funds, insurance company separate accounts, and collective trust funds that ~~PGI~~Principal Trust ~~Company~~ considers appropriate based on ~~the~~investors ~~remaining~~who ~~time~~have ~~horizon~~reached oftheir ainvestment ~~particular CIT and the expected risk tolerance of those investors associated with that~~ time horizon. Over time, Principal Global Investors Trust Company intends to gradually shift the asset allocation targets of each CIT (other than the Principal LifeTime Hybrid Income CIT) to accommodate investors progressing from asset accumulation years to income generation years. It is expected that within 15 years after its target year, a CIT’s underlying fund allocation will match that of the Principal LifeTime Hybrid Income CIT.

Principal LifeTime Hybrid ~~2065~~ CIT ~~Z: The~~– Target Date Fund. The investment option seeks a total return consisting of long-term growth of capital and current income ~~consistent with the investment strategy of an investor who expects to retire in the year identified in each respective CIT’s name~~. To pursue its goal, this Target Date ~~CIT~~Fund generally invests in ~~other~~affiliated open-ended mutual funds, insurance company separate accounts, unaffiliated mutual funds, and unaffiliated collective trust funds that ~~PGI~~Principal Trust ~~Company~~ considers appropriate based on the remaining time horizon of a particular ~~CIT and the expected~~Target ~~risk~~Date ~~tolerance of those investors associated with that time horizon~~Fund. Over time, Principal Global Investors Trust Company intends to gradually shift the asset allocation targets of each CIT (other than the Principal LifeTime Hybrid Income CIT) to accommodate investors progressing from asset accumulation years to income generation years. It is expected that within 15 years after its target year, a CIT’s underlying fund allocation will match that of the Principal LifeTime Hybrid Income CIT.

~~Fixed~~PIMCO Income ~~Guaranteed~~Institutional ~~Option:~~Fund. The investment seeks to maximize ~~This~~current ~~group~~income; ~~annuity~~long-term ~~contract~~capital appreciation is a ~~guarantee,~~secondary ~~backed~~objective. byThe ~~the~~fund ~~assets~~invests inat ~~the~~least ~~multi-billion~~65% ~~dollar~~of ~~general~~its ~~account~~total ofassets ~~Principal~~in ~~Life~~a multi-sector ~~Insurance~~portfolio ~~Company~~of ~~(Principal~~Fixed ~~Life).~~Income ~~The~~Instruments ~~contract~~of ~~makes~~varying ~~benefit~~maturities, ~~payments~~which atmay ~~book~~be ~~value~~represented ~~(i.e.,~~by noforwards ~~market~~or ~~value~~derivatives ~~adjustments~~such oras ~~surrender~~options, futures ~~charge~~contracts ~~adjustments)~~or ~~for~~swap ~~plan~~agreements. ~~benefit~~It ~~events.~~may Aninvest ~~employer-level~~up ~~surrender~~to 50% of ~~the~~its ~~plan’s~~total ~~interest~~assets orin ~~initiated~~high ~~transfer~~yield ~~will be~~securities ~~subject~~rated tobelow ~~either~~investment agrade ~~12-month~~by ~~irrevocable~~Moody’s, S&P ~~advance~~or ~~notice~~Fitch, or aif ~~5% surrender charge~~unrated, ~~whichever~~as ~~the~~determined ~~employer~~by ~~chooses~~PIMCO.

17American Funds American High-Income Trust R6 Fund. The investment seeks to provide a high level of current income; the secondary investment objective is capital appreciation. The fund invests primarily in higher yielding and generally lower quality debt securities (rated Ba1 / BB+ or below by Nationally Recognized Statistical Rating Organizations or unrated but determined by the fund’s investment adviser to be of equivalent quality), including corporate loan obligations. It may also invest a portion of its assets in securities tied economically to countries outside the United States.

~~PIMCO~~John ~~Income~~Hancock ~~Institutional~~Bond R6 Fund: . The investment seeks toa ~~maximize~~high level of current income; ~~long-term~~consistent ~~capital~~with ~~appreciation~~prudent isinvestment ~~a secondary objective~~risk. The fund invests at least 65 80% of its ~~total~~net assets (plus any borrowings for investment purposes) in a ~~multi-sector~~diversified portfolio of ~~Fixed~~bonds. ~~Income~~The ~~Instruments~~advisor ofcontemplates ~~varying~~that ~~maturities,~~at ~~which~~least ~~may~~75% beof ~~represented by~~its ~~forwards~~net orassets ~~derivatives~~will ~~such~~be asin ~~options,~~investment-grade debt ~~futures~~securities ~~contracts~~and orcash ~~swap~~and ~~agreements~~cash equivalents. It ~~may~~will not invest upmore tothan 5010% of its total assets in ~~high~~ ~~yield~~ securities ~~rated~~denominated ~~below~~in ~~investment~~foreign currencies. ~~grade~~Under bynormal ~~Moody’s~~market conditions, ~~S&P~~the oradvisor ~~Fitch,~~does ornot ifanticipate ~~unrated,~~investing asmore ~~determined~~than by25% ~~PIMCO~~of its total assets in U.S. dollar-denominated foreign securities.

~~Lord~~Victory ~~Abbett~~Government ~~High~~Securities ~~Yield~~ R6 Fund:. The investment seeks a high level of current income ~~and~~consistent ~~the~~with ~~opportunity~~preservation ~~for~~of ~~capital appreciation to produce a high total return~~principal. The fund normally ~~pursues~~ ~~its~~invests ~~investment objective by investing~~ at least 80% of its ~~net~~ assets, ~~plus~~in ~~the amount of any borrowings for investment~~government ~~purposes~~securities, inU.S. ~~lower-rated~~Treasury ~~debt~~bills, ~~securities~~notes, ~~including~~and ~~corporate~~bonds; ~~debt~~Treasury ~~securities~~Inflation ~~and~~Protected ~~securities~~Securities ~~that~~(TIPS); ~~are~~mortgage-backed ~~convertible~~securities ~~into~~(MBS) ~~common stock~~backed orby ~~have~~the ~~warrants~~Government toNational ~~purchase~~Mortgage ~~common~~Association, ~~stock.~~the ItFederal ~~may~~National ~~invest~~Mortgage upAssociation, toand ~~20%~~the ofFederal ~~its~~Home ~~net~~Loan ~~assets~~Mortgage inCorporation; U.S. ~~foreign~~government ~~securities~~agency ~~(including~~collateralized ~~emerging market~~mortgage obligations; securities ~~and~~issued ~~American~~by ~~Depository Receipts (“ADRs”))~~U.S. ~~The~~government ~~fund~~agencies ~~may~~and ~~invest~~instrumentalities; upand repurchase toagreements ~~20%~~collateralized ofby ~~its~~such ~~net assets in municipal securities~~investments.

Western Asset Core Plus Bond IS Fund: The investment seeks to maximize total return, consistent with prudent investment management and liquidity needs. The fund invests in a portfolio of fixed income securities of various maturities and, under normal market conditions, will invest at least 80% of its net assets in debt and fixed income securities. Although the fund may invest in securities of any maturity, it will normally maintain a dollar-weighted average effective duration within 30% of the average duration of the domestic bond market as a whole as estimated by the fund’s sub advisers. The fund may invest up to 20% of its total assets in non-U.S~~. dollar denominated securities.~~-14

~~PIMCO~~Rhinebeck ~~GNMA~~Bancorp, Inc. ~~Instl~~Stock Fund: ~~The~~(Existing ~~investment~~Employer Stock ~~seeks~~Fund). ~~maximum~~The ~~total~~Rhinebeck ~~return~~Bancorp, Inc. ~~consistent~~Stock ~~with~~Fund ~~preservation~~consists primarily of ~~capital~~common ~~and~~stock ~~prudent~~of ~~investment~~Rhinebeck ~~management~~Bancorp. ~~The~~This fund ~~normally~~was ~~invests~~made available atto ~~least~~401(k) Plan ~~80%~~participants ofin ~~its~~connection ~~assets~~with inthe amutual ~~diversified~~holding ~~portfolio~~company ofreorganization ~~securities~~and ofminority ~~varying~~stock ~~maturities~~offering ~~issued~~completed byin 2019. Participants were allowed the ~~Government~~opportunity ~~National~~to ~~Mortgage Association~~invest up to 50% of their 401(~~“GNMA”~~k), Plan ~~which~~account ~~may~~balances bein ~~represented~~the byRhinebeck ~~forwards~~Bancorp, Inc. Stock orFund. ~~derivatives~~Investments ~~such~~in asthe ~~options~~Rhinebeck Bancorp, Inc. ~~futures~~Stock ~~contracts~~Fund orinvolve ~~swap~~special risks common to investments in the shares of common ~~agreements~~stock of Rhinebeck Bancorp. ItShares ~~may~~of ~~invest~~Rhinebeck Bancorp that were held in the Rhinebeck Bancorp, Inc. ~~without~~Stock ~~limitation~~Fund before the conversion and offering will be converted into new shares of common stock of Rhinebeck Bancorp, in ~~derivative~~accordance ~~instruments,~~with ~~such~~the exchange ratio. As soon as practicable ~~options,~~after ~~futures~~the ~~contracts~~closing orof ~~swap~~the ~~agreements~~stock offering, or inthe ~~mortgage-~~current orRhinebeck ~~asset-backed~~Bancorp, Inc. ~~securities~~Stock Fund will be merged into the new Rhinebeck Bancorp, Inc. Stock Fund.

~~Investors~~Rhinebeck ~~should carefully consider a mutual fund's investment objectives~~Bancorp, ~~risks, charges, and expenses prior to investing~~ Inc. AStock ~~prospectus,~~Fund or(New ~~summary~~Employer ~~prospectus~~Stock if available, containing this and other information can be obtained by contacting a financial professional, visiting principal.com, or calling Principal Financial Group at 1-800-547-7754. Read the prospectus carefully before investing.Fund)

~~Before~~In ~~directing~~connection ~~retirement~~with ~~funds~~the conversion, 401(k) Plan participants may, in the manner described earlier, elect to direct the trustee to invest all or a ~~separate~~portion ~~account,~~of ~~investors~~their ~~should~~401(k) Plan ~~carefully~~accounts (other ~~consider~~than amounts invested in the ~~investment~~existing ~~objectives,~~Rhinebeck ~~risks~~Bancorp, Inc. ~~charges,~~Stock ~~and~~Fund) ~~expenses~~in Rhinebeck Bancorp common stock in the offering. Shares of Rhinebeck Bancorp common stock purchased in the ~~separate~~offering with 401(k) Plan funds will be held within the 401(k) Plan ~~account~~by asthe ~~well~~Rhinebeck asBancorp, Inc. ~~their~~Stock ~~individual~~Fund. ~~risk~~The ~~tolerance~~Rhinebeck Bancorp, Inc. ~~time~~Stock ~~horizon~~Fund ~~and~~is ~~goals~~neither a mutual fund nor a diversified or managed investment option. ~~For~~Rather ~~additional~~it ~~information,~~is ~~contact~~merely ~~Principal~~a ~~Financial~~recordkeeping mechanism established by the 401(k) Plan custodian to track the ~~Group~~shares atpurchased ~~1-800-547-7754~~by participants through the 401(k) Plan.

18Performance of the Rhinebeck Bancorp, Inc. Stock Fund depends on a number of factors, including the financial condition of Rhinebeck Bancorp, Inc., Rhinebeck Bank and market conditions for shares of Rhinebeck Bancorp, Inc. common stock generally.

~~Rhinebeck~~Investments ~~Bancorp~~in ~~Common~~the ~~Stock:~~Rhinebeck InBancorp, Inc. ~~connection~~Stock ~~with~~Fund ~~the~~involve ~~stock~~special ~~offering,~~risks ~~you~~common ~~may,~~to investments in the ~~manner~~shares ~~described~~of ~~earlier,~~common ~~elect~~stock of Rhinebeck Bancorp. In making a decision to invest all or a ~~portion~~part of your ~~401(k) Plan~~ account balance in the Rhinebeck Bancorp, Inc. ~~Common~~ Stock asFund, ayou ~~one~~should carefully consider the information set forth on page S-~~time~~17 ~~special~~of ~~election.~~this ~~Your~~prospectus ~~purchased~~supplement ~~shares~~under ~~will~~“Notice beof ~~held~~Your ~~within~~Rights ~~the~~Concerning ~~401(k) Plan~~Employer bySecurities ~~the~~— ~~Rhinebeck~~The Importance ~~Bancorp~~of ~~Stock~~Diversifying ~~Fund~~Your Retirement Savings.”

AsAn ofinvestment ~~the~~in ~~date~~any of ~~this~~the ~~prospectus~~funds ~~supplement, there~~listed above is nonot ~~established~~a ~~market~~deposit of ~~for~~a ~~Rhinebeck~~bank ~~Bancorp~~and ~~Common Stock. Accordingly, there~~ is nonot ~~record~~insured ofor ~~the~~guaranteed ~~historical~~by ~~performance of~~ the ~~Rhinebeck~~Federal ~~Bancorp~~Deposit ~~Stock~~Insurance ~~Fund.~~Corporation ~~Performance~~or ofany ~~the~~other ~~Rhinebeck~~government ~~Bancorp~~agency. ~~Stock~~As ~~Fund~~with ~~depends~~any onmutual fund aor ~~number~~other ~~of factors~~investment, ~~including the~~there ~~financial~~is ~~condition~~always ~~and~~a ~~profitability~~risk ofthat ~~Rhinebeck~~you ~~Bancorp~~may ~~and~~lose ~~Rhinebeck~~money ~~Bank~~on ~~and~~your ~~market~~investment ~~conditions~~in ~~for~~any ~~shares~~ of ~~Rhinebeck Bancorp~~the ~~Common~~funds ~~Stock~~listed ~~generally~~above.

~~Investment in Rhinebeck Bancorp Common Stock involves special risks common to investments in the shares of Rhinebeck Bancorp Common Stock.~~ For a discussion of material risks you should consider, see “Risk Factors” ~~section~~of this prospectus supplement, “Risk Factors” beginning on page 17 of the ~~accompanying~~attached prospectus , and the section of ~~the~~this prospectus supplement called “Notice of Your Rights Concerning Employer Securities” ~~(see~~ below).

AnBefore ~~investment~~directing inretirement ~~any~~funds ofto ~~the investment~~a ~~options~~separate ~~listed~~account, ~~above~~investors should iscarefully ~~not~~consider athe ~~deposit~~investment ofobjectives, arisks, ~~bank~~charges, and isexpenses ~~not~~of ~~insured~~the orseparate ~~guaranteed~~account byas ~~the~~well ~~Federal~~as ~~Deposit~~their ~~Insurance Corporation~~individual orrisk ~~any~~tolerance, ~~other~~time ~~government~~horizon ~~agency~~and goals. AsFor ~~with~~additional ~~any mutual fund or stock investment~~information, ~~there~~contact ~~is always a risk that you may lose money on your investment in any of~~ the ~~investment~~401(k) Plan ~~options listed above~~administrator.

Administration of the 401(k) Plan

The Trustee and Custodian. The ~~trustee and~~ custodian of the 401(k) Plan is Principal Trust Company. Principal Trust Company also serves as trustee for all the ~~investments~~investment funds under ~~the 401(k) Plan, except that the Benefits Committee of Rhinebeck Bank will serve trustee of~~ the 401(k) Plan ~~during the 401(k) Plan Purchase Period with respect to the purchase of Rhinebeck Bancorp Common Stock in the stock offering~~.

Plan Administrator. Pursuant to the terms ~~The~~of the 401(k) Plan, the 401(k) Plan is administered by the ~~Benefits~~401(k) Plan ~~Committee of Rhinebeck Bank~~administrator. The address of the 401(k) Plan administrator is Rhinebeck Bank, 2 Jefferson Plaza, Poughkeepsie, New York 12601~~, telephone number (845) 454-8555~~. The 401(k) Plan administrator is responsible ~~for~~ for the administration of the 401(k) Plan, interpretation of the provisions of the 401(k) Plan, prescribing procedures for filing applications for benefits, preparation and distribution of information explaining the 401(k) Plan, maintenance of ~~401(k)~~plan ~~Plan~~ records, books of account and all other data necessary for the proper administration of the 401(k) Plan, preparation and filing of all returns and reports relating to the 401(k) Plan which are required to be filed with the U.S. Department of Labor and the Internal Revenue Service, and for all disclosures required to be made to participants, beneficiaries and others under Sections 104 and 105 of ERISA.

19S-15

Reports to 401(k) Plan Participants. The 401(k) Plan administrator will furnish ~~you~~ a statement to 401(k) Plan participants at least quarterly showing the balance in ~~your~~their ~~account~~accounts as of the end of that period, the amount of contributions allocated to ~~your~~their ~~account~~accounts for that period, and any adjustments to ~~your~~their ~~account~~accounts to reflect earnings or losses (if any). In addition, ~~you~~participants can go online to ~~www.~~principal.com or call 1-800 -547-7754 at any time to review ~~your~~their account balances.

Amendment and Termination

~~It is the intention of~~ Rhinebeck Bank intends to continue the 401(k) Plan indefinitely. Nevertheless, Rhinebeck Bank may terminate the 401(k) Plan at any time. If the 401(k) Plan is terminated in whole or in part, then regardless of other provisions in the 401(k) Plan, ~~you~~participants will have a fully vested interest in ~~your~~their accounts. Rhinebeck Bank reserves the right to make any amendment or amendments to the 401(k) Plan which do not cause any part of the trust to be used for, or diverted to, any purpose other than the exclusive benefit of participants or their beneficiaries; provided, however, that Rhinebeck Bank may make any amendment it determines necessary or desirable, with or without retroactive effect, to comply with ERISA.

Merger, Consolidation or Transfer

In the event of the merger or consolidation of the 401(k) Plan with another plan, or the transfer of the trust assets to another plan, the 401(k) Plan requires that you ~~would~~ receive a benefit, ~~or that your transferred account balance or assets, shall be,~~ immediately after the merger, consolidation or transfer, which is equal to or greater than the benefit ~~you~~each ~~would~~participant would have been entitled to receive, ~~or the value of your account balance or assets,~~ immediately before the merger, consolidation or transfer.

Federal Income Tax Consequences

The following is a brief summary of the material federal income tax aspects of the 401(k) Plan. You should not rely on this summary as a complete or definitive description of the material federal income tax consequences relating to the 401(k) Plan. Statutory provisions change, as do their interpretations, and their application may vary in individual circumstances. Finally, the consequences under applicable state and local income tax laws may not be the same as under the federal income tax laws. Please consult your tax advisor with respect to any distribution from the 401(k) Plan and transactions involving the 401(k) Plan.

As a “tax-qualified retirement plan,” the ~~Internal Revenue~~ Code affords the 401(k) Plan special tax treatment, including:

(1)     the sponsoring employer is allowed an immediate tax deduction for the amount contributed to the 401(k) Plan each year;

(2)      participants ~~pay~~ pay no current income tax on ~~amounts~~elective deferrals, other than Roth deferrals, contributed by the employer on their behalf; ~~and~~(Roth deferrals are taxed in the year deferred);

(3)      earnings of the 401(k) Plan are tax-deferred, thereby permitting the tax-free accumulation of income and gains on investments.; and

(4).    Amounts distributed from the 401(k) Plan are generally taxed at ordinary income tax rates at the time of distribution.

Roth deferrals and earnings on Roth deferrals that are distributed in a qualifying distribution receive special tax treatment (see the discussion on Roth deferrals under the section on “Description of the 401(k) Plan—Contributions Under the 401(k) Plan”). In addition, special tax treatment is afforded to shares of common stock of Rhinebeck Bancorp distributed in a lump sum distribution after termination of employment. (See the discussion below under “Federal Income Tax Consequences—Rhinebeck Bancorp Common Stock Included in Lump-Sum Distribution.”)

Rhinebeck Bank will administer the 401(k) Plan to comply with the requirements of the Code as of the applicable effective date of any change in the law.

20S-16

Lump-Sum Distribution. A distribution from the 401(k) Plan to a participant or the beneficiary of a participant will qualify as a lump-sum distribution if it is made within one taxable year, on account of the participant’s death, disability or ~~severance~~separation from ~~employment~~service, or after the participant attains age 59½ 1⁄2, and consists of the balance credited to ~~the~~participants ~~participant~~ under the 401(k) Plan ~~and~~ and all other profit sharing plans (and in some cases all other stock bonus plans), if any, maintained by Rhinebeck Bank. The portion of any lump-sum distribution required to be included in your taxable income for federal income tax purposes consists of the entire amount of the lump-sum distribution, less the amount of after-tax contributions, if any, you have made to this 401(k) Plan and any other profit -sharing plans maintained by Rhinebeck Bank, which is included in the distribution.

Rhinebeck Bancorp Common Stock Included in Lump-Sum Distribution. If a lump-sum distribution includes Rhinebeck Bancorp ~~Common~~common ~~Stock~~stock, the distribution generally will be taxed in the manner described above, except that the total taxable amount may be reduced by the amount of any net unrealized appreciation with respect to Rhinebeck Bancorp ~~Common~~common ~~Stock~~stock, that is, the excess of the value of Rhinebeck Bancorp ~~Common~~ ~~Stock~~common stock at the time of the distribution over its cost or other basis of the securities to the trust. The tax basis of Rhinebeck Bancorp ~~Common~~common ~~Stock~~stock, for purposes of computing gain or loss on its subsequent sale, equals the value of Rhinebeck Bancorp ~~Common Stock~~common stock at the time of distribution, less the amount of net unrealized appreciation. Any gain on a subsequent sale or other taxable disposition of Rhinebeck Bancorp ~~Common~~common ~~Stock~~stock, to the extent of the amount of net unrealized appreciation at the time of distribution, will constitute long-term capital gain, regardless of the holding period of Rhinebeck Bancorp ~~Common~~common ~~Stock~~stock. Any gain on a subsequent sale or other taxable disposition of Rhinebeck Bancorp common ~~Common Stock~~stock, in excess of the amount of net unrealized appreciation at the time of distribution, will be considered long-term capital gain. The recipient of a distribution may elect to include the amount of any net unrealized appreciation in the total taxable amount of the distribution, to the extent allowed by regulations to be issued by the Internal Revenue Service.

Distributions: Rollovers and Direct Transfers to Another Qualified Plan or to an IRA. ~~You~~401(k) Plan participants may roll over virtually all distributions from the 401(k) Plan to another qualified plan or to an individual retirement account (IRA) in accordance with the terms of the other plan or account.

Notice of Your Rights Concerning Employer Securities

~~Federal~~Because ~~law~~you ~~provides specific~~may ~~rights~~in ~~concerning~~the ~~investments~~future have investments in ~~employer~~Rhinebeck ~~securities~~Bancorp, Inc. ~~You~~Stock Fund under the 401(k) Plan, you should take the time to read the following information carefully.

Your Rights Concerning Employer Securities. The 401(k) Plan must allow you to elect to move any portion of your account that is invested in the Rhinebeck ~~Bancorp~~ Bancorp, Inc. Stock Fund from that investment into other investment alternatives under the 401(k) Plan. You may contact the 401(k) Plan ~~administrator~~ Administrator shown above for specific information regarding this right, including how to make this election. In deciding whether to exercise this right, you will want to give careful consideration to the information below that describes the importance of diversification. All of the investment options under the 401(k) Plan are available to you if you decide to diversify out of the Rhinebeck Bancorp, Inc. Stock Fund.

21The Importance of Diversifying Your Retirement Savings. To help achieve long-term retirement security, you should give careful consideration to the benefits of a well-balanced and diversified investment portfolio. Spreading your assets among different types of investments can help you achieve a favorable rate of return, while minimizing your overall risk of losing money. This is because market or other economic conditions that cause one category of assets, or one particular security, to perform very well often cause another asset category, or another particular security, to perform poorly. If you invest more than 20% of your retirement savings in any one company or industry, your savings may not be properly diversified. Although diversification is not a guarantee against loss, it is an effective strategy to help you manage investment risk.

~~The~~In ~~Importance~~deciding ~~of Diversifying~~how ~~Your~~to ~~Retirement~~invest ~~Savings.~~your ~~To help achieve long-term~~ retirement ~~security~~savings, you should ~~give~~take ~~careful~~into ~~consideration to~~account ~~the~~all ~~benefits~~ of ~~a well-balanced and diversified investment portfolio. Spreading~~ your assets, ~~among~~including ~~different~~any ~~types~~retirement ofsavings ~~investments can~~outside ~~help you achieve a favorable rate~~ of ~~return~~the ~~while~~401(k) Plan. ~~minimizing~~No ~~your~~single ~~overall~~approach is ~~risk~~right offor ~~losing~~everyone ~~money. This is~~ because, ~~market~~among or other ~~economic~~ ~~conditions~~factors, ~~that~~individuals ~~cause~~have ~~one~~different ~~category~~financial ~~of assets~~goals, ordifferent ~~one~~time ~~particular~~horizons ~~security,~~for tomeeting ~~perform very well often cause another asset~~their ~~category~~goals, orand ~~another~~different ~~particular~~tolerance ~~security,~~for ~~to perform poorly~~risk. IfTherefore, you ~~invest~~should ~~more~~carefully ~~than~~consider ~~20%~~the ofrights ~~your~~described ~~retirement~~here ~~savings~~and inhow ~~any~~these ~~one~~rights affect ~~company~~the oramount ~~industry,~~of ~~your~~money ~~savings~~that ~~may~~you ~~not~~invest bein ~~properly~~Rhinebeck ~~diversified.~~Bancorp ~~Although~~common ~~diversification~~stock isthrough ~~not~~the ~~a guarantee against loss, it is an effective strategy to help you manage investment risk~~401(k) Plan.

In deciding how to invest your retirement savings, you should take into account all of your assets, including any retirement savings outside of the 401(k) Plan. No single approach is right for everyone because, among other factors, individuals have different financial goals, different time horizons for meeting their goals, and different tolerance for risk. Therefore, you should carefully consider the rights described here and how these rights affect the amount of money that you invest in Rhinebeck Bancorp Common Stock through the 401(k) Plan.S-17

It is also important to periodically review your investment portfolio, your investment objectives, and the investment options under the 401(k) Plan to help ensure that your retirement savings will meet your retirement goals.

Additional ~~Employee Retirement Income Security Act (“~~ERISA”) Considerations

As noted above, the 401(k) Plan is subject to certain provisions of ERISA, including special provisions relating to control over the 401(k) Plan’s assets by participants and beneficiaries. The 401(k) Plan’s feature that allows you to direct the investment of your account balances is intended to satisfy the requirements of Section 404(c) of ERISA relating to control over plan assets by a participant or beneficiary. The effect of this is two-fold. First, you will not be deemed a “fiduciary” because of your exercise of investment discretion. Second, no person who otherwise is a fiduciary, such as Rhinebeck Bank, the 401(k) Plan ~~administrator~~Administrator, or the 401(k) Plan’s trustee is liable under the fiduciary responsibility provision of ERISA for any loss which results from your exercise of control over the assets in your 401(k) Plan account.

Because you ~~will~~are be entitled to invest ~~all or a portion of~~ your account balance in the 401(k) Plan in Rhinebeck Bancorp ~~Common~~common ~~Stock~~stock, the regulations under Section 404(c) of ~~the~~ ERISA require that the 401(k) Plan establish procedures that ensure the confidentiality of your decision to purchase, hold, or sell employer securities, except to the extent that disclosure of such information is necessary to comply with federal or state laws not preempted by ERISA. These regulations also require that your exercise of voting and similar rights with respect to the common stock be conducted in a way that ensures the confidentiality of your exercise of these rights.

Securities and Exchange Commission Reporting and Short-Swing Profit Liability

Section 16 of the Securities Exchange Act of 1934, as amended, imposes reporting and liability requirements on (i) officers, (ii) directors, and (iii) persons beneficially owning more than 10% of public companies such as Rhinebeck Bancorp. Section 16(a) of the Securities Exchange Act of 1934, ~~as amended,~~ requires the filing of reports of beneficial ownership. Within 10 days of becoming an officer, director or person beneficially owning more than 10% of the shares of Rhinebeck Bancorp, the individual must ~~file~~fill out a Form 3 reporting initial beneficial ownership and file it with the Securities and Exchange Commission. Changes in beneficial ownership, such as purchases, sales and gifts generally must be reported periodically, either on a Form 4 within two business days after the change occurs, or annually on a Form 5 within 45 days after the close of Rhinebeck Bancorp’s fiscal year. Discretionary transactions in and beneficial ownership of ~~Rhinebeck~~the common stock through ~~Bancorp~~the ~~Common~~Rhinebeck Bancorp, Inc. Stock ~~through~~Fund of the 401(k) Plan by officers, directors and persons beneficially owning more than 10% of the common stock of Rhinebeck Bancorp generally must be reported to the Securities and Exchange Commission by such individuals.

In addition to the reporting requirements described above, Section 16(b) of the Securities Exchange Act of 1934, as amended, provides for the recovery by Rhinebeck Bancorp of profits realized by an officer, director or any person beneficially owning more than 10% of Rhinebeck Bancorp’s common stock resulting from non-exempt purchases and sales of Rhinebeck Bancorp ~~Common~~common ~~Stock~~stock within any six-month period.

The Securities and Exchange Commission has adopted rules that provide exemptions from the profit recovery provisions of Section 16(b) for all transactions in employer securities within an employee benefit plan, provided certain requirements are met. These requirements generally involve restrictions upon the timing of elections to acquire or dispose of employer securities for the accounts of Section 16(b) persons.

Except for distributions of common stock due to death, disability, retirement, termination of employment or under a qualified domestic relations order, persons affected by Section 16(b) are required to hold shares of common stock distributed from the 401(k) Plan ~~(if applicable)~~ for six months following such distribution and are prohibited from directing additional purchases ofwithin the Rhinebeck Bancorp, Inc. ~~Common~~ Stock Fund for six months after receiving such a distribution.

Financial Information Regarding 401(k) Plan Assets

Financial information representing the ~~net~~ assets available for the 401(k) Plan benefits and the change in net assets ~~available~~ for 401(k) Plan benefits at ~~June 30, 2018,~~ is available upon written request to the 401(k) Plan ~~administrator~~Administrator at the address shown above.

S-18

LEGAL OPINION

The validity of the issuance of the ~~Rhinebeck~~common ~~Bancorp Common Stock~~ stock has been passed upon by Luse Gorman, PC, Washington, D.C., which ~~the~~ firm isacted ~~acting~~ as special counsel to Rhinebeck ~~Bank, Rhinebeck~~ Bancorp, ~~MHC and Rhinebeck Bancorp~~ in connection with Rhinebeck Bancorp’s stock offering.

23S-19

PROSPECTUS

~~RHINEBECK~~(Holding ~~BANCORP,~~company ~~INC.~~for Rhinebeck Bank)

~~(Proposed~~Up ~~Holding~~to ~~Company~~8,912,500 ~~for~~Shares ~~Rhinebeck Bank)~~of Common Stock

UpRhinebeck Bancorp, Inc., a Maryland corporation that we refer to 4as “Rhinebeck Bancorp” throughout this prospectus,~~415~~ is offering shares of common stock for sale on a best-efforts basis in connection with the conversion of Rhinebeck Bancorp,~~179~~ ~~Shares~~MHC from the mutual holding company to the stock holding company form of organization. ~~Common~~The ~~Stock~~shares we are offering represent the majority ownership interest in Rhinebeck Bancorp currently owned by Rhinebeck Bancorp, MHC. Rhinebeck Bancorp’s common stock currently trades on the Nasdaq Capital Market under the symbol “RBKB.” Upon completion of the conversion, we expect the shares of Rhinebeck Bancorp common stock will continue to trade on the Nasdaq Capital Market under the symbol “RBKB.”

~~(Subject~~The shares of common stock are first being offered for sale in a subscription offering to ~~increase~~eligible depositors of Rhinebeck Bank, a New York-chartered savings bank, and to uptax-qualified employee benefit plans of Rhinebeck Bank. Shares not purchased in the subscription offering may be offered for sale to 5the general public in a community offering,~~077~~ with a preference given first to residents of the communities served by Rhinebeck Bank and then to Rhinebeck Bancorp’s existing public stockholders at the close of business on [stockholder voting record date]. Any shares of common stock not purchased in the subscription or community offerings may be offered for sale to the public through a syndicate of broker-dealers,~~456~~ ~~Shares~~referred to in this prospectus as the syndicated community offering. The syndicated community offering may commence during or after the community offering (including any extensions) have expired. However, no shares purchased in the subscription offering or the community offering will be issued until the completion of any syndicated community offering, if utilized. We must sell a minimum of 6,587,500 shares to complete the offering.

~~Rhinebeck~~In ~~Bancorp,~~addition ~~Inc., a~~to ~~Maryland~~the ~~corporation,~~shares iswe ~~offering~~are upselling toin 4the offering,~~415,179~~ the shares of ~~its~~ common stock ~~for~~of ~~sale~~Rhinebeck atBancorp ~~$10.00~~currently ~~per~~owned ~~share~~by onpublic astockholders ~~best~~will ~~efforts~~be ~~basis as~~exchanged ~~part~~for shares of ~~the~~common stock ~~reorganization~~ of Rhinebeck ~~Bank, a New York-chartered savings bank, and Rhinebeck~~ Bancorp, ~~MHC,~~based aon ~~New~~an ~~York-chartered mutual~~exchange ~~holding~~ratio ~~company,~~that ~~into~~will ~~the~~result ~~“two-tier”~~in ~~mutual~~existing ~~holding~~public ~~company~~stockholders ~~structure.~~owning Inapproximately ~~connection with~~ the ~~sale of our common~~same ~~stock,~~percentage ~~we intend to establish a charitable foundation and contribute 2%~~ of ~~the outstanding shares of~~ common stock of Rhinebeck ~~Bancorp,~~ ~~Inc. to the foundation, plus $200,000 in cash. Rhinebeck~~ Bancorp, ~~Inc.~~as ~~has~~they ~~never~~owned ~~offered~~immediately ~~common~~before ~~stock~~the ~~for~~completion ~~sale~~of to the ~~public~~ ~~and, as a result, currently there is no trading market for our common stock~~conversion. We expect to ~~list our common stock on the Nasdaq~~issue ~~Capital~~up ~~Market~~to ~~under~~6,725,738 ~~the~~shares ~~symbol “RBKB.” We are an “emerging growth company” as defined~~ in the ~~Jumpstart Our Business Startups Act of 2012~~exchange.

The ~~shares~~minimum ofpurchase ~~common~~order ~~stock~~is ~~being~~25 ~~offered~~shares. Generally, ~~including~~no ~~shares issued to the charitable foundation~~individual, ~~represent~~or ~~45%~~individuals ofacting ~~our~~through ~~shares~~a ofsingle ~~common~~qualifying ~~stock~~account ~~that~~held ~~will~~jointly, bemay ~~outstanding~~purchase ~~upon completion~~more ofthan ~~the stock offering. After the stock offering~~60,000 ~~55% of our outstanding~~ shares ($600,000) of common stock, ~~will~~and beno ~~owned by our mutual holding company parent~~person, ~~Rhinebeck~~together ~~Bancorp,~~with ~~MHC.~~an ~~These~~associate ~~percentages~~or ~~will~~group ~~not be affected by the number~~ of ~~shares~~persons weacting ~~sell~~ in ~~the~~ ~~stock~~concert, ~~offering.~~may Wepurchase ~~must~~more ~~sell~~than a120,000 ~~minimum of 3~~shares ($1,~~263~~200,~~393~~000) ~~shares~~of tocommon ~~complete the~~ stock ~~offering,~~in ~~and~~all wecategories ~~will~~of ~~terminate~~ the ~~stock~~ offering ~~if we do not sell the minimum number of shares~~combined. ~~We may sell up to 5,077,456 shares because of changes in market conditions without resoliciting subscribers.~~

The ~~shares~~subscription ofoffering ~~common~~will ~~stock~~expire at 2:00 ~~are~~p.m., ~~first~~Eastern ~~being~~time, ~~offered~~on in[expiration adate]. ~~subscription~~If held, the community offering tomay ~~eligible~~begin ~~depositors~~concurrently with, during or after the subscription offering. We may extend the expiration date of ~~Rhinebeck~~the ~~Bank~~subscription and/or community offerings without notice to ~~Rhinebeck~~you ~~Bank’s~~until ~~tax-qualified~~[extension date], ~~employee~~or ~~benefit~~longer ~~plans.~~if ~~Shares~~the ~~not~~Board ~~purchased~~of inGovernors of the ~~subscription~~Federal ~~offering~~Reserve ~~may~~System, bewhich ~~offered~~we ~~for~~refer ~~sale~~ to as the ~~general~~“Federal ~~public~~Reserve inBoard” aand ~~community~~the ~~offering~~New York State Department of Financial Services, ~~with~~which we refer to as the “NYSDFS,” approve a ~~preference~~later ~~given~~date. toNo ~~residents~~single ofextension may exceed 90 days and the ~~communities~~offering ~~served~~must be completed by ~~Rhinebeck~~[final ~~Bank~~extension date]. ~~Any~~Once ~~shares~~submitted, oforders ~~common~~are ~~stock~~irrevocable ~~not~~unless ~~purchased in~~ the subscription and or community offerings ~~may~~are beterminated ~~offered~~or ~~for~~extended, ~~sale~~with toregulatory ~~the~~approval, ~~public~~beyond in[extension adate], ~~syndicated~~or ~~offering~~the ~~through~~number aof ~~syndicate~~shares of common ~~broker-dealers~~stock orto inbe asold ~~separate~~is ~~firm~~increased ~~commitment~~to ~~offering.~~more ~~The~~than ~~syndicated~~8,912,500 ~~offering~~shares or ~~the~~decreased ~~firm~~to ~~commitment~~less ~~offering~~than ~~may~~6,587,500 ~~begin~~shares. ~~before~~ If the subscription and community offerings ~~(including~~are ~~any~~extended ~~extensions)~~past ~~have~~[extension ~~ended. However~~date], ~~shares~~all ~~purchased~~subscribers inwill be notified and given the ~~subscription~~opportunity ~~offering~~ to confirm, change or cancel their orders. If you do not respond to the ~~community~~notice ~~offering~~of extension, we will ~~not~~promptly bereturn ~~issued~~your ~~until~~funds with interest or cancel your deposit account withdrawal authorization. If the ~~completion~~number of ~~any~~shares ~~syndicated~~to ~~offering~~be orsold ~~firm~~in ~~commitment~~the offering. ~~The~~is ~~subscription~~increased to more than 8,912,500 shares or decreased ~~community~~to less than 6,587,500 ~~syndicated~~shares, we will resolicit subscribers, and all funds delivered to us to purchase shares of common stock in the subscription and community offerings will be returned promptly with interest. Funds received in the subscription and ~~firm~~the ~~commitment~~community offerings will ~~are~~be ~~collectively~~held ~~referred~~in toa assegregated account at Rhinebeck Bank and will earn interest at [rate]% per annum until completion or termination of the “offering.”

~~The minimum order is 25 shares of common stock. Generally~~Keefe, noBruyette & ~~individual may purchase more than 15~~Woods,~~000~~ Inc. ~~shares of common stock, and no individual or other~~is ~~person,~~assisting ~~along~~us ~~with their associates and those with whom they are acting~~ in ~~concert,~~selling ~~may~~the ~~purchase more than 25,000~~ shares ~~of common stock. The subscription and community offerings are expected to expire at 5:00 p.m., Eastern Time,~~ on ~~[DATE~~a ~~1].~~best-efforts Webasis ~~may~~in ~~extend this expiration time and date, without notice to you, until [DATE 2]. Once submitted, stock orders are irrevocable unless~~ the subscription and community offerings ~~are terminated or extended~~, ~~with~~and ~~regulatory~~will ~~approval,~~serve ~~beyond~~as ~~[DATE~~sole ~~2], or the number of shares of common~~manager ~~stock offered~~ for ~~sale~~any issyndicated ~~increased~~community ~~to more than 5,077,456 shares or decreased to less than 3,263,393 shares~~offering. ~~If the subscription and community offerings are extended beyond [DATE 2]~~Keefe, weBruyette & ~~will notify all subscribers and give them an opportunity to confirm~~Woods, ~~change or cancel their orders~~ Inc. Ifis ~~you do~~ not ~~respond~~required to ~~this~~purchase ~~notice,~~any ~~we will promptly return your funds with interest or cancel your deposit account withdrawal authorization. If the number of~~ shares ~~to be sold in the offering is increased to more than 5,077,456 shares or decreased to less than 3,263,393 shares, we will resolicit subscribers, and all funds delivered to us to purchase shares~~ of common stock ~~in the subscription and community offerings will be returned promptly with interest. Funds received in the subscription~~ ~~and~~that ~~the~~are ~~community~~sold ~~offerings will be held~~ in ~~a segregated account at Rhinebeck Bank and will earn interest at 0.10% per annum until completion or termination of~~ the offering.

Sandler O’Neill & Partners, L.P. is assisting us in selling the shares on a best efforts basis in the subscription and community offerings, and will serve as sole manager for any syndicated community offering or firm commitment offering. Sandler O’Neill & Partners, L.P. is not required to purchase any shares of common stock that are sold in the subscription offering, community offering or syndicated community offering.

OFFERING SUMMARY

Price: $10.00 per ~~Share~~share

	Minimum		Midpoint		Maximum		~~Adjusted Maximum~~
Number of shares		36,~~263~~587,~~393~~500		37,~~839~~750,~~286~~000		48,~~415~~912,~~179~~500		~~5,077,456~~
Gross offering proceeds	$	3265,~~633~~875,~~930~~000	$	3877,~~392~~500,~~860~~000	$	4489,~~151~~125,~~790~~000	$	~~50,774,560~~
Estimated offering expenses, excluding selling agent fees and expenses	$	1,194,500	$	1,194,500	$	1,194,500	$	1,194,500
Estimated offering expenses, excluding marketing agent fees and expenses (1)	$	2,055,000	$	2,055,000	$	2,055,000
Selling agent fees and expenses (1)	$	430,459	$	482,799	$	535,138	$	595,328
Estimated marketing agent fees and expenses (1)(2)	$	868,750	$	980,350	$	1,091,950
Estimated net proceeds	$	3162,~~008~~951,~~971~~250	$	3674,~~715~~464,~~561~~650	$	4285,~~422~~978,~~152~~050	$	~~48,984,732~~
Estimated net proceeds per share	$	9.5056	$	9.5661	$	9.6165	$	~~9.65~~

(1) Assumes all shares are sold in the subscription and community offerings and includes reimbursement of selling agent’s expenses. See “Pro Forma Data” and “The Reorganization and Offering—Plan of Distribution; Selling Agent Compensation” for information regarding compensation to be received by Sandler O’Neill & Partners, L.P. in the subscription and community offerings and the compensation to be received by Sandler O’Neill & Partners, L.P. and other participating broker-dealers in the syndicated offering or firm commitment offering. If all shares are sold in the syndicated offering or firm commitment offering, excluding those purchased by our insiders and by our employee stock ownership plan, for which no selling agent fee will be paid, the selling agent fees and expenses would be approximately $1.5 million, $1.8 million, $2.1 million and $2.4 million at the minimum, midpoint, maximum, and adjusted maximum of the offering range, respectively.

	(1)	See “The Conversion and Offering—Plan of Distribution; Marketing Agent and Underwriter Compensation” for a discussion of Keefe, Bruyette & Woods, Inc.’s compensation for this offering and the compensation to be received by Keefe, Bruyette & Woods, Inc. and the other broker-dealers that may participate in the syndicated community offering. For purposes of the fee estimate, assumes that all of the shares are sold in the subscription offering.
	(2)	Includes records agent fees and expenses payable to Keefe, Bruyette & Woods, Inc. See “The Conversion and Offering—Records Management Services.”

This investment involves a degree of risk, including the possible loss of principal.

See “Risk Factors” beginning on page 17.

~~Shares~~These ofsecurities ~~our common stock~~ are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or by any other ~~government~~governmental agency. Neither the Securities and Exchange Commission, the Board of Governors of the Federal Reserve System, the New York State Department of Financial Services, the ~~Board of Governors of the~~ Federal Deposit ~~Reserve~~Insurance ~~System~~Corporation, nor any state securities regulator or commissioner has approved or disapproved of these securities or determined if this prospectus is ~~accurate~~truthful or complete. Any representation to the contrary is a criminal offense.

~~Sandler~~For ~~O’Neill~~assistance, contact the Stock Information +Center ~~Partners,~~at L[SIC #].P.

~~For~~The ~~assistance,~~date ~~please~~of ~~contact~~this ~~the~~prospectus ~~Stock Information~~is ~~Center~~[prospectus ~~at (____) ____-______~~date].

The date of this prospectus is ______________, 2018.

[MAP TO BE INSERTED ON INSIDE FRONT COVER]

TABLE OF CONTENTS

	Page	~~Page~~
SUMMARY	1	1
RISK FACTORS	17	17
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA	32	28
FORWARD-LOOKING STATEMENTS	34	30
HOW WE INTEND TO USE THE PROCEEDS FROM THE OFFERING	36	31
OUR DIVIDEND POLICY	37	33
MARKET FOR THE COMMON STOCK	38	33
HISTORICAL AND PRO FORMA REGULATORY CAPITAL COMPLIANCE	39	34
CAPITALIZATION	40	35
PRO FORMA DATA	41	36
COMPARISON OF VALUATION AND PRO FORMA INFORMATION WITH AND WITHOUT THE CHARITABLE FOUNDATION		44
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	45
BUSINESS OF RHINEBECK BANCORP, MHC		46
BUSINESS OF RHINEBECK BANCORP	58
BUSINESS OF RHINEBECK BANCORP, INC.		46
BUSINESS OF RHINEBECK BANK	58
BUSINESS OF RHINEBECK BANK		46
SUPERVISION AND REGULATION	78
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		57
TAXATION	85
SUPERVISION AND REGULATION		86
MANAGEMENT	87
TAXATION		95
BENEFICIAL OWNERSHIP OF COMMON STOCK	99
MANAGEMENT		95
SUBSCRIPTIONS BY DIRECTORS AND EXECUTIVE OFFICERS	100
SUBSCRIPTIONS BY DIRECTORS AND EXECUTIVE OFFICERS		108
THE CONVERSION AND OFFERING	101
THE REORGANIZATION AND OFFERING		109
COMPARISON OF STOCKHOLDERS’ RIGHTS FOR STOCKHOLDERS OF RHINEBECK BANCORP	123
RHINEBECK BANK COMMUNITY FOUNDATION		127
RESTRICTIONS ON ACQUISITION OF RHINEBECK BANCORP	123
RESTRICTIONS ON ACQUISITION OF RHINEBECK BANCORP, INC.		130
DESCRIPTION OF CAPITAL STOCK OF RHINEBECK BANCORP	129
DESCRIPTION OF CAPITAL STOCK OF RHINEBECK BANCORP, INC.		135
TRANSFER AGENT	130
TRANSFER AGENT		137
EXPERTS	130
EXPERTS		137
LEGAL MATTERS	130
LEGAL MATTERS		137
WHERE YOU CAN FIND ADDITIONAL INFORMATION	130
WHERE YOU CAN FIND ADDITIONAL INFORMATION		137
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF RHINEBECK BANCORP, INC.	F-1
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF RHINEBECK BANCORP, MHC		139

SUMMARY

The following summary ~~provides~~explains ~~material information~~the ~~about~~significant aspects of the ~~contents~~conversion, the offering and the exchange of ~~this~~existing ~~prospectus,~~shares ~~but~~of itRhinebeck Bancorp common stock for new shares of Rhinebeck Bancorp common stock. It may not contain all of the information that is important to you. Before ~~making~~ making an investment decision, you should read ~~carefully~~ this entire document carefully, including the consolidated financial statements and the related notes, ~~thereto that appear starting on page F-1 of this prospectus~~ and the section entitled “Risk Factors.” ~~The terms “we,” “our,” and “us” refer to Rhinebeck Bancorp, MHC, Rhinebeck Bancorp, Inc. and Rhinebeck Bank, unless the context indicates another meaning.~~

~~Rhinebeck~~Our ~~Bancorp,~~Organizational ~~MHC~~Structure and the Proposed Conversion and Offering

~~Rhinebeck~~Since ~~Bancorp~~2019, ~~MHC~~we ~~was~~have ~~established in~~operated ~~October~~in ~~2004 as~~ a ~~New York~~two-~~chartered~~tier mutual holding company ~~in connection with the reorganization of Rhinebeck Bank’s mutual savings bank predecessor into the mutual holding company form of organization~~structure. Rhinebeck Bancorp, ~~MHC~~ is a ~~mutual~~Maryland ~~organization and~~corporation ~~therefore~~that ~~has~~is noa ~~stockholders.~~publicly Totraded ~~date,~~stock ~~Rhinebeck~~holding ~~Bancorp, MHC has not engaged in any business activity other than the ownership~~company ofand the ~~common~~parent ~~stock~~company of Rhinebeck Bank. ~~and~~At ~~servicing~~December 31, ~~its~~2025, ~~obligations~~Rhinebeck onBancorp ~~its~~had ~~outstanding~~consolidated ~~subordinated~~assets ~~debentures~~of $1.30 ~~See~~billion, ~~“Business~~deposits of ~~Rhinebeck Bank—Subsidiaries~~$1.”10 ~~Following~~billion ~~the~~and ~~completion~~stockholders’ equity of ~~the~~$136.9 ~~reorganization~~million. of Rhinebeck ~~Bank~~Bancorp’s ~~into~~parent ~~the “two-tier” mutual holding~~ company ~~structure,~~is Rhinebeck Bancorp, MHC, a ~~will~~New ~~own~~York-chartered amutual ~~majority~~holding ofcompany ~~the~~that ~~common~~was ~~stock~~formed ofin ~~Rhinebeck~~2004. ~~Bancorp~~At December 31, ~~Inc.~~2025, Rhinebeck Bancorp, ~~MHC~~had is11,141,033 ~~regulated~~shares of bycommon ~~the~~stock ~~Board~~outstanding, of ~~Governors~~which of6,345,975 ~~Federal~~shares, ~~Reserve~~or ~~System~~57.0%, ~~(the~~were ~~“Federal~~owned ~~Reserve~~by ~~Board”)~~Rhinebeck Bancorp, MHC and the ~~New~~ ~~York~~remaining ~~State~~4,795,058 ~~Department~~shares were ofheld ~~Financial~~by ~~Services (~~the ~~“NYSDFS”)~~public.

Pursuant to the terms of the plan of conversion and reorganization, which we refer to as the “plan of conversion,” we are converting from the mutual holding company corporate structure to the stock holding company corporate structure. Upon completion of the conversion, Rhinebeck Bancorp, MHC ~~Inc~~will cease to exist. The conversion will be accomplished by the conversion of Rhinebeck Bancorp, MHC from a New York mutual holding company to a Delaware stock corporation, immediately followed by the merger of the Delaware stock corporation with and into Rhinebeck Bancorp, with Rhinebeck Bancorp surviving the merger. The shares of Rhinebeck Bancorp common stock being offered for sale represent the majority ownership interest in Rhinebeck Bancorp currently owned by Rhinebeck Bancorp, MHC. Public stockholders of Rhinebeck Bancorp will receive new shares of common stock of Rhinebeck Bancorp in exchange for their current shares of Rhinebeck Bancorp at an exchange ratio intended to preserve approximately the same aggregate ownership interest in Rhinebeck Bancorp as public stockholders currently have in Rhinebeck Bancorp, adjusted downward to reflect certain assets held by Rhinebeck Bancorp, MHC and without giving effect to new shares purchased in the offering or cash paid in lieu of any fractional shares. The shares of Rhinebeck Bancorp common stock owned by Rhinebeck Bancorp, MHC will be canceled.

~~Rhinebeck Bancorp, Inc., a Maryland corporation, was incorporated in August 2018.~~ The ~~offering~~following ~~of common stock by means of this prospectus is being made by Rhinebeck Bancorp, Inc.~~diagram inshows ~~connection~~our ~~with~~current ~~the~~organizational ~~reorganization of Rhinebeck Bank and Rhinebeck Bancorp~~structure, ~~MHC~~reflecting ~~into~~ownership ~~the~~percentages ~~“two-tier”~~at ~~mutual holding company form of organization. Upon completion of the reorganization~~December 31, Rhinebeck Bancorp, Inc. will become the bank holding company for Rhinebeck Bank by owning all the outstanding shares of capital stock of Rhinebeck Bank, and will be regulated by the Federal Reserve Board and the NYSDFS. To date, Rhinebeck Bancorp, Inc. has engaged in organizational activities only. Following the reorganization and offering, Rhinebeck Bancorp, Inc.’s primary business activity will be to own all the outstanding shares of capital stock of Rhinebeck Bank.2025:

After the conversion and offering are completed, we will be organized as a fully public stock holding company, with the stock of Rhinebeck ~~Bank~~Bancorp held as follows:

Rhinebeck Bank is a New York-chartered stock savings bank that was organized in 1860. Rhinebeck Bank reorganized into the mutual holding company form of organization in 2004 by becoming a wholly-owned subsidiary of Rhinebeck Bancorp, MHC and converting to a stock savings bank as part of the reorganization. Rhinebeck Bank conducts business from its executive offices in Poughkeepsie, New York, 11 retail banking offices located in Dutchess, Orange and Ulster Counites, New York and one representative office in each of Albany and Orange Counties, New York. Our primary business activity is accepting deposits from the general public and using those funds, primarily to originate indirect automobile loans (automobile loans referred to us by automobile dealerships), commercial real estate loans (which includes multi-family real estate loans and commercial construction loans), commercial business loans and one- to four-family residential real estate loans, and to purchase investment securities. We are subject to regulation and examination by the NYSDFS and by the Federal Deposit Insurance Corporation.Business

Rhinebeck ~~Asset~~Bank ~~Management,~~is a ~~division~~New ofYork-chartered savings ~~Rhinebeck~~bank ~~Bank~~headquartered in Poughkeepsie, ~~offers~~New ~~brokerage~~York. ~~and~~Founded ~~financial~~in ~~planning~~1860, ~~services~~we conduct our business from our corporate office, 12 full-service banking offices and ~~life~~two ~~insurance~~representative offices, which are located in Albany, Dutchess, Orange and ~~investment~~Ulster ~~products~~Counties, toNew ~~individuals~~York. Our primary market area includes the communities in which we maintain our banking office locations and their contiguous counties, which are located in the ~~businesses~~Hudson ~~throughout~~Valley ~~Rhinebeck~~region ~~Bank’s~~of ~~market~~New ~~area~~York.

AtOur ~~June~~primary 30business activity is gathering deposits from the general public and using those funds, ~~2018~~together with borrowings, weto ~~had~~originate ~~consolidated~~commercial ~~total~~real estate loans (which includes multi-family ~~assets~~real ofestate ~~$789.9~~loans ~~million~~and commercial construction loans), ~~total~~commercial ~~deposits~~business ofloans ~~$666.1~~and ~~million~~indirect automobile loans (automobile loans referred to us by automobile dealerships), and ~~stockholder’s~~to ~~equity~~purchase ofone- ~~$55.6~~to ~~million.~~four-family ~~Our~~residential ~~executive~~real ~~offices~~estate loans and investment securities. We offer ~~are~~a ~~located~~variety atof 2deposit ~~Jefferson~~accounts, ~~Plaza~~including savings accounts, ~~Poughkeepsie~~certificates of deposit, ~~New~~money ~~York~~market ~~12601.~~accounts, ~~Our~~commercial ~~website~~and ~~address~~personal ischecking accounts ~~www~~and individual retirement accounts.~~rhinebeckbank.com.~~ ~~Information~~We also borrow funds, primarily from the Federal Home Loan Bank (“FHLB”) of onNew York, to fund our ~~website~~operations isas ~~not~~necessary. Financial services, including investment advisory and ~~should~~financial ~~not~~product besales, ~~considered~~are offered through a ~~part~~division of ~~this~~Rhinebeck ~~prospectus~~Bank doing business as “Rhinebeck Asset Management.”

1Our corporate offices are located at 2 Jefferson Plaza, Poughkeepsie, New York 12601. Our telephone number at this address is (845) 454-8555. Our website address is www.rhinebeckbank.com. Information on this website is not and should not be considered a part of this prospectus.

Our Reorganization into a “Two-Tier” Mutual Holding Company and the Stock Offering

We do not have stockholders in our current mutual form of ownership. Our depositors have the right to vote on certain matters pertaining to Rhinebeck Bancorp, MHC, such as the establishment and formation of a charitable foundation or any future conversion of Rhinebeck Bancorp, MHC from mutual to stock form. The reorganization will be conducted pursuant to a plan of reorganization and minority stock issuance, which we refer to as the “plan of reorganization.” Following the reorganization, Rhinebeck Bank will become a wholly-owned subsidiary of Rhinebeck Bancorp, Inc., and Rhinebeck Bancorp, Inc. will be a majority-owned subsidiary of Rhinebeck Bancorp, MHC. After the reorganization, our depositors will continue to have the same voting rights in Rhinebeck Bancorp, MHC as they had before the reorganization.

In connection with the reorganization, we are offering for sale shares of common stock of Rhinebeck Bancorp, Inc. at a price of $10.00 per share. See “—Terms of the Offering.”

The primary reason for our decision to reorganize into the “two-tier” mutual holding company form of organization and offer our shares of common stock for sale in the offering is to establish an organizational structure that will enable us to:

· increase our capital to support future growth and profitability;

· compete more effectively in the financial services marketplace;

· expand our banking franchise organically through de novo branching or establishing loan production offices, or through acquisitions of other financial institutions, branch offices, or other financial service businesses; and

· preserve Rhinebeck Bank’s mutual form of ownership and our ability to remain an independent community savings bank.

The reorganization and the capital raised in the offering are expected to provide an additional cushion against unforeseen risks, and grow our asset and deposit base. The reorganization and offering also will allow us to establish stock benefit plans for management and other employees that we believe will assist us in attracting and retaining qualified personnel.

Unlike a standard mutual-to-stock conversion transaction in which all the common stock of the holding company of the converting savings bank is sold to the public, only a minority interest in the value of the mutual savings institution is sold to the public in a mutual holding company minority stock offering. Federal law and regulations require that a majority of the outstanding common stock of Rhinebeck Bancorp, Inc. must be held by our mutual holding company. Consequently, the shares that we are permitted to sell in the offering represent a minority of the shares of Rhinebeck Bancorp, Inc. that will be outstanding when the offering is completed. As a result, a mutual holding company offering raises less than half the capital that would be raised in a standard conversion offering. Based on these restrictions and an evaluation of our capital needs, our board of directors has decided that 43% of our outstanding shares of common stock will be offered for sale in the offering, 2% of our outstanding shares will be issued to the charitable foundation, and 55% of our shares will be retained by Rhinebeck Bancorp, MHC. Our board of directors has determined that offering 43% of our outstanding shares of common stock for sale in the offering will enable management to effectively invest the capital raised in the offering. See “—Possible Conversion of Rhinebeck Bancorp, MHC to Stock Form.”

The following diagram illustrates our current pre-reorganization organizational structure:

The following diagram illustrates our proposed post-reorganization organizational structure:

Business Strategy

~~Based~~In onOctober 2025, anMatthew ~~extensive~~J. ~~review~~Smith was appointed President and Chief Executive Officer of Rhinebeck Bank and its holding companies, Rhinebeck Bancorp and Rhinebeck Bancorp, MHC, to lead Rhinebeck Bank into its next phase of growth and innovation. Mr. Smith’s executive leadership experience includes overseeing community bank operations, spearheading the ~~current~~implementation of digital banking and banking-as-a-service programs and integrating acquired ~~opportunities~~financial ininstitutions. As we realign our ~~primary~~strategies ~~market~~for ~~area~~growth, we intend to continue to operate as a well-capitalized asand profitable community bank dedicated to providing exceptional personal service to our ~~resources~~individual and ~~capabilities,~~business customers. We believe that we ~~are~~have a ~~pursuing~~competitive advantage in the ~~following~~markets ~~business~~we ~~strategies:~~serve because of our knowledge of the local marketplace and our long-standing history of providing superior, relationship-based customer service.

· Continue to grow our indirect automobile loan portfolio. We originate automobile loans through an active network of approximately 112 automobile dealerships (78 in the Hudson Valley region and 34 in Albany, New York). Our indirect automobile loan portfolio totaled $250.2 million, or 40.3% of our total loan portfolio and 31.7% of total assets, at June 30, 2018 as compared to $201.1 million, or 41.4% of our total loan portfolio, at December 31, 2014. In addition, our direct automobile portfolio totaled $5.9 million at June 30, 2018. In March 2018, we hired a team of lenders operating in Albany, New York that focuses on indirect automobile lending. We plan to continue to grow our indirect automobile loan portfolio by increasing loan originations and by further expanding our presence in the Albany, New York area; however, our current policy limits our automobile loan portfolio to 45% of total assets.

·Our ~~Focus on commercial real estate, multi-family real estate and commercial~~ current business ~~lending.~~strategy Weincludes ~~believe~~the following ~~that~~key ~~commercial real estate~~components, ~~commercial~~which ~~business~~are ~~and~~designed ~~multi-family~~to ~~real~~improve ~~estate~~earnings ~~lending~~by ~~offer~~expanding ~~opportunities~~net tointerest ~~invest in our community~~margin, ~~while~~ increasing ~~the overall yield earned on our loan portfolio and assisting in managing~~ non-interest ~~rate~~income ~~risk. We intend to continue to increase our originations of these types of loans in our primary market area~~ and improving may consider hiring additional lenders as well as originating loans secured by properties located in areas that are contiguous to our current market area. We also occasionally participate in commercial real estate loans originated in areas in which we do not have a market presence.efficiency:

Emphasize relationship-based commercial lending. Following the completion of our holding company reorganization and minority stock issuance in 2019, we began our expansion as a commercial lender. Our commercial real estate loan portfolio (which includes multi-family real estate and commercial construction loans) and commercial business loan portfolio have grown from $223.0 million and $83.2 million, or 32.9% and 12.2% of our total loan portfolio, respectively, at December 31, 2019 to $534.7 million and $91.5 million, or 55.8% and 9.5% of our total loan portfolio, respectively, at December 31, 2025. We believe that commercial real estate and commercial business lending offer opportunities to invest in our community, increase the overall yield earned on our loan portfolio and manage interest rate risk. We intend to continue to increase originations of these types of loans in our primary market area and may consider hiring additional lenders as well as originating loans secured by properties located in areas that are contiguous to our current market area.

Increasing our commercial real estate loans and commercial business loans involves risk, as described in “Risk Factors—Risks Related to Our Lending Activities—Our emphasis on commercial real estate and commercial business lending involves risks that could adversely affect our financial condition and results of operations” and “—Our non-owner occupied commercial real estate loans may expose us to increased credit risk.”

Grow and enhance our low-cost deposit base. Deposits are our primary source of funds for lending and investment. Core deposits, which we define as all non-time deposits, are a lower-cost and more stable source of funds than time deposits. We are making a concerted effort to increase these lower-cost transaction deposit accounts following a period of relatively higher interest rates during which customers migrated to higher-cost time deposits. As of December 31, 2025, core deposits totaled $720.4 million, or 65.6% of total deposits. We plan to continue to market our core transaction accounts, emphasizing our high-quality service and competitive pricing of these products.

We are also developing a full suite of treasury management services for business customers to encourage commercial borrowers to maintain deposit accounts with us and to generate recurring fee income. We view treasury management as a core strategic capability that will support both deposit growth and non-interest income diversification. We may also enter into strategic partnerships, including banking-as-a-service partnerships, to facilitate new account openings and provide a low-cost method to attract and retain core deposits.

Invest in technology to improve efficiency and support scalable growth. We emphasize disciplined expense management to support sustainable profitability and operating leverage. We are investing in updated technology and digital capabilities to improve efficiency, enhance customer experience, and support scalable growth. We currently offer the convenience of certain technology-based products, such as mobile deposit capture, bill pay, card valet, and internet and mobile banking. The capital raised in this offering may be used to support additional initiatives, which include enhanced digital account opening, improved self-service capabilities, automation of manual workflows, and selective use of advanced analytics to support operational efficiency and decision-making, including potential applications of artificial intelligence products. Management will monitor efficiency metrics relative to our peer institutions and aims to adjust our resource allocation to maintain competitiveness while preserving service quality.

· Increase ~~core~~household ~~deposits,~~penetration ~~including~~and ~~demand~~non-interest ~~deposits.~~income ~~Deposits~~through ~~are~~private ~~our~~banking ~~primary~~services. ~~source~~We ofare ~~funds~~focused ~~for~~on ~~lending~~meeting ~~and~~the ~~investment.~~entire Wefinancial ~~intend~~needs toof ~~focus~~our oncustomer ~~expanding~~base ~~our~~by ~~core~~offering ~~deposits~~a ~~(which~~full wecomplement ~~define~~of asbanking ~~all~~solutions. ~~deposits~~Our ~~except~~customer ~~for~~relationships ~~certificates~~provide ofopportunities ~~deposit),~~for ~~particularly non~~cross-~~interest-bearing~~selling ~~demand~~products ~~deposits,~~to ~~because~~existing ~~they~~customers ~~are~~to ~~the~~deepen ~~lowest~~our ~~cost~~“share ~~funds~~of ~~and~~wallet.” ~~are~~Further, ~~less~~we ~~sensitive~~plan to ~~withdrawal~~explore ~~when~~establishing ~~interest~~a ~~rates~~private ~~fluctuate.~~banking ~~Core~~offering, ~~deposits~~designed ~~represented~~as ~~77.2%~~a ofrelationship-led, ~~our~~advice-driven ~~total~~financial ~~deposits~~services atmodel ~~June~~for ~~30,~~mass-affluent ~~2018~~and ~~compared~~emerging-affluent toindividuals, ~~73.0%~~business atowners, ~~December 31~~professionals, ~~2015.~~and ~~Going~~families ~~forward,~~whose weneeds ~~will~~exceed ~~focus~~traditional onretail ~~increasing~~banking ~~our~~but ~~core~~who ~~deposits~~are byunderserved ~~increasing~~or ~~our~~excluded ~~commercial~~by ~~lending~~the ~~activities~~high minimums and ~~enhancing~~rigid ~~our~~structures ~~relationships~~of ~~with~~larger ~~our~~regional ~~retail~~and ~~customers~~national banks. WeOur ~~also~~existing ~~plan~~wealth tomanagement ~~focus~~business onwill ~~increasing~~serve ~~our~~as ~~market~~a ~~share~~natural incomplement ~~Orange~~to ~~County,~~private ~~New~~banking ~~York~~offerings and ~~are~~provide ~~considering~~an ~~establishing~~opportunity upfor tohousehold-level ~~three~~relationship ~~additional~~expansion ~~branches~~among inboth ~~Orange~~bank ~~County~~customers ~~over~~and ~~the~~wealth ~~next~~management ~~three years in furtherance of this goal~~clientele.

· Continue ~~expense~~to ~~control.~~originate ~~Management~~consumer ~~continues~~and toprovide ~~focus~~residential onreal ~~controlling~~estate ~~our~~loans ~~level~~through ofthird ~~non-interest~~party ~~expense~~partnerships as a complementary offering to support deposit and ~~identifying~~multi-product ~~cost~~relationships. ~~savings~~Although ~~opportunities,~~we ~~such~~intend asto ~~monitoring~~emphasize commercial lending, our ~~employee~~retail ~~needs,~~banking ~~renegotiating~~franchise ~~key~~serves ~~third-party~~as ~~contracts~~a ~~and~~primary ~~reducing~~engine ~~other~~for ~~operating~~core ~~expenses.~~deposit ~~Our~~growth ~~non~~and long-~~interest~~term ~~expense~~relationship ~~was $12~~expansion.8 ~~million~~Accordingly, ~~$25.1~~we ~~million,~~will ~~$24.3~~continue ~~million~~to ~~and~~offer ~~$27.5~~historic ~~million~~retail ~~for~~lending ~~the~~products ~~six~~with ~~months~~a ~~ended~~focus ~~June~~on 30the acquisition, ~~2018~~retention and ~~the~~optimization ~~years~~of ~~ended~~stable, ~~December~~low-cost 31deposits, ~~2017,~~rather ~~2016~~than ~~and~~transaction-driven ~~2015,~~consumer ~~respectively~~lending growth. Consumer lending products will be positioned as complementary offerings designed to support broader relationships.

· Manage credit risk to maintain a low level of non-performing assets. We believe that ~~strong~~credit ~~asset~~risk ~~quality~~management is foundational to our strategy. We maintain a ~~key~~comprehensive enterprise risk management framework designed to ~~long-term~~identify, ~~financial~~measure, ~~success~~monitor, and control risks across all business activities. ~~Our~~Risk ~~strategy~~governance ~~for~~is ~~credit~~supported ~~risk~~by board oversight, management ~~focuses~~committees, ondocumented anrisk ~~experienced~~appetite ~~team~~parameters, ofand ~~credit~~independent ~~professionals~~testing and assurance functions. Policies, ~~well-defined~~procedures, and ~~implemented~~internal controls are reviewed and enhanced as our business model evolves to ensure continued compliance with regulatory requirements and safe and sound operations. We have established an experienced credit ~~policies~~team and ~~procedures~~implemented well-defined policies, ~~conservative~~a thorough and efficient loan underwriting ~~criteria~~process, and active credit monitoring. ~~Our~~We ~~ratio~~emphasize ofconservative ~~non-performing~~underwriting ~~assets~~standards, and management believes that maintaining strong governance and control discipline enables us to ~~total~~pursue ~~assets~~growth ~~was~~opportunities ~~1.49%~~responsibly atwhile ~~June~~protecting 30customers, ~~2018~~shareholders, ~~which~~and ~~decreased~~the ~~from~~communities 2we serve.51 Our nonperforming assets were $3.7 million, or 0.28% atof total assets, as of December 31, ~~2014~~2025. We intend to continue to support our investment in our commercial credit department as we grow our commercial loan portfolio.

· ~~Grow~~Expand ~~the~~our ~~balance~~market ~~sheet.~~area ~~Given~~through ~~our~~organic ~~attractive~~growth, ~~market~~while ~~area,~~also weconsidering ~~believe~~opportunistic weacquisitions. ~~are~~We ~~well-positioned~~believe opportunities exist to both increase our ~~assets~~market ~~without~~share ain ~~proportional~~our ~~increase~~historical inmarkets ~~overhead~~and ~~expense~~to continue our growth in contiguous or ~~operating~~other ~~risk~~counties with desirable characteristics. We ~~believe~~intend ~~there~~to isgrow our balance sheet organically on a ~~large~~managed ~~customer~~basis, ~~base~~and the capital we are raising in ~~our~~the ~~market~~offering ~~that~~will ~~prefers~~enable ~~doing~~us ~~business~~to ~~with~~increase ~~local~~our ~~institutions~~lending and ~~may~~investment becapacity. ~~dissatisfied~~We ~~with~~may ~~the~~also ~~service~~consider ~~they~~establishing ~~receive~~de ~~from~~novo ~~larger~~branches. ~~regional~~In ~~banks.~~addition Byto ~~providing~~organic ~~our~~growth, ~~customers~~we ~~with~~will ~~quality~~also ~~service,~~consider ~~coupled~~acquisition ~~with~~opportunities ~~the~~that ~~underlying~~we ~~characteristics~~believe ofwould enhance the ~~counties~~value inof ~~which~~our wefranchise ~~operate,~~and weyield ~~expect~~potential tofinancial ~~continue~~benefits for our ~~strong~~stockholders. ~~organic~~These ~~growth.~~opportunities ~~Accordingly,~~may weinclude ~~intend~~strategic toacquisitions ~~increase~~of other financial institutions, onfinancial aservices ~~prudent~~companies, ~~basis~~branch offices or lines of business, ~~our~~or ~~assets~~lift-outs ~~and~~of ~~liabilities~~lending or deposit-gathering teams from other financial institutions, ~~particularly~~although ~~loans~~we ~~and~~have ~~deposits~~no current plans or understandings regarding any acquisitions.

~~Terms~~Reasons offor the Conversion and Offering

WeOur ~~are~~primary ~~offering~~reasons ~~between~~for ~~3,263,393~~converting ~~and 4,415,179 shares of common stock in a subscription offering~~ to ~~eligible depositors of Rhinebeck Bank and to our tax-qualified employee benefit plans, and, to~~ the ~~extent shares remain available, to the general public in a community offering. If necessary, we will also offer~~fully ~~shares to the general~~ public ~~in a syndicated community offering. The number of shares of common~~ stock toform ~~be sold may be increased to up to 5,077,456 shares as a result~~ of ~~demand~~ownership ~~for~~and ~~the~~undertaking ~~shares of common stock in~~ the offering or changes in market conditions. Unless the number of shares of common stock to be offered is increased to more than 5,077,456 shares or decreased to fewer than 3,263,393 shares, or the subscription and community offerings are ~~extended beyond [DATE 2], subscribers will not have the opportunity~~ to change or cancel their stock orders once submitted. If the subscription and community offerings are extended past [DATE 2], all subscribers will be notified and given an opportunity to confirm, change or cancel their orders. If you do not respond to this notice, your order will be canceled and we will promptly return your funds with interest at 0.10% per annum or cancel your deposit account withdrawal authorization. If the number of shares to be sold is increased to more than 5,077,456 shares or decreased to less than 3,263,393 shares, all subscribers’ stock orders will be canceled, all withdrawal authorizations will be canceled and funds delivered to us to purchase shares of common stock in the subscription and community offerings will be returned promptly with interest at the same rate. We will then resolicit subscribers, giving them an opportunity to place new orders for a period of time. No shares purchased in the subscription offering and community offering will be issued until the completion of any syndicated community offering.:

~~The~~· ~~purchase~~Support ~~price~~our ofplanned ~~each~~growth ~~share~~and ofstrengthen ~~common stock~~our ~~offered~~regulatory ~~for~~capital ~~sale~~position. inA ~~the~~strong ~~offering~~capital position is ~~$10.00.~~essential ~~All~~to ~~investors~~achieving ~~will pay~~ the ~~same~~long-term ~~purchase~~objectives ~~price per share, regardless~~ of ~~whether the~~growing ~~shares~~Rhinebeck ~~are~~Bank ~~purchased~~and inbuilding ~~the~~stockholder ~~subscription~~value. ~~offering,~~Although ~~the~~Rhinebeck ~~community~~Bank ~~offering,~~exceeds ~~the~~all ~~syndicated~~regulatory ~~community~~capital ~~offering.~~requirements ~~Investors~~to ~~will not~~ be ~~charged~~categorized aas ~~commission~~“well-capitalized,” tothe ~~purchase~~proceeds ~~shares~~from ~~of common stock in~~ the offering. ~~Sandler~~will ~~O’Neill~~significantly &strengthen ~~Partners, L.P.,~~ our ~~marketing~~ ~~agent~~capital inposition ~~the subscription~~ and ~~community~~enable ~~offerings,~~us ~~will~~to ~~use~~support ~~its~~our ~~best~~planned ~~efforts~~growth toand ~~assist~~expansion usthrough inlarger ~~selling~~loans-to-one ~~shares~~borrower ofand ~~our~~credit ~~common stock~~concentration inlimits. ~~the~~We ~~subscription~~also ~~and~~intend ~~community~~to ~~offerings~~deploy ~~but~~funds israised ~~not~~toward ~~obligated~~growth toinitiatives, ~~purchase~~including ~~any~~increased ~~shares~~lending ofand ~~common~~investments ~~stock~~ in ~~the~~technology ~~subscription~~ and ~~community offerings~~personnel.

~~How~~· Improve the liquidity of our common stock. We ~~Determined~~expect that the ~~Offering~~greater ~~Range~~number ~~and~~of shares that will be outstanding after completion of the ~~$10~~conversion and offering will result in a more liquid and active market for Rhinebeck Bancorp common stock.00 ~~per Share~~A ~~Offering~~more ~~Price~~liquid and active market will make it easier for our stockholders to buy and sell our common stock and will give us greater flexibility in implementing capital management strategies.

~~The~~· ~~amount~~Facilitate ofour ~~common~~ability ~~stock~~to wepay ~~are~~dividends ~~offering for~~to ~~sale~~our ispublic ~~based~~stockholders. onCurrent anregulations ~~independent appraisal~~ of the ~~estimated~~Federal ~~market~~Reserve ~~value~~Board prohibit the ability of Rhinebeck Bancorp, ~~Inc.,~~MHC ~~assuming~~to waive the ~~offering~~receipt ~~has been~~of ~~completed,~~dividends ~~the~~declared ~~charitable~~by ~~foundation~~Rhinebeck ~~has~~Bancorp. ~~been~~Accordingly, ~~established~~because ~~and~~any ~~shares~~dividends ofdeclared ~~common~~and ~~stock~~paid ~~and~~by ~~cash~~Rhinebeck ~~have~~Bancorp ~~been~~would ~~contributed~~have to ~~the charitable~~be ~~foundation.~~paid RPto ~~Financial~~Rhinebeck Bancorp, ~~LC.~~MHC ~~(“RP~~along ~~Financial”),~~with ~~our~~all ~~independent~~other ~~appraiser~~stockholders, ~~has~~the ~~estimated~~amount ~~that,~~of atdividends ~~August 3,~~available ~~2018,~~for ~~assuming~~all weother ~~were~~stockholders ~~undertaking~~would ~~the~~have ~~offering,~~been ~~this~~less ~~market~~than ~~value~~if Rhinebeck Bancorp, ~~including~~MHC were allowed to waive the ~~shares~~receipt of dividends. The conversion will eliminate our mutual holding company structure and will facilitate our ability to bepay ~~issued~~dividends to ~~the~~all ~~charitable~~stockholders ~~foundation and~~of Rhinebeck Bancorp, ~~MHC,~~subject ~~was~~to ~~$89.3~~legal, ~~million.~~regulatory ~~Based~~and onfinancial considerations applicable ~~regulations~~to all financial institutions. However, ~~this~~no ~~market~~decision ~~value~~has ~~forms~~been made with respect to the ~~midpoint~~amount, if any, and timing of aany ~~valuation range~~dividend ~~with~~payments afollowing ~~minimum~~the completion of ~~$75.9~~the ~~million~~conversion and aoffering. ~~maximum~~See of“Our ~~$102.7~~Dividend ~~million~~Policy.”

~~Based~~· onImprove ~~this~~our ~~valuation~~flexibility ~~range~~to ~~and~~access ~~assuming 43% of~~ the ~~shares~~capital ~~of Rhinebeck Bancorp, Inc~~markets. ~~common~~The stock isholding ~~being~~company ~~offered~~structure ~~for~~gives ~~sale~~us ingreater ~~the~~flexibility ~~offering at $10.00 per share, 2% of our outstanding shares is issued~~ to ~~the~~access ~~charitable foundation, and 55% of~~ the ~~shares~~capital ~~are~~markets ~~retained~~to bysupport ~~Rhinebeck~~our ~~Bancorp,~~growth ~~MHC,~~through ~~Rhinebeck Bancorp,~~possible ~~Inc.~~future isequity ~~offering for sale 3,263,393 shares at the minimum of the offering range, 3,839,286 shares at the midpoint of the offering range,~~ and ~~4,415,179~~debt ~~shares at the maximum of the offering range. The $10.00 per share price was selected primarily because it is the price most commonly used in mutual holding company and standard stock conversion~~ offerings ~~by savings banks~~. IfWe ~~demand for~~have ~~shares~~no orcurrent ~~market conditions warrant~~plans, ~~the~~agreements ~~appraisal~~or ~~can~~understandings beregarding ~~increased~~any byadditional upequity toor ~~15%,~~debt ~~which would result in an appraised value of $118~~offerings.~~1 million, and we may sell up to 5,077,456 shares of common stock in the offering.~~

RP· ~~Financial~~Facilitate ~~advised~~future ~~the~~mergers ~~board~~and ofacquisitions. ~~directors that~~Although ~~the~~we ~~appraisal~~do ~~was~~not ~~prepared~~currently inhave ~~conformance~~any ~~with~~understandings or agreements regarding any specific acquisition transaction, the ~~regulatory~~stock ~~appraisal~~holding ~~methodology~~company structure will give us greater flexibility to structure, ~~which~~and ~~requires~~make us a ~~valuation~~more ~~based~~attractive onand ~~an analysis~~competitive ofbidder ~~the~~for, ~~trading~~mergers ~~prices~~and acquisitions of ~~comparable~~other ~~public~~financial institutions or financial service companies, ~~whose~~branches, ~~stock~~loan ~~have~~or ~~traded~~deposit ~~for~~portfolios, ator ~~least~~team ~~one~~lift-outs, ~~year~~as ~~prior~~opportunities toarise. The additional capital raised in the ~~valuation date~~offering also will enable us to consider larger merger or acquisition transactions. RPIn ~~Financial~~addition, ~~selected~~although we intend to remain an independent financial institution, the stock holding company structure may make us a ~~group~~more ofattractive ~~ten~~acquisition ~~comparable~~candidate ~~public~~for ~~companies~~other institutions. Applicable regulations prohibit anyone from acquiring or offering to acquire more than 10% of our stock for ~~this~~three ~~analysis~~years following completion of the conversion without regulatory approval.

RPTerms ~~Financial considered adjustments to the pro forma market value based on a comparison~~ of ~~Rhinebeck Bancorp, Inc. with~~ the peer group set forth below. RP Financial advised the board of directors that the valuation analysis took into consideration that relative to the peer group slight downward adjustments were applied for: (1) profitability growth and viability of earnings; (2) primary market area; (3) dividends; and (4) liquidity of the shares. RP Financial made no adjustments for: (1) financial condition; (2) asset growth; (3) marketing of the issue; (4) management; and (5) effect of government regulations and regulatory reform.Offering

~~The~~We ~~appraisal~~are isoffering ~~based~~for sale between 6,587,500 and 8,912,500 shares of common stock, to eligible depositors of Rhinebeck Bank, to our tax-qualified employee benefit plans and, to the extent shares remain available, in ~~part~~a oncommunity offering to the general public, with a preference given first to natural persons (including trusts of natural persons) residing in Albany, Dutchess, Orange and Ulster Counties, New York and then to Rhinebeck ~~Bank~~Bancorp’s ~~financial~~public ~~condition~~stockholders ~~and~~at ~~results~~the close of ~~operations~~business on [stockholder voting record date]. If necessary, ~~the~~we ~~pro~~will ~~forma~~also ~~effect~~offer offor sale shares to the ~~additional~~general ~~capital~~public ~~raised~~in bya syndicated community offering. Unless the ~~sale~~number of shares of common stock into be offered is increased to more than 8,912,500 shares or decreased to fewer than 6,587,500 shares, or the ~~offering~~subscription and community offerings are extended beyond [extension date], subscribers will not have the opportunity to change or cancel their stock orders once submitted. If the subscription and community offerings are extended past [extension date], all subscribers will be notified and given an ~~analysis~~opportunity ofto aconfirm, ~~peer~~change or ~~group~~cancel their orders. All subscribers will be notified by mail sent to the address the subscriber provides on the stock order form they have submitted. If you do not respond to the notice of ~~ten~~extension, ~~publicly-traded~~your ~~bank~~order ~~holding~~will ~~companies~~be cancelled and ~~savings~~we will promptly return your ~~and~~funds ~~loan~~with ~~holding~~interest ~~companies~~at ~~that~~[rate]% RPper ~~Financial~~annum ~~considers~~or ~~comparable~~cancel your deposit account withdrawal authorization. If the number of shares to ~~Rhinebeck~~be ~~Bancorp~~sold is increased to more than 8,912,500 ~~Inc.~~shares ~~The~~or ~~appraisal~~decreased ~~peer~~to ~~group~~less ~~consists~~than 6,587,500 shares, all subscribers’ stock orders will be canceled, their withdrawal authorizations will be canceled and funds delivered to us to purchase shares of common stock in the ~~following~~subscription ~~companies~~and community offerings will be returned promptly with interest at [rate]% per annum. We will then resolicit subscribers, ~~all~~giving them an opportunity to place new orders for a period of ~~which~~time. ~~are~~No ~~traded~~shares onpurchased in the ~~Nasdaq~~subscription ~~Stock~~offering ~~Market~~and community offering will be issued until the completion of any syndicated community offering, if utilized.

Company Name	Ticker Symbol	Headquarters	Total Assets at June 30, 2018
			(In millions)
Elmira Savings Bank	ESBK	Elmira, NY	$	563
ESSA Bancorp, Inc.	ESSA	Stroudsburg, PA	$	1,827
MSB Financial Corp.	MSBF	Millington, NJ	$	601
PB Bancorp, Inc.	PBBI	Putnam, CT	$	530	(1)
PCSB Financial Corporation	PCSB	Yorktown Heights, NY	$	1,480
Prudential Bancorp, Inc.	PBIP	Philadelphia, PA	$	1,029
Severn Bancorp, Inc.	SVBI	Annapolis, MD	$	821
SI Financial Group, Inc.	SIFI	Willimantic, CT	$	1,596
Standard AVB Financial Corp.	STND	Monroeville, PA	$	983
Wellesley Bancorp, Inc.	WEBK	Wellesley, MA	$	830

(1) As of March 31, 2018

The ~~following~~purchase ~~table~~price ~~presents a summary~~ of ~~selected~~each ~~pricing~~share ~~ratios~~of ~~for~~common ~~the~~stock ~~peer~~offered ~~group companies and~~ for ussale onin athe ~~non-fully~~offering ~~converted~~is ~~basis (i~~$10.e00., ~~the~~All ~~table~~investors ~~assumes that~~will ~~43%~~pay ofthe ~~our~~same ~~outstanding~~purchase ~~shares~~price per share, regardless of ~~common~~whether ~~stock~~the isshares ~~sold~~are purchased in the subscription offering, asa ~~opposed~~community tooffering ~~100%~~or ofa ~~our~~syndicated ~~outstanding~~community ~~shares~~offering. ~~of common~~Investors ~~stock).~~will ~~These~~not ~~figures~~be ~~are~~charged ~~from~~a ~~the~~commission RPto ~~Financial~~purchase ~~appraisal~~shares ~~report.~~of ~~Compared~~common tostock in the ~~average~~offering. ~~pricing~~Keefe, ~~ratios~~Bruyette & ~~of the peer group~~Woods, Inc., ~~and~~which ~~based~~we ~~upon~~refer ~~the~~to ~~information~~as ~~in the following table~~“KBW,” our ~~pro~~marketing ~~forma~~agent ~~pricing~~in ~~ratios at~~ the ~~midpoint of the~~ offering, ~~range~~will ~~indicated a~~use ~~premium~~its ofbest ~~42.6%~~efforts onto aassist ~~non-fully~~us ~~converted~~in ~~price-to-earnings~~selling ~~basis,~~shares ~~and~~of aour common ~~discount~~stock ofin ~~16.4%~~the onoffering abut ~~non-fully~~is ~~converted~~not ~~price-~~obligated to~~-book value~~ ~~basis~~purchase ~~and~~any ashares ~~discount~~ of ~~21.5%~~common onstock ain ~~non-fully~~the ~~converted price-to-tangible book value basis~~offering.

	Non-Fully Converted Pro Forma Price-to- Earnings Multiple (1)			Non-Fully Converted Pro Forma Price-to- Book Value Ratio (1)			Non-Fully Converted Pro Forma Price-to- Tangible Book Value Ratio (1)
Rhinebeck Bancorp, Inc.
Adjusted Maximum		45.77	x		120.48	%		122.70	%
Maximum		39.86			111.36			113.38
Midpoint		34.70			102.25			104.38
Minimum		29.53			92.25			94.25
Valuation of peer group companies
as of August 3, 2018
Averages		24.33	x		122.32	%		133.04	%
Medians		24.95			121.85			131.36

How We Determined the Offering Range, the Exchange Ratio and the $10.00 Per Share Purchase Price

~~(1)~~The ~~Information~~amount of common stock we are offering for sale and the ~~peer~~exchange ~~group~~ratio ~~companies~~for isthe ~~based~~exchange ~~upon~~of ~~actual~~shares ~~earnings~~of Rhinebeck Bancorp for new shares of Rhinebeck Bancorp are based on an independent appraisal of the ~~twelve~~estimated ~~months~~market ~~ended~~value ~~June~~of 30Rhinebeck Bancorp, ~~2018~~assuming the offering has been completed. RP Financial, LC. (or“RP ~~for~~Financial”), our independent appraiser, has estimated that, as of February 2, 2026, the ~~latest~~fully converted ~~available~~market ~~date)~~value was $136.0 million. Based on federal regulations, this market value forms the midpoint of a valuation range with a minimum of $115.6 million and ~~information~~a ~~for~~maximum of $156.4 million. Based on this valuation range from the appraisal, the 57.0% ownership interest of Rhinebeck Bancorp, ~~Inc~~MHC in Rhinebeck Bancorp as of December 31, 2025 being sold in the offering, certain assets held by Rhinebeck Bancorp, MHC and the $10.00 isper ~~based~~share ~~upon~~price, ~~actual~~the ~~earnings~~number of shares of common stock being offered for ~~the~~sale ~~twelve~~by ~~months~~Rhinebeck ~~ended~~Bancorp ~~June~~ranges from 306,587,500 ~~2018~~shares to 8,912,500 shares. ~~These~~The ~~ratios~~purchase ~~are~~price ~~different~~of $10.00 per share was selected primarily because it is the price most commonly used in mutual-to-stock conversions of financial institutions. The exchange ratio ranges from 1.0367 new shares at the ~~ratios~~minimum of the offering range to 1.4026 new shares at the maximum of the offering range, and will generally preserve the percentage ownership of public stockholders in ~~“Pro~~Rhinebeck ~~Forma~~Bancorp ~~Data~~immediately before the completion of the conversion.” RP Financial will update its appraisal before we complete the conversion and offering. If our pro forma market value at that time is either below $115.6 million or above $156.4 million, then, after consulting with the Federal Reserve Board and the NYSDFS, we may: terminate the offering and promptly return all funds with interest; set a new offering range and provide all subscribers the opportunity to place a new order; or take such other actions as may be permitted by the Federal Reserve Board, the NYSDFS and the Securities and Exchange Commission.

The ~~following~~appraisal is ~~table~~based ~~presents~~in apart ~~summary~~on ~~of selected~~Rhinebeck ~~pricing~~Bancorp’s ~~ratios~~financial ~~for~~condition ~~the~~and ~~peer~~results ~~group~~of ~~companies~~operations, ~~with~~the ~~such~~pro ~~ratios~~forma ~~adjusted~~effect toof ~~their~~the ~~fully~~additional ~~converted~~capital raised ~~equivalent~~in ~~basis~~the offering, and ~~the~~ ~~resulting~~an ~~pricing~~analysis ~~ratios~~of ~~for~~a ~~Rhinebeck~~peer ~~Bancorp,~~group ~~Inc.~~of ontwelve apublicly ~~fully~~traded ~~converted~~bank ~~equivalent~~holding ~~basis.~~companies ~~Compared~~that toRP ~~the~~Financial ~~average fully converted~~considers ~~pricing~~comparable ~~ratios~~to ~~of the peer group,~~ Rhinebeck Bancorp, ~~Inc.’s~~consistent ~~pro~~with ~~forma~~regulatory ~~fully~~guidelines ~~converted~~applicable ~~pricing~~to ~~ratios at~~ the ~~midpoint~~independent ofvaluation. ~~the offering~~The ~~range~~appraisal ~~indicated~~peer agroup consists ~~premium~~ of ~~31.6%~~the onfollowing ~~a fully converted price-to-earnings basis~~companies, aall ~~discount~~ of ~~44.1%~~which onare atraded ~~fully~~on ~~converted price-to-book~~the ~~value~~Nasdaq ~~basis~~Stock ~~and a discount of 47~~Market.9% onAssets aare ~~fully~~as ~~converted~~of ~~price-to-tangible~~December 31, ~~book value basis~~2025.

Fully Converted Pro Forma Price-to-Earnings Multiple (1)

Fully Converted Pro Forma Price-to-Book Value Ratio(1)

Fully Converted Pro Forma Price-to- Tangible Book Value Ratio(1)

Company Name

Ticker Symbol

Headquarters

Total Assets

Rhinebeck Bancorp, Inc.

(In millions)

Adjusted Maximum

41.34

76.34

77.16

Affinity Bancshares, Inc.

AFBI

Covington, GA

882

Maximum

36.40

72.41

73.31

BV Financial, Inc.

BVFL

Baltimore, MD

912

Midpoint

32.01

68.40

69.35

ECB Bancorp, Inc.

ECBK

Everett, MA

1,606

Minimum

27.52

63.65

64.60

FS Bancorp, Inc.

FSBW

Mountlake Terrace, WA

3,197

Valuation of peer group companies

Magyar Bancorp, Inc.

MGYR

New Brunswick, NJ

1,045

as of August 3, 2018

Northeast Community Bancorp, Inc.

NECB

White Plains, NY

2,064

Averages

24.33

122.32

133.04

Provident Financial Holdings, Inc.

PROV

Riverside, CA

1,228

Medians

24.95

121.85

131.36

Riverview Bancorp, Inc.

RVSB

Vancouver, WA

1,512

SR Bancorp, Inc.

SRBK

Bound Brook, NJ

1,143

Timberland Bancorp, Inc.

TSBK

Hoquiam, WA

2,006

Waterstone Financial, Inc.

WSBF

Wauwatosa, WI

2,260

Western New England Bancorp, Inc.

WNEB

Westfield, MA

2,736

~~(1)~~Four ~~Information~~measures ~~for~~that ~~the~~some ~~peer~~investors use ~~group~~to ~~companies~~analyze iswhether ~~based~~a ~~upon~~stock ~~actual~~might ~~earnings~~be ~~for~~a good investment are the ~~twelve~~ratios ~~months~~of ~~ended~~the ~~June~~offering ~~30,~~price ~~2018~~to ~~(or~~the ~~for~~issuer’s “book value” and “tangible book value” and the ~~latest~~ratios ~~available~~of ~~date)~~the offering price to the issuer’s earnings and ~~information~~“core ~~for~~earnings.” RP ~~Rhinebeck~~Financial ~~Bancorp~~considered these ratios in preparing its appraisal, ~~Inc~~among other factors. Book value is ~~based~~the ~~upon~~same ~~actual~~as ~~earnings~~total ~~for~~equity and represents the ~~twelve~~difference ~~months~~in ~~ended~~value ~~June~~between ~~30,~~the ~~2018~~issuer’s assets and liabilities. ~~These~~Tangible ~~ratios~~book ~~are~~value ~~different~~is ~~from~~equal to total equity minus intangible assets. For purposes of the ~~ratios~~appraisal, incore ~~“Pro~~earnings ~~Forma~~is ~~Data~~defined as net earnings after taxes, excluding the after-tax portion of income from non-recurring items.”

In applying each of the valuation methods, RP Financial considered adjustments to the pro forma market value based on a comparison of Rhinebeck Bancorp with the peer group. RP Financial advised the board of directors that the valuation conclusion included the following adjustments relative to the peer group. RP Financial made a slight downward adjustment for profitability, growth and viability of earnings and a slight upward adjustment for financial condition and made no adjustments for asset growth, dividends, liquidity of the shares, marketing of the issue, management and effect of government regulations and regulatory reform. The ~~fully~~downward ~~converted~~adjustment for profitability, growth and viability of earnings took into consideration Rhinebeck Bancorp’s less favorable efficiency ratio and lower pro forma ~~calculations~~core earnings as a percent of equity relative to the comparable peer group measures. The upward adjustment for financial condition took into consideration Rhinebeck Bancorp’s stronger pro forma capital position, ~~Inc.~~stronger ~~are~~liquidity ~~based~~and onmore favorable funding composition relative to the ~~following~~comparable ~~assumptions:~~peer group measures.

·The Afollowing table ~~number~~presents a summary of ~~shares~~selected ~~equal~~pricing toratios 8%for Rhinebeck Bancorp (on a pro forma basis) as of and for the ~~shares~~twelve ~~sold~~months inended December 31, a2025, ~~full~~and ~~conversion~~for the peer group companies based on earnings and ~~contributed~~other toinformation as of and for the ~~charitable~~twelve ~~foundation~~months ~~are~~ended December 31, ~~purchased~~2025 byor the ~~employee~~most ~~stock~~recent ~~ownership~~quarter ~~plan~~available, with stock prices as of February 2, 2026, as reflected in the ~~expense~~appraisal report. Compared to bethe ~~amortized~~average ~~over~~pricing 20of ~~years;~~the peer group, and based upon the information in the following table, our pro forma pricing ratios at the midpoint of the offering range indicated a discount of 29.7% on a price-to-book value basis, a discount of 33.3% on a price-to-tangible book value basis, and a discount of 21.5% on a price-to-earnings basis.

· A number of restricted stock awards equal to 4% of the shares sold in the offering and contributed to the charitable foundation are purchased by a stock-based benefit plan, with the expense to be amortized over five years; and

	Price-to-earnings multiple⁽¹⁾			Price-to-book value ratio			Price-to-tangible book value ratio
Rhinebeck Bancorp (on a pro forma basis, assuming completion of the conversion and offering)
Minimum		10.66	x		59.38	%		60.10	%
Midpoint		12.40	x		66.27	%		67.02	%
Maximum		14.10	x		72.46	%		73.26	%

Valuation of peer group companies, all of which are fully converted (on a historical basis):
Average		15.79	x		94.26	%		100.44	%
Median		14.46	x		95.80	%		98.30	%

·(1) APrice-to-earnings ~~number~~multiples ofcalculated ~~options~~by ~~equal~~RP toFinancial ~~10%~~in of the ~~shares~~independent ~~sold~~appraisal inare abased ~~full~~on ~~conversion~~an ~~and~~estimate ~~contributed~~of to“core” ~~the~~or ~~charitable~~recurring ~~foundation,~~earnings ~~are~~for ~~granted~~the ~~under~~twelve amonths ~~stock-based~~ended ~~benefit~~December ~~plan~~31, ~~with~~2025. ~~option~~These ~~expense~~ratios ofare ~~$2.98~~different ~~per~~than ~~option~~those ~~amortized~~presented ~~over~~in ~~five~~“Pro ~~years~~Forma Data.”

The independent appraisal does not indicate trading market value. Do not assume or expect that our valuation as indicated in the appraisal means that after the conversion and offering the shares of our common stock will trade at or above the $10.00 per share purchase price. Furthermore, ~~RP Financial used~~ the pricing ratios presented in the appraisal were used by RP Financial to estimate our pro forma appraised value for regulatory purposes and not to compare the relative value of shares of our common stock with the value of the capital stock of the peer group. The value of the capital stock of a particular company may be affected by a number of factors such as financial performance, asset size and market location.

For a more complete discussion of the amount of of common stock we are offering for sale and the independent appraisal, see “The ~~Reorganization~~Conversion and Offering—Stock Pricing and Number of Shares to be Issued.”

~~How~~Effect Weof ~~Intend~~Rhinebeck toBancorp, ~~Use~~MHC’s ~~the~~Assets ~~Proceeds~~on ~~from~~Minority ~~the Offering~~Stock Ownership

WePublic ~~intend~~stockholders of toRhinebeck ~~invest~~Bancorp atwill ~~least~~receive ~~60%~~new shares of ~~the net~~common ~~proceeds~~stock ~~from~~of ~~the~~Rhinebeck ~~offering~~Bancorp in ~~Rhinebeck~~exchange ~~Bank,~~for ~~fund~~their ~~the~~current ~~loan~~shares of common stock of Rhinebeck Bancorp pursuant to ~~our~~an ~~employee~~exchange ~~stock~~ratio ~~ownership~~that ~~plan~~is designed to ~~finance~~provide ~~its~~public ~~purchase~~stockholders ofwith approximately the same ownership ~~shares~~percentage of the common stock inof Rhinebeck Bancorp after the ~~offering,~~conversion ~~contribute~~as ~~$200~~their ownership percentage immediately before the conversion,~~000~~ without giving effect to new shares purchased in the ~~charitable~~offering ~~foundation~~or ~~and~~cash ~~retain~~paid ~~the~~in ~~remainder~~lieu of any fractional shares. However, the ~~net~~exchange ~~proceeds~~ratio atwill be adjusted downward to reflect assets held by Rhinebeck Bancorp, ~~Inc~~MHC (other than shares of common stock of Rhinebeck Bancorp) at the completion of the conversion, which net assets consisted primarily of cash totaling $99,000 as of December 31, 2025.

Assuming we sell 3,839,286 shares of common stock in the offering at the midpoint of the offering range, resulting in estimated net proceeds of $36.7 million, we intend to invest $22.0 million in Rhinebeck Bank, lend $3.5 million to our employee stock ownership plan to fund its purchase of shares of common stock, use $200,000 of the net proceeds to fund the cash contribution to the charitable foundation, and retain the remaining $11.0 million of the net proceeds at Rhinebeck Bancorp, Inc. Assuming we sell 5,077,456 shares of common stock in the offering at the adjusted maximum of the offering range, resulting in estimated net proceeds of $49.0 million, we intend to invest $29.4 million in Rhinebeck Bank, lend $4.6 million to our employee stock ownership plan to fund its purchase of shares of common stock, use $200,000 of the net proceeds to fund the cash contribution to the charitable foundation and retain the remaining $14.8 million of the net proceeds at Rhinebeck Bancorp, Inc.

Rhinebeck Bancorp, Inc. may use the funds it retains for investment, to invest in securities, to repurchase shares of common stock when permitted under applicable laws and regulations, to acquire other financial institutions or financial services companies, and for other general corporate purposes. Rhinebeck Bank may use the proceeds it receives to support increased lending and investment, to expand its retail banking franchise by establishing or acquiring new branches or to acquire other financial institutions or financial services companies or for other corporate purposes. We do not currently have any agreement or understanding regarding any acquisition transaction.

See “How We Intend to Use the Proceeds from the Offering” for more information on the proposed use of the proceeds from the offering.

The Exchange of Existing Shares of Rhinebeck Bancorp Common Stock

If you are a stockholder of Rhinebeck Bancorp immediately before the completion of the conversion and offering, your shares will be exchanged for new shares of common stock of Rhinebeck Bancorp. The number of shares of common stock you will receive will be based on the exchange ratio, which will depend upon our final appraised value and the percentage of outstanding shares of Rhinebeck Bancorp common stock owned by public stockholders immediately before the completion of the conversion and offering. The following table shows how the exchange ratio will adjust, based on the appraised value of Rhinebeck Bancorp as of February 2, 2026, assuming immediately before the completion of the conversion and offering public stockholders of Rhinebeck Bancorp owned 43.0% of Rhinebeck Bancorp common stock and Rhinebeck Bancorp, MHC had assets (excluding its shares of Rhinebeck Bancorp common stock) of $99,000. The table also shows the number of shares of Rhinebeck Bancorp common stock a hypothetical owner of Rhinebeck Bancorp common stock would receive in exchange for 100 shares of Rhinebeck Bancorp common stock owned at the completion of the conversion and offering, depending on the number of shares of common stock issued in the offering.

	Shares to be Sold in This Offering					New Shares of Rhinebeck Bancorp to be Issued for Current Shares of Rhinebeck Bancorp					Total Shares of Common Stock to be Issued in Exchange and		Exchange		Equivalent Value of Shares Based Upon Offering		Equivalent Pro Forma Tangible Book Value Per Exchanged		Whole Shares to be Received for 100 Existing
	Amount		Percent			Amount		Percent			Offering		Ratio		Price⁽¹⁾		Share⁽²⁾		Shares⁽³⁾
Minimum		6,587,500		57.0	%		4,971,197		43.0	%		11,558,697		1.0367	$	10.37	$	17.25		103
Midpoint		7,750,000		57.0	%		5,848,467		43.0	%		13,598,467		1.2197		12.20		18.20		121
Maximum		8,912,500		57.0	%		6,725,738		43.0	%		15,638,238		1.4026		14.03		19.15		140

(1)	Represents the value of new shares of Rhinebeck Bancorp common stock to be received in the conversion by a holder of one current share of Rhinebeck Bancorp, pursuant to the exchange ratio, based upon the $10.00 per share offering price.
(2)	Represents the pro forma tangible book value per share at each level of the offering range multiplied by the respective exchange ratio. At December 31, 2025, Rhinebeck Bancorp’s tangible book value per share was $12.07. Tangible book value per share is a financial measure determined by methods other than in accordance with U.S. generally accepted accounting principles (“GAAP”). See page 33 for additional information on this non-GAAP financial measure.
(3)	Cash will be paid in lieu of fractional shares.

No fractional shares of Rhinebeck Bancorp common stock will be issued to any public stockholder of Rhinebeck Bancorp. For each fractional share that otherwise would be issued, Rhinebeck Bancorp will pay cash equal to the product obtained by multiplying the fractional share interest to which the holder otherwise would be entitled by the $10.00 per share offering price.

Outstanding options to purchase shares of Rhinebeck Bancorp common stock will convert into and become options to purchase shares of Rhinebeck Bancorp common stock based upon the exchange ratio. The aggregate exercise price, duration and vesting schedule of these options will be unaffected by the conversion. At December 31, 2025, there were 258,830 outstanding options to purchase shares of Rhinebeck Bancorp common stock, all of which have vested. The outstanding options will be converted into options to purchase 268,329 shares of common stock at the minimum of the offering range and 363,034 shares of common stock at the maximum of the offering range. Because applicable regulations prohibit us from repurchasing our common stock during the first year following the conversion unless compelling business reasons exist to do so, we may use authorized but unissued shares to fund option exercises that occur during the first year following the conversion. If all existing options were exercised and funded with authorized but unissued shares of common stock following the conversion, stockholders would experience ownership dilution of approximately 2.3%.

Intended Use of the Proceeds from the Offering

We intend to (1) contribute at least 50% of the net proceeds from the offering to Rhinebeck Bank, (2) fund a loan to our employee stock ownership plan to finance its purchase of shares of common stock in the offering and (3) retain the remainder of the net proceeds from the offering at Rhinebeck Bancorp. Therefore, assuming we sell 7,750,000 shares of common stock in the offering at the midpoint of the offering range, and we have net proceeds of $74.5 million, we intend (1) to contribute $37.2 million to Rhinebeck Bank, (2) loan $3.1 million to our employee stock ownership plan to fund its purchase of shares of common stock and (3) retain the remaining $34.1 million of the net proceeds at Rhinebeck Bancorp.

Rhinebeck Bancorp may use the funds it retains for investment in securities, to repurchase shares of common stock (subject to compliance with regulatory requirements), to pay cash dividends (if declared by our board of directors), to acquire other financial institutions, and for other general corporate purposes. Rhinebeck Bank may use the net proceeds it receives to support increased lending, develop new products and services, invest in technology and grow by acquiring other financial institutions, branch offices, lines of business, or lending and deposit-gathering teams, to invest in securities or for other general corporate purposes. We do not currently have any agreements or understandings regarding any acquisition.

See “How We Intend to Use the Proceeds from the Offering” for additional information.

Persons Who May Order Shares of Common Stock in the Offering

We are offering the shares of common stock for sale in a subscription offering in the following descending order of priority:

(1.) To depositors with ~~deposit~~accounts ~~account(s)~~ at Rhinebeck Bank with aggregate balances of at least $100~~.00~~ at the close of business on December 31, ~~2016~~2024.

(2.) To our tax-qualified employee benefit plans (including Rhinebeck Bank’s employee stock ownership plan and ~~its~~ 401(k) plan), which may subscribe for, in the aggregate, up to ~~4.90~~10% of the ~~outstanding~~ shares of common stock ofsold ~~Rhinebeck~~in ~~Bancorp, Inc. at~~ the ~~completion of the~~ offering~~, including shares issued to Rhinebeck Bancorp, MHC and contributed to the charitable foundation~~. We expect our employee stock ownership plan to purchase ~~3.92~~4% of the ~~outstanding~~ shares of common stock ofsold ~~Rhinebeck~~in ~~Bancorp, Inc. at~~ the ~~completion of the~~ offering~~, including shares issued to Rhinebeck Bancorp, MHC and contributed to the charitable foundation~~.

(3.) To depositors ~~(other than officers and directors of Rhinebeck Bank, and their associates)~~ with ~~deposit~~accounts ~~account(s)~~ at Rhinebeck Bank with aggregate balances of at least $100~~.00~~ at the close of business on ~~September 30, 2018, who are not eligible in the first priority~~[SERD].

~~Shares~~(4) ofTo ~~common~~depositors ~~stock~~of ~~not~~Rhinebeck ~~purchased~~Bank ~~in the subscription offering may be offered for sale to the general public in a community offering,~~ with aaggregate ~~preference~~balances given first to natural persons residing in Dutchess, Orange and Ulster Counties in New York. The community offering may begin concurrently with, during or promptly after the subscription offering. We also may offer for sale shares of ~~common~~at ~~stock~~least ~~not~~$100 ~~purchased~~at in the ~~subscription~~ ~~offering~~close and the community offering through a syndicated community offering or a firm commitment offering. Sandler O’Neill & Partners, L.P. will act as sole manager for the syndicated community offering or firm commitment offering. We have the right to accept or reject, in our sole discretion, orders received in the community offering or syndicated community offering, and our interpretation of ~~the~~business ~~terms and conditions of the plan of reorganization will be final. Any determination to accept or reject stock orders in the community offering or syndicated community offering will be based~~ on ~~the facts and circumstances then available to us~~[VRD].

IfShares weof common ~~receive~~stock ~~orders~~not purchased in the subscription offering may be offered for ~~more~~sale ~~shares~~to ~~than we~~the ~~are~~general public in a community offering, wewith ~~may~~a preference ~~not~~given befirst ~~able~~to natural persons (including trusts of natural persons) residing in Albany, Dutchess, Orange and Ulster Counties, New York and then to ~~fully~~Rhinebeck orBancorp’s ~~partially~~public ~~fill~~stockholders ~~your~~at ~~order.~~the ~~See~~close “of business on [stockholder voting record date]. The ~~Reorganization~~community ~~and~~offering, ~~Offering”~~if ~~for~~any, may occur concurrently with, aduring ~~detailed~~or ~~description~~promptly after the subscription offering. We also may offer for sale shares of common stock not purchased in the subscription offering and the community offering, in a syndicated community offering. KBW will act as sole manager for the syndicated community offering. We have the right to accept or reject, in whole or in part, in our sole discretion, orders received in the ~~syndicated~~community offering or syndicated community offering, and our interpretation of the ~~firm~~terms ~~commitment~~and conditions of the plan of conversion will be final. Any determination to accept or reject stock orders in the community offering, asor ~~well~~syndicated ascommunity aoffering ~~discussion~~will ~~regarding~~be ~~allocation~~based ~~procedures~~on the facts and circumstances available to management at the time of the determination.

If we receive orders for more shares than we are offering for sale, we may not be able to fill your order, either fully or partially. A detailed description of the subscription offering, the community offering and the syndicated community offering, as well as a discussion regarding allocation procedures, can be found in the section of this prospectus entitled “The Conversion and Offering.”

Limits on How Much Common Stock You May Purchase

The minimum number of shares of common stock that may be purchased is 25 shares.

Generally, no individual, or individuals acting through a single qualifying account held jointly, may purchase more than 1560,000 shares ($~~150~~600,000) of common stock. If any of the following persons purchase shares of common stock, their purchases, in all categories of the offering, when combined with your purchases, cannot exceed 25120,000 shares ($~~250~~1,200,000) of common stock:

· ~~most~~your ~~companies,~~spouse ~~trusts~~or relatives of you or ~~other~~your ~~entities~~spouse living in ~~which~~your ~~you~~house ~~are~~or awho ~~senior~~is ~~officer,~~a ~~partner~~director, trustee or ~~have~~officer aof ~~substantial~~Rhinebeck ~~beneficial~~Bank, ~~interest~~Rhinebeck Bancorp or Rhinebeck Bancorp, MHC;

· ~~your~~most ~~spouse~~companies, ortrusts ~~any relative of you~~ or ~~your~~other ~~spouse~~entities ~~living~~ in ~~your~~which ~~house~~you orare ~~who is~~ a ~~director,~~senior ~~trustee, or~~ officer ~~of Rhinebeck Bancorp~~, ~~Inc.~~partner, ~~Rhinebeck~~trustee ~~Bancorp,~~or ~~MHC~~have ora ~~Rhinebeck~~substantial ~~Bank~~beneficial interest; or

other persons who may be your associates or persons acting in concert with you.

Unless we determine otherwise, persons having the same residence or mailing address and persons exercising subscription rights through qualifying ~~deposit~~ accounts registered to the same address will be subject to the overall purchase limitation of 25120,000 shares ($~~250~~1,200,000).

8In addition to the above purchase limitations, there is an ownership limitation for current stockholders of Rhinebeck Bancorp other than our employee stock ownership plan. Shares of common stock that you purchase in the offering individually or together with persons described above, plus any shares you and they receive in exchange for existing shares of Rhinebeck Bancorp common stock, may not exceed 9.9% of the total shares of common stock to be issued and outstanding after the completion of the conversion and offering. However, if, based on your current ownership level, you will own more than 9.9% of the total shares of common stock of Rhinebeck Bancorp to be issued and outstanding after the completion of the conversion and offering following the exchange of your shares of common stock, you will be ineligible to purchase any new shares in the offering. You will be required to obtain regulatory approval or non-objection before acquiring 10% or more of Rhinebeck Bancorp’s common stock.

Subject to regulatory approval, we may increase or decrease the purchase and ownership limitations at any time. See the detailed description of the purchase limitations in “The Conversion ~~Reorganization~~ and Offering—Additional Limitations on Common Stock Purchases.”

How You May Purchase Shares of Common Stock in the Subscription Offering and the Community Offering

In the subscription offering and community offering, you may pay for your shares only by:

(1.) personal check, bank check or money order, from the purchaser, made payable directly to Rhinebeck Bancorp, Inc.; or

(2.) authorizing us to withdraw available funds (without any early withdrawal penalty) from your Rhinebeck Bank deposit account(s), atother ~~Rhinebeck~~than ~~Bank.~~checking accounts or individual retirement accounts (“IRAs”); or

Rhinebeck Bank is prohibited from lending funds to anyone to purchase shares of common stock in the offering. Additionally, you may not use a line of credit check from Rhinebeck Bank or any type of third party check (~~such as a check payable to you and endorsed over to Rhinebeck Bancorp, Inc.~~3) ~~to pay for shares of common stock. Do not submit~~ cash. No wire transfer will be accepted without our prior approval. You may not authorize direct withdrawal from an individual retirement account (“IRA”) at Rhinebeck Bank. See “—Using Individual Retirement Account Funds to Purchase Shares of Common Stock.”

~~You~~Cash ~~may~~will ~~subscribe~~only ~~for~~be ~~shares~~accepted ofat ~~common~~Rhinebeck ~~stock~~Bank’s inbranch ~~the~~office ~~subscription~~located ~~and~~at ~~community~~3432 ~~offerings~~North byRoad, ~~delivering~~Poughkeepsie, aNew ~~signed~~York and ~~completed~~will ~~original~~be ~~stock~~converted ~~order~~to ~~form,~~a ~~together~~bank ~~with~~check. ~~full payment~~Please ~~payable~~do tonot ~~Rhinebeck~~submit ~~Bancorp,~~cash by ~~Inc~~mail. orYou ~~authorization~~may tonot ~~withdraw~~use ~~funds~~any ~~from~~type ~~one~~of orthird-party ~~more~~check ofto ~~your~~pay ~~deposit~~for ~~accounts~~shares atof ~~Rhinebeck~~common stock. Wire ~~Bank,~~transfers ~~provided~~will ~~that~~not webe ~~receive~~accepted. ~~your~~Applicable ~~stock~~regulations ~~order~~prohibit ~~form~~Rhinebeck ~~before~~Bank ~~5:00~~from ~~p.m.,~~lending ~~Eastern~~funds ~~Time,~~or onextending ~~[DATE~~credit ~~1],~~to ~~which~~any isperson ~~the~~to purchase ~~end~~shares of common stock in the ~~subscription~~ offering ~~period~~. You may not submit ~~your~~a ~~stock~~Rhinebeck ~~order~~Bank ~~form~~line ~~and~~of ~~payment~~credit bycheck. You ~~mail~~may ~~using~~not ~~the~~designate withdrawal ~~stock~~from ~~order~~a ~~reply~~Rhinebeck ~~envelope~~Bank ~~provided or~~account bywith ~~overnight~~check-writing ~~delivery~~privileges; torather, ~~our~~submit ~~Stock~~a ~~Information~~check. ~~Center,~~If ~~which~~you isrequest ~~located~~a atwithdrawal ~~[stock~~from ~~information~~an ~~center].~~account with ~~You~~check-writing ~~may~~privileges, ~~also~~we ~~hand-deliver stock~~reserve ~~order~~the ~~forms~~right to ~~the~~interpret ~~Stock~~that ~~Information~~as ~~Center.~~your Weauthorization ~~will~~to ~~accept~~treat ~~hand-delivered~~those ~~stock~~funds ~~order~~as ~~forms~~if ~~only~~we athad ~~this~~received a ~~location.~~check Wefor the designated amount, and will ~~not~~ ~~accept~~immediately ~~stock~~withdraw ~~order~~the ~~forms~~amount atfrom ~~our~~the ~~banking~~specified ~~offices~~account(s). DoYou may not ~~mail~~authorize ~~stock~~withdrawal from ~~order~~a ~~forms~~Rhinebeck toBank ~~any~~individual ofretirement ~~Rhinebeck~~account. ~~Bank’s~~See ~~banking~~“—Using Individual Retirement Account Funds to Purchase Shares of ~~offices~~Common Stock.”

See “The Reorganization and Offering—Procedure for Purchasing Shares in Subscription and Community Offerings—Payment for Shares” for a complete description of how to purchase shares in the subscription and community offerings.10

~~Using~~You ~~IRA~~may subscribe ~~Funds~~for shares of common stock in the subscription and community offerings by delivering a signed and completed original stock order form, together with full payment payable to ~~Purchase~~Rhinebeck ~~Shares~~Bancorp, Inc. or authorization to withdraw funds from one or more of your ~~Common~~Rhinebeck Bank deposit accounts, provided that the stock order form is received (not postmarked) before 2:00 p.m., ~~Stock~~Eastern time, on [expiration date], which is the expiration of the subscription offering period. Your completed and signed stock order form and payment may be submitted to us by paying for overnight delivery to the address listed on the stock order form or by regular mail using the stock order reply envelope provided. You may also hand deliver stock order forms to Rhinebeck Bank’s branch office located at 3432 North Road, Poughkeepsie, New York. Hand delivery of stock order forms will be accepted only at this location. We will not accept stock order forms at other offices of Rhinebeck Bank. Do not mail stock order forms to any of Rhinebeck Bank’s offices.

~~You~~See ~~may~~“The beConversion ~~able~~and ~~to subscribe~~ Offering—Procedure for ~~shares of~~Purchasing ~~common~~Shares ~~stock using funds~~ in ~~your IRA. If you wish to use some or all of~~ the ~~funds~~Subscription inand anCommunity ~~IRA~~Offerings—Payment atfor ~~Rhinebeck~~Shares” ~~Bank,~~for ~~the applicable funds must be transferred to~~ a ~~self-directed~~complete ~~account~~description maintained by an independent trustee, such as a brokerage firm, and the purchase must be made through that account. If you do not have such an account, you will need to establish one before placing your stock order. A one-time and/or annual administrative fee may be payable to the independent trustee. Because individual circumstances differ and the processing of ~~retirement~~how fund orders takes additional time, we recommend that you contact our Stock Information Center promptly, preferably at least two weeks before the [DATE 1] offering deadline, for assistance with purchases using your IRA or other retirement account you may have at Rhinebeck Bank or elsewhere. Whether you may use such funds to purchase shares in the ~~offering~~subscription ~~may depend on timing constraints~~ and, ~~possibly,~~community ~~limitations imposed by the institution holding the funds~~offerings.

~~See~~Using ~~“The~~Individual ~~Reorganization~~Retirement ~~and~~Account ~~Offering—Procedure for~~Funds ~~Purchasing~~to ~~Shares~~Purchase ~~in Subscription and Community Offerings—Payment for~~ Shares” ~~and “—Using Individual~~of ~~Retirement~~Common ~~Account Funds.”~~Stock

You may be able to subscribe for shares of common stock using funds in your IRA or other retirement account. If you wish to use some or all of the funds in your Rhinebeck Bank IRA or other retirement account, the applicable funds must be transferred to a self-directed account maintained by an independent custodian or trustee, such as a brokerage firm, and the purchase must be made through that account. If you do not have such an account, you will need to establish one before placing your stock order. An annual administrative fee may be payable to the independent custodian or trustee. Because individual circumstances differ and the processing of retirement fund orders takes additional time, we recommend that you contact our Stock Information Center promptly, preferably at least two weeks before the [expiration date] offering deadline, for assistance with purchases using funds in your IRA or other retirement account you may have at Rhinebeck Bank or elsewhere. Whether you may use such funds to purchase shares in the offering may depend on timing constraints and, possibly, limitations imposed by the institution where the funds are held.

See “The Conversion and Offering—Procedure for Purchasing Shares in the Subscription and Community Offerings—Payment for Shares” and “—Using Individual Retirement Account Funds” for a complete description of how to use IRA funds to purchase shares of common stock in the offering.

Market for Common Stock

WeExisting publicly ~~expect~~held ~~that~~shares ~~our~~of Rhinebeck Bancorp’s common stock ~~will~~are be traded on the Nasdaq Capital Market under the symbol “RBKB.” Upon ~~Sandler~~completion ~~O’Neill~~of &the ~~Partners~~conversion and offering, Lthe shares of common stock of Rhinebeck Bancorp will continue to trade on the Nasdaq Capital Market under the symbol “RBKB.P.” KBW has advised us that it intends to make a market in our common stock following the ~~completion of the~~ offering, but is ~~not~~under ~~obligated~~no obligation to do so.

9Payment of Dividends

Following completion of the offering, our board of directors will have the authority to declare dividends on our shares of common stock, subject to our capital requirements, our financial condition and results of operations, tax considerations, statutory and regulatory limitations, and general economic conditions. However, no decision has been made with respect to the amount, if any, and timing of any dividend payments. We cannot assure you that we will pay dividends in the future, or that any such dividends will not be reduced or eliminated in the future. For information regarding our proposed dividend policy, see “Our Dividend Policy.”

Following completion of the stock offering, our board of directors will have the authority to declare dividends on our common stock, subject to statutory and regulatory requirements. However, we currently intend to retain all future earnings, if any, for use in our business and do not expect to pay any cash dividends on our common stock for the foreseeable future. Any future determination to pay cash dividends on our common stock will be made by our board of directors and will depend upon our results of operations, financial condition, capital requirements, regulatory restrictions, including the Federal Reserve’s Board’s policy of prohibiting mutual holding companies from waiving the receipt of dividends, our business strategy and other factors that our board of directors deems relevant. See “Our Policy Regarding Dividends” for additional information regarding our dividend policy.11

~~Stock~~ Purchases by Directors and Executive Officers

We expect our directors and executive officers, together with their associates, to subscribe for ~~161~~86,~~300~~500 shares of common stock in the offering, representing 41.931% of the shares ~~sold~~ ~~in the offering and 2.1% of shares~~ to be ~~outstanding~~sold at the minimum of the offering range,. ~~including~~The ~~shares~~purchase ~~issued~~price topaid ~~Rhinebeck Bancorp,~~by ~~MHC~~them ~~and contributed to the charitable foundation. They~~ will ~~pay~~be the same $10.00 per share price ~~that will be~~ paid by all other persons who purchase shares of common stock in the offering. ~~See~~Following ~~“Subscriptions~~the byconversion ~~Directors~~and offering, our directors and ~~Executive~~executive ~~Officers~~officers, together with their associates, are expected to beneficially own 443,412 shares of common stock, or 3.”78% of our total outstanding shares of common stock at the minimum of the offering range, which includes shares they currently own in Rhinebeck Bancorp that will be exchanged for new shares of Rhinebeck Bancorp.

See “Subscriptions by Directors and Executive Officers” for more information on the proposed purchases of shares of common stock by our directors and executive officers.

Deadline for Orders of Shares of Common Stock in the Subscription and Community Offerings

The deadline for ~~ordering~~submitting orders to purchase shares of common stock in the subscription and community offerings is 52:00 p.m., Eastern ~~Time~~time, on [~~DATE 1~~expiration date], unless we extend this deadline. If you wish to ~~order~~purchase shares of common stock, a properly completed and signed original stock order form, together with full payment, must be be received (not postmarked) by this time.

Although we will make reasonable attempts to provide this prospectus and offering materials to holders of subscription rights, the subscription offering and all subscription rights will expire at 52:00 p.m., Eastern ~~Time~~time, on [~~DATE~~expiration 1date], whether or not we have been able to locate each person entitled to subscription rights.

See “The Conversion ~~Reorganization~~ and Offering— Procedure for Purchasing Shares in the Subscription and Community Offerings—Expiration Date” for a complete description of the deadline for ~~ordering~~purchasing shares in the offering.

You May Not Sell or Transfer Your Subscription Rights

Applicable regulations prohibit you from transferring your subscription rights. If you order shares of common stock in the subscription offering, you ~~must~~will ~~sign~~be arequired ~~written certification~~to certify that you are purchasing the common stock for yourself and that you have no agreement or understanding to sell or transfer your subscription rights or the shares that you are purchasing. We intend to take legal action, including reporting ~~persons~~ persons to federal or state agencies, against anyone who we believe has sold or transferred ~~his~~their ~~or her~~ subscription rights. We will not ~~accept~~ accept your order if we have reason to believe ~~that~~ you ~~have~~are ~~sold~~attempting to sell or ~~transferred~~transfer your subscription rights. Onto other individuals. On the stock order form, you cannot add the names of ~~other~~others ~~individuals~~ for joint stock registration ~~unless~~who ~~they~~do ~~are~~not ~~also~~have ~~named~~subscription onrights ~~the~~or ~~qualifying~~who ~~deposit~~qualify only ~~account~~in a lower subscription offering priority than you do. Doing so may jeopardize your subscription rights. You may only add those who were eligible to purchase shares of common stock in the subscription offering at your date of eligibility. In addition, the stock order form requires that you list all deposit accounts you held at your date of eligibility, giving all names on each account and the account number at the applicable eligibility date. Failure to provide this information, or providing incomplete or incorrect information, may result in a loss of part or all of your share allocation ~~if there is an oversubscription~~.

Delivery of Shares of Common Stock

All shares of common stock sold will be issued in book entry form. Stock certificates will not be issued. A statement reflecting ownership of shares of common stock issued in the subscription and community offerings will be mailed by our transfer agent to the persons entitled thereto at the registration address noted by them on their stock order forms as soon as practicable following consummation of the conversion and offering. We expect trading in the stock to begin on the day of completion of the conversion and offering or the next business day. The conversion and offering isare expected to be completed as soon as practicable following satisfaction of the conditions described below in “—Conditions to Completion of the ~~Reorganization~~ Conversion.” Until a statement reflecting your ownership of shares of common stock is available and delivered to ~~purchasers~~you, ~~purchasers~~ ~~might~~you may not be able to sell the shares of common stock that ~~they~~you purchased, in the offering, even though the common stock will have begun trading. Your ability to sell your shares of common stock before receiving your statement will depend on arrangements you may make with a brokerage firm.

1012

Conditions to Completion of the ~~Reorganization~~Conversion

We cannot complete the ~~reorganization~~conversion and ~~offering~~ offering unless:

· The plan of ~~reorganization~~conversion is approved by ~~the~~at ~~required~~least ~~vote~~75% of the votes cast by eligible depositors of Rhinebeck Bank (i.e., depositors as of the close of business on [VRD]) at a special meeting of depositors held to bevote ~~held~~ on ~~[meeting~~the ~~date]~~plan of conversion;

· WeThe ~~receive~~plan ~~orders~~of ~~for~~conversion atis ~~least~~approved by a majority of the ~~minimum~~total ~~number~~votes eligible to be cast by eligible depositors of ~~shares~~Rhinebeck Bank (i.e., depositors as of ~~common~~the ~~stock~~close ~~offered~~of inbusiness on [VRD]) at the ~~offering;~~special ~~and~~meeting;

· WeThe ~~receive~~plan ~~final~~of ~~regulatory~~conversion ~~approval~~is ~~from~~approved ~~the~~by ~~NYSDFS~~Rhinebeck ~~and~~Bancorp stockholders holding at least two-thirds of the ~~Federal~~outstanding ~~Reserve~~shares ~~Board~~of tocommon ~~complete~~stock of Rhinebeck Bancorp as of the ~~reorganization~~close ~~and~~of ~~offering.~~business on [VRD], including shares held by Rhinebeck Bancorp, MHC;

The plan of conversion is approved by Rhinebeck Bancorp stockholders holding at least a majority of the outstanding shares of common stock of Rhinebeck Bancorp as of the close of business on [VRD], excluding shares held by Rhinebeck Bancorp, MHC;

We sell at least the minimum number of shares of common stock offered in the offering; and

We receive all required regulatory approvals to complete the conversion and offering.

Rhinebeck Bancorp, MHC intends to vote its shares in favor of the plan of conversion. At the close of business on [VRD], Rhinebeck Bancorp, MHC owned 6,345,975 shares, or approximately 57.0%, of the outstanding shares of common stock of Rhinebeck Bancorp. At the close of business on [VRD], the directors and executive officers of Rhinebeck Bancorp and their affiliates owned _______ shares of Rhinebeck Bancorp (excluding exercisable options), or ___% of the outstanding shares of common stock and ___% of the outstanding shares of common stock excluding shares held by Rhinebeck Bancorp, MHC. They intend to vote those shares in favor of the plan of conversion.

Steps We May Take if We Do Not Receive Orders for the Minimum Number of Shares

If we do not receive orders for at least 3 6,~~263~~587,~~393~~500 shares of common stock, we may take ~~several~~one or more steps to sell the minimum number of shares of common stock in the offering range. Specifically, we may:

·(1) increase the purchase and ownership limitations; and/or

·(2) seek regulatory approval to extend the offering beyond [~~DATE~~extension 2date], soas long as we resolicit subscribers who previously submitted subscriptions in the offering.; and/or

If(3) weincrease ~~extend~~ the ~~offering~~shares ~~past~~purchased ~~[DATE~~by ~~2], all~~the ~~subscribers~~employee ~~will be notified and given an opportunity to confirm, change or cancel their orders. If you do not respond to this notice, we will cancel your~~ stock ~~order~~ownership ~~and promptly return your funds with interest at 0~~plan.10% per annum for funds received in the subscription and community offering or cancel your deposit account withdrawal authorization. If one or more purchase limitations are increased, subscribers in the subscription offering who ordered the maximum amount will be given the opportunity to increase their subscriptions up to the then-applicable limit.

If we extend the offering past [extension date], all subscribers will be notified and given an opportunity to confirm, change or cancel their orders. If you do not respond to the notice of extension, we will cancel your stock order and promptly return your funds with interest for funds received in the subscription and community offerings or cancel your deposit account withdrawal authorization. If one or more purchase limitations are increased, subscribers in the subscription offering who ordered the maximum amount and who indicated a desire to be resolicited under such circumstances on the stock order form will be, and in our sole discretion, some other large subscribers may be, given the opportunity to increase their subscriptions up to the then-applicable limit.

Possible Change in the Offering Range

RP Financial will update its appraisal before we complete the conversion and offering. If, ~~as a result of demand for the shares or changes in market conditions, RP Financial determines that~~ our pro forma market value ~~has~~at ~~increased,~~that wetime ~~may~~is ~~sell~~either upbelow $115.6 tomillion ~~5,077,456~~or ~~shares~~above ~~in the offering without further notice to you~~$156.4 ~~If, however,~~million (the ~~updated~~minimum ~~appraisal~~and ~~indicates~~maximum ~~our~~ pro forma market value, isrespectively, ~~either~~based ~~below~~on ~~$75.9~~the ~~million~~appraised orvalue ~~above~~of Rhinebeck ~~$118.1~~Bancorp ~~million~~as of February 2, 2026), then, after consulting with the ~~NYSDFS and the~~ Federal Reserve Board and the NYSDFS, we may:

terminate the offering and promptly return all funds (with interest paid on funds received in the subscription and community offerings);

set a new offering range; or

· take such other actions as may be permitted by the ~~NYSDFS, the~~ Federal Reserve Board, the NYSDFS and the Securities and Exchange Commission.

If we set a new offering range, we will promptly return funds, with interest at ~~0.10~~[rate]% per annum for funds received for purchases in the subscription and community offerings, and cancel any authorization to withdraw funds from deposit accounts for the purchase of shares of common stock. We will then resolicit subscribers, allowing them to place a new stock ~~orders~~order for a specified period of time.

Possible Termination of the Offering

We may terminate the offering at any time before the special meeting of depositors of Rhinebeck Bank and the special meeting of stockholders of Rhinebeck ~~with~~Bancorp that have been called to vote on the conversion and offering, and at any time after depositor and stockholder approvals with regulatory approval. If we terminate the offering, we will promptly return your funds with interest at ~~0.10~~[rate]% per annum, and we will cancel deposit account withdrawal authorizations.

~~Our~~Benefits ~~Contribution~~to ofManagement ~~Shares~~and ofPotential ~~Common~~Dilution ~~Stock~~ to ~~the~~Stockholders ~~Charitable~~Resulting ~~Foundation~~from the Conversion

ToWe ~~further~~ expect our ~~commitment~~employee tostock ~~our~~ownership ~~local community~~plan, we ~~intend~~which tois ~~establish and fund~~ a ~~charitable~~tax-qualified ~~foundation~~retirement asplan ~~part~~operated offor the ~~reorganization~~benefit ~~and~~of ~~offering.~~Rhinebeck ~~Assuming~~Bank’s ~~we receive regulatory and depositor approvals~~employees, ~~we intend~~ to ~~contribute~~purchase toup ~~the charitable foundation a number of shares of our common stock equal~~ to ~~2.0~~4% of ~~our~~the ~~outstanding~~ shares of common stock aswe ofsell ~~the~~in ~~completion of~~ the offering. ~~(including shares issued to Rhinebeck Bancorp~~However, ~~MHC), and~~if upmarket toconditions ~~$200~~warrant,~~000~~ in ~~cash.~~the Atjudgment ~~the~~of its ~~minimum~~trustee, ~~midpoint,~~the ~~maximum~~employee ~~and~~stock ~~adjusted~~ownership ~~maximum~~plan’s ofsubscription ~~the~~order ~~offering~~may ~~range,~~not webe ~~would~~filled ~~contribute~~and to the ~~charitable~~employee ~~foundation~~stock ~~151,785,~~ownership ~~178,571,~~plan ~~205,357~~may instead ~~and~~elect ~~236,161~~to purchase shares ofin ~~common~~the ~~stock,~~open ~~respectively.~~market Asfollowing athe ~~result~~completion of the ~~contribution~~conversion, we ~~expect~~subject to ~~record~~the anapproval ~~after-tax expense~~ of ~~approximately $1.5 million during~~ the ~~quarter~~Federal Reserve inBoard ~~which the reorganization~~ and ~~offering is completed, assuming~~ the ~~offering closes at the midpoint of the offering range~~NYSDFS.

~~The~~We ~~charitable~~intend to ~~foundation~~implement one or more new stock-based benefit plans no earlier than six months after completion of the conversion. Stockholder approval of these plans will be ~~dedicated~~required before implementation. We have not determined whether we will adopt the plans before or after 12 months ~~exclusively~~following the completion of the conversion. If we implement stock-based benefit plans within 12 months of the completion of the conversion, the stock-based benefit plans would be limited to ~~supporting~~reserving ~~charitable~~a ~~causes~~number ~~and~~of ~~community~~shares ~~development~~(1) up ~~activities~~to in4% of the ~~communities~~shares of common stock sold in the ~~which~~offering wefor ~~operate.~~awards ~~The~~of ~~contribution~~restricted stock or restricted stock units to employees and directors, at no cost to the recipients, and (2) up to 10% of the shares of common stock sold in the offering for issuance pursuant to the exercise of stock options by employees and ~~cash~~directors. If the stock-based benefit plan is adopted more than 12 months after the completion of the conversion, it would not be subject to the percentage ~~charitable~~limitations ~~foundation~~set forth above. We have not yet determined the definitive number of shares that will: be reserved for issuance under these plans. For a description of our current stock-based benefit plan, see “Management—Benefits to be Considered Following Completion of the Conversion—Stock-Based Benefit Plans.” Upon the effective date of the new stock-based benefit plan, no further awards will be eligible to be granted under our existing stock-based plans.

· with respect to the contribution of shares of common stock, dilute the voting interests of purchasers of shares of our common stock in the offering; and

· result in an expense, and a reduction in capital, during the quarter in which the contribution is made, equal to the full amount of the contribution to the charitable foundation, offset in part by a corresponding tax benefit.

The amount of common stock that we would offer for sale in the offering would be greater if the offering were completed without establishing and funding the charitable foundation. For a further discussion of the financial impact of the charitable foundation, including its effect on those who purchase shares in the offering, see “Risk Factors—The contribution to the charitable foundation will dilute your ownership interest and adversely affect net income in 2019,” “Risk Factors—Our contribution to the charitable foundation may not be tax deductible, which could reduce our profits,” “Comparison of Valuation and Pro Forma Information With and Without the Charitable Foundation” and “Rhinebeck Bank Community Foundation.”

Our Officers, Directors and Employees Will Receive Additional Benefits and Compensation after the Offering

In connection with the offering, we are establishing an employee stock ownership plan, and, subject to receipt of stockholder approval, we intend to implement one or more stock-based benefit plans that will provide for grants of stock options and restricted stock.

Employee Stock Ownership Plan. Rhinebeck Bank intends to adopt an employee stock ownership plan, which will grant shares of Rhinebeck Bancorp, Inc. common stock to eligible employees primarily based on their compensation. The board of directors of Rhinebeck Bancorp, Inc. will, at the completion of the offering, ratify the loan to the employee stock ownership plan and the issuance and sale of common stock to the employee stock ownership plan. It is expected that our employee stock ownership plan will purchase in the offering 3.92% of the outstanding shares of common stock of Rhinebeck Bancorp, Inc. at the conclusion of the offering (including shares issued to Rhinebeck Bancorp, MHC and contributed to the charitable foundation).

Stock-Based Benefit Plans. Following the completion of the offering, we intend to implement one or more stock-based benefit plans that will provide for grants of stock options and awards of shares of restricted common stock. In accordance with applicable regulations, we anticipate the plans will authorize a number of stock options and a number of shares of restricted common stock, not to exceed 4.90% and 1.96%, respectively, of the outstanding shares of common stock of Rhinebeck Bancorp, Inc. at the conclusion of the offering (including shares issued to Rhinebeck Bancorp, MHC and contributed to the charitable foundation). These limitations will not apply if the plans are implemented more than one year after the completion of the reorganization and offering.

The stock-based benefit plans will not be established sooner than six months after the offering and, if implemented within one year after the stock offering, the plans must be approved by a majority of the votes eligible to be cast by our stockholders, as well as a majority of the votes eligible to be cast by our stockholders other than Rhinebeck Bancorp, MHC. If stock-based benefit plans are established more than one year after the offering is completed, they must be approved by a majority of votes cast by our stockholders, as well as a majority of votes cast by our stockholders other than Rhinebeck Bancorp, MHC.

Certain additional restrictions would apply to our stock-based benefit plans if implemented within one year after completion of the offering, including:

· non-employee directors in the aggregate may not receive more than 30% of the options and shares of restricted common stock authorized under the plans;

· no non-employee director may receive more than 5% of the options and restricted stock awards authorized under the plans;

· no individual may receive more than 25% of the options and restricted stock awards authorized under the plans;

· the options and shares of restricted common stock may not vest more rapidly than 20% per year, beginning on the first anniversary of stockholder approval of the plans; and

· accelerated vesting is not permitted except for death, disability or upon a change in control of Rhinebeck Bancorp, Inc. or Rhinebeck Bank.

We have not yet determined whether we will present stock-based benefit plans for stockholder approval within one year or more than one year following the completion of the offering. If applicable regulations or policies regarding stock-based benefit plans change, including any regulations or policies restricting the size of awards and vesting of benefits as described above, the restrictions described above may not be applicable.

We may obtain the shares needed for our stock-based benefit plans by issuing additional shares of common stock from authorized but unissued shares or by repurchasing our common stock.

Equity Plan Expenses. The implementation of an employee stock ownership plan and one or more stock-based benefit plans will increase our future compensation costs, thereby reducing our earnings. For example, under our employee stock ownership plan we will be required to expense each year the fair market value of the shares committed to be released for that year to the participating employees. Similarly, if we issue restricted stock awards under a stock-based benefit plan, we would be required to expense as the shares vest, the fair market value of such shares on the grant date. Finally, if we issue stock options, we would be required to expense as the options vest, the estimated value of such options on the grant date. See “Risk Factors—Risks Related to the Offering—Our stock-based benefit plans will increase our expenses and reduce our income” and “Management—Benefits to be Considered Following Completion of the Stock Offering.”

Benefits to Management. The following table summarizes the stock benefits that our officers, directors and employees may receive following the reorganization and offering, at the adjusted maximum of the offering range and assuming that our employee stock ownership plan purchases 3.92% of our outstanding shares as of the completion of the offering (including shares issued to Rhinebeck Bancorp, MHC and contributed to the charitable foundation) and that we implement one or more stock-based benefit plans that would authorize (1) granting options to purchase up to 4.90% of the outstanding shares of common stock of Rhinebeck Bancorp, Inc. at the completion of the offering (including shares issued to Rhinebeck Bancorp, MHC and contributed to the charitable foundation) and (2) awarding shares of restricted common stock equal to 1.96% of the outstanding shares of common stock of Rhinebeck Bancorp, Inc. at the completion of the offering (including shares issued to Rhinebeck Bancorp, MHC and contributed to the charitable foundation).

Plan	Individuals Eligible to Receive Awards	Percent of Outstanding Shares			Value of Benefits Based on Adjusted Maximum of Offering Range (In Thousands)
Employee stock ownership plan	All employees		3.92	%	$	4,629
Stock awards	Directors, officers and employees		1.96			2,314
Stock options	Directors, officers and employees		4.90			1,770	(1)
Total			10.78	%	$	8,713

(1) The fair value of stock options has been estimated at $3.06 per option using the Black-Scholes option pricing model with the following assumptions: a grant-date share price and option exercise price of $10.00; no dividend yield; expected option life of 10 years; risk free interest rate of 2.85%; and a volatility rate of 13.79% based on an index of publicly traded thrift institutions.

The actual value of the shares of restricted common stock awarded under stock-based benefit plans will be based on the price of Rhinebeck Bancorp, Inc.’s common stock at the time the shares are awarded. The following table presents the total value of all shares of restricted common stock to be available for award and issuance under the stock-based benefit plans, assuming receipt of stockholder approval and that the shares are awarded when market prices range from $8.00 per share to $14.00 per share.

Share Price		148,750 Shares Awarded at Minimum of Offering Range		175,000 Shares Awarded at Midpoint of Offering Range		201,250 Shares Awarded at Maximum of Offering Range		231,438 Shares Awarded at Adjusted Maximum of Offering Range
(In thousands, except share price data)
$	8.00	$	1,190	$	1,400	$	1,610	$	1,852
$	10.00	$	1,488	$	1,750	$	2,013	$	2,314
$	12.00	$	1,785	$	2,100	$	2,415	$	2,777
$	14.00	$	2,083	$	2,450	$	2,818	$	3,240

The grant-date fair value of the options granted under the stock-based benefit plans would be based in part on the trading price of Rhinebeck Bancorp, Inc. common stock at the time the options are granted. The value will also depend on the various assumptions used in the option pricing model ultimately adopted. The following table presents the total estimated value of the options to be available for grant under the stock-based benefit plans, assuming receipt of stockholder approval, using a Black-Scholes option pricing model, and assuming the market price and exercise price for the stock options are equal and the range of market prices for the shares is $8.00 per share to $14.00 per share. The Black-Scholes option pricing model provides an estimate only of the fair value of the options, and the actual value of the options may differ significantly from the value set forth in this table.

Market/Exercise Price		Grant Date Fair Value Per Option		371,875 Options at Minimum of Offering Range		437,500 Options at Midpoint of Offering Range		503,125 Options at Maximum of Offering Range		578,594 Options at Adjusted Maximum of Offering Range
(In thousands, except market/exercise price and fair value data)
$	8.00	$	2.45	$	911	$	1,071	$	1,233	$	1,418
$	10.00	$	3.06	$	1,138	$	1,339	$	1,540	$	1,770
$	12.00	$	3.67	$	1,365	$	1,606	$	1,846	$	2,123
$	14.00	$	4.28	$	1,593	$	1,873	$	2,153	$	2,476

~~Restrictions~~The onfollowing table summarizes the ~~Acquisition~~number of ~~Rhinebeck~~shares ~~Bancorp~~of common stock and the aggregate dollar value of grants that would be available under one or more stock-based benefit plans if such plans reserve a number of shares of common stock equal to 4% and 10% of the shares sold in the offering for restricted stock awards or restricted stock units and stock options, ~~Inc~~respectively. The table shows the dilution to stockholders if ~~and~~all ~~Rhinebeck~~such ~~Bank~~shares are issued from authorized but unissued shares, instead of purchased in the open market. A portion of the stock grants shown in the table below may be made to non-management employees. The table also sets forth the number of shares of common stock to be acquired by the employee stock ownership plan for allocation to all qualifying employees.

Federal and state regulations, as well as provisions contained in the governing documents or Rhinebeck Bank and Rhinebeck Bancorp, Inc., restrict the ability of any person, firm or entity to acquire Rhinebeck Bancorp, Inc., Rhinebeck Bank, or their respective capital stock. These restrictions include the requirement that a potential acquirer of common stock obtain prior regulatory approval before acquiring in excess of 10% of the voting stock of Rhinebeck Bancorp, Inc. or Rhinebeck Bank, as well as a provision in Rhinebeck Bancorp, Inc.’s articles of incorporation that generally provides that, no person, other than Rhinebeck Bancorp, MHC, may directly or indirectly offer to acquire or acquire the beneficial ownership of more than 10% of any class of equity security of Rhinebeck Bancorp, Inc. and that any shares acquired in excess of this limit would not be entitled to be voted and would not be counted as voting stock in connection with any matters submitted to the stockholders for a vote.

	Number of Shares to be Granted or Purchased					Dilution Resulting from Issuance of Shares for Stock-Based Benefit Plans		Value of Grants (In Thousands)⁽¹⁾
		At Minimum of Offering Range	At Maximum of Offering Range	As a Percentage of Common Stock to be Sold in the Offering					At Minimum of Offering Range		At Maximum of Offering Range
Employee stock ownership plan		263,500	356,500	4.0	%	—	%⁽²⁾	$	2,635	$	3,565
Restricted stock awards		263,500	356,500	4.0		2.23			2,635		3,565
Stock options		658,750	891,250	10.0		5.39			2,213		2,995
Total		1,185,750	1,604,250	18.0	%	7.39	%⁽²⁾	$	7,483	$	10,125

Because a majority of the shares of outstanding common stock of Rhinebeck Bancorp, Inc. must be owned by Rhinebeck Bancorp, MHC, any acquisition of Rhinebeck Bancorp, Inc. must be approved by Rhinebeck Bancorp, MHC. Furthermore, Rhinebeck Bancorp, MHC would not be required to pursue or approve a sale of Rhinebeck Bancorp, Inc. even if such sale were favored by a majority of Rhinebeck Bancorp, Inc.’s public stockholders. Finally, although a mutual holding company may be acquired by a mutual institution or another mutual holding company in what is known as a “remutualization” transaction, current regulatory policy may make such transactions unlikely because of the heightened regulatory scrutiny given to the structure and pricing of such transactions. Specifically, current regulatory policy views remutualization transactions as raising significant issues concerning disparate treatment of minority stockholders and mutual members of the target entity, and raising issues concerning the effect on the mutual members of the acquiring entity. As a result, a remutualization transaction for Rhinebeck Bancorp, Inc. is unlikely unless the applicant can clearly demonstrate that the regulatory concerns are not warranted in the particular case.

(1)

The actual value of restricted stock awards will be determined based on their fair value as of the date grants are made. For purposes of this table, fair value for restricted stock awards is assumed to be the same as the offering price of $10.00 per share. The fair value of stock options has been estimated at $3.36 per option using the Black-Scholes option pricing model with the following assumptions: a grant-date share price and option exercise price of $10.00; an expected option life of six years; no dividend yield; a risk-free rate of return of 3.84%; and expected volatility of 25.40%. The actual value of stock options granted will be determined by the grant-date fair value of the options, which will depend on a number of factors, including the valuation assumptions used and the option pricing model ultimately adopted.

(2)

No dilution is reflected for the employee stock ownership plan because such shares are assumed to be purchased in the offering.

~~Possible~~We ~~Conversion~~may fund our stock-based benefit plans through open market purchases, as opposed to new issuances of ~~Rhinebeck~~stock; ~~Bancorp~~however, ~~MHC~~if any options previously granted under our existing 2020 Equity Incentive Plan or 2025 Equity Incentive Plan are exercised during the first year following completion of the offering, they will be funded with newly issued shares as applicable regulations do not permit us to ~~Stock~~repurchase our shares during ~~Form~~the first year following the completion of the offering, except to fund the grants of restricted stock under a stock-based benefit plan or under extraordinary circumstances.

In the future, Rhinebeck Bancorp, MHC may convert from the mutual to capital stock form of ownership, in a transaction commonly referred to as a “second-step conversion.” In a second-step conversion, members of Rhinebeck Bancorp, MHC would have subscription rights to purchase common stock of Rhinebeck Bancorp, Inc. and the public stockholders of Rhinebeck Bancorp, Inc. would be entitled to exchange their shares of common stock for an equal percentage of shares of the fully-converted Rhinebeck Bancorp, Inc. This percentage may be adjusted to reflect any assets owned by Rhinebeck Bancorp, MHC.

Our board of directors has no current plans to undertake a second-step conversion transaction. Any second-step conversion transaction would require the approval of holders of a majority of the outstanding shares of Rhinebeck Bancorp, Inc. common stock (excluding shares held by Rhinebeck Bancorp, MHC) and the approval of depositors of Rhinebeck Bank. Stockholders who purchase our common stock in the offering will not be able to force a second-step conversion without the consent of Rhinebeck Bancorp, MHC since a second-step conversion also requires the approval of a majority of all of the outstanding voting stock of Rhinebeck Bancorp, Inc., which can only be achieved if Rhinebeck Bancorp, MHC votes to approve the second-step conversion.

Tax Consequences

Rhinebeck Bancorp, ~~Inc.~~MHC, Rhinebeck Bancorp and Rhinebeck Bank have received an opinion of counsel, Luse Gorman, PC, regarding the material federal income tax consequences of the conversion, and have received ~~the~~ an opinion of ~~Baker~~Wolf & ~~Tilly Virchow Krause~~Company, ~~LLP~~P.C. regarding the material New York ~~State income~~ tax consequences, of the ~~reorganization and offering~~conversion. As a general matter, the ~~reorganization~~conversion ~~and offering~~ will not be a taxable transaction for purposes of federal or state income ~~taxes~~tax law to Rhinebeck Bancorp, ~~Inc.~~MHC, Rhinebeck ~~Bank~~Bancorp orand Rhinebeck Bank, persons eligible to subscribe ~~for~~in the subscription offering, or existing stockholders of Rhinebeck Bancorp (except as to cash paid in lieu of fractional shares). Existing stockholders of ~~stock~~Rhinebeck Bancorp who receive cash in lieu of fractional shares of Rhinebeck Bancorp will recognize a gain or loss equal to the ~~subscription~~difference ~~offering~~between the cash received and the tax basis of the fractional share.

~~Emerging~~Effect ~~Growth~~on ~~Company~~Voting ~~Status~~Rights of Depositors

WeDepositors ~~qualify~~of ~~as an “emerging growth~~Rhinebeck ~~company”~~Bank ~~under~~have ~~the~~voting ~~Jumpstart~~rights ~~Our~~in ~~Business~~Rhinebeck ~~Startups~~Bancorp, ~~Act~~MHC ofas ~~2012.~~to ~~For~~certain aslimited ~~long~~matters asrequiring wea sovote ~~qualify~~of wedepositors. ~~are~~Upon ~~exempt~~completion ~~from~~of ~~various reporting~~the ~~requirements~~conversion ~~applicable~~and tooffering, ~~other~~depositors ~~public~~will ~~companies~~no ~~but~~longer ~~not~~have tovoting ~~emerging growth companies~~rights. ~~See~~All ~~“Risk~~voting ~~Factors—We~~rights ~~are~~in ~~an emerging~~Rhinebeck ~~growth~~Bank ~~company,~~will ~~and~~remain ~~any~~vested ~~decision~~in onRhinebeck Bancorp ~~our~~as ~~part~~the tosole ~~comply~~stockholder ~~only~~of ~~with~~Rhinebeck ~~certain~~Bank. ~~reduced~~The ~~reporting~~public ~~and~~stockholders ~~disclosure~~of ~~requirements applicable~~Rhinebeck toBancorp ~~emerging~~will ~~growth~~possess ~~companies~~exclusive ~~could~~voting ~~make~~rights with ~~our~~respect ~~common stock less attractive~~ to ~~investors”~~Rhinebeck ~~and~~Bancorp ~~“Supervision and~~common ~~Regulation—Federal Securities Laws—Emerging Growth Company Status~~stock.”

Risk Factors

An investment in Rhinebeck Bancorp common stock is subject to risk, including risks related to our business and this offering. Before making an investment decision, you should read this entire document carefully, including the section entitled “Risk Factors” that immediately follows and that discusses the above risks in further detail.

An emerging growth company may elect to use the extended transition period to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies, but must make such election when the company is first required to file a registration statement. Such an election is irrevocable during the period a company is an emerging growth company. We have elected to use the extended transition period to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. Accordingly, our financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards.

How You Can Obtain Additional Information—Stock Information Center

Our banking personnel may not, by law, assist with investment-related questions about the offering. If you have any questions regarding the ~~reorganization~~conversion or ~~and~~ offering, call our Stock Information Center at ~~(____)~~[SIC ~~____-_____~~#]. The Stock Information Center is open Monday through Friday between 10:00 a.m. and 4:00 p.m., Eastern ~~Time.~~time, ~~The~~except ~~Stock Information Center will be closed~~ on ~~weekends and~~ bank holidays.

RISK FACTORS

You should carefully consider ~~carefully~~ the following risk factors in evaluating an investment in the shares of common stock. Any of the following risks could have a material adverse effect on our business, operating results and financial condition and could cause the trading price of our common stock to decline, which could cause you to lose all or part of your investment. In addition to these risks and the other risks and uncertainties described elsewhere in this prospectus, there may be additional risks and uncertainties that are not currently known to us or that we currently deem to be immaterial that could materially and adversely affect our business, financial condition or results of operations.

Risks Related to Our ~~Business~~Lending Activities

Our automobile lending exposes us to increased credit risks.

At June 30, 2018, $250.2 million, or 40.3% of our total loan portfolio and 31.7% of our total assets, consisted of indirect automobile loans, which represents loans originated through automobile dealers for the purchase of new or used automobiles. We intend to continue to originate indirect automobile loans and to increase this type of lending. At that date, $5.9 million, or 0.9% of our total loan portfolio, consisted of automobile loans that we originate directly. We serve customers that cover a range of creditworthiness and the required terms and rates are reflective of those risk profiles. Automobile loans are inherently risky as they are often secured by assets that may be difficult to locate and can depreciate rapidly. In some cases, repossessed collateral for a defaulted automobile loan may not provide an adequate source of repayment for the outstanding loan and the remaining deficiency may not warrant further substantial collection efforts against the borrower. Automobile loan collections depend on the borrower’s continuing financial stability, and therefore, are more likely to be adversely affected by job loss, divorce, illness, or personal bankruptcy. Additional risk elements associated with indirect lending include the limited personal contact with the borrower as a result of indirect lending through non-bank channels, namely automobile dealers. See “Business of Rhinebeck Bank—Loan Underwriting Risks.”

Our emphasis on commercial real estate and commercial business lending involves risks that could adversely affect our financial condition and results of operations.

We ~~intend~~emphasize tothe ~~continue~~origination toof ~~originate~~ commercial ~~real~~ real estate and commercial business loans, and the offering will allow us to increase our commercial lending activities and loans-to-one borrower limit. At ~~June 30~~December 31, ~~2018~~2025, our commercial real estate (which includes multi-family real estate loans and commercial construction loans) and commercial business loans totaled $~~296~~626.3 million, or 4765.74% of our loan portfolio. While these types of loans are potentially more profitable than residential mortgage loans due primarily to bearing generally higher interest rates and larger balances, they present greater risk due to greater dependency on the successful operation of the properties, and are generally more sensitive to regional and local economic conditions, making future losses more difficult to predict. These loans also generally have relatively large balances to single borrowers or related groups of borrowers. ~~Accordingly~~Also, many of our borrowers have more than one of these types of loans outstanding. Consequently, an adverse development with respect to one loan or one credit relationship can expose us to a significantly greater risk of loss compared to an adverse development with respect to a residential mortgage loan. These loans also expose us to greater credit risk than loans secured by residential real estate because the collateral securing these loans typically cannot be liquidated as easily as residential real estate. If we foreclose on these loans, our holding period for the collateral typically is longer than for a single or multi-family residential property because there are fewer potential purchasers of the collateral. In addition, changes in consumer preferences about where they work, live, shop and eat can also impact commercial real estate, which could result in declines in occupancy and declines in property values. If loans that are collateralized by commercial real estate become troubled and the value of the real estate has been significantly impaired, then we may not be able to recover the full contractual amount of principal and interest that we anticipated at the time we originated the loan, which could cause us to increase our provision for credit losses and adversely affect our operating results and financial condition. Accordingly, any charge-offs may be larger on a per loan basis than those incurred with our residential or consumer loans. ~~See “Business of Rhinebeck Bank—Loan Underwriting Risks.”~~

Our ~~business~~automobile ~~strategy~~loan ~~involves~~portfolio ~~moderate~~exposes ~~growth,~~us ~~and our financial condition and results of operations may be adversely affected if we fail~~ to ~~grow~~increased ~~or fail to manage our growth effectively~~credit risks.

~~Our~~At ~~assets~~December 31, ~~increased~~2025, $~~121~~213.78 million, or 1822.23%, ~~from~~of ~~$668~~our total loan portfolio and 16.24% ~~million~~of atour ~~December~~total 31assets, ~~2015~~consisted toof indirect automobile loans and $~~789~~4.96 million, ator ~~June~~0.5% ~~30,~~of our ~~2018,~~total ~~primarily~~loan ~~due~~portfolio, toconsisted ~~increases~~of inautomobile loans ~~receivable. Over~~that ~~the~~we ~~next~~also ~~several~~originated ~~years,~~directly. weAutomobile ~~expect~~loans toare ~~experience~~inherently ~~moderate~~risky ~~growth~~as inthey are ~~our~~secured ~~total~~by assets ~~and~~that ~~deposits~~may be difficult to locate, ~~and~~have ~~the~~high ~~scale~~loan-to-value ofratios, ~~our~~and ~~operations~~can depreciate rapidly. In some cases, repossessed ~~Achieving~~collateral ~~our~~for ~~growth~~a ~~targets~~defaulted ~~requires~~automobile usloan tomay ~~attract~~not ~~customers~~provide ~~that~~an ~~currently~~adequate ~~bank~~source atof ~~other~~repayment ~~financial~~for ~~institutions~~the inoutstanding ~~our~~loan ~~market.~~ and the remaining ~~Our~~deficiency ~~ability~~may tonot ~~grow~~warrant ~~successfully~~further ~~will~~collection efforts against the borrower. Automobile loan collections depend on athe ~~variety~~borrower’s continuing offinancial ~~factors~~stability, ~~including~~and ~~our~~therefore, ~~ability~~are more likely to ~~attract~~be ~~and~~adversely ~~retain~~affected ~~experienced~~by ~~bankers~~job loss, ~~the~~ ~~availability~~divorce, ofillness, ~~attractive~~or ~~business~~personal ~~opportunities~~bankruptcy. Furthermore, ~~competition~~our ~~from~~consumer ~~other~~lending ~~financial~~activities ~~institutions~~are insubject ~~our~~to ~~market~~numerous ~~area~~consumer ~~and~~protection ~~our ability~~laws toand ~~manage~~regulations, ~~our~~and ~~growth. While~~the weapplication ~~believe~~of various wefederal ~~have~~and ~~the~~state ~~management~~laws, ~~resources~~including bankruptcy and ~~internal~~insolvency ~~systems~~laws, inmay ~~place~~limit our ability to ~~successfully manage~~recover ~~our~~on ~~future~~such ~~growth,~~loans. ~~there~~Additional risk ~~can~~elements beassociated nowith ~~assurance~~indirect ~~growth~~lending ~~opportunities~~include ~~will~~the belimited ~~available~~personal orcontact ~~that~~with wethe ~~will~~borrower ~~successfully~~as ~~manage our~~a ~~growth. If~~result weof doindirect ~~not~~lending through ~~manage~~non-bank ~~our~~channels, ~~growth~~namely ~~effectively~~automobile dealers, weand ~~may~~reliance ~~not~~on beautomobile ~~able~~dealers to ~~achieve~~comply ~~our~~with ~~business~~fair ~~plan,~~lending ~~which~~practices. ~~would~~We ~~have~~also anrely ~~adverse~~on ~~effect~~dealerships onto ensure our ~~financial~~security ~~condition~~interest ~~and~~in ~~results~~the offinanced ~~operations~~vehicles is perfected.

Building market share through de novo branching may cause our expenses to increase faster than revenues.

We plan to continue to build market share by opening three new or de novo branches in Orange County, New York in the next three years. There are considerable costs involved in de novo branching as new branches generally require time to generate sufficient revenues to offset their initial start-up costs, especially in areas in which we do not have an established presence. Accordingly, any new branch can be expected to negatively impact our earnings until the branch attracts a sufficient level of depositors and borrowers to offset expenses. We cannot assure you that our new branches will be successful even after they have been established.

Our allowance for ~~loan~~credit losses may not be sufficient to cover actual loan losses.

We maintain an allowance for ~~loan~~credit losses, ~~which~~ which is established through a provision for ~~loan~~credit losses that represents management’s best estimate of ~~probable incurred losses within~~ the ~~existing~~lifetime ~~portfolio~~expected oflosses on loans. We make various assumptions and judgments about the collectability of loans in our portfolio, including the creditworthiness of borrowers, the strength of the economy and the value of the real estate, automobiles and other assets serving as collateral for the repayment of loans. In determining the adequacy of the allowance for ~~loan~~credit losses, we rely on our historic loss experience and our evaluation of economic conditions and other qualitative factors. If our assumptions prove to be incorrect, our allowance for ~~loan~~credit losses may not be sufficient to cover losses inherent in our loan portfolio, and adjustments may be necessary ~~to address different economic conditions or adverse developments in the loan portfolio~~. Consequently, a problem with one or more loans could require us to significantly increase our provision for loan losses. In addition, federal and state regulators periodically review our allowance for loan losses and may require us to increase our provision for loan losses or recognize further loan charge-offs. Material additions to the allowance would materially decrease our net income.

The ~~Financial Accounting Standards Board~~allowance ~~has~~for ~~adopted~~credit alosses ~~new~~is ~~accounting~~dependent ~~standard~~on ~~that~~various ~~will~~factors, beincluding ~~effective~~credit ~~for Rhinebeck Bancorp~~quality, ~~Inc.~~macroeconomic forecasts and ~~Rhinebeck~~conditions, ~~Bank~~composition ~~for~~of our loans ~~first~~and ~~fiscal year~~securities ~~beginning~~portfolios, ~~after~~and ~~December~~other ~~15,~~management ~~2020~~judgements. ~~This~~There ~~standard,~~can ~~referred~~be tono asassurance ~~Current~~that ~~Expected~~our ~~Credit~~allowance ~~Loss,~~for orcredit ~~CECL,~~losses will ~~require financial~~ ~~institutions~~be adequate to ~~determine~~cover ~~periodic~~actual ~~estimates of lifetime expected credit~~ losses. onIn ~~loans~~addition, federal and ~~recognize~~state ~~the~~regulators ~~expected~~periodically ~~credit~~review ~~losses as~~our ~~allowances~~allowance for ~~loan~~credit losses~~. This will change the current method of establishing allowances for loan losses that are probable,~~ ~~which~~and may require us to increase our ~~allowance~~provision for ~~loan~~credit losses, ~~and~~or ~~increase~~recognize ~~the~~further ~~data~~loan wecharge-offs. ~~would~~Significant ~~need~~additions to ~~collect~~the ~~and review to determine~~allowance ~~the~~could ~~appropriate~~materially ~~level~~decrease of our ~~allowance~~net ~~for loan losses~~income.

AOur ~~deterioration in economic conditions could reduce demand for our products and services and/or result in increases in our level of~~ non-~~performing~~owner ~~loans,~~occupied ~~which~~commercial ~~could~~real ~~have~~estate anloans ~~adverse~~may ~~effect~~expose onus ~~our~~to ~~results~~increased ofcredit ~~operations~~risk.

~~Unlike~~At ~~larger~~December 31, ~~financial~~2025, ~~institutions~~$261.6 ~~that~~million, or ~~are~~27.3% ~~more~~of ~~geographically~~our ~~diversified,~~total loan portfolio and 48.9% of our ~~profitability~~commercial ~~depends~~real ~~primarily~~estate onloan ~~the~~portfolio, ~~general~~consisted ~~economic~~of ~~conditions~~loans insecured ~~our~~by ~~primary~~non-owner ~~market~~occupied ~~area~~commercial real estate loans. ~~Local~~Loans ~~economic~~secured ~~conditions~~by ~~have~~non-owner occupied properties generally expose a ~~significant~~lender ~~impact~~to greater risk of non-payment and loss than loans secured by owner occupied properties because repayment of such loans depend primarily on ~~our~~the ~~residential~~tenant’s ~~real~~continuing ability ~~estate,~~to ~~commercial~~pay ~~real~~rent ~~estate~~to the property owner, ~~construction and~~who ~~consumer~~is ~~lending~~our borrower, ~~including~~or, if the ~~ability~~property ofowner ~~borrowers~~is unable to find a tenant, the property owner’s ability to repay ~~these~~the ~~loans~~loan ~~and~~without the ~~value~~benefit of a rental income stream. In addition, the ~~collateral~~physical ~~securing~~condition ~~these~~of ~~loans~~non-owner occupied properties may be below that of owner occupied properties due to lenient property maintenance standards that negatively impact the value of the collateral properties.

~~While~~We ~~economic~~are ~~conditions~~subject into ~~our~~environmental ~~primary market~~liability ~~remain~~risk ~~strong,~~associated ~~deterioration in economic conditions could result in the following consequences, any of which could have~~with alending ~~material adverse effect on our business, financial condition, liquidity and results of operations:~~activities.

·A ~~demand~~significant portion of our loan portfolio is secured by real estate, and we could become subject to environmental liabilities with respect to one or more of these properties. During the ordinary course of business, we may foreclose on and take title to properties securing defaulted loans. In doing so, there is a risk that hazardous or toxic substances could be found on these properties. If so, we may be liable for remediation costs, as well as for personal injury and property damage, civil fines and criminal penalties regardless of when the hazardous conditions or toxic substances first affected any particular property. Further if we are the owner or former owner of a contaminated site, we may be subject to claims by third parties based on damages and costs resulting from environmental contamination emanating from the property. Environmental laws may require us to incur substantial expenses to address unknown liabilities and may materially reduce the affected property’s value or limit our ~~products~~ability to use or sell the affected property. In addition, future laws or regulations or more stringent interpretations or enforcement policies with respect to existing laws or regulations may increase our exposure to environmental liability. Although we have policies and ~~services~~procedures to perform an environmental review before initiating any foreclosure on nonresidential real property, these reviews may ~~decrease;~~not be sufficient to detect all potential environmental hazards. The remediation costs and any other financial liabilities associated with an environmental hazard could have a material adverse effect on us.

· loan delinquencies, problem assets and foreclosures may increase;

· collateral for loans, especially real estate, may decline in value, thereby reducing customers’ future borrowing power, and reducing the value of assets and collateral associated with existing loans;

· the value of our securities portfolio may decrease; and

· the net worth and liquidity of loan guarantors may decrease, thereby impairing their ability to honor commitments to us.

Moreover, a significant decline in general economic conditions, caused by inflation, recession, acts of terrorism, an outbreak of hostilities or other international or domestic calamities, unemployment or other factors beyond our control could further impact these local economic conditions and could further negatively affect our financial performance. In addition, deflationary pressures, while possibly lowering our operating costs, could have a significant negative effect on our borrowers, especially our business borrowers, and the values of underlying collateral securing loans, which could negatively affect our financial performance.

Risks Related to Economic Conditions

Our business may be adversely affected by downturns in the local economy.

Substantially all of our loans are to businesses and individuals in the Hudson Valley region of New York. A decline in local economic conditions may have a greater effect on our earnings and capital than on larger financial institutions whose operations and real estate loans are geographically diverse. Many of the loans in our portfolio are secured by real estate. Deterioration in the real estate markets where collateral for a mortgage loan is located could negatively affect the borrower's ability to repay the loan and the value of the collateral securing the loan. Real estate values are affected by various other factors, including changes in general or regional economic conditions, government regulations or policies and natural disasters. If we are required to liquidate a significant amount of collateral during a period of reduced real estate values, our financial condition and profitability could be adversely affected. Recessionary conditions or adverse economic conditions in our local market areas may reduce our rate of growth, affect our customers' ability to repay loans and adversely impact our business, financial condition, and results of operations.

A decline in economic conditions could reduce demand for our products and services and/or result in increases in our level of non-performing loans, which could have an adverse effect on our results of operations.

General business, political and economic conditions, including inflation, unemployment, money supply fluctuations, the imposition of tariffs or other domestic or international governmental policies and the shape of the interest rate curve may adversely affect our profitability. Negative changes in these general business and economic conditions could have the following consequences, any of which could have a materially adverse impact on our business, financial condition and results of operations:

loan delinquencies, problem assets and foreclosures may increase;

our allowance for credit losses may increase;

demand for our products and services may decline possibly resulting in a decrease in our total loans, total deposits, or assets;

inflation may accelerate, which may increase our operating costs and also may increase real estate costs and lower customer buying power, thereby reducing loan demand;

the value of our securities portfolio may decrease;

collateral for loans may decline in value, thereby reducing customers’ borrowing power, and reducing the value of assets and collateral associated with existing loans;

the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us; and

the amount of our low-cost or non-interest bearing deposits may decrease and the composition of our deposits may be adversely affected.

Inflation can have an adverse impact on our business and on our customers.

Inflation risk is the risk that the value of assets or income from investments may decline as inflation reduces the purchasing power of money. Although inflation moderated during 2024 and 2025, price levels remained elevated as of December 31, 2025, and interest rates remained higher than historical norms. Elevated inflation and interest rates have adversely affected, and may continue to adversely affect, the fair value of our investment securities, particularly longer-duration, fixed-rate securities, and have increased our non-interest expenses. In addition, inflation and higher costs of living and doing business may adversely affect our customers’ financial condition and their ability to repay loans. A deterioration in economic conditions in the United States or our primary market areas could result in increased loan delinquencies and non-performing assets, declines in collateral values, and reduced demand for our products and services, which could materially and adversely affect our business, financial condition, and results of operations.

Changes to trade policies and tariffs can have an adverse impact on our business and our customers.

Changes in trade policies, including the imposition of tariffs or the escalation of a trade war, could negatively impact the economic conditions in the markets we serve. Our customers – particularly local businesses engaged in agriculture, manufacturing, and retail – may face higher costs for imported goods and materials, reduced export demand, and supply chain disruptions due to increased tariffs. These challenges could lead to lower revenues, reduced profitability, and potential layoffs, all of which may impair our customers’ ability to meet their financial obligations. Furthermore, prolonged trade tensions and economic uncertainty could lead to market volatility, declining asset values, and weakened consumer confidence. If our customers experience financial stress, we could see an increase in loan delinquencies and credit losses, negatively affecting our asset quality and overall financial performance. Additionally, any decline in local economic activity could reduce loan demand, deposit growth, and fee income, which are critical to our long-term success. While we actively monitor economic and policy developments, we cannot predict the outcome of trade negotiations or the full impact of tariffs and trade restrictions on our business, customers, and the broader economy. Any adverse effects from tariffs or a trade war could materially and negatively impact our financial condition, results of operations, and future growth prospects.

Interruption of our customers' supply chains could negatively impact their business and operations and impact their ability to repay their loans.

Any material interruption in our customers’ supply chains, such as a material interruption of the resources required to conduct their business resulting from interruptions in service by third-party providers, trade restrictions, such as increased tariffs or quotas, embargoes or customs restrictions, social or labor unrest, natural disasters, epidemics or pandemics or political disputes and military conflicts, that cause a material disruption in our customers' supply chains, could have a negative impact on their business and ability to repay their borrowings with us. In the event of disruptions in our customers' supply chains, the labor and materials they rely on in the ordinary course of business may not be available at reasonable rates or at all. Additionally, changes in distribution of federal funds or freezing of federal funds, including reductions in federal workforce causing unemployment, could have an adverse effect on the ability of consumers and businesses to pay debts and/or affect the demand for loans and deposits.

Risks Related to Interest Rates

Changes in interest rates may reduce our profits.

Our profitability, like that of most financial institutions, depends to a large extent upon our net interest income, which is the difference between our interest income on interest-earning assets, such as loans and securities, and our interest expense on interest-bearing liabilities, such as deposits and borrowed funds. Accordingly, our results of operations depend largely on movements in market interest rates and our ability to manage our interest-rate-sensitive assets and liabilities in response to these movements. Factors such as inflation, recession and instability in financial markets, among other factors beyond our control, may affect interest rates.

IfDecreases in interest rates can result in increased prepayments of loans and mortgage-related securities, as borrowers refinance to reduce their borrowing costs. Under these circumstances, we are subject to reinvestment risk as we may have to reinvest such loan or securities prepayments into lower-yielding assets, which may also negatively impact our income. Changes in market interest rates may also affect the demand for our products and services and competition for deposits. Conversely, if interest rates rise, and the interest rates on our deposits increase faster than the interest rates we receive on our loans and investments, our interest rate spread would decrease, which would have a negative effect on our net interest income and profitability. Furthermore, increases in interest rates may adversely affect the ability of borrowers to make loan repayments on adjustable-rate loans, as the interest owed on such loans would increase as interest rates increase. Conversely, decreases in interest rates can result in increased prepayments of loans and mortgage-related securities, as borrowers refinance to reduce their borrowing costs. Under these circumstances, we are subject to reinvestment risk as we may have to reinvest such loan or securities prepayments into lower-yielding assets, which may also negatively impact our income.

IfChanges in interest rates ~~rise,~~also weaffect ~~expect~~the value ~~that~~of our ~~net~~ ~~portfolio~~interest-earning ~~value~~assets ofand, ~~equity~~in ~~would~~particular, ~~decrease.~~our ~~Net~~investment securities portfolio. Fluctuations in market value ofmay ~~equity~~be caused ~~represents~~by ~~the~~changes ~~present~~in ~~value~~market ofinterest ~~the~~rates, ~~expected~~lower ~~cash~~market ~~flows from~~prices ~~our~~for ~~assets~~securities ~~less~~and ~~the~~limited ~~present~~investor ~~value~~demand. ofGenerally, the ~~expected~~fair value ~~cash~~of ~~flows~~fixed-rate ~~arising~~securities ~~from~~fluctuates ~~our~~inversely ~~liabilities,~~with ~~adjusted~~changes ~~for~~in ~~the~~interest ~~value~~rates. ofStockholders’ ~~off-balance~~equity, specifically ~~sheet~~accumulated ~~contracts.~~other Atcomprehensive ~~June~~income 30(loss), ~~2018,~~is ~~and~~increased ~~assuming~~or adecreased ~~400~~by ~~basis~~the ~~point~~amount ~~increase~~of change in ~~market~~the ~~interest~~estimated ~~rates,~~fair wevalue ~~estimate~~of ~~that~~ our securities available for sale, net ~~portfolio value~~of ~~would~~deferred income taxes. Increases in interest rates generally decrease bythe ~~$3.4~~fair ~~million~~value of securities available for sale, orwhich ~~11%.~~adversely ~~See~~impacts ~~“Management~~stockholders’s ~~Discussion~~equity. ~~and~~On ~~Analysis~~December 31, of2025, ~~Financial~~we ~~Condition~~recorded ~~and~~an ~~Results~~accumulated other comprehensive loss, net of ~~Operations—Management~~tax, of ~~Market~~$6.3 ~~Risk—Net~~million ~~Portfolio~~related ~~Value~~to ~~Simulation~~net changes in the fair value of our available-for-sale investment securities portfolio.”

Any substantial, unexpected or prolonged change in market interest rates could have a material adverse effect on our financial condition, liquidity and results of operations. While we pursue an asset/liability strategy designed to mitigate our risk from changes in interest rates, changes in interest rates can still have a material adverse effect on our financial condition and results of operations. Changes in interest rates also may negatively affect our ability to originate real estate loans, the value of our assets and our ability to realize gains from the sale of our assets, all of which ultimately affect our earnings. Also, our interest rate risk modeling techniques and assumptions cannot fully predict or capture the impact of actual interest rate changes on our balance sheet or projected operating results. For further discussion of how changes in interest rates could impact us, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Management of Market Risk.”

Our cost of operations is high relative to our assets. Our failure to maintain or reduce our operating expenses may reduce our profits.

Our non-interest expenses totaled $12.8 million and $25.1 million for the six months ended June 30, 2018 and the year ended December 31, 2017, respectively. Although we continue to monitor our expenses and have achieved certain efficiencies, we have experienced increased costs. Moreover, our efficiency ratio remains high as a result of our higher operating expenses, even though we have increased our net interest income. Our efficiency ratio totaled 82.99% and 76.10% for the six months ended June 30, 2018 and the year ended December 31, 2017, respectively. Failure to control or maintain our expenses may reduce future profits.

Changes in the valuation of our securities portfolio may reduce our profits and our capital levels.

Our securities portfolio may be affected by fluctuations in market value, potentially reducing accumulated other comprehensive income or earnings. Fluctuations in market value may be caused by changes in market interest rates, lower market prices for securities and limited investor demand. Management evaluates securities for other-than-temporary impairment on a quarterly basis, with more frequent evaluation for selected issues. In analyzing a debt issuer’s financial condition, management considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, industry analysts’ reports and spread differentials between the effective rates on instruments in the portfolio compared to risk-free rates. If this evaluation shows impairment to the actual or projected cash flows associated with one or more securities, we may take a charge to earnings to reflect such impairment. Changes in interest rates may also have an adverse effect on our financial condition, as our available-for-sale securities are reported at their estimated fair value, and therefore are affected by fluctuations in interest rates. We increase or decrease our stockholders’ equity by the amount of change in the estimated fair value of the available-for-sale securities, net of taxes. Declines in market value may result in other-than-temporary impairments of these assets, which may lead to accounting charges that could have a material adverse effect on our net income and stockholders’ equity. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Securities Portfolio.”

Changes in laws and regulations and the cost of regulatory compliance with new laws and regulations may adversely affect our operations and/or increase our costs of operations.

We are subject to extensive regulation, supervision and examination by our banking regulators. Such regulation and supervision govern the activities in which a financial institution and its holding company may engage and are intended primarily for the protection of insurance funds and the depositors and borrowers of Rhinebeck Bank rather than for the protection of our stockholders. Regulatory authorities have extensive discretion in their supervisory and enforcement activities, including the ability to impose restrictions on our operations, classify our assets and determine the level of our allowance for loan losses. These regulations, along with the currently existing tax, accounting, securities, deposit insurance and monetary laws, rules, standards, policies, and interpretations, control the methods by which financial institutions conduct business, implement strategic initiatives, and govern financial reporting and disclosures. Any change in such regulation and oversight, whether in the form of regulatory policy, new regulations, legislation or supervisory action, may have a material impact on our operations. Further, changes in accounting standards can be both difficult to predict and involve judgment and discretion in their interpretation by us and our independent accounting firms. These changes could materially impact, potentially retroactively, how we report our financial condition and results of operations.

Strong competition within our market area may reduce our profits and slow growth.

We face strong competition in making loans and attracting deposits. Price competition for loans and deposits sometimes requires us to charge lower interest rates on our loans and pay higher interest rates on our deposits, and may reduce our net interest income. Competition also makes it more difficult and costly to attract and retain qualified employees. Many of the institutions with which we compete have substantially greater resources and lending limits than we have and may offer services that we do not provide. Our competitors often aggressively price loan and deposit products when they enter into new lines of business or new market areas. If we are unable to effectively compete in our market area, our profitability would be negatively affected. The greater resources and broader offering of deposit and loan products of some of our competitors may also limit our ability to increase our interest-earning assets. For more information about our market area and the competition we face, see “Business of Rhinebeck Bank—Market Area” and “—Competition.”

We have become subject to more stringent capital requirements, which may adversely impact our return on equity, require us to raise additional capital, or constrain us from paying dividends or repurchasing shares.

Federal regulations establish minimum capital requirements for insured depository institutions, including minimum risk-based capital and leverage ratios, which were effective for us on January 1, 2015, and define what constitutes “capital” for calculating these ratios. The new minimum capital requirements are: (1) a new common equity Tier 1 capital ratio of 4.5%; (2) a Tier 1 to risk-based assets capital ratio of 6%; (3) a total capital ratio of 8%; and (4) a Tier 1 leverage ratio of 4%. The regulations also require unrealized gains and losses on certain “available-for-sale” securities holdings to be included for calculating regulatory capital requirements unless a one-time opt-out is exercised. We elected to exercise our one-time option to opt-out of the requirement under the final rule to include certain “available-for-sale” securities holdings for calculating our regulatory capital requirements. The regulations also establish a “capital conservation buffer” of 2.5%, and, when fully phased in, will result in the following minimum ratios: (1) a common equity Tier 1 capital ratio of 7.0%, (2) a Tier 1 to risk-based assets capital ratio of 8.5%, and (3) a total capital ratio of 10.5%. The capital conservation buffer requirement began being phased in January 2016 at 0.625% of risk-weighted assets and is increasing each year until fully implemented in January 2019. An institution will be subject to limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses if its capital level falls below the buffer amount. These limitations will establish a maximum percentage of eligible retained income that can be utilized for such actions.

~~The~~Any ~~application~~substantial ofor ~~more~~unexpected ~~stringent~~change ~~capital~~in market ~~requirements~~interest rates could, ~~among~~have ~~other~~a ~~things,~~material ~~result~~adverse ineffect ~~lower~~on ~~returns~~our onfinancial ~~equity~~condition, ~~require~~liquidity ~~the~~and ~~raising~~results of ~~additional~~operations. ~~capital,~~Changes ~~and~~in ~~result~~interest inrates ~~regulatory~~also ~~actions~~may ifnegatively weimpact ~~were~~our toability ~~be unable~~ to ~~comply~~originate ~~with~~real ~~such~~estate ~~requirements. Implementation of changes to asset risk weightings for risk-based capital calculations~~loans, ~~items~~the ~~included~~value orof ~~deducted~~our inassets ~~calculating regulatory capital~~ and~~/or~~ ~~additional capital conservation buffers could result in management modifying its business strategy, and could limit~~ our ability to ~~make~~realize ~~distributions, including~~gains ~~paying~~from ~~out~~the ~~dividends~~sale orof ~~buying~~our ~~back~~assets, ~~shares.~~all ~~See~~of ~~“Supervision~~which ~~and~~may ~~Regulation—Federal~~ultimately ~~Bank~~affect ~~Regulation—Capital~~our ~~Requirements~~earnings.”

~~Non-compliance~~Risks ~~with~~Related ~~the~~to ~~USA~~Our ~~PATRIOT~~Funding ~~Act, Bank Secrecy Act, or other laws~~ and ~~regulations could result in fines or sanctions.~~Liquidity

~~The~~Our ~~USA~~inability ~~PATRIOT and Bank Secrecy Acts require financial institutions~~ to ~~develop~~generate ~~programs~~core todeposits ~~prevent~~may ~~financial~~cause ~~institutions~~us ~~from being used for money laundering and terrorist activities. If such activities are detected, financial institutions are obligated~~ to ~~file suspicious activity reports~~rely ~~with~~more ~~the~~heavily ~~U.S.~~on ~~Treasury’s~~wholesale ~~Office~~funding ofstrategies ~~Financial Crimes Enforcement Network. These rules require financial institutions to establish procedures~~ for ~~identifying~~funding and ~~verifying~~liquidity ~~the~~needs, ~~identity~~which ~~of customers that open new financial accounts. Failure to comply with these regulations~~ could ~~result~~have inan ~~fines~~adverse oreffect ~~sanctions, including restrictions~~ on ~~conducting~~our ~~acquisitions~~net ~~or establishing new~~interest ~~branches.~~margin ~~Several banking institutions have received large fines for non-compliance with these laws~~ and ~~regulations~~profitability. While we have developed policies and procedures designed to assist in compliance with these laws and regulations, these policies and procedures may not be effective in preventing violations of these laws and regulations.

~~Our~~We ~~success~~must ~~depends~~maintain sufficient funds to respond to the needs of depositors and borrowers. Deposits have traditionally been our primary source of funds for use in lending and investment activities. We also receive funds from loan repayments, investment maturities and income on ~~retaining~~other ~~certain~~interest-earning ~~key~~assets. ~~personnel~~While we emphasize generating transaction accounts, we cannot guarantee if and when this will occur. Further, the considerable competition for deposits in our market area also has made, and may continue to make, it difficult for us to obtain reasonably priced deposits. Moreover, deposit balances can decrease if customers perceive alternative investments as providing a better risk/return tradeoff. If we are not able to increase our lower-cost transactional deposits at a level necessary to fund our asset growth or deposit outflows, we may be forced seek other sources of funds, including certificates of deposit, FHLB advances, brokered deposits and lines of credit to meet the borrowing and deposit withdrawal requirements of our customers, which may be more expensive and have an adverse effect on our net interest margin and profitability.

~~Our~~A ~~performance~~lack ~~largely depends on the talents and efforts~~ of ~~highly~~liquidity ~~skilled~~could ~~individuals~~adversely ~~who~~affect ~~comprise~~ our ~~senior~~financial ~~management team. We rely on key personnel to manage and operate~~condition ~~our business, including major revenue generating functions such as loan~~ and ~~deposit~~results ~~generation and our wealth management business. The loss~~ of ~~key~~operations ~~staff may adversely affect our ability to maintain~~ and ~~manage these functions effectively, which could negatively affect our income. In addition, loss of key personnel could~~ result in ~~increased~~regulatory ~~recruiting~~limits ~~and~~being ~~hiring~~placed ~~expenses, which would reduce our net income. Our continued ability to compete effectively depends~~ on ~~our ability to attract new employees and to retain and motivate our existing employees~~us.

~~Systems~~Liquidity ~~failures~~is oressential ~~breaches~~to our business. We rely on our ability to generate deposits and effectively manage the repayment and maturity schedules of our ~~network~~loans ~~security~~to ~~could~~ensure that we have adequate ~~subject~~liquidity usto fund our operations. An inability to ~~increased~~raise ~~operating~~funds ~~costs~~through deposits, borrowings, the sale of loans and other sources could have a substantial negative effect on our liquidity. Our most important source of funds is deposits. Deposit balances can decrease when customers perceive alternative investments as ~~well~~providing a better risk/return tradeoff, which are strongly influenced by such external factors as ~~litigation~~the direction and level of interest rates, local and national economic conditions and the availability and attractiveness of alternative investments. Further, the demand for deposits may be reduced due to a variety of factors such as negative trends in the banking sector, the level of and/or composition of our uninsured deposits, demographic patterns, changes in customer preferences, reductions in consumers’ disposable income, the monetary policy of the Federal Reserve Board or regulatory actions that decrease customer access to particular products. If customers move money out of deposits, we may lose a relatively low-cost source of funds, increasing our funding costs and reducing our net interest income and net income. Any changes made to the rates offered on deposits to remain competitive with other ~~liabilities~~financial institutions may also adversely affect profitability and liquidity. Depending on the capitalization and regulatory treatment of depository institutions, including whether an institution is subject to a supervisory prompt corrective action directive, certain additional regulatory restrictions and prohibitions may apply, including restrictions on interest rates paid on deposits and on the acceptance of brokered deposits. Significant deposit withdrawals could materially reduce our liquidity, and, in such an event, we may be required to replace such deposits with higher-costing borrowings.

~~Our~~Other ~~operations~~primary ~~depend~~sources ~~upon~~of ~~our~~funds ~~ability~~consist toof cash ~~protect~~flows ~~our~~from ~~computer~~operations ~~systems~~ and ~~network~~sales ~~infrastructure~~of ~~against~~investment ~~damage~~securities and borrowings from ~~physical~~the ~~theft,~~FHLB ~~fire,~~of ~~power~~New ~~loss,~~York ~~telecommunications failure~~and orthe aFederal ~~similar~~Reserve ~~catastrophic~~Board. ~~event,~~We asalso may ~~well~~borrow asfunds from ~~security~~third-party ~~breaches~~lenders, ~~denial~~such ofas ~~service attacks, viruses, worms and~~ other ~~disruptive~~ ~~problems~~financial ~~caused by hackers~~institutions. ~~Any~~Our ~~damage~~access orto ~~failure~~funding ~~that~~sources ~~causes an interruption~~ in ~~our~~amounts ~~operations~~adequate ~~could have a material~~to ~~adverse~~finance ~~effect~~or oncapitalize our ~~financial~~activities, ~~condition~~or ~~and~~on ~~results~~terms ofthat ~~operations.~~are ~~Computer~~acceptable ~~break-ins~~to us, ~~phishing and other disruptions~~ could ~~also jeopardize~~be ~~the~~impaired ~~security~~by offactors ~~information~~that ~~stored~~affect inus ~~and~~directly ~~transmitted~~or the ~~through~~financial ~~our~~services ~~computer~~industry ~~systems~~or ~~and~~economy ~~network~~in ~~infrastructure~~general, ~~which may~~such ~~result~~as disruptions in ~~significant~~the ~~liability~~financial tomarkets usor ~~and~~negative ~~may~~views ~~cause existing~~ and ~~potential~~expectations about ~~customers~~the toprospects ~~refrain~~for ~~from~~the ~~doing~~financial ~~business~~services ~~with us~~industry. ~~Although~~ ~~we,~~Our ~~with~~liquidity ~~the~~is ~~help~~also ofaffected ~~third-party~~by ~~service~~a ~~providers,~~decrease ~~intend~~in tothe ~~continue~~sale toof ~~implement~~mortgage ~~security~~loans ~~technology and establish~~as ~~operational~~a ~~procedures~~result ~~designed~~of ~~to prevent such damage,~~ our ~~security~~decision ~~measures~~to ~~may~~retain ~~not~~more bemortgage ~~successful.~~loans ~~In addition, advances~~ in ~~computer capabilities, new discoveries in~~ the ~~field~~portfolio, ofhigher ~~cryptography~~market orinterest ~~other~~rates ~~developments~~negatively ~~could~~impacting ~~result in~~ originations, a ~~compromise~~downturn orin ~~breach of the algorithms we and~~ our ~~third-party~~markets ~~service~~or ~~providers~~by ~~use~~one toor ~~encrypt~~more ~~and~~adverse ~~protect~~regulatory ~~customer~~actions ~~transaction~~against ~~data~~us. A ~~failure~~lack of ~~such~~liquidity ~~security measures~~ could ~~have~~also aattract ~~material~~increased ~~adverse~~regulatory scrutiny ~~effect~~and onpotential ~~our~~restraints ~~financial~~imposed ~~condition~~on ~~and~~us ~~results~~by ~~of operations~~regulators.

It is possible that we could incur significant costs associated with a breach of our computer systems. While we have cyber liability insurance, there are limitations on coverage. Furthermore, cyber incidents carry a greater risk of injury to our reputation. Finally, depending on the type of incident, banking regulators can impose restrictions on our business and consumer laws may require reimbursement of customer losses.

Any decline in available funding could adversely impact our ability to originate loans, invest in securities, meet our expenses or fulfill obligations such as repaying our borrowings or meeting deposit withdrawal demands, any of which could have a material adverse impact on our liquidity, business, financial condition and results of operations.

Risk Related to Our Business Strategy

Our long-term business strategy involves organic growth, and our financial condition and results of operations may be adversely affected if we fail to grow or fail to manage our growth effectively.

After experiencing a decline in total assets, including the intentional decrease in automobile loans and a planned securities portfolio repositioning in 2024, our balance sheet stabilized in 2025 and total assets increased by $46.0 million, or 3.7%, from $1.26 billion at December 31, 2024 to $1.30 billion at December 31, 2025. We expect to continue pursuing sustainable organic growth in total assets and deposits going forward, accompanied by a corresponding increase in the scale and complexity of our operations. Achieving our organic growth objectives will depend on several factors, including our ability to attract new customers from competing financial institutions, retain and recruit experienced bankers, identify and pursue attractive lending and deposit-gathering opportunities, and compete effectively within our market area. In addition, we plan to expand our lending beyond our current market areas, which could result in additional risk related to those new market areas. We may enter into strategic partnerships with third parties to expand our product offerings, facilitate deposit account openings and grow core deposits.

Although we believe we have the management depth, infrastructure, and systems necessary to support our planned growth, we may not be able to secure appropriate growth opportunities or successfully execute our strategy. If we are unable to identify or implement third party partnerships, we may not fully achieve our growth objectives. Further, to the extent such third party arrangements result in new products, we may be need to hire personnel or rely on the expertise of such third parties. If we fail to grow as expected, or if we are unable to manage growth effectively, we may not be able to execute our business plan, which could adversely affect our financial condition and results of operations. If appropriate opportunities present themselves, we may engage in other business growth initiatives or undertakings. We may not successfully identify appropriate opportunities, may not be able to negotiate or finance such activities and such activities, if undertaken, may not be successful.

Our inability to tailor our retail delivery model to respond to consumer preferences in banking may negatively affect earnings.

Our branch network continues to be a very significant source of new business generation, however, consumers continue to migrate much of their routine banking to self-service channels. In recognition of this shift in consumer patterns, we regularly review our branch network, which can result in branch consolidation accompanied by the enhancement of our capabilities to serve its customers through alternate delivery channels. In that regard, we expect to devote substantial time and resources to improving our digital products and services. The success of these initiatives will depend on, among other things, whether our upgraded technology and digital solutions are received favorably by our customers and employees and improves their experiences and interactions with us. If we are unable to fully implement the digital offerings or successfully achieve these objectives with customers, the anticipated benefits of these initiatives may not be realized fully, or at all, or may take longer to realize than expected or we may experience significant customer attrition.

We may pursue acquisitions of other financial institutions, branch offices, lines of business, or lift-outs of lending or deposit gathering teams from other financial institutions.

We will evaluate merger and acquisition opportunities of other financial institutions, branch offices, lines of business, or lift-outs of lending and deposit-gathering teams from other financial institutions. As a result, negotiations may take place and future mergers or acquisitions, with consideration consisting of cash and/or equity securities, may occur. We would seek merger and acquisition opportunities that offer us the potential to expand our market footprint or improve profitability through economies of scale or expanded services. Increased expenses associated with acquiring other institutions, branches, lines of business or teams may have an adverse effect on our financial results and may involve various other risks commonly associated with acquisitions, including, among other things: payment of a premium over book and market values that may dilute our tangible book value and earnings per share in the short- and long-term; potential exposure to unknown or contingent liabilities and potential asset quality problems of acquired assets; potential volatility in reported income associated with goodwill impairment losses; difficulty and expense of integrating acquired operations or personnel; inability to realize expected revenue increases, cost savings, increases in geographic or product presence, or other projected benefits of the acquisition; potential disruption to our business and diversion of our management’s time and attention; the possible loss of key employees and customers of acquired businesses; and potential changes in banking or tax laws or regulations that may affect the target company or business.

Risks Related to Laws and Regulations

Changes in laws and regulations and the cost of regulatory compliance with new laws and regulations may adversely affect our operations and/or increase our costs of operations.

We are subject to extensive regulation, supervision and examination by our banking regulators. Such regulation and supervision govern the activities in which a financial institution and its holding company may engage and are intended primarily for the protection of insurance funds and our depositors and borrowers rather than for the protection of our stockholders. Regulatory authorities have extensive discretion in their supervisory and enforcement activities, including the ability to impose restrictions on our operations, classify our assets and determine the level of our allowance for credit losses. These regulations, along with the currently existing tax, accounting, securities, deposit insurance and monetary laws, rules, standards, policies, and interpretations, control the methods by which financial institutions conduct business, implement strategic initiatives, and govern financial reporting and disclosures. Any change in such regulation and oversight, whether in the form of regulatory policy, new regulations, executive orders, legislation or supervisory action, may have a material impact on our operations. Further, compliance with such regulation may increase our costs and limit our ability to pursue business opportunities.

The fiscal, monetary and regulatory policies of the federal government and its agencies could have an adverse effect on our results of operations.

In addition to being affected by general economic conditions, our earnings and growth are affected by the policies of the Federal Reserve Board. An important function of the Federal Reserve Board is to regulate the money supply and credit environment. Among the instruments used by the Federal Reserve Board to implement these objectives are open market purchases and sales of U.S. Government securities, adjustments of the discount rate and changes in banks’ reserve requirements against bank deposits. These instruments are used in varying combinations to influence overall economic growth and the distribution of credit, bank loans, investments and deposits. The Federal Reserve Board’s policies determine in large part the cost of funds for lending and investing and the return earned on those loans and investments, both of which affect our net interest margin. Its policies can also adversely affect borrowers, potentially increasing the risk that they may fail to repay their loans. The monetary policies and regulations of the Federal Reserve Board have had a significant effect on the overall economy and the operating results of financial institutions in the past and are expected to continue to do so in the future.

Additionally, Congress and the administration through executive orders controls fiscal policy through decisions on taxation and expenditures. Depending on industries and markets involved, changes to tax law and increased or reduced public expenditures could affect us directly or the business operations of our customers.

Changes in Federal Reserve Board and other governmental policies, fiscal policy, and our regulatory environment generally are beyond our control, and we are unable to predict what changes may occur or the manner in which any future changes may affect our business, financial condition and results of operations.

Non-compliance with the USA PATRIOT Act, Bank Secrecy Act, or other laws and regulations could result in fines or sanctions.

The USA PATRIOT and Bank Secrecy Acts require financial institutions to develop programs to prevent financial institutions from being used for money laundering and terrorist activities. If such activities are detected, financial institutions are obligated to file suspicious activity reports with the U.S. Treasury’s Office of Financial Crimes Enforcement Network. These rules require financial institutions to establish procedures for identifying and verifying the identity of customers that open new financial accounts. Failure to comply with these regulations could result in fines or sanctions, including restrictions on conducting acquisitions or establishing new branches. While we have developed policies and procedures designed to assist in compliance with these laws and regulations, these policies and procedures may not be effective in preventing violations of these laws and regulations.

Changes in accounting standards could affect reported earnings.

The bodies responsible for establishing accounting standards, including the Financial Accounting Standards Board, the Securities and Exchange Commission and bank regulators, periodically change the financial accounting and reporting guidance that governs the preparation of our financial statements. These changes can be hard to predict and can materially impact how we record and report our financial condition and results of operations. In some cases, we could be required to apply new or revised guidance retroactively.

We are subject to stringent capital requirements, which may adversely impact our return on equity, or constrain us from paying dividends or repurchasing shares.

Federal regulations establish minimum capital requirements for insured depository institutions, including minimum risk-based capital and leverage ratios, and define what constitutes “capital” for calculating these ratios. The regulations establish a “capital conservation buffer” of 2.5%, which, when added to the minimum capital ratios, result in the following minimum ratios: (1) a common equity Tier 1 capital ratio of 7.0%, (2) a Tier 1 to risk-based assets capital ratio of 8.5%, and (3) a total capital ratio of 10.5%. An institution will be subject to limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses if its capital level falls below the buffer amount. These limitations establish a maximum percentage of eligible retained income that can be utilized for such actions.

The application of stringent capital requirements could, among other things, require us to maintain higher capital levels resulting in lower returns on equity, raise capital and result in regulatory actions if we were to be unable to comply with such requirements. Furthermore, the imposition of additional liquidity requirements could result in our having to lengthen the term of our funding, restructure our business models, and/or increase our holdings of liquid assets. Implementation of changes to asset risk weightings for risk-based capital calculations, items included or deducted in calculating regulatory capital and/or additional capital conservation buffers could result in management modifying its business strategy, and could limit our ability to make distributions, including paying out dividends or buying back shares.

Risks Related to Our Business and Operations

Strong competition within our market area may reduce our profits and slow growth.

We face strong competition in making loans and attracting deposits. Price competition for loans and deposits sometimes requires us to charge lower interest rates on our loans and pay higher interest rates on our deposits, which may reduce our net interest income. Many of the institutions with which we compete have substantially greater resources, lending limits and efficiencies of scale than we have, and may offer services that we do not provide. Our competitors often aggressively price loan and deposit products when they enter into new lines of business or new market areas. If we are unable to effectively compete in our market area, our profitability would be negatively affected. The greater resources and broader offering of deposit and loan products of some of our competitors may also limit our ability to increase our interest-earning assets. Competition also makes it more difficult and costly to attract and retain qualified employees. For more information about our market area and the competition we face, see “Business of Rhinebeck Bank— Market Area” and “— Competition.”

Our cost of operations is high relative to our assets. Our failure to maintain or reduce our operating expenses may reduce our profits.

Our non-interest expenses totaled $39.0 million and $36.8 million for the years ended December 31, 2025 and 2024, respectively. Although we have achieved certain efficiencies, our efficiency ratio, comparative to peers, remains high. Our efficiency ratio totaled 73.12% and 82.34% for the years ended December 31, 2025 and 2024, respectively. Our business strategy includes growth, expansion of our market area, and improvements in technology and product offerings, which are intended to produce efficiencies and long-term cost savings but may increase our expenses in the short-term. Failure to control or maintain our expenses may reduce future profits.

Our success depends on hiring and retaining certain key personnel.

Our performance largely depends on the talents and efforts of highly skilled individuals who comprise our senior management team and top-producing lenders. We rely on key personnel to manage and operate our business, including major revenue generating functions such as loan and deposit generation and our wealth management business. The loss of key staff may adversely affect our ability to maintain and manage these functions effectively, which could negatively affect our income. In addition, loss of key personnel could result in increased recruiting and hiring expenses, which would reduce our net income. Further, competition for qualified employees and personnel in the banking industry is intense. The process of recruiting personnel with the combination of skills and attributes required to carry out our strategies is often lengthy. Our continued ability to compete effectively depends on our ability to attract new employees and to retain and motivate our existing employees.

Changes in management’s estimates and assumptions may have a material impact on our consolidated financial statements and our financial condition or operating results.

In preparing ~~this~~the ~~prospectus as well as~~ periodic reports we ~~will be required to~~ file under the Securities Exchange Act of 1934, including our consolidated financial statements, ~~our~~ ~~management~~we isare ~~and will be~~ required ~~under applicable rules and regulations~~ to make estimates and assumptions as of specified dates. These estimates and assumptions are based on ~~management’s~~our best estimates and experience at such times and are subject to to substantial risk and uncertainty. Materially different results may occur as circumstances change and additional information becomes known. Areas requiring significant estimates and assumptions by management include our evaluation of the adequacy of our allowance for ~~loan~~ credit losses, the determination of our deferred income taxes, ~~our~~and ~~fair value measurements,~~ our determination of goodwill ~~impairment,~~ ~~and our evaluation of our defined benefit pension plan obligations~~impairment.

We may be subject to risks and losses resulting from fraudulent activities that could adversely impact our financial performance and results of operations.

As a bank, we are susceptible to fraudulent activity against us or our clients, which may result in financial losses or increased costs to us or our clients, disclosure or misuse of our information or our client information, misappropriation of assets, privacy breaches against our clients, litigation or damage to our reputation. We are most subject to fraud and compliance risk in connection with the origination of loans, ACH transactions, wire transactions, ATM transactions, checking transactions, and debit cards that we have issued to our customers and through our online banking portals. We maintain a system of internal controls and insurance coverage to mitigate against such risks, including data processing system failures and errors, and customer fraud. If our internal controls fail to prevent or detect any such occurrence, or if any resulting loss is not insured or exceeds applicable insurance limits, it could have a material adverse effect on our business, financial condition and results of operations.

Our risk management framework may not be effective in mitigating risk and reducing the potential for significant losses.

Our risk management framework is designed to to minimize risk and loss ~~to us~~. We seek to identify, measure, monitor, report and control our exposure to risk, including strategic, market, liquidity, compliance and operational risks. While we use broad and diversified risk monitoring and mitigation techniques, these techniques are inherently limited because they cannot anticipate the existence or future development of ~~currently~~ unanticipated or unknown risks. Recent economic conditions and heightened legislative and regulatory scrutiny of the financial services industry, among other developments, have increased our level of risk. ~~Accordingly,~~We we could suffer losses if we fail to properly anticipate and manage these risks.

We are subject to environmental liability risk associated with lending activities.

A significant portion of our loan portfolio is secured by real estate, and we could become subject to environmental liabilities with respect to one or more of these properties. During the ordinary course of business, we may foreclose on and take title to properties securing defaulted loans. In doing so, there is a risk that hazardous or toxic substances could be found on these properties. If hazardous conditions or toxic substances are found on these properties, we may be liable for remediation costs, as well as for personal injury and property damage, civil fines and criminal penalties regardless of when the hazardous conditions or toxic substances first affected any particular property. Environmental laws may require us to incur substantial expenses to address unknown liabilities and may materially reduce the affected property’s value or limit our ability to use or sell the affected property. In addition, future laws or more stringent interpretations or enforcement policies with respect to existing laws may increase our exposure to environmental liability. Although we have policies and procedures to perform an environmental review before initiating any foreclosure on nonresidential real property, these reviews may not be sufficient to detect all potential environmental hazards. The remediation costs and any other financial liabilities associated with an environmental hazard could have a material adverse effect on us.

Risks Related to the Offering

The future price of our shares of common stock may be less than the $10.00 offering price per share.

If you purchase shares of common stock in the offering, you may not be able to sell them later at or above the $10.00 offering price. In many cases, shares of common stock issued by newly converted savings institutions have traded below the initial offering price. The aggregate purchase price of the shares of common stock sold in the offering will be based on an independent appraisal. The independent appraisal is not intended, and should not be construed, as a recommendation of any kind as to the advisability of purchasing shares of common stock. The independent appraisal is based on certain estimates, assumptions and projections, all of which are subject to change from time to time. After the shares begin trading, the trading price of our common stock will be determined by the marketplace, and may be influenced by many factors, including our performance, prevailing interest rates, the overall performance of the economy, changes in federal tax laws, new regulations, investor perceptions of Rhinebeck Bancorp, Inc. and the outlook for the financial services industry in general. Price fluctuations in our common stock may be unrelated to our operating performance.

Persons who purchase stock in the offering will own a minority of Rhinebeck Bancorp, Inc.’s common stock and will not be able to exercise voting control over most matters put to a vote of stockholders.

Public stockholders will own a minority of the outstanding shares of Rhinebeck Bancorp, Inc.’s common stock. As a result, stockholders other than Rhinebeck Bancorp, MHC will not be able to exercise voting control over most matters put to a vote of stockholders. Rhinebeck Bancorp, MHC will own a majority of Rhinebeck Bancorp, Inc.’s common stock after the offering and, through its board of directors, will be able to exercise voting control over most matters put to a vote of stockholders. Generally, the same directors and officers who manage Rhinebeck Bank will also manage Rhinebeck Bancorp, Inc. and Rhinebeck Bancorp, MHC. Our board of directors, officers or Rhinebeck Bancorp, MHC may take action that the public stockholders believe to be contrary to their interests. The only matters that stockholders other than Rhinebeck Bancorp, MHC will be able to exercise voting control currently include any proposal to implement stock-based benefit plans or a “second-step” conversion. In addition, Rhinebeck Bancorp, MHC may exercise its voting control to prevent a sale or merger transaction in which stockholders could receive a premium for their shares.

Our failure to effectively deploy the net proceeds may have an adverse effect on our financial performance.

We intend to invest between $18.6 million and $25.5 million of the net proceeds of the offering (or $29.4 million at the adjusted maximum of the offering range) in Rhinebeck Bank. We may use the remaining net proceeds to invest in securities and for general corporate purposes, including, subject to regulatory limitations, repurchasing shares of common stock. We also expect to use a portion of the net proceeds we retain to fund a loan to Rhinebeck Bank’s employee stock ownership plan to purchase shares of common stock in the offering and to fund the charitable foundation. Rhinebeck Bank may use the net proceeds it receives to fund new loans, expand its retail banking franchise by establishing or acquiring new branches or by acquiring other financial institutions or other financial services companies, or for other general corporate purposes. However, except for funding the loan to the employee stock ownership plan and funding the charitable foundation, we have not allocated specific amounts of the net proceeds for any of these purposes. Therefore, we will have significant flexibility in determining the amount of the net proceeds we apply to different uses and when we apply or reinvest such proceeds. Also, certain of these uses, such as opening new branches or acquiring other financial institutions, may require prior regulatory approval. We have not established a timetable for reinvesting the net proceeds, and we cannot predict how long it will take to reinvest the net proceeds. Our failure to utilize these funds effectively and timely would reduce our profitability and may adversely affect the value of our common stock.

Our return on equity may be low following the offering and this could negatively affect the trading price of our shares of common stock.

Net income divided by average stockholders’ equity, known as “return on equity,” is a ratio many investors use to compare the performance of financial institutions. Our return on equity may be low until we are able to leverage the additional capital we receive from the offering. Our return on equity will be negatively affected by added expenses associated with our employee stock ownership plan and the stock-based benefit plans we intend to implement. Until we can increase our net interest income and non-interest income and deploy the capital raised in the offering, we expect our return on equity to be low, which may reduce the market price of our shares of common stock. At the midpoint of the offering range, Rhinebeck Bancorp, Inc.’s pro forma consolidated return on equity for the six months ended June 30, 2018 would have equaled 2.73% (annualized), compared to Rhinebeck Bancorp, MHC’s return on equity for the six months ended June 30, 2018 of 4.41% (annualized).

We are an emerging growth company, and if we elect to comply only with the reduced reporting and disclosure requirements applicable to emerging growth companies, our common stock may be less attractive to investors.

We are an emerging growth company, and, for as long as we continue to be an emerging growth company, we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies,” including, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Investors may find our common stock less attractive if we choose to rely on these exemptions.

As an emerging growth company, we also will not be subject to Section 404(b) of the Sarbanes-Oxley Act of 2002, which would require that our independent auditors review and attest to the effectiveness of our internal control over financial reporting. We could be an emerging growth company for up to five years following the completion of this offering. We will cease to be an emerging growth company upon the earliest of: (1) the end of the fiscal year following the fifth anniversary of this offering; (2) the first fiscal year after our annual gross revenues are $1.07 billion or more; (3) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; or (4) the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million at the end of the second quarter of that fiscal year.

We will need to implement additional financial and accounting systems, procedures and controls to satisfy our new public company reporting requirements.

Upon completion of the offering, we will become a public reporting company. The federal securities laws and regulations of the Securities and Exchange Commission require that we file annual, quarterly and current reports, and that we maintain effective disclosure controls and procedures and internal controls over financial reporting. We expect that the obligations of being a public company, including substantial public reporting obligations, will require significant expenditures and place additional demands on our management team. These obligations will increase our operating expenses and could divert management’s attention from our banking operations.

Our stock-based benefit plans, if implemented, will increase our expenses and reduce our income.

We intend to adopt one or more stock-based benefit plans after the offering, subject to stockholder approval, which would increase our annual compensation and benefit expenses related to stock options and stock awards granted to participants under the stock-based benefit plans. The amount of these stock-related compensation and benefit expenses would depend on the number of options and stock awards granted, the fair value of the options and our stock on the date of grant, the vesting period, and other factors that we cannot predict at this time. If we adopt stock-based benefit plans within 12 months following the offering, the total shares of common stock reserved for issuance pursuant to awards of restricted stock and grants of options under such plans would be limited to 1.96% and 4.90%, respectively, of the outstanding shares of common stock of Rhinebeck Bancorp, Inc. at the completion of the offering (including shares issued to Rhinebeck Bancorp, MHC and contributed to the charitable foundation). If we award restricted shares of common stock or grant options in excess of these amounts under stock-based benefit plans adopted more than 12 months after the completion of the offering, our costs would increase further.

We anticipate that our employee stock ownership plan will purchase 3.92% of our outstanding shares (including the shares issued to Rhinebeck Bancorp, MHC and contributed to the charitable foundation). The cost of acquiring the shares of common stock for the employee stock ownership plan will be between $3.0 million at the minimum of the offering range and $4.6 million at the adjusted maximum of the offering range. We will record annual employee stock ownership plan expenses in an amount equal to the fair value of shares of common stock committed to be released to employees. If shares of common stock appreciate in value over time, compensation expense relating to the employee stock ownership plan will increase.

The estimated expense in the first year following the offering for shares purchased in the offering by our employee stock ownership plan and for stock-based benefit plans implemented within one year after the offering, subject to receipt of stockholder approval, is approximately $1.0 million ($837,000 after tax) at the adjusted maximum of the offering range as set forth in the pro forma financial information under “Pro Forma Data,” assuming the $10.00 per share offering price as fair market value. Actual expense may be higher if the price of our common stock at the time the shares are allocated or awarded is greater than $10.00 per share. For further discussion of our proposed stock-based plans, see “Management—Benefits to be Considered Following Completion of the Offering.”

Implementing stock-based benefit plans may dilute your ownership interest. Historically, stockholders have approved these stock-based benefit plans.

We intend to adopt one or more new stock-based benefit plans following the offering, subject to stockholder approval. These plans may be funded either through open market purchases or by issuing additional authorized but unissued shares of common stock. Our ability to repurchase shares of common stock to fund these plans will be subject to many factors, including applicable regulatory restrictions on common stock repurchases, the availability of stock in the market, the trading price of our stock, our capital levels, alternative uses for our capital and our financial performance. While we intend to fund the new stock-based benefit plans through open market purchases, stockholders would experience a 6.4% dilution in ownership interest if newly issued shares of our common stock are used to fund stock options and shares of restricted common stock in amounts equal to 4.90% and 1.96%, respectively, of the outstanding shares of common stock of Rhinebeck Bancorp, Inc. at the completion of offering (including shares issued to Rhinebeck Bancorp, MHC and contributed to the charitable foundation). If we adopt the plans more than 12 months following the offering, new stock-based benefit plans would not be subject to these limitations and stockholders could experience greater dilution.

Although our stockholders must approve the implementation of any stock-based benefit plans follow the offering, the overwhelming majority of stock-based benefit plans implemented by converting institutions and their holding companies have been approved by stockholders.

Federal Reserve Board regulations and policy effectively prohibit Rhinebeck Bancorp, MHC from waiving the receipt of dividends, which will likely preclude us from paying any dividends on our common stock.

Rhinebeck Bancorp, Inc.’s board of directors will have the authority to declare dividends on our common stock subject to statutory and regulatory requirements. We currently intend to retain all our future earnings, if any, for use in our business and do not expect to pay any cash dividends on our common stock in the foreseeable future. Any future determination to pay cash dividends will be made by our board of directors and will depend upon our financial condition, results of operations, capital requirements, restrictions under Federal Reserve Board regulations and policy, our business strategy and other factors that our board of directors deems relevant.

Under Federal Reserve Board regulations and policy, if Rhinebeck Bancorp, Inc. pays dividends to its public stockholders, it also would be required to pay dividends to Rhinebeck Bancorp, MHC, unless Rhinebeck Bancorp, MHC waives the receipt of such dividends. Current Federal Reserve Board policy has been to prohibit mutual holding companies that are regulated as bank holding companies, such as Rhinebeck Bancorp, MHC, from waiving the receipt of dividends and the Federal Reserve Board ’s regulations implemented after the enactment of the Dodd-Frank Act effectively prohibit federally-chartered mutual holding companies from waiving dividends declared by their subsidiaries. See “Subscription and Regulation—Holding Company Regulation—Waivers of Dividends by Rhinebeck Bancorp, MHC” for a further discussion of the applicable requirements related to the potential waiver of dividends by a mutual holding company. Moreover, since (1) federal regulations and policy effectively require any dividends declared by Rhinebeck Bancorp, Inc. to be paid to all stockholders, including Rhinebeck Bancorp, MHC, and (2) Rhinebeck Bancorp, Inc. will sell only a minority of its shares to the public and will contribute the remaining shares to Rhinebeck Bancorp, MHC, Rhinebeck Bancorp, Inc. will raise significantly less capital than would have been the case if it sold all its shares to the public. As a result, paying dividends to Rhinebeck Bancorp, MHC — an entity that will not be paying for the shares of Rhinebeck Bancorp, Inc. common stock it receives in connection with the offering, may be inequitable to public stockholders and not in their best financial interests. Therefore, unless Federal Reserve Board regulations and policy change by allowing Rhinebeck Bancorp, MHC to waive the receipt of dividends declared by Rhinebeck Bancorp, Inc. without diluting minority stockholders, it is unlikely that Rhinebeck Bancorp, Inc. will pay any dividends.

~~Various~~We ~~factors~~are ~~may~~a ~~make~~community ~~takeover~~bank ~~attempts~~and ~~more~~our ~~difficult~~ability to maintain our reputation is critical to ~~achieve~~the success of our business. The failure to do so may materially adversely affect our performance.

~~Stock~~We ~~banks~~are ~~and~~a ~~savings~~community ~~banks~~bank, orand ~~holding~~our reputation is ~~companies,~~one asof ~~well~~the asmost ~~individuals,~~valuable ~~may~~components ~~not~~of ~~acquire~~our ~~control~~business. A key component of aour ~~mutual~~business ~~holding~~strategy ~~company,~~is ~~such~~to asrely ~~Rhinebeck~~on ~~Bancorp,~~our ~~Inc.~~reputation Asfor ~~result~~integrity, ~~the~~reliability, ~~only~~customer ~~persons~~service ~~that~~and ~~may~~knowledge ~~acquire~~of ~~control~~local ofmarkets ato ~~mutual~~expand ~~holding~~our ~~company~~presence ~~are~~by ~~other~~capturing ~~mutual~~new ~~savings~~business ~~institutions~~opportunities orfrom ~~mutual~~existing and ~~holding~~prospective ~~companies~~customers in our market area and contiguous areas. Threats to our reputation can come from many sources, including adverse ~~Accordingly~~sentiment about financial institutions generally, itunethical ispractices, ~~very~~employee ~~unlikely~~misconduct, ~~that~~failure ~~Rhinebeck~~to ~~Bancorp~~deliver minimum standards of service or quality, ~~Inc.~~compliance ~~would~~deficiencies, becybersecurity ~~subject~~incidents, toerrors ~~any~~in ~~takeover~~the ~~attempt~~use byof ~~activist~~artificial ~~stockholders~~ intelligence and questionable or ~~other~~fraudulent activities ~~financial~~of ~~institutions~~our customers. In addition, ~~certain~~third ~~provisions~~parties ofwith ~~our~~whom ~~articles~~we ofhave ~~incorporation~~relationships ~~and~~may ~~bylaws~~take ~~and~~actions ~~state~~over ~~and~~which ~~federal~~we have limited control ~~banking~~that ~~laws~~could negatively impact perceptions about us or the financial services industry. The proliferation of social media may increase the likelihood that negative information about us, ~~including~~whether ~~regulatory~~or ~~approval~~not ~~requirements~~accurate, could ~~make~~impact itthe ~~more~~our ~~difficult~~reputation ~~for~~and abusiness. ~~third~~Negative ~~party~~publicity regarding toour ~~acquire~~business, ~~control~~employees, ~~of Rhinebeck~~or ~~Bancorp~~customers, ~~Inc.~~with or without ~~our~~merit, ~~board~~may result in the loss of ~~directors’~~customers ~~prior~~and ~~approval~~employees, costly litigation and increased governmental regulation, all of which could adversely affect our business and operating results.

~~Under~~Risks ~~Federal~~Related ~~Reserve Board regulations, for a period of three years following completion of the offering, no person may directly or indirectly acquire or offer~~ to ~~acquire beneficial~~Our ~~ownership~~Wealth ofManagement more than 10% of our common stock without prior approval of the Federal Reserve Board. Under federal law, subject to certain exemptions, a person, entity or group must notify the Federal Reserve Board before acquiring control of a bank holding company. Acquisition of 10% or more of any class of voting stock of a bank holding company creates a rebuttable presumption that the acquirer “controls” the bank holding company. Also, a bank holding company must obtain the prior approval of the Federal Reserve Board and the NYSDFS before, among other things, acquiring direct or indirect ownership or control of more than 5% of any class of voting shares of any bank, including Rhinebeck Bank.Business

~~There~~Our ~~also~~wealth ~~are~~management ~~provisions~~business inis ~~our~~subject ~~articles of organization that may be used~~ to ~~delay~~risks ~~or block a takeover attempt, including a provision that prohibits any person, other than~~associated ~~Rhinebeck~~with ~~Bancorp, MHC, from voting more than 10% of~~ the ~~shares~~industry ~~of common stock outstanding. Taken as a whole, these statutory provisions~~ and ~~provisions~~strong incompetition ~~our~~for ~~articles of incorporation could result in our being less attractive to a potential acquirer and thus could adversely affect the market price of our common stock~~clients.

~~For~~At ~~additional~~December 31, ~~information~~2025, ~~see~~our ~~“Restrictions~~wealth management ondivision, ~~Acquisition~~Rhinebeck ofAsset Management, had approximately $243.0 million in assets under management. Rhinebeck ~~Bancorp,~~Asset ~~Inc~~Management’s operations may present risks not borne by institutions that focus exclusively on other traditional retail and commercial banking products. For example,” “the investment advisory industry and Rhinebeck Asset Management~~—Employment~~’s ~~Agreements”~~results of operations are subject to fluctuations in the stock market that may have a significant adverse effect on transaction fees, client activity and ~~“—Benefits~~client investment portfolio gains and losses. Significant fluctuations in interest rates and securities prices may affect the value of the assets managed by Rhinebeck Asset Management and may also influence financial advisor and investor decisions regarding whether to beinvest ~~Considered~~in, ~~Following~~or ~~Completion~~maintain an investment in, one or more of our wealth management solutions. The clients of Rhinebeck Asset Management are generally free to change financial advisors or withdraw the ~~Offering~~funds they have invested at any time.” Significant changes in investing patterns or large-scale withdrawal of investment funds could have an adverse effect on this line of business. In addition, new or modified regulations may adversely affect our wealth management services.

~~Our~~Due to strong competition, our wealth management business may not be able to retain existing clients or attract new clients. Competition is strong because there are numerous well-established and successful investment management and wealth advisory firms including commercial banks and trust companies, investment advisory firms, mutual fund companies, stock ~~value~~brokerage firms, and other financial companies. Many of our competitors have greater resources than we have. Our ability to successfully attract and retain wealth management clients is dependent upon our ability to compete with competitors’ investment products, level of investment performance, client services, and marketing and distribution capabilities. If we are not successful, our results of operations and financial condition may be negatively ~~affected~~impacted. byIn ~~applicable~~addition, our wealth management operations are dependent ~~regulations~~on ~~that~~a ~~restrict~~small ~~stock~~number ~~repurchases~~of established financial advisors and other service providers, whose departure could result in the loss of a significant number of client accounts.

Applicable regulations restrict us from repurchasing any of our shares of common stock during the first year following the offering and limit us from repurchasing our shares of common stock during the second and third years following the offering to 5% of our outstanding shares, unless we obtain prior approval from the NYSDFS. Stock repurchases are a capital management tool that can enhance the value of a company’s stock, and our inability to repurchase any of our shares of common stock during the first year following the offering and limitations on our ability to repurchase our shares of common stock during the second and third years following the offering may negatively affect our stock price.

We have never issued common stock to the public, and there is no guarantee that a liquid market will develop.

We have never issued common stock to the public and there is no established market for our common stock. We expect that our common stock will be listed for trading on the Nasdaq Capital Market under the symbol “RBKB,” subject to completion of the offering and compliance with certain conditions, including the presence of at least three registered and active market makers. Sandler O’Neill & Partners, L.P. has advised us that it intends to make a market in shares of our common stock following the offering, but it is not obligated to do so or to continue to do so once it begins. While we will attempt before completion of the offering to obtain commitments from at least two other broker-dealers to make a market in shares of our common stock, we may not be able to obtain such commitments. This would result in our common stock not being listed for trading on the Nasdaq Capital Market, which could reduce the liquidity of our common stock. The development of an active trading market depends on the existence of willing buyers and sellers, the presence of which is not within our control, or that of any market maker. The number of active buyers and sellers of the shares of common stock at any particular time may be limited. Under such circumstances, you could have difficulty selling your shares of common stock on short notice, and, therefore, you should not view the shares of common stock as a short-term investment. In addition, our public “float,” which is the total number of our outstanding shares less the shares held by Rhinebeck Bancorp, MHC and our directors and executive officers, is likely to be limited. As a result, an active trading market for the common stock may not develop or, if it does develop, it may not continue. Additionally, if you purchase shares of common stock, you may not be able to sell them at or above $10.00 per share. Purchasers of common stock in this offering should have long-term investment intent and should recognize that there will be a limited trading market in the common stock. This may make it difficult to sell the common stock after the completion of the offering and may have an adverse impact on the price at which the common stock can be sold.

~~You~~Risks ~~may~~Related ~~not revoke your order~~ to ~~purchase~~Privacy, ~~common~~Security ~~stock in~~and ~~the subscription or community offerings after you send us your order form.~~Technology

~~Funds~~Regulations ~~submitted~~relating orto automatic withdrawals authorized in connection with the purchase of shares of common stock in the subscription and community offerings will be held by us until the completion or termination of the offeringprivacy, ~~including~~information ~~any~~security ~~extension of the expiration date~~ and ~~consummation of a syndicated~~data ~~community~~protection ~~offering~~could orincrease ~~firm~~our ~~commitment offering. Because completion of the offering will be subject to regulatory approvals and an update of the independent appraisal prepared by RP Financial~~costs, ~~among~~affect ~~other factors, there may be one~~ or ~~more~~limit ~~delays~~how inwe ~~completing the~~collect ~~offering. Orders submitted in the subscription~~ and ~~community~~use ~~offerings~~personal ~~are~~information ~~irrevocable,~~ and ~~purchasers~~adversely ~~will~~affect ~~have~~our nobusiness access to their funds unless the offering is terminated, or extended beyond [DATE 2], or the number of shares to be sold in the offering is increased to more than 5,077,456 shares or decreased to fewer than 3,263,393 sharesopportunities.

~~The~~We ~~distribution~~are subject to various privacy, information security and data protection laws, such as the Gramm-Leach-Bliley Act, which, among other things, requires privacy disclosures, and maintenance of ~~subscription~~a ~~rights~~robust security program, which are subject to change and that could have ~~adverse~~a significant impact on our current and planned privacy, data protection and information security-related practices, our collection, use, sharing, retention and safeguarding of consumer or employee information, and some of our current or planned business activities, including our expansion of digital and online offerings. New laws or changes to existing laws may increase our costs of compliance, could reduce income ~~tax~~from ~~consequences~~certain business initiatives and could restrict our ability to provide certain products and services, which could have a material adverse effect on our business, financial conditions or results of operations. Our regulators also hold us responsible for privacy and data protection obligations performed by our third-party service providers while providing services to us. Our failure to comply with privacy, data protection and information security laws could result in potentially significant regulatory or governmental investigations or actions, litigation, fines, sanctions and damage to our reputation, which could have a material adverse effect on our business, financial condition or results of operations.

IfSystems ~~the~~failures ~~subscription rights granted to eligible current~~ or ~~former~~breaches ~~depositors~~ of ~~Rhinebeck~~our ~~Bank~~network ~~are~~security ~~deemed~~could ~~to have an ascertainable value, receipt of the rights may be taxable~~subject inus ~~an amount equal~~ to ~~the~~increased ~~ascertained~~operating ~~value.~~costs ~~Whether~~as ~~subscription~~well ~~rights~~as ~~are~~litigation ~~considered~~and toother ~~have ascertainable value is an inherently factual determination~~liabilities. We have received an opinion of counsel, Luse Gorman, PC, that it is more likely than not that subscription rights have no ascertainable value; however, the opinion is not binding on the Internal Revenue Service.

~~Risks~~Our ~~Related~~operations depend upon our ability to protect our computer systems and network infrastructure against damage from physical theft, fire, power loss, telecommunications failure or a similar catastrophic event, as well as from security breaches, denial of service attacks, viruses, worms and other disruptive problems caused by hackers. Any damage or failure that causes an interruption in our operations could have a material adverse effect on our reputation, financial condition and results of operations. Computer break-ins, phishing and other disruptions could also jeopardize the ~~Charitable~~security of ~~Foundation~~information stored in and transmitted through our computer systems and network infrastructure, which may result in significant liability to us and may cause existing and potential customers to refrain from doing business with us. Although we, with the help of third-party service providers, continue to implement security technology and establish operational procedures designed to prevent such damage, our security measures may not be successful. In addition, advances in computer capabilities or other developments could result in a compromise or breach of the algorithms we and our third-party service providers use to encrypt and protect customer transaction data. A failure of such security measures could have a material impact on our operations or a material adverse effect on our financial condition and results of operations.

~~The~~It ~~contribution~~is possible that we could incur significant costs associated with a breach of our computer systems. While we have cyber liability insurance, there are limitations on coverage. Furthermore, cyber incidents carry a great risk of injury to our reputation. Finally, depending on the ~~charitable~~type ~~foundation~~of ~~will~~incident, ~~dilute~~banking regulators can impose ~~your~~restrictions ~~ownership~~on ~~interest~~our business and ~~adversely~~consumer ~~affect~~laws ~~net~~may ~~income~~require inreimbursement ~~2019~~of customer losses.

WeOur ~~intend~~risk ~~to establish~~ and ~~fund~~exposure ato ~~new~~cyber-attacks ~~charitable~~or other ~~foundation~~information insecurity ~~connection~~breaches ~~with~~remains ~~the~~heightened ~~offering.~~because ~~We intend to contribute shares~~ of, ~~our~~among ~~common~~other ~~stock~~things, ~~equal to 2.0% of~~ the ~~outstanding shares~~evolving ofnature ~~common stock~~ of ~~Rhinebeck~~these ~~Bancorp~~threats, ~~Inc.~~our atplans ~~the completion of the offering (including shares issued~~ to ~~Rhinebeck Bancorp,~~continue ~~MHC) and up~~ to ~~$200,000~~enhance inour ~~cash.~~internet Atbanking ~~the minimum, midpoint, maximum~~ and ~~adjusted~~mobile ~~maximum~~banking ofchannel ~~the offering range~~strategies, weour ~~will~~expanded ~~contribute to~~geographic ~~the~~footprint ~~charitable foundation 151,785, 178,571, 205,357~~ and ~~236,161~~that ~~shares~~a portion of ~~common~~our ~~stock, respectively. The contribution will~~employee ~~have~~base anworks ~~adverse~~remotely. ~~effect~~There oncontinues ~~our~~to ~~net~~be ~~income~~a ~~for~~rise ~~the quarter and year~~ in ~~which~~security webreaches ~~complete the offering~~ and ~~contribution to the charitable foundation. The after~~cyber-~~tax~~attacks ~~expense~~within of the ~~contribution~~financial isservices ~~expected to reduce net income for the year ended December 31~~industry, ~~2019 by~~especially ~~approximately~~in ~~$1.5 million, assuming~~ the ~~offering~~commercial ~~closes~~banking ~~at the midpoint of the offering range~~sector. ~~Our~~As ~~net~~cyber ~~income~~threats ~~for~~continue ~~the~~to ~~six months ended June 30~~evolve, ~~2018~~we ~~and~~may ~~for~~be ~~the~~required ~~year~~to ~~ended~~expend ~~December~~significant ~~31,~~additional ~~2017 was $1.2 million and $3.0 million, respectively. In addition, persons~~resources ~~purchasing~~to ~~shares~~continue into ~~the~~modify ~~offering~~or ~~will~~enhance ~~have~~our ~~their~~protective ~~ownership~~measures ~~and~~or ~~voting interests in Rhinebeck Bancorp, Inc. diluted by up~~ to ~~2.0% due~~investigate toand ~~the~~remediate ~~contribution~~any ofinformation ~~shares~~security ~~of common stock to the charitable foundation~~vulnerabilities.

~~Our~~Disruptions ~~contribution~~or failures in the physical infrastructure or operating systems that support our businesses, customers or third parties, or cyber-attacks or security breaches of the networks, systems or devices that our customers or third parties use to access our products and services could result in customer attrition, financial losses, the ~~charitable~~inability ~~foundation~~of ~~may~~our ~~not~~customers beor vendors to transact business with us, violations of applicable privacy and other laws, regulatory ~~tax~~fines, ~~deductible~~penalties or intervention, reputational damage, reimbursement or other compensation costs, and/or additional compliance costs, any of which could ~~reduce~~materially adversely affect our ~~profits~~results of operations or financial condition.

We may not have sufficient profits to be able to fully use the tax deduction from our contribution to the charitable foundation. Under the Internal Revenue Code, an entity is permitted to deduct up to 10% of its taxable income (generally income before federal income taxes and charitable contributions expense) in any one year for charitable contributions. Any contribution in excess of the 10% limit may be deducted for federal income tax purposes over each of the five years following the year in which the charitable contribution is made. Accordingly, a charitable contribution could, if necessary, be deducted over a six-year period and expires thereafter.

~~SELECTED~~While ~~CONSOLIDATED~~our ~~FINANCIAL~~board ~~AND~~of directors takes an active role in cybersecurity ~~OTHER~~risk ~~DATA~~tolerance, we rely to a large degree on management and outside consultants in overseeing cybersecurity risk management.

~~The~~Our ~~following~~board ~~tables~~of ~~set~~directors ~~forth~~takes ~~selected consolidated~~an ~~historical~~active ~~financial~~role ~~and~~in our ~~other~~cybersecurity ~~data~~risk ~~for~~management ~~Rhinebeck Bancorp, MHC~~ and ~~Rhinebeck~~all ~~Bank,~~members onreceive acybersecurity ~~consolidated~~training ~~basis,~~annually. atThe ~~the dates~~Board ~~and~~reviews ~~for~~ the ~~periods~~annual ~~indicated.~~risk ~~It is only a summary~~ assessments and itapproves ~~should be read in conjunction with the business and financial~~ information ~~contained~~technology ~~elsewhere in this prospectus~~policies, ~~including~~which ~~the~~include ~~consolidated~~cybersecurity. ~~financial~~Furthermore, ~~statements~~our ~~that~~Audit ~~appear~~Committee ~~starting~~is onresponsible ~~page~~for reviewing ~~F-1~~all ofaudit ~~this~~findings ~~prospectus.~~related ~~The~~to information attechnology ~~June~~general 30controls, ~~2018~~internal and ~~for~~external ~~the six months ended June 30~~vulnerability, ~~2018~~ and ~~2017~~penetration ~~is not audited but, in the opinion of management, includes all adjustments necessary for a fair presentation~~testing. ~~All adjustments are normal and recurring.~~ The ~~results~~Board ofreceives ~~operations~~an ~~for~~annual ~~the~~information ~~six~~security ~~months~~report ~~ended~~from ~~June~~our ~~30,~~virtual ~~2018~~Chief ~~are~~Information ~~not~~Security ~~necessarily~~Officer ~~indicative~~and ofChief ~~the~~Technology ~~results that may be expected~~Officer ~~for~~as ~~the~~it ~~entire~~relates ~~year~~to orcybersecurity ~~any~~and ~~other~~related ~~period~~issues. ~~The~~We ~~information~~also atengage ~~December~~outside ~~31,~~consultants ~~2017~~to ~~and~~support ~~2016~~our ~~and~~cybersecurity ~~for the years ended December 31, 2017~~efforts. Our ~~and~~directors ~~2016~~do isnot ~~derived~~have insignificant ~~part~~experience ~~from the audited consolidated financial statements appearing~~ in ~~this~~cybersecurity ~~prospectus.~~risk ~~The~~management ~~information~~outside ~~at December~~of ~~31,~~Rhinebeck ~~2015,~~Bank ~~2014~~ and ~~2013~~therefore, ~~and for~~ the ~~years~~Board’s ability ~~ended~~to ~~December~~fulfill ~~31,~~its ~~2015,~~oversight ~~2014~~function ~~and~~remains ~~2013~~dependent ison ~~derived~~the ininput ~~part~~it receives from ~~audited~~management ~~consolidated financial~~and ~~statements~~outside ~~not appearing in this prospectus~~consultants.

	At June 30,		At December 31,
	2018		2017		2016		2015		2014		2013
	(unaudited)		(In thousands)
Selected Financial Condition Data:
Total assets	$	789,853	$	742,103	$	722,557	$	668,151	$	650,495	$	612,826
Cash and cash equivalents		12,408		10,460		12,976		28,319		30,573		17,433
Securities held-to-maturity		1,652		1,914		1,635		2,780		286		417
Securities available-for-sale		103,256		113,302		140,267		112,650		74,932		63,589
Loans receivable, net		621,227		566,178		512,594		470,382		485,588		468,933
Bank owned life insurance		17,776		17,577		17,076		16,860		16,329		15,797
Goodwill and other intangibles		1,715		1,831		3,508		3,891		5,345		5,518
Total liabilities		734,292		687,126		670,040		617,223		599,995		561,233
Deposits		666,098		650,105		639,675		597,527		573,100		535,021
Federal Home Loan Bank advances		43,000		14,900		9,500		-		7,500		7,500
Subordinated debt		5,155		5,155		5,155		5,155		5,155		5,155
Total equity		55,561		54,977		52,517		50,928		50,500		51,593

Technological changes may adversely impact our business.

	For the Six Months Ended June 30,				For the Year Ended December 31,
	2018		2017		2017		2016		2015		2014		2013
	(unaudited)				(In thousands)
Selected Operating Data:
Interest and dividend income	$	15,336	$	13,553	$	27,887	$	25,566	$	24,163	$	25,676	$	25,133
Interest expense		2,177		1,611		3,300		3,050		3,077		3,358		2,953
Net interest income		13,159		11,942		24,587		22,516		21,086		22,318		22,180
Provision for loan losses		1,050		450		900		1,200		150		2,400		3,000
Net interest income after provision for loan losses		12,109		11,492		23,687		21,316		20,936		19,918		19,150
Non-interest income		2,132		3,677		8,057		7,038		8,419		8,365		9,953
Non-interest expense		12,767		12,840		25,144		24,344		27,506		27,162		27,479
Income before income tax expense		1,474		2,329		6,600		4,010		1,849		1,120		1,654
Income tax expense		279		717		3,598		1,321		992		197		261
Net income	$	1,195	$	1,612	$	3,002	$	2,689	$	857	$	923	$	1,393

The financial services industry is continually undergoing rapid technological change with frequent introductions of new, technology-driven products and services, which increases efficiency and enables financial institutions to better serve customers and reduce costs. Our future success depends, in part, upon our ability to address the needs of our customers by using technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in our operations. As part of our business strategy, we intend to make significant investments in technology to modernize and improve our product offerings. We may not be able to effectively implement new, technology-driven products and services, to recoup the costs associated with such improvements, or be successful in marketing these products and services to our customers, which failure could have a material adverse effect on our business, financial condition or results of operations.

Implementation of new technology may also heighten our cyber and data security risks. Artificial intelligence (“AI”) and machine learning applications are a recent example of an emerging technology providing significant value to operations and service that also present additional risks for consideration. AI models may rely on complex algorithms and vast datasets. Errors, biases, or generating false information in these models, or unexpected system failures, could lead to flawed decisions, financial losses, compliance failures, or degraded customer experiences, impacting profitability and client retention. AI systems also may process sensitive customer data, and security breaches or unauthorized access to these systems could result in data theft, loss of intellectual property, and significant penalties and damages to customer trust. In addition to risks associated with direct adoption of AI applications by us, we face the risk of associates utilizing unauthorized publicly sourced AI tools to complete business functions. Unauthorized use of AI tools could lead to the unintended exposure of confidential data, use of inaccurate results, and a number of other risks. Additionally, third-party service providers are quickly embedding AI capabilities in their technology to provide more robust and efficient services. Some embedded AI capabilities could risk the exposure of confidential company data if being used in a multi-tenant environment or being used to train AI systems.

Risks Relating to the Offering and Ownership of Our Common Stock

The future price of our shares of common stock may be less than the $10.00 purchase price per share in the offering.

If you purchase shares of common stock in the offering, you may not be able to sell them later at or above the $10.00 purchase price. In many cases, shares of common stock issued by newly converted savings institutions or mutual holding companies have traded below the initial offering price. The aggregate purchase price of the shares of common stock sold in the offering will be based on an independent appraisal. The independent appraisal is not intended, and should not be construed, as a recommendation of any kind as to the advisability of purchasing shares of common stock. The independent appraisal is based on certain estimates, assumptions and projections, all of which are subject to change. After the shares begin trading, the trading price of our common stock will be determined by the marketplace, and may be influenced by many factors, including prevailing interest rates, the overall performance of the economy, changes in laws and regulations, investor perceptions of Rhinebeck Bancorp and the outlook for the financial services industry in general. Price fluctuations in our common stock may be unrelated to our operating performance.

	At or For the Six Months Ended June 30,						At or For the Year Ended December 31,
	2018			2017			2017			2016			2015			2014			2013
	(unaudited)
Performance Ratios (1):
Return on average assets (2)		0.32	%		0.45	%		0.41	%		0.39	%		0.13	%		0.15	%		0.23	%
Return on average equity (3)		4.41	%		6.07	%		5.45	%		5.04	%		1.67	%		1.75	%		2.71	%
Interest rate spread (4)		3.59	%		3.51	%		3.54	%		3.41	%		3.39	%		3.79	%		4.07	%
Net interest margin (5)		3.78	%		3.67	%		3.69	%		3.56	%		3.53	%		3.93	%		4.19	%
Efficiency ratio (6)		82.99	%		81.15	%		76.10	%		81.15	%		91.78	%		87.04	%		83.78	%
Average interest-earning assets to average interest-bearing liabilities		130.69	%		129.89	%		131.69	%		131.57	%		127.39	%		122.82	%		123.34	%
Loans to deposits		93.17	%		82.63	%		87.12	%		80.32	%		78.83	%		84.74	%		87.66	%
Equity to assets (7)		7.23	%		7.46	%		7.60	%		7.71	%		7.76	%		8.30	%		8.59	%
Capital Ratios:
Tier 1 capital (to total average assets)		8.33	%		8.27	%		8.57	%		8.08	%		8.20	%		8.04	%		8.45	%
Tier I capital (to risk-weighted assets)		9.62	%		10.34	%		10.54	%		10.37	%		10.63	%		9.80	%		9.82	%
Total capital (to risk-weighted assets)		10.50	%		11.30	%		11.45	%		11.43	%		11.69	%		10.90	%		10.96	%
Common equity Tier 1 capital (to risk-weighted assets)		9.62	%		10.34	%		10.54	%		10.37	%		10.63	%		9.80	%		9.82	%
Asset Quality Ratios:
Allowance for loan losses as a percent of total loans		0.96	%		1.02	%		0.96	%		1.14	%		1.15	%		1.19	%		1.25	%
Allowance for loan losses as a percent of non-performing loans		59.51	%		69.32	%		58.28	%		75.01	%		90.80	%		50.69	%		55.70	%
Net charge-offs to average outstanding loans during the period		0.10	%		0.16	%		0.24	%		0.15	%		0.11	%		0.50	%		0.41	%
Non-performing loans as a percent of total loans		1.61	%		1.47	%		1.65	%		1.52	%		1.26	%		2.35	%		2.24	%
Non-performing assets as a percent of total assets		1.49	%		1.44	%		1.56	%		1.46	%		1.34	%		2.51	%		2.82	%
Other Data:
Number of offices (8)		14			15			13			15			14			15			15
Number of full-time equivalent employees		157			154			153			152			142			140			153

Our failure to effectively deploy the net proceeds may have an adverse effect on our financial performance.

We intend to contribute between $31.5 million and $43.0 million of the net proceeds of the offering (1i.e., at least 50% of the net proceeds from the offering) ~~Performance~~to ~~ratios~~Rhinebeck Bank. We may use the remaining net proceeds to invest in short-term investments and for general corporate purposes, which may include repurchasing shares of our common stock and paying dividends. We also expect to use a portion of the ~~six~~net ~~months~~proceeds ~~ended~~we ~~June~~retain 30to fund a loan to our employee stock ownership plan to purchase shares of common stock in the offering. Rhinebeck Bank may use the net proceeds it receives to support increased lending, ~~2018~~develop new products and ~~2017~~services, ~~are~~invest ~~annualized~~in technology and grow by acquiring other financial institutions, branch offices, lines of business, or lending and deposit-gathering teams, or for other general corporate purposes. However, except for funding the loan to the employee stock ownership plan, we have not allocated specific amounts of the net proceeds for any of these purposes, and we will have broad discretion in determining the amount of the net proceeds we apply to different uses and when we apply or reinvest such proceeds. Also, certain of these uses, such as acquiring other financial institutions and branch offices, may require the approval of the NYSDFS, the FDIC or the Federal Reserve Board. We have not established a timetable for investing the net proceeds, and we cannot predict how long we will require to invest the net proceeds. Our failure to reinvest these funds effectively would reduce our profitability and may adversely affect the value of our common stock.

~~(2)~~Our ~~Represents~~return ~~net~~on ~~income~~equity ~~divided~~may bybe ~~average~~low ~~total~~following ~~assets~~the offering. This could negatively affect the trading price of our shares of common stock.

~~(3)~~Net ~~Represents net~~ income divided by average stockholders’ equity, known as “return on equity,” is a ratio many investors use to compare the performance of financial institutions. Our return on equity may be low until we are able to leverage the additional capital we receive from the offering. Our return on equity also will be negatively affected by added expenses associated with our employee stock ownership plan and the stock-based benefit plans we currently sponsor and the new plan we intend to adopt. Our return on average equity was 7.77% for the year ended December 31, 2025, with total stockholders’ equity of $136.9 million at December 31, 2025. Our pro forma consolidated stockholders’ equity as of December 31, 2025, assuming completion of the offering, is estimated to be between $194.6 million at the minimum of the offering range and $215.8 million at the maximum of the offering range. Until we can increase our income and leverage the capital raised in the offering, our return on equity may be low, which may reduce the market price of our shares of common stock.

~~(4)~~We ~~Represents~~may ~~the~~not ~~difference~~pay ~~between~~any ~~the~~dividends ~~weighted average yield earned~~ on ~~average~~our ~~interest-earning~~common ~~assets and the weighted average cost of average interest-bearing liabilities~~stock. ~~Tax exempt income is reported on a tax equivalent basis using a combined federal and state marginal tax rate of 27% for 2018 and 40% for the previous periods.~~

~~(5)~~Following ~~Represents~~completion ~~net~~of ~~interest~~the ~~income~~offering, asour aboard of ~~percent~~directors will have the authority to declare dividends on our shares of ~~average~~common ~~interest-earning~~stock, ~~assets.~~subject ~~Tax~~to ~~exempt~~our ~~income~~capital isrequirements, ~~reported~~our onfinancial condition aand results of operations, tax ~~equivalent~~considerations, ~~basis~~statutory ~~using~~and aregulatory ~~combined~~limitations, ~~federal~~general economic conditions, our business strategy, and ~~state~~other ~~marginal~~factors ~~tax~~the ~~rate~~board of ~~27%~~directors ~~for~~deems ~~2018~~relevant. No decision has been made with respect to the amount, if any, and timing ~~40%~~of ~~for~~any dividend payments. We cannot assure you that we will pay dividends in the ~~previous~~future, ~~periods~~or that any such dividends will not be reduced or eliminated in the future.

~~(6)~~Our ~~Represents~~common ~~non-interest~~stock ~~expense~~is ~~divided~~not byheavily ~~the~~traded, ~~sum~~and ofthe ~~net~~stock ~~interest~~price may ~~income~~fluctuate ~~and non-interest income~~significantly.

Our common stock is traded on the Nasdaq Capital Market (7ticker symbol “RBKB”), ~~Represents~~but ~~average~~the ~~equity~~volume ~~divided~~of shares traded is relatively low. Although we anticipate that the conversion and offering will improve the liquidity of our common stock, there is no guarantee that we will achieve that result. Prices on stock that is not heavily traded, such as our common stock, can be more volatile than heavily traded stock. Factors such as our financial results, the introduction of new products and services by ~~average~~us ~~total~~or ~~assets~~our competitors, publicity regarding the banking industry, and various other factors affecting the banking industry may have a significant impact on the market price of the shares of our common stock. Management also cannot predict the extent to which an active public market for our common stock will develop or be sustained in the future. Accordingly, stockholders may not be able to sell their shares of our common stock at the volumes, prices, or times that they desire.

(8) Includes a representative office opened in Montgomery, New York in March 2017 and a representative office opened in Albany, New York in April 2018.

Our stock-based benefit plans will increase our expenses and reduce our income.

We intend to adopt one or more new stock-based benefit plans after the conversion, subject to stockholder approval, which will increase our annual compensation and benefit expenses related to the awards granted to participants. The actual amount of these new stock-related compensation and benefit expenses will depend on the number of options and stock awards granted under the plans, the fair market value of our stock or options on the date of grant, the vesting period, and other factors that we cannot predict at this time. If we adopt stock-based benefit plans within 12 months following the conversion, the shares of common stock reserved for issuance pursuant to awards of restricted stock and grants of options under such plans would be limited to 4% and 10%, respectively, of the total shares of our common stock sold in the offering. If we adopt stock-based benefit plans more than 12 months after the completion of the conversion, we may adopt plans that allow for greater amounts of awards and options and, therefore, we could award restricted shares of common stock or grant options in excess of these amounts, which would further increase costs.

In addition, we will recognize expense for our employee stock ownership plan when shares are committed to be released to participants’ accounts, and we will recognize expense for restricted stock awards and stock options over the vesting period of awards made to recipients. The expense in the first year following the offering for our employee stock ownership plan and for our new stock-based benefit plans, assuming such plans had been implemented at the beginning of the year, is estimated to be approximately $1.5 million ($1.3 million after tax) at the maximum of the offering range as set forth in the pro forma financial information under “Pro Forma Data,” assuming the $10.00 per share purchase price as fair market value. Actual expenses, however, may be higher or lower, depending on the price of our common stock. For further discussion of our proposed stock-based plans, see “Management—Benefits to be Considered Following Completion of the Conversion.”

The implementation of stock-based benefit plans may dilute your ownership interest.

We intend to adopt one or more new stock-based benefit plans following the conversion. Although the implementation of new stock-based benefit plans would be subject to stockholder approval, historically, the overwhelming majority of stock-based benefit plans adopted by savings institutions and their holding companies following mutual-to-stock conversions have been approved by stockholders. These plans may be funded either through open market purchases of our common stock or from the issuance of authorized but unissued shares of common stock. Our ability to repurchase shares of our common stock to fund these plans will be subject to many factors, including applicable regulatory restrictions on stock repurchases, the availability of stock in the market, the trading price of our stock, our capital levels, alternative uses for our capital and our financial performance. Stockholders would experience a 5.4% dilution in ownership interest if newly issued shares of our common stock are used to fund stock options in an amount equal to 10% of the shares sold in the offering, and all such stock options are exercised, and a 2.2% dilution in ownership interest if newly issued shares of our common stock are used to fund shares of restricted common stock in an amount equal to 4% of the shares sold in the offering. Such dilution would also reduce earnings per share. If we adopt the plans more than 12 months following the conversion, new stock-based benefit plans would not be subject to these size limitations and stockholders could experience even greater dilution.

Rhinebeck Bancorp’s Articles of Incorporation and Bylaws and Maryland law may discourage a corporate takeover.

Rhinebeck Bancorp’s articles of incorporation and bylaws contain certain provisions designed to enhance the ability of Rhinebeck Bancorp’s board of directors to deal with attempts to acquire control of Rhinebeck Bancorp, including a classified board, the ability to classify and reclassify unissued shares of stock of any class or series of stock by setting, fixing, eliminating, or altering in any one or more respects the preferences, rights, voting powers, restrictions and qualifications of, dividends on, and redemption, conversion, exchange, and other rights of, such securities and a requirement for any stockholder who desires to nominate a director to abide by strict notice requirements.

Maryland law also contains anti-takeover provisions that apply to Rhinebeck Bancorp. The Maryland Business Combination Act generally prohibits, subject to certain limited exceptions, corporations from being involved in any “business combination” (defined in the Act) with any “interested shareholder” for a period of five years following the most recent date on which the interested shareholder became an interested shareholder. The Maryland Control Share Acquisition Act applies to acquisitions of “control shares,” which, subject to certain exceptions, are shares the acquisition of which entitle the holder, directly or indirectly, to exercise or direct the exercise of the voting power of shares of stock of a corporation in the election of directors. Control shares have limited voting rights.

Although these provisions do not preclude a takeover, they may have the effect of discouraging, delaying or deferring a tender offer or takeover attempt that a stockholder might consider in their best interest, including those attempts that might result in a premium over the market price for the common stock. Such provisions will also render the removal of Rhinebeck Bancorp’s board of directors and of management more difficult and, therefore, may serve to perpetuate current management. These provisions could potentially adversely affect the market prices of Rhinebeck Bancorp’s securities.

You may not revoke your decision to purchase Rhinebeck Bancorp common stock in the subscription offering or any community offering after you send us your order.

Funds submitted or automatic withdrawals authorized in connection with the purchase of shares of common stock in the subscription offering and in any community offering will be held by us until the completion or termination of the conversion and offering. Because completion of the conversion and offering will be subject to regulatory approvals and an update of the independent appraisal prepared by RP Financial, among other factors, there may be one or more delays in completing the conversion and offering. Orders submitted in the subscription offering and in any community offering are irrevocable, and purchasers will have no access to their funds unless the offering is terminated, or extended beyond [extension date], or the number of shares to be sold in the offering is increased to more than 8,912,500 shares or decreased to less than 6,587,500 shares.

Our stock value may be negatively affected by applicable regulations that restrict stock repurchases.

Applicable regulations generally restrict us from repurchasing our shares of common stock during the first year following the offering. Additionally, pursuant to New York regulations, we must receive NYSDFS approval to repurchase more than 5% of our outstanding common stock in any 12-month period during the second and third years following conversion. Stock repurchases are a capital management tool that can enhance the value of a company’s stock, and our inability to repurchase our shares of common stock during the first year following the offering may negatively affect our stock price.

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

The following tables set forth selected historical financial and other data for Rhinebeck Bancorp at December 31, 2025 and 2024 and for the years ended December 31, 2025 and 2024, which is derived from the audited financial statements included elsewhere in this prospectus. The following information is only a summary and should be read in conjunction with the consolidated financial statements and related notes of Rhinebeck Bancorp beginning on page F-1 of this prospectus.

	At December 31,
	2025		2024
	(In thousands)
Selected Financial Condition Data:
Total assets	$	1,301,766	$	1,255,765
Cash and cash equivalents		101,986		37,484
Securities available-for-sale		162,203		159,947
Loans receivable, net		953,385		971,779
Bank owned life insurance		30,996		30,193
Goodwill and other intangibles		2,341		2,401

Total liabilities		1,164,914		1,133,932
Deposits		1,097,340		1,020,783
Federal Home Loan Bank advances		25,153		69,773
Subordinated debt		5,155		5,155

Total stockholders’ equity		136,852		121,833

	For the Year Ended December 31,
	2025		2024
	(In thousands, except per share data)
Selected Operating Data:
Interest and dividend income	$	68,873	$	63,222
Interest expense		22,480		25,527
Net interest income		46,393		37,695
Provision for credit losses		1,659		2,800
Net interest income after provision for credit losses		44,734		34,895
Non-interest income (loss)		6,971		(8,984	)
Non-interest expense		39,020		36,848
Income (loss) before income tax expense		12,685		(10,937	)
Income tax expense (benefit)		2,640		(2,317	)
Net income (loss)	$	10,045	$	(8,620	)
Earnings (loss) per share (diluted)	$	0.92	$	(0.80	)

	At or For the Year Ended December 31,
	2025			2024
Performance Ratios:
Return (loss) on average assets⁽¹⁾		0.78	%		(0.67	)%
Return (loss) on average equity⁽²⁾		7.77	%		(7.31	)%
Interest rate spread⁽³⁾		3.23	%		2.44	%
Net interest margin⁽⁴⁾		3.89	%		3.17	%
Efficiency ratio⁽⁵⁾		73.12	%		82.34	%
Average interest-earning assets to average interest-bearing liabilities		134.72	%		133.68	%
Total loans to total assets		73.61	%		77.64	%
Equity to assets⁽⁶⁾		10.09	%		9.23	%

Capital Ratios⁽⁷⁾:
Tier 1 capital (to adjusted total assets)		10.62	%		10.07	%
Tier I capital (to risk-weighted assets)		13.57	%		11.81	%
Total capital (to risk-weighted assets)		14.40	%		12.63	%
Common equity Tier 1 capital (to risk-weighted assets)		13.57	%		11.81	%

Asset Quality Ratios:
Allowance for credit losses as a percent of total loans		0.87	%		0.88	%
Allowance for credit losses as a percent of non-performing loans		225.76	%		206.56	%
Net charge-offs to average outstanding loans		0.20	%		0.24	%
Non-performing loans as a percent of total loans		0.39	%		0.42	%
Non-performing assets as a percent of total assets		0.28	%		0.33	%

Other Data:
Book value per common share	$	12.28		$	10.98
Tangible book value per common share⁽⁸⁾	$	12.07		$	10.76
Number of offices⁽⁹⁾		15			15

(1)	Represents net income divided by average total assets.
(2)	Represents net income divided by average equity.
(3)	Represents the difference between the weighted average yield on average interest-earning assets and the weighted average cost on average interest-bearing liabilities.
(4)	Represents net interest income as a percent of average interest-earning assets.
(5)	Represents non-interest expense divided by the sum of net interest income and non-interest income.
(6)	Represents average equity divided by average total assets.
(7)	Capital ratios are for Rhinebeck Bank only. Rhinebeck Bancorp is not subject to the minimum consolidated capital requirements as a small bank holding company with assets less than $3.0 billion.
(8)	Tangible book value per common share is a financial measure determined by methods other than in accordance with GAAP. Management believes that this non-GAAP financial measure may provide useful supplemental information for evaluating Rhinebeck Bancorp’s operations and performance. Tangible book value is calculated by subtracting goodwill (which was $2.2 million at each of December 31, 2025 and 2024) and intangible assets ($106,000 and $166,000 as of December 31, 2025 and 2024, respectively) from total stockholders’ equity, and dividing the difference by total common shares outstanding as of period-end.
(9)	Includes our corporate office, 12 branch offices and two representative offices.

FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect,” "intend," “predict,” “forecast,” “improve,” “continue,” “will,” “would,” “should,” “could,” “may” and words of similar meaning. These forward-looking statements include, but are not limited to:

statements of our goals, intentions and expectations;

· statements regarding our business plans, prospects, growth and operating strategies, and financial condition and results of operation;

statements regarding the quality of our loan and investment portfolios; and

estimates of our risks and future costs and benefits.

These forward-looking statements are based on our current beliefs and expectations ~~of our management~~ and are ~~inherently~~ subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Forward looking statements, by their nature, are subject to risks and uncertainties.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

· general economic conditions, either nationally or in our market area, ~~that~~including ~~are~~potential ~~worse~~recessionary ~~than~~conditions ~~expected~~or slowed economic growth;

· changes in liquidity, including the ~~level~~size and ~~direction~~composition of ~~loan~~our ~~delinquencies~~deposit ~~and~~portfolio ~~charge-offs~~ and ~~changes~~the inpercentage ~~estimates~~ of ~~the~~uninsured ~~adequacy~~deposits ofin the ~~allowance for loan losses~~portfolio;

changes in the level and direction of loan delinquencies and charge-offs and changes in estimates of the adequacy of and methodology for calculating the allowance for credit losses;

our ability to access cost-effective funding;

fluctuations in real estate values and both residential and commercial real estate market conditions;

demand for loans and deposits in our market area;

· our ability to ~~continue to~~ implement our business strategies;

our ability to manage or reduce expenses;

competition among depository and other financial institutions;

· inflation and changes in market interest rates that ~~reduce~~affect our margins and yields, ~~reduce~~ the fair value of financial instruments or reduce our volume of loan originations, ~~or increase~~ the level of defaults, losses and prepayments on loans we have made and make whether held in portfolio or sold in the secondary market;

adverse changes in the securities markets;

~~· changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements;~~34

· ~~our~~changes ~~ability~~in tolaws ~~manage~~or ~~market~~government ~~risk~~regulations or policies affecting financial institutions, ~~credit~~including ~~risk~~changes in regulatory fees, Federal Deposit Insurance Corporation assessments and ~~operational~~capital ~~risk~~requirements;

changes in the monetary and fiscal policies of the Board of Governors of the Federal Reserve System and the imposition of tariffs or other domestic or international governmental policies and any retaliatory responses;

the impact of any potential federal government shutdown;

negative financial impact from unfavorable regulatory penalties and/or settlements;

our ability to manage market risk, credit risk, operational risk and reputation risk;

our ability to enter new markets successfully and capitalize on growth opportunities;

· ~~the~~our ~~imposition~~ability ofto ~~tariffs~~successfully orintegrate ~~other~~into ~~domestic~~our operations any assets, liabilities or ~~international~~systems ~~governmental~~we ~~polices~~may ~~impacting~~acquire, ~~the~~as ~~value~~well ofas ~~the~~new ~~agricultural~~personnel or ~~other~~customers, ~~products~~and of our ~~borrowers~~ability to realize related revenue synergies and cost savings within expected time frames and any goodwill charges related thereto;

30· the current or anticipated impact of military conflict, terrorism or other geopolitical events;

· ~~our~~a ~~ability~~failure toin ~~successfully~~or ~~integrate~~breach ~~into~~of our ~~operations~~operational ~~any assets, liabilities~~ or security systems ~~we may acquire, as well as new management personnel~~ or ~~customers~~infrastructure, ~~and~~including ~~our ability to realize related revenue synergies and cost savings within expected time frames and any goodwill charges related thereto~~cyberattacks;

system failures or cybersecurity threats against our informational technology and those of our third-party providers and vendors;

the failure to maintain current technologies and to successfully implement future information technology enhancements;

changes in consumer spending, borrowing and savings habits;

changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission or the Public Company Accounting Oversight Board;

· our ability to attract or retain key employees;

· our compensation expense associated with equity allocated or awarded to our employees; ~~and~~

· changes in the financial condition, results of operations or future prospects of issuers of securities that we own.; and

~~Because~~· ofpolitical ~~these~~instability ~~and~~or ~~other~~civil ~~uncertainties~~unrest, ~~our~~ ~~actual~~acts ~~future~~of ~~results~~war ~~may~~or beterrorism, ~~materially~~or ~~different~~public ~~from~~health ~~the results indicated by these forward-looking statements~~emergencies. ~~See “Risk Factors” beginning on page 17.~~

Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements. See “Risk Factors” beginning on page 17. Except as required by applicable law or regulation, we do not undertake, and we specifically disclaim any obligation, to release publicly the results of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of the statements or to reflect the occurrence of anticipated or unanticipated events.

HOW WE INTEND TO USE THE PROCEEDS FROM THE OFFERING

Although we cannot determine what the actual net ~~offering~~ proceeds from the sale of the shares of common stock in the offering will be until the offering is completed, we ~~estimate~~anticipate that the net proceeds will be between $3163.0 million and $4286.4 0 million,. orWe ~~$49.0~~must ~~million~~sell ifa ~~the~~minimum ~~offering~~of 6,587,500 ~~range~~shares isto ~~increased~~complete bythe ~~15%~~offering.

We intend to ~~distribute~~use the net proceeds as follows:

	Based Upon the Sale at $10.00 Per Share of
	Based Upon the Sale at $10.00 Per Share of:
	3,263,393 Shares								3,839,286 Shares								4,415,179 Shares							5,077,456 Shares (1)
	6,587,500 Shares							7,750,000 Shares							8,912,500 Shares
	Amount			Percent of Net Proceeds	~~Percent of Net Proceeds~~			Amount	~~Amount~~		Percent of Net Proceeds		~~Percent of Net Proceeds~~		Amount		~~Amount~~	Percent of Net Proceeds			~~Percent of Net Proceeds~~			~~Amount~~			~~Percent of Net Proceeds~~
	(Dollars in thousands)
Gross offering proceeds	$	3265,~~634~~875						$	$77,500	~~38,393~~					$	89,125	$	~~44,152~~						$	~~50,775~~
Less: offering expenses	$	(12,~~625~~924	)					$	3,035	~~(1,677~~	)				$	3,147		~~(1,730~~	)						~~(1,790~~	)
Net offering proceeds	$	3162,~~009~~951			100.0	~~100.0~~%	%	$	74,465	~~36,716~~		100.0	%	~~100.0~~	%$	85,978		~~42,422~~	100.0	%		~~100.0~~	%		~~48,985~~			~~100.0~~	%
Distribution of net proceeds:
Proceeds contributed to Rhinebeck Bank		18,605				60.0	%			22,029				60.0	%			25,453				60.0	%		29,391			60.0	%
To Rhinebeck Bank	$	31,476			50.0	%		$	37,232			50.0	%		$	42,989			50.0	%
Cash contribution to the charitable foundation		200				0.6	%			200				0.5	%			200				0.5	%		200			0.4	%
To fund loan to employee stock ownership plan	$	2,635			4.2	%		$	3,100			4.2	%		$	3,565			4.1	%
Loan to employee stock ownership plan		2,975				9.6	%			3,500				9.5	%			4,025				9.5	%		4,629			9.4	%
Retained by Rhinebeck Bancorp	$	28,840			45.8	%		$	34,133			45.8	%		$	39,424			45.9	%
Proceeds retained by Rhinebeck Bancorp, Inc.	$	9,229				29.8	%		$	10,987				30.0	%		$	12,744				30.0	%	$	14,765			30.2	%

~~(1)~~Payments for Asshares ~~adjusted~~of tocommon ~~give~~stock ~~effect~~made tothrough anwithdrawals ~~increase~~from existing deposit accounts will not result in the ~~number~~receipt of ~~shares,~~new ~~which~~funds ~~increase~~for ~~could~~investment but ~~occur~~will ~~due~~reduce toRhinebeck aBank’s ~~15%~~deposits. ~~increase~~The innet proceeds may vary because total expenses relating to the offering ~~range~~may tobe ~~reflect~~more or ~~demand~~less ~~for~~than our estimates. For example, our expenses would increase if all the shares oroffered ~~changes~~were not sold in ~~market~~the ~~conditions~~subscription ~~following~~offering and ~~the~~instead ~~commencement~~a portion of the shares were sold in a and community or syndicated community offering.

31Rhinebeck Bancorp may initially place the proceeds it retains from the offering in an interest-bearing account at Rhinebeck Bank. Rhinebeck Bancorp may also use the proceeds it retains from the offering:

Payments for shares of common stock made through withdrawals from existing deposit accounts will not result in the receipt of new funds for investment but will reduce Rhinebeck Bank’s deposits. The net proceeds may vary because total expenses relating to the offering may be more or less than our estimates. For example, our expenses would increase if fewer shares were sold in the subscription and community offerings and more in the syndicated offering than we have assumed.

Rhinebeck Bancorp, Inc. may use the proceeds it retains from the offering:

to invest in securities;

· to repurchase its outstanding shares of ~~our~~its common stock~~, including repurchases to fund stock-based benefit plans~~;

· to ~~finance~~pay ~~the~~cash ~~potential~~dividends ~~acquisition~~to ~~of financial institutions or financial services companies, although we do not currently have any agreements or understandings regarding any specific acquisition transaction~~stockholders; ~~and~~

to finance the potential acquisition of financial institutions, although we do not currently have any agreements or understandings regarding any specific acquisition transaction; and

for other general corporate purposes.

See “Our Dividend Policy” for a discussion of our expected dividend policy following the completion of the ~~offering~~conversion. Under ~~NYSDFS~~current applicable regulations, we may not repurchase shares of our common stock during the first year following the completion of the ~~offering~~conversion, except when extraordinary circumstances exist and with prior regulatory approval, inor except to fund the ~~second~~granting ~~and~~of ~~third~~restricted ~~years~~stock awards (which would require notification to the Federal Reserve Board) or tax-qualified employee stock benefit plans. Additionally, wepursuant ~~may~~to ~~not~~New York regulations, we must receive NYSDFS approval to repurchase more than 5% of our ~~then-~~outstanding ~~shares of~~ common stock in ~~each~~any of12-month ~~those~~period during ~~years~~the ~~without~~second ~~the~~and ~~prior~~third ~~approval of~~years ~~the~~following ~~NYSDFS~~conversion.

Rhinebeck Bank may use the net proceeds it receives from the offering:

to fund new loans;

· to ~~invest~~enhance inexisting ~~securities~~products and services and support growth and the development of new products and services;

· to ~~expand~~invest ~~its retail banking franchise by establishing or acquiring new branches (including up to three additional branches~~ in Orange County, New York over the next three years) or by acquiring other financial institutions or other financial services companies as opportunities arise, although we do not currently have any understandings or agreements to acquire a financial institution or other entitytechnology; ~~and~~

to expand its banking franchise by acquiring other financial institutions, financial services companies, branch offices, lines of business or lending or deposit-gathering teams as opportunities arise, although we do not currently have any understandings or agreements to acquire a financial institution or other entity;

to invest in securities; and

for other general corporate purposes.

Initially, a substantial portion of the net proceeds ~~will~~may be ~~invested~~placed inas andeposits ~~interest-bearing~~with ~~deposit~~the ~~account~~Federal inReserve. Rhinebeck Bank ~~and~~may also invest in short-term investments, investment-grade ~~securities of~~debt ~~the~~obligations ~~type~~and ~~currently~~mortgage-backed ~~held by Rhinebeck Bank~~securities. We have not determined specific amounts of the net proceeds that would be used for the purposes described above. The use of the proceeds outlined above may change based on many factors, including, but not limited to, changes in interest rates, equity markets, laws and regulations affecting the financial services industry, the attractiveness and availability of potential acquisitions to expand our operations, and overall market conditions. The use of the proceeds may also change depending on our ability to receive regulatory approval to acquire other financial institutions.

We expect our return on equity tomay be low until we are able to reinvest effectively ~~deploy~~ the additional capital raised in the offering. Until we can increase our net interest income and non-interest income, our return on equity may be below the industry average, which may negatively affect the value of our common stock. See “Risk Factors—Risks ~~Related~~ Relating to the Offering— and Ownership of Our Common Stock—Our failure to effectively deploy the net proceeds may have an adverse effect on our financial performance” and “—Our return on equity may be low following the offering. This could negatively affect the trading price of our shares of common stock.”

OUR DIVIDEND POLICY

Following completion of the conversion and offering, ~~our~~ our board of directors will have the authority to declare dividends on our shares of common stock, subject to ~~statutory~~our ~~and~~capital ~~regulatory~~ requirements~~. However~~, ~~we currently do not intend to pay cash dividends. The decision to pay a dividend in the future would depend~~ ~~upon a number of factors, including: regulatory capital requirements;~~ our financial condition and results of operations;, ~~our other uses of funds for the long-term value of stockholders;~~ tax considerations;, statutory and regulatory limitations, ~~including the Federal Reserve Bank’s dividend waiver regulation, which effectively prohibits us from paying any dividends only to public stockholders;~~ and general economic conditions. However, Weno ~~cannot~~decision ~~assure~~has ~~you~~been ~~that~~made ~~any~~with ~~dividends~~respect ~~will~~to ~~be paid on our common stock as long as we operate in~~ the ~~mutual~~amount, ~~holding~~if ~~company form~~any, ~~unless~~and ~~there~~timing isof aany ~~change~~dividend inpayments. ~~Federal~~We ~~Reserve~~cannot ~~Board~~assure ~~regulations~~you that ~~would allow~~ ~~mutual holding companies to waive the receipt of dividends. Moreover, even if~~ we will pay dividends ~~on our common stock~~ in the future, we ~~cannot~~or ~~assure~~that ~~you~~any ~~that~~such dividends will not be reduced or eliminated. ~~Special cash dividends, stock dividends or returns of capital, to the extent permitted by applicable law, regulations and policy, may be paid~~ in ~~addition to, or in lieu of, regular cash dividends. See “Risk Factors—Risks Related to~~ the ~~Offering—You may not receive dividends on our common stock, and if we were to declare dividends on our common stock, Rhinebeck Bancorp, MHC would be restricted from waiving the receipt of dividends~~future.”

WeRhinebeck Bancorp will not ~~file~~be apermitted ~~consolidated~~to ~~federal~~pay ~~tax return~~dividends ~~with~~on ~~Rhinebeck~~its ~~Bank.~~common ~~Accordingly,~~stock itif isits ~~anticipated~~stockholders’ ~~that~~equity ~~any~~would ~~cash~~be ~~distributions~~reduced ~~that~~below wethe ~~make~~amount toof ~~our~~the ~~stockholders~~liquidation account ~~would~~established ~~be treated~~by asRhinebeck ~~cash~~Bancorp ~~dividends~~in ~~and~~connection ~~not~~with asthe aconversion ~~non-taxable~~and ~~return~~offering. The source of ~~capital~~dividends ~~for~~will ~~federal~~depend on the net proceeds retained by Rhinebeck Bancorp and ~~state~~earnings ~~tax~~thereon, ~~purposes~~and dividends from Rhinebeck Bank. ~~Additionally~~In addition, ~~pursuant~~Rhinebeck Bancorp will be subject to ~~applicable~~state ~~regulations,~~law ~~during~~limitations ~~the~~and ~~three-year~~federal ~~period~~bank ~~following~~regulatory policy on the ~~offering,~~payment weof ~~will~~dividends. ~~not~~Maryland ~~take~~law ~~any~~generally ~~action~~limits dividends if the corporation would not be able to ~~declare~~pay anits ~~extraordinary dividend~~debts in the usual course of business after giving effect to ~~stockholders~~the ~~that~~dividend or if the corporation’s total assets would be ~~treated~~less bythan ~~recipients~~the ascorporation’s atotal ~~tax-free~~liabilities ~~return~~plus the amount needed to satisfy the preferential rights upon dissolution of ~~capital~~stockholders ~~for~~whose ~~federal~~preferential ~~income~~rights ~~tax~~on ~~purposes~~dissolution are superior to those receiving the distribution.

Pursuant to our articles of incorporation, we are authorized to issue preferred stock. If we issue preferred stock, the holders thereof may have a priority over the holders of our shares of common stock with respect to the payment of dividends. For a further discussion concerning the payment of dividends on our shares of common stock, see “Description of Capital Stock of Rhinebeck Bancorp, Inc.—Common Stock.” Dividends we can declare and pay also will depend, in part, upon receipt of dividends from Rhinebeck Bank, because initially we will have no source of income other than dividend income from Rhinebeck Bank and earnings from the investment of the net proceeds from the sale of shares of common stock retained by us and interest payments received in connection with the loan to the employee stock ownership plan. New York banking law imposes limitations on capital distributions (including dividends) by Rhinebeck Bank. See “Supervision and Regulation—New York Banking Laws and Supervision—Dividends.”37

~~Any~~The ~~payment~~Federal ofReserve ~~dividends~~Board byhas ~~Rhinebeck~~issued ~~Bank~~a policy tostatement usproviding that ~~would~~dividends should be ~~deemed~~paid toonly beout ~~drawn~~of ~~out~~current earnings and only if our prospective rate of ~~Rhinebeck~~earnings ~~Bank’s~~retention is ~~bad~~consistent ~~debt~~with ~~reserves,~~our ifcapital ~~any~~needs, ~~would~~asset ~~require~~quality aand ~~payment~~overall offinancial ~~taxes at~~condition. ~~the~~Regulatory ~~then-current~~guidance ~~tax~~also ~~rate~~provides byfor ~~Rhinebeck~~prior ~~Bank~~regulatory consultation onwith ~~the~~respect ~~amount~~to ofcapital ~~earnings~~distributions ~~deemed~~in tocertain becircumstances ~~removed~~such ~~from~~as where the ~~reserves~~holding ~~for~~company’s ~~such~~net ~~distribution.~~income for ~~Rhinebeck~~the ~~Bank~~past ~~does~~four ~~not~~quarters, ~~intend~~net toof ~~make~~dividends ~~any~~previously ~~distribution~~paid over that period, is insufficient to usfully ~~that~~fund ~~would~~the ~~create~~dividend ~~such~~or athe ~~federal~~holding company’s ~~tax~~overall ~~liability~~rate or earnings retention is inconsistent with its capital needs and overall financial condition.

After the completion of the conversion, Rhinebeck Bank will not be permitted to pay dividends on its capital stock owned by Rhinebeck Bancorp, its sole stockholder, if Rhinebeck Bank’s stockholder’s equity would be reduced below the amount of the liquidation account established in connection with the conversion. In addition, Rhinebeck Bank will not be permitted to make a capital distribution if, after making such distribution, it would be undercapitalized. The Federal Deposit Insurance Corporation (the “FDIC”) has the authority to prohibit Rhinebeck Bank from paying dividends if, in its opinion, the payment of dividends would constitute an unsafe or unsound practice in light of the financial condition of Rhinebeck Bank. Under New York banking law, Rhinebeck Bank may declare and pay dividends from its net profits, unless there is an impairment of capital. Additionally, the approval of the NYSDFS is required if the total of all dividends declared in a calendar year would exceed the total of its net profits for that year combined with its retained net profits of the preceding two years. The term “net profits” is generally defined to mean earnings from current operations, subject to certain adjustments provided for under applicable law.

Any payment of dividends by Rhinebeck Bank to Rhinebeck Bancorp that would be deemed to be drawn from Rhinebeck Bank’s bad debt reserves established before 1988, if any, would require a payment of taxes at the then-current tax rate by Rhinebeck Bank on the amount of earnings deemed to be removed from the pre-1988 bad debt reserves for such distribution. Rhinebeck Bank does not intend to make any distribution that would create such a federal tax liability.

We intend to file a consolidated federal tax return with Rhinebeck Bank. Accordingly, it is anticipated that any cash distributions made by us to our stockholders would be treated as cash dividends and not as a non-taxable return of capital for federal tax purposes. Additionally, during the three-year period following the conversion, we will not be permitted to make any capital distribution to stockholders that would be treated by recipients as a tax-free return of capital for federal income tax purposes.

MARKET FOR THE COMMON STOCK

WeRhinebeck ~~have never issued capital stock and there~~Bancorp’s ~~is no established market for our shares of~~ common stock. Weis ~~expect~~currently ~~that our shares of common stock will be~~ listed ~~for trading~~ on the Nasdaq Capital Market under the symbol “RBKB,.” ~~subject~~Upon to completion of the ~~offering and compliance with certain~~conversion ~~listing conditions, including the presence of at least three registered~~ and ~~active market makers. Sandler O’Neill & Partners~~offering, ~~L.P.~~ ~~has~~we ~~advised~~expect usthe ~~that it intends to make a market in~~ shares of ~~our~~ common stock ~~following~~of ~~the~~Rhinebeck ~~offering,~~Bancorp ~~but~~will itcontinue ~~is not obligated~~ to dotrade soon orthe toNasdaq ~~continue~~Capital toMarket dounder sothe symbol ~~once~~“RBKB.” itTo ~~begins.~~list ~~While~~our westock ~~will~~on ~~attempt~~the ~~before~~Nasdaq ~~completion~~Capital ofMarket, ~~the~~we ~~offering~~are required to ~~obtain~~have ~~commitments from~~ at least ~~two~~three ~~other~~ broker-dealers towho will make a market in ~~shares of~~ our common stock,. ~~there~~As ~~can~~of be[VRD], noRhinebeck ~~assurance~~Bancorp ~~that~~had we___ ~~will~~registered ~~be successful~~market makers in ~~obtaining~~its ~~such~~common ~~commitments~~stock.

~~The~~As ~~development and maintenance~~ of ~~a public market, having~~ the ~~desirable~~close ~~characteristics~~ of ~~depth, liquidity and orderliness, depends~~ business on ~~the existence of willing buyers and sellers~~[VRD], ~~the~~there ~~presence~~were of_________ ~~which is not within our control or that of any market maker. The number of active buyers and sellers of~~ shares of ~~our~~ common stock ~~at any particular time may be limited~~outstanding, ~~which~~including ~~may~~_________ ~~have~~publicly anheld ~~adverse effect on the price at which~~ shares of ~~our common stock can be sold. There can be no assurance that persons purchasing the~~ (shares ofheld ~~common~~by ~~stock will be able to sell~~stockholders ~~their~~other ~~shares~~than atRhinebeck orBancorp, ~~above~~MHC), ~~the~~and ~~$10.00~~approximately _____ ~~offering~~stockholders ~~purchase~~of ~~price per share~~record.

33On February 9, 2026, the business day immediately preceding the public announcement of the conversion, and on [VRD], the closing prices of Rhinebeck Bancorp common stock as reported on the Nasdaq Stock Market were $12.15 per share and $_____ per share, respectively. On the effective date of the conversion, all publicly held shares of Rhinebeck Bancorp common stock, including shares of common stock held by our officers and directors, will be converted automatically into and become the right to receive a number of new shares of Rhinebeck Bancorp common stock determined pursuant to the exchange ratio. See “The Conversion and Offering—Share Exchange Ratio for Current Stockholders.” Options to purchase shares of Rhinebeck Bancorp common stock will be converted into options to purchase a number of new shares of Rhinebeck Bancorp common stock determined pursuant to the exchange ratio, with the same aggregate exercise price. See “Beneficial Ownership of Common Stock.”

HISTORICAL AND PRO FORMA REGULATORY CAPITAL COMPLIANCE

At ~~June 30~~December 31, ~~2018~~2025, Rhinebeck Bank ~~exceeded~~was ~~all~~in compliance with applicable regulatory capital requirements and was considered “well capitalized.” The table below sets forth, at June 30, 2018, the historical equity capital and regulatory capital and the pro forma equity capital and regulatory capital of Rhinebeck Bank after giving effect to the sale of shares of common stock at $10.00 per share. The tabular data assumes the receipt by Rhinebeck Bank of 60% of the net offering proceeds. See “How We Intend to Use the Proceeds from the Offering.”

	Rhinebeck Bank Historical at					Pro Forma at June 30, 2018 Based Upon the Sale in the Offering of:
	June 30, 2018					3,263,393 Shares						3,839,286 Shares						4,415,179 Shares						5,077,456 Shares (1)
	Amount		Percent of Assets (2)			Amount			Percent of Assets (2)			Amount			Percent of Assets (2)			Amount			Percent of Assets (2)			Amount			Percent of Assets (2)
	(unaudited)					(Dollars in thousands)
Equity capital	$	58,772		7.44	%	$	72,865			9.01	%	$	75,502			9.30	%	$	78,137			9.58	%	$	81,171			9.91	%
Tier 1 leverage capital	$	64,518		8.33	%	$	78,661			9.92	%	$	81,298			10.20	%	$	83,933			10.59	%	$	86,967			10.82	%
Tier 1 leverage requirement		38,732		5.00	%		39,662			5.00	%		39,834			5.00	%		40,005			5.00	%		40,202			5.00	%
Excess	$	25,786		3.33	%	$	38,999			4.92	%	$	41,464			5.20	%	$	43,928			5.49	%	$	46,765			5.82	%
Tier 1 risk-based capital (3)	$	64,518		9.62	%	$	78,661			11.66	%	$	81,298			12.04	%	$	83,933			12.42	%	$	86,967			12.85	%
Tier 1 risk-based requirement		53,666		8.00	%		53,969			8.00	%		54,023			8.00	%		54,078			8.00	%		54,141			8.00	%
Excess	$	10,852		1.62	%	$	24,692			3.66	%	$	27,275			4.04	%	$	29,855			4.42	%	$	32,826			4.85	%
Total risk-based capital (3)	$	70,457		10.50	%	$	84,600			12.54	%	$	87,237			12.92	%	$	89,872			13.30	%	$	92,906			13.73	%
Total risk-based requirement		67,083		10.00	%		67,461			10.00	%		67,529			10.00	%		67,598			10.00	%		67,676			10.00	%
Excess	$	3,374		0.50	%	$	17,139			2.54	%	$	19,708			2.92	%	$	22,274			3.30	%	$	25,230			3.73	%
Common equity tier 1 capital	$	64,518		9.62	%	$	78,661			11.66	%	$	81,298			12.04	%	$	83,933			12.42	%	$	86,967			12.85	%
Common equity tier 1 requirement		43,604		6.50	%		43,849			6.50	%		43,894			6.50	%		43,938			6.50	%		43,990			6.50	%
Excess	$	20,914		3.12	%	$	34,812			5.16	%	$	37,404			5.54	%	$	39,995			5.92	%	$	42,977			6.35	%
Reconciliation:
Net proceeds infused into Rhinebeck Bank						$	18,605					$	22,030					$	25,453					$	29,391
Less: Common stock acquired by employee stock ownership plan							(2,975	)					(3,500	)					(4,025	)					(4,629	)
Less: Common stock acquired by stock-based benefit plan							(1,487	)					(1,750	)					(2,013	)					(2,314	)
Pro forma increase in tier 1 and risk-based capital						$	14,143					$	16,780					$	19,415					$	22,448

The table below sets forth the historical equity capital and regulatory capital of Rhinebeck Bank at December 31, 2025, and the pro forma equity capital and regulatory capital of Rhinebeck Bank after giving effect to the sale of shares of common stock at $10.00 per share. The table also compares historical and pro forma capital levels to those required to be considered “well capitalized.” The table assumes that Rhinebeck Bank receives 50% of the net offering proceeds. See “How We Intend to Use the Proceeds from the Offering.”

(1) As adjusted to give effect to an increase in the number of shares, which increase could occur due to a 15% increase in the offering range to reflect demand for the shares or changes in market conditions following the commencement of the offering.

	Rhinebeck Bank Historical at					Rhinebeck Bank Pro Forma at December 31, 2025 Based Upon the Sale in the Offering of:
	December 31, 2025					6,587,500 Shares					7,750,000 Shares					8,912,500 Shares
	Amount		Percent of Assets			Amount		Percent of Assets			Amount		Percent of Assets			Amount		Percent of Assets
	(Dollars in thousands)
Equity	$	133,851		10.28	%	$	160,057		12.01	%	$	164,883		12.32	%	$	169,710		12.62	%

Tier 1 leverage capital⁽¹⁾⁽²⁾	$	139,166		10.62	%	$	165,372		12.32	%	$	170,198		12.63	%	$	175,025		12.93	%
Tier 1 leverage requirement		65,529		5.00			67,103		5.00			67,391		5.00			67,679		5.00
Excess	$	73,637		5.62	%	$	98,269		7.32	%	$	102,807		7.63	%	$	107,346		7.93	%

Tier 1 risk-based capital	$	139,166		13.57	%	$	165,372		16.03	%	$	170,198		16.48	%	$	175,025		16.93	%
Tier 1 risk-based requirement		82,039		8.00			82,543		8.00			82,635		8.00			82,727		8.00
Excess	$	57,127		5.57	%	$	82,829		8.03	%	$	87,563		8.48	%	$	92,298		8.93	%

Total risk-based capital	$	147,671		14.40	%	$	173,877		16.85	%	$	178,703		17.30	%	$	183,530		17.75	%
Total risk-based requirement		102,549		10.00			103,178		10.00			103,293		10.00			103,408		10.00
Excess	$	45,122		4.40	%	$	70,699		6.85	%	$	75,410		7.30	%	$	80,122		7.75	%

Common equity Tier 1 ⁽¹⁾⁽²⁾	$	139,166		13.57	%	$	165,372		16.03	%	$	170,198		16.48	%	$	175,025		16.93	%
Common equity Tier 1 requirement		66,657		6.50			67,066		6.50			67,141		6.50			67,216		6.50
Excess	$	72,509		7.07	%	$	98,306		9.53	%	$	103,057		9.98	%	$	107,809		10.43	%

(2) Equity and Tier 1 leverage capital levels are shown as a percentage of total average assets. Risk-based capital levels are shown as a percentage of risk-weighted assets.

Reconciliation of capital infused into Rhinebeck Bank:
Net proceeds	$	31,476		$	37,232		$	42,989
Less: Common stock acquired by stock-based benefit plans		(2,635	)		(3,100	)		(3,565	)
Less: Common stock acquired by employee stock ownership plan		(2,635	)		(3,100	)		(3,565	)
Pro forma increase	$	26,206		$	31,032		$	35,859

(3) Pro forma amounts and percentages assume net proceeds are invested in assets that carry a 20% risk weighting.

(1)	Tier 1 leverage capital levels are shown as a percentage of total average assets. Risk-based capital levels are shown as a percentage of risk-weighted assets.
(2)	Pro forma amounts and percentages assume net proceeds are invested in assets that carry a 20% risk weighting.

3439

CAPITALIZATION

The following table presents, ~~at June 30, 2018,~~ the historical consolidated capitalization of Rhinebeck Bancorp at December 31, ~~MHC~~2025 and the pro forma consolidated capitalization of Rhinebeck Bancorp, ~~Inc.~~ after giving effect to the conversion and offering based upon the assumptions set forth ~~under~~in the “Pro Forma Data.” section.

	Rhinebeck Bancorp, MHC			Rhinebeck Bancorp, Inc. Pro Forma at June 30, 2018 Based upon the Sale in the Offering at $10.00 per Share of:
	Rhinebeck Bancorp Historical at			Rhinebeck Bancorp Pro Forma at December 31, 2025 Based upon the Sale in the Offering at $10.00 per share of:
	Historical at June 30, 2018			3,263,393 Shares			3,839,286 Shares			4,415,179 Shares			5,077,456 Shares (1)
	December 31, 2025			6,587,500 Shares			7,750,000 Shares			8,912,500 Shares
	(unaudited)			(Dollars in thousands)
	(Dollars in thousands)
Deposits (2)	$	666,098		$	666,098		$	666,098		$	666,098		$	666,098
Deposits(1)	$	1,097,340		$	1,097,340		$	1,097,340		$	1,097,340
Borrowings		48,155			48,155			48,155			48,155			48,155
Borrowed funds		30,308			30,308			30,308			30,308
Total deposits and borrowed funds	$	~~714~~1,~~253~~127,648		$	~~714~~1,~~253~~127,648		$	~~714~~1,~~253~~127,648		$	~~714~~1,~~253~~127,648		$	~~714,253~~
Stockholders’ equity:
Preferred stock, $0.01 par value, 5,000,000 shares authorized		—			—			—			—			—
Preferred stock, $0.01 par value, 5,000,000 shares authorized(2)		—			—			—			—
Common stock, $0.01 par value, 25,000,000 shares authorized; shares to be issued as reflected (3)		—			76			89			103			118
Common stock, $0.01 par value, 25,000,000 shares authorized at December 31, 2025 and 35,000,000 shares authorized on a pro forma basis); shares to be issued as reflected(2)(3)		112			116			136			156
Additional paid-in capital		100			32,551			38,513			44,473			51,328
Additional paid-in capital(2)		45,710			108,657			120,151			131,644
Tax benefit of contribution to the charitable foundation		—			464			536			608			692
Rhinebeck Bancorp, MHC capital contribution		—			99			99			99
Retained earnings (4)		63,027			63,027			63,027			63,027			63,027
Retained earnings(4)		101,797			101,797			101,797			101,797
Accumulated other comprehensive loss		(76,~~566~~255	)		(76,~~566~~255	)		(76,~~566~~255	)		(76,~~566~~255	)		~~(7,566~~	)
Less:
Defined benefit pension plan, net of taxes		(1,675	)		(1,675	)		(1,675	)		(1,675	)
Expense of stock contribution to the charitable foundation		—			(1,518	)		(1,786	)		(2,054	)		(2,362	)
Common stock to be acquired by stock-based benefit plans(5)		—			(2,635	)		(3,100	)		(3,565	)
Expense of cash contribution to the charitable foundation		—			(200	)		(200	)		(200	)		(200	)
Common stock held by employee stock ownership plan(6)		(2,837	)		(5,472	)		(5,937	)		(6,402	)
Capital retained by Rhinebeck Bancorp, MHC		—			(100	)		(100	)		(100	)		(100	)
Total stockholders’ equity	$	136,582		$	194,632		$	205,216		$	215,799
Common stock to be acquired by employee stock ownership plan (5)		—			(2,975	)		(3,500	)		(4,025	)		(4,629	)
Pro Forma Shares Outstanding:
Common stock to be acquired by stock-based benefit plans (6)		—			(1,487	)		(1,750	)		(2,013	)		(2,314	)
Shares offered for sale		—			6,587,500			7,750,000			8,912,500
Total stockholders’ equity	$	55,561		$	82,272		$	87,263		$	92,253		$	97,994
Exchange shares issued		—			4,971,197			5,848,467			6,725,738
Pro Forma Shares Outstanding
Total shares outstanding		11,141,033			11,558,697			13,598,467			15,638,238
Total shares issued		—			7,589,285			8,928,571			10,267,875			11,808,036
Total stockholders’ equity as a percentage of total assets		10.51	%		14.32	%		14.98	%		15.63	%
Shares issued to charitable foundation		—			151,785			178,571			205,357			236,161
Tangible equity as a percentage of tangible assets		10.35	%		14.17	%		14.83	%		15.49	%
Shares issued to Rhinebeck Bancorp, MHC		—			4,174,107			4,910,714			5,647,321			6,494,419
Shares sold in the offering		—			3,263,393			3,839,286			4,415,179			5,077,456
Total stockholders’ equity as a percentage of total assets		7.03	%		10.08	%		10.62	%		11.16	%		11.77	%

(1)	Does not reflect withdrawals from deposit accounts to purchase shares of common stock in the conversion and offering. These withdrawals would reduce pro forma deposits and assets by the amount of the withdrawals.
(2)	Rhinebeck Bancorp currently has 25,000,000 authorized shares of common stock, $0.01 par value per share, and 5,000,000 authorized shares of preferred stock, par value $0.01 per share. On a pro forma basis, common stock and additional paid-in capital have been revised to reflect the number of shares of Rhinebeck Bancorp common stock to be outstanding. On a pro forma basis, Rhinebeck Bancorp expects to have 35,000,000 authorized shares of common stock, $0.01 par value per share, and 5,000,000 authorized shares of preferred stock, $0.01 par value per share.
(3)	No effect has been given to the issuance of additional shares of Rhinebeck Bancorp common stock pursuant to the exercise of options under one or more stock-based benefit plans. If the plans are implemented within the first year after the closing of the offering, an amount up to 10% of the shares of Rhinebeck Bancorp common stock sold in the offering will be reserved for issuance upon the exercise of options under the plans. No effect has been given to the exercise of options currently outstanding. See “Management.”
(4)	The retained earnings of Rhinebeck Bank will be substantially restricted after the conversion. See “The Conversion and Offering—Liquidation Rights” and “Supervision and Regulation—Federal Banking Regulation—Capital Requirements.”
(5)	Assumes a number of shares of common stock equal to 4% of the shares of common stock to be sold in the offering will be purchased for grant by one or more stock-based benefit plans. The funds to be used by such plans to purchase the shares will be provided by Rhinebeck Bancorp. The dollar amount of common stock to be purchased is based on the $10.00 per share purchase price in the offering and represents unearned compensation. This amount does not reflect possible increases or decreases in the value of common stock relative to the purchase price in the offering. Rhinebeck Bancorp will accrue compensation expense to reflect the vesting of shares pursuant to such stock-based benefit plans and will credit capital in an amount equal to the charge to operations.
(6)	Assumes that 4% of the shares sold in the offering will be acquired by the employee stock ownership plan financed by a loan from Rhinebeck Bancorp. The loan will be repaid principally from Rhinebeck Bank’s contributions to the employee stock ownership plan. Since Rhinebeck Bancorp will finance the employee stock ownership plan debt, this debt will be eliminated through consolidation and no liability will be reflected on Rhinebeck Bancorp’s consolidated financial statements. Accordingly, the shares of common stock acquired by the employee stock ownership plan are shown in this table as a reduction of total stockholders’ equity. Implementation of such plans will require stockholder approval.

(2) Does not reflect withdrawals from deposit accounts at Rhinebeck Bank for the purchase of shares of common stock. These withdrawals would reduce pro forma deposits and assets by the amount of the withdrawals.40

(3) No effect has been given to the issuance of additional shares of common stock pursuant to the exercise of options under one or more stock-based benefit plans. If the plans are implemented within the first year after the closing of the offering, an amount up to 4.90% of the outstanding shares of common stock of Rhinebeck Bancorp, Inc. at the completion of the offering, including shares issued to Rhinebeck Bancorp, MHC and contributed to the charitable foundation, will be reserved for issuance upon the exercise of options under the plans. See “Management.”

(4) The retained earnings of Rhinebeck Bank will be substantially restricted after the offering. See “Supervision and Regulation—New York Banking Laws and Supervision—Dividends.”

(5) Assumes that 3.92% of the outstanding shares of common stock of Rhinebeck Bancorp, Inc. at the completion of the offering, including shares issued to Rhinebeck Bancorp, MHC and contributed to the charitable foundation, will be acquired by the employee stock ownership plan financed by a loan from Rhinebeck Bancorp, Inc. The loan will be repaid principally from Rhinebeck Bank’s contributions to the employee stock ownership plan. Since Rhinebeck Bancorp, Inc. will finance the employee stock ownership plan debt, this debt will be eliminated through consolidation and no liability will be reflected on Rhinebeck Bancorp, Inc.’s consolidated balance sheet. Accordingly, the number of shares of common stock acquired by the employee stock ownership plan is shown in this table as a reduction of total stockholders’ equity.

(6) Assumes a number of shares of common stock equal to 1.96% of the outstanding shares of common stock of Rhinebeck Bancorp, Inc. at the completion of the offering, including shares issued to Rhinebeck Bancorp, MHC and contributed to the charitable foundation, will be purchased for grant by one or more stock-based benefit plans. The funds to be used by such plans to purchase shares will be provided by Rhinebeck Bancorp, Inc. The dollar amount of common stock to be purchased is based on the $10.00 per share offering price and represents unearned compensation. This amount does not reflect possible increases or decreases in the value of common stock relative to the offering price. Rhinebeck Bancorp, Inc. will accrue compensation expense to reflect the vesting of shares pursuant to such stock-based benefit plans and will credit capital in an amount equal to the charge to operations. Implementation of such plans will require stockholder approval.

PRO FORMA DATA

The following tables summarize historical data of Rhinebeck Bancorp and pro forma data of Rhinebeck Bancorp, ~~Inc.~~ at and for ~~the~~three ~~six~~ months ended ~~June 30~~December 31, 2025 ~~2018~~ and at and for the year ended December 31, ~~2017~~2025. This information is based on assumptions set forth below and in the tables and related footnotes, and should not be used as a basis for projections of market value of the shares of common stock following the conversion and offering.

The net proceeds ~~in the table~~ are based upon the following assumptions:

(1.) all of the shares of common stock will be sold in the subscription and community offerings;

(2) our employee stock ownership plan will purchase 4% of the shares of common stock sold in the offering with a loan from Rhinebeck Bancorp. The existing loan obligation of our ~~directors~~employee stock ownership plan, ~~executive~~equal ~~officers~~to $3.3 million as of December 31, 2025, will be combined with the new loan. The combined loan will be repaid in substantially equal payments of principal and ~~their~~interest ~~associates~~(at the prime rate of interest) over 20 years. Interest income that we earn on the loan will ~~purchase~~offset ~~161~~the interest paid by Rhinebeck Bank. The effect on earnings for the employee stock ownership plan is the cost of amortizing the loan over 20 years,~~300~~ ~~shares~~net of ~~common~~historical ~~stock~~expense for the period;

(3.) ~~our~~we ~~employee~~will ~~stock~~pay ~~ownership~~KBW ~~plan~~a ~~will~~fee ~~purchase~~of 31.920% ofwith ~~the~~respect ~~outstanding~~to shares ofsold ~~common~~in ~~stock of Rhinebeck Bancorp, Inc. at~~ the ~~completion~~subscription ~~of the~~ offering ~~(including~~and ~~shares~~1.5% ofwith ~~common~~respect ~~stock issued~~ to ~~Rhinebeck~~shares ~~Bancorp,~~sold ~~MHC~~in ~~and contributed to~~ the ~~charitable~~community ~~foundation)~~offering ~~with~~(no ~~the~~fee ~~proceeds of a loan from Rhinebeck Bancorp, Inc. The loan~~ will be ~~repaid~~paid inwith ~~substantially~~respect ~~equal~~to ~~payments~~shares of ~~principal~~common ~~and~~stock ~~interest~~purchased ~~(at~~by ~~the~~our ~~prime~~qualified ~~rate~~and ofnon-qualified ~~interest,~~employee ~~calculated~~stock atbenefit ~~the~~plans, ~~date~~officers ofand ~~the~~directors, ~~loan~~and ~~origination)~~their ~~over~~immediate afamilies, ~~20-year~~and ~~period.~~no ~~Interest~~fee ~~income that we earn on the loan~~ will ~~offset~~be ~~the~~paid ~~interest~~with ~~paid~~respect byto ~~Rhinebeck~~exchange ~~Bank~~shares); and

(4.) ~~Rhinebeck~~total ~~Bancorp~~expenses of the offering, ~~Inc.~~other ~~will~~than ~~contribute~~the ~~$200,000~~fees inand ~~cash~~commissions to ~~the~~be ~~charitable~~paid ~~foundation;~~to KBW, will be $2.1 million.

5.The weexpenses of ~~will~~the ~~pay~~offering ~~Sandler~~may ~~O’Neill~~vary &from ~~Partners~~those estimated, ~~L.P.~~and athe ~~fee~~fees ~~equal~~paid to ~~1.0%~~KBW ofmay vary from the ~~aggregate~~amounts estimated if the amount of shares of Rhinebeck Bancorp common stock sold invaries from the ~~subscription~~amounts ~~and~~assumed above or if any shares are sold in a syndicated community ~~offerings;~~offering and/or firm commitment underwritten offering.

6.We nocalculated pro ~~fee~~forma ~~will~~consolidated benet ~~paid~~income ~~with~~for ~~respect~~the tothree ~~shares~~months ended December 31, 2025 and the fiscal year ended December 31, 2025 as if the estimated net proceeds we received had been invested at the beginning of ~~common~~the ~~stock~~period ~~purchased~~at byan ~~our~~assumed ~~tax~~interest rate of 3.73% (2.87% on an after-~~qualified~~tax ~~and~~basis). ~~non~~This represents the yield on the five-~~qualified~~year ~~employee~~U.S. ~~stock~~Treasury ~~benefit~~Note ~~plans~~at orDecember 31, ~~charitable~~2025, ~~foundation~~which, orin ~~stock~~light ~~purchased~~of bycurrent market ~~our~~interest ~~officers~~rates, ~~trustees,~~we ~~directors~~consider to more accurately reflect the pro forma reinvestment rate than the arithmetic average of the weighted average yield earned on our interest-earning assets and ~~employees~~the weighted average rate paid on our deposits, ~~and~~which ~~their~~is ~~immediate~~the ~~families;~~reinvestment ~~and~~rate federal regulations require that we assume in presenting pro forma data.

7. total expenses of the offering, other than the fees and commissions to be paid to Sandler O’Neill & Partners, L.P. and other broker-dealers, will be $1.2 million.

We calculated pro forma consolidated net income for the six months ended June 30, 2018 and the year ended December 31, 2017 as if the estimated net proceeds had been invested at the beginning of the period at an assumed interest rate of 2.73% (1.99% after-tax). This rate represents the yield on the five-year U.S. Treasury Note at June 30, 2018, which, in light of current market interest rates, we consider to more accurately reflect the pro forma reinvestment rate than the arithmetic average of the weighted average yield earned on our interest-earning assets and the weighted average rate paid on our deposits, which is the reinvestment rate generally required by applicable regulations.

We further believe that the reinvestment rate is factually supportable because:

· the yield on the U.S. Treasury Note can be determined and/or estimated from third-party sources; and

we believe that U.S. Treasury securities are not subject to credit losses due to a U.S. Government guarantee of payment of principal and interest.

We calculated historical and pro forma per share amounts by dividing historical and pro forma amounts of consolidated net income and stockholders’ equity by the indicated number of shares of common stock. For ~~purposes of~~ pro forma earnings per share calculations, we adjusted these figures to ~~give~~ give effect to the shares of common stock purchased by the employee stock ownership plan. We computed per share amounts as if the shares of common stock were outstanding at the beginning of the period, but we did not adjust per share historical or pro forma stockholders’ equity to reflect the earnings on the estimated net proceeds.

The pro forma tables give effect to the implementation of one or more stock-based benefit plans. Subject to the receipt of stockholder approval, we have assumed that stock-based benefit plans will acquire to fund restricted stock awards a number of shares of common stock equal to 1.96% of the outstanding shares of common stock of Rhinebeck Bancorp, Inc. at the completion of the offering (including shares of common stock issued to Rhinebeck Bancorp, MHC and contributed to the charitable foundation) at the same price for which they were sold in the offering. We assume that awards of common stock granted under such plans vest over a five-year period.

We have also assumed that options will be granted under stock-based benefit plans to acquire shares of common stock equal to 4.90% of the outstanding shares of common stock of Rhinebeck Bancorp, Inc. at the completion of the offering (including shares of common stock issued to Rhinebeck Bancorp, MHC and contributed to the charitable foundation). In preparing the tables below, we assumed that stockholder approval was obtained, that the exercise price of the stock options and the market price of the stock at the date of grant were $10.00 per share and that the stock options had a term of ten years and vested over five years. We applied the Black-Scholes option pricing model to estimate a grant-date fair value of $3.06 for each option. In addition to the terms of the options described above, the Black-Scholes option pricing model assumed an estimated volatility rate of 13.79% for the shares of common stock, no dividend yield, an expected option term of 10 years and a risk-free rate of return of 2.85%.

We may grant options and award shares of common stock under one or more stock-based benefit plans in excess of 4.90% and 1.96%, respectively, of the outstanding shares of common stock of Rhinebeck Bancorp, Inc. at the completion of the offering (including shares issued to Rhinebeck Bancorp, MHC and contributed to the charitable foundation) and that vest sooner than over a five-year period if the stock-based benefit plans are implemented more than one year following the completion of the offering.

As discussed under “How We Intend to Use the Proceeds from the Offering,” we intend to contribute 60% of the net offering proceeds to Rhinebeck Bank, and we will retain the remainder of the net offering proceeds. We will use a portion of the proceeds we retain to fund a loan to the employee stock ownership plan and retain the rest for future use.

The pro forma tables do not give effect to:

· withdrawals from deposit accounts at Rhinebeck Bank to purchase shares of common stock in the offering;

· our results of operations after the offering;

· increased fees that we would pay Sandler O’Neill & Partners, L.P. and other broker-dealers if we would have to conduct a syndicated offering or firm commitment offering; or

· changes in the market price of the shares of common stock after the offering.

The following pro forma information may not be representative of the financial effects of the offering at the dates on which the offering actually occurs, and should not be taken as indicative of future results of operations. Pro forma consolidated stockholders’ equity represents the difference between the stated amounts of our assets and liabilities. The pro forma stockholders’ equity is not intended to represent the fair market value of the shares of common stock and may be different than the amounts that would be available for distribution to stockholders if we liquidated. Moreover, pro forma stockholders’ equity per share does not give effect to the liquidation account to be established by Rhinebeck Bank or, in the unlikely event of a liquidation of Rhinebeck Bank, to the tax effect of the recapture of the bad debt reserve.

	At or for the Six Months Ended June 30, 2018 Based Upon the Sale at $10.00 Per Share of:
	3,263,393 Shares			3,839,286 Shares			4,415,179 Shares			5,077,456 Shares (1)
	(Dollars in thousands, except per share amounts)
Gross proceeds of stock offering	$	32,634		$	38,393		$	44,152		$	50,775
Plus: market value of shares issued to Rhinebeck Bancorp, MHC		—			—			—			—
Plus: market value of shares contributed to charitable foundation		1,518			1,786			2,054			2,362
Pro forma market capitalization	$	34,152		$	40,179		$	46,206		$	53,137
Gross proceeds of stock offering	$	32,634		$	38,393		$	44,152		$	50,775
Less: expenses		1,625			1,677			1,730			1,790
Estimated net proceeds		31,009			36,716			42,422			48,985
Less: Cash contribution to charitable foundation		(200	)		(200	)		(200	)		(200	)
Less: Common stock purchased by employee stock ownership plan		(2,975	)		(3,500	)		(4,025	)		(4,629	)
Less: Common stock purchased by stock-based benefit plans		(1,487	)		(1,750	)		(2,013	)		(2,314	)
Estimated net proceeds, as adjusted	$	26,347		$	31,266		$	36,184		$	41,842
For the Six Months Ended June 30, 2018
Consolidated net earnings:
Historical	$	1,195		$	1,195		$	1,195		$	1,195
Pro forma income on net proceeds		263			312			361			417
Pro forma capitalization of Rhinebeck Bancorp, MHC		(1	)		(1	)		(1	)		(1	)
Pro forma employee stock ownership plan adjustment (2)		(55	)		(64	)		(74	)		(85	)
Pro forma stock award adjustment (3)		(109	)		(128	)		(147	)		(169	)
Pro forma stock option plan adjustment (4)		(106	)		(125	)		(144	)		(165	)
Pro forma net income (5)(6)	$	1,188		$	1,189		$	1,191		$	1,193
Per share net income:
Historical	$	0.16		$	0.14		$	0.12		$	0.11
Pro forma income on net proceeds		0.04			0.04			0.04			0.04
Pro forma capitalization of Rhinebeck Bancorp, MHC		0.00			0.00			0.00			0.00
Pro forma employee stock ownership plan adjustment (2)		(0.01	)		(0.01	)		(0.01	)		(0.01	)
Pro forma stock award adjustment (3)		(0.01	)		(0.01	)		(0.01	)		(0.01	)
Pro forma stock option plan adjustment (4)		(0.01	)		(0.01	)		(0.01	)		(0.01	)
Pro forma earnings per share (5)(6)	$	0.17		$	0.15		$	0.13		$	0.12
Stock price as a multiple of pro forma earnings per share		29.41	x		33.33	x		38.46	x		41.67	x
Shares used for calculating pro forma earnings per share		7,299,223			8,587,321			9,875,419			11,356,733
At June 30, 2018
Stockholders’ equity:
Historical	$	55,561		$	55,561		$	55,561		$	55,561
Estimated net proceeds		31,009			36,716			42,422			48,985
Less: Capitalization of MHC		(100	)		(100	)		(100	)		(100	)
Plus: market value of shares contributed to charitable foundation		1,158			1,786			2,054			2,362
Less: expense of contribution to charitable foundation		(1,158	)		(1,786	)		(2,054	)		(2,362	)
Plus: tax benefit of contribution to charitable foundation		464			536			608			692
Less: expense of contribution to charitable foundation		(200	)		(200	)		(200	)		(200	)
Less: common stock acquired by employee stock ownership plan (2)		(2,975	)		(3,500	)		(4,025	)		(4,629	)
Less: common stock acquired by stock-based benefit plans (3)		(1,487	)		(1,750	)		(2,013	)		(2,314	)
Pro forma stockholders’ equity (7)	$	82,272		$	87,263		$	92,253		$	97,994
Intangible Assets		(1,715	)		(1,715	)		(1,715	)		(1,715	)
Pro forma tangible stockholders’ equity		80,557			85,548			90,538			96,279

	At or for the Six Months Ended June 30, 2018 Based Upon the Sale at $10.00 Per Share of:
	3,263,393 Shares			3,839,286 Shares			4,415,179 Shares			5,077,456 Shares (1)
	(Dollars in thousands, except per share amounts)
Stockholders’ equity per share:
Historical	$	7.32		$	6.22		$	5.41		$	4.71
Estimated net proceeds		4.09			4.11			4.13			4.15
Less: Capitalization of MHC		(0.01	)		(0.01	)		(0.01	)		(0.01	)
Plus: market value of shares contributed to charitable foundation		0.20			0.20			0.20			0.20
Less: market value of shares contributed to charitable foundation		(0.20	)		(0.20	)		(0.20	)		(0.20	)
Less: cash contribution to charitable foundation		(0.03	)		(0.02	)		(0.02	)		(0.02	)
Plus: tax benefit of contribution to charitable foundation		0.06			0.06			0.06			0.06
Less: common stock acquired by employee stock ownership plan (2)		(0.39	)		(0.39	)		(0.39	)		(0.39	)
Less: common stock acquired by stock-based benefit plans (3)		(0.20	)		(0.20	)		(0.20	)		(0.20	)
Pro forma stockholders’ equity per share (7)		10.84			9.77			8.98			8.30
Intangible Assets per share		(0.23	)		(0.19	)		(0.16	)		(0.15	)
Pro forma tangible stockholders’ equity per share	$	10.61		$	9.58		$	8.82		$	8.15
Offering price as percentage of pro forma equity per share		92.25	%		102.35	%		111.36	%		120.48	%
Offering price as percentage of pro forma tangible stockholders’ equity per share		94.25	%		104.38	%		113.38	%		122.70	%
Number of shares outstanding for pro forma book value per share calculations		7,589,285			8,928,571			10,267,857			11,808,036

(footnotes begin on following page)

(2) Assumes that 3.92% of the outstanding shares of common stock of Rhinebeck Bancorp, Inc. at the completion of the offering (including shares of common stock of Rhinebeck Bancorp, Inc. issued to Rhinebeck Bancorp, MHC and contributed to the charitable foundation) will be purchased by the employee stock ownership plan. For purposes of this table, the funds used to acquire these shares are assumed to have been borrowed by the employee stock ownership plan from Rhinebeck Bancorp, Inc. Rhinebeck Bank intends to make annual contributions to the employee stock ownership plan in an amount at least equal to the required principal and interest payments on the debt. Rhinebeck Bank’s total annual payments on the employee stock ownership plan debt are based upon 20 equal annual installments of principal and interest. ASC 718-40 requires that an employer record compensation expense in an amount equal to the fair value of the shares committed to be released to employees. The pro forma adjustments assume that the employee stock ownership plan shares are allocated in equal annual installments based on the number of loan repayment installments assumed to be paid by Rhinebeck Bank, the fair value of the common stock remains equal to the subscription price and the employee stock ownership plan expense reflects an effective combined federal and state tax rate of 27.0%. The unallocated employee stock ownership plan shares are reflected as a reduction of stockholders’ equity. No reinvestment is assumed on proceeds contributed to fund the employee stock ownership plan. The pro forma net income further assumes that 7,437, 8,750, 10,063 and 11,572 shares were committed to be released during the period at the minimum, midpoint, maximum, and adjusted maximum of the offering range, respectively, and according to ASC 718-40, only the employee stock ownership plan shares committed to be released during the period were considered outstanding for purposes of net income per share calculations.

(3) Assumes that one or more stock-based benefit plans purchase an aggregate number of shares of common stock equal to 1.96% of the outstanding shares of common stock of Rhinebeck Bancorp, Inc. at the completion of the offering (including shares of common stock of Rhinebeck Bancorp, Inc. issued to Rhinebeck Bancorp, MHC and contributed to the charitable foundation). Stockholder approval of the plans and purchases by the plans may not occur earlier than six months after the completion of the offering. The shares may be acquired directly from Rhinebeck Bancorp, Inc. or through open market purchases. Shares in the stock-based benefit plans are assumed to vest over a period of five years. The funds to be used to purchase the shares will be provided by Rhinebeck Bancorp, Inc. The table assumes that (i) the stock-based benefit plans acquire the shares through open market purchases at $10.00 per share, (ii) 10.0% of the amount contributed to the plans is amortized as an expense during the six months ended June 30, 2018, and (iii) the plans’ expense reflects an effective combined federal and state tax rate of 27.0%. The issuance of authorized but unissued shares of common stock to fund these awards would dilute stockholders’ ownership and voting interests by approximately 1.9%.

(4) Assumes that options are granted under one or more stock-based benefit plans to acquire an aggregate number of shares of common stock equal to 4.90% of the outstanding shares of common stock of Rhinebeck Bancorp, Inc. at the completion of the offering (including shares of common stock of Rhinebeck Bancorp, Inc. issued to Rhinebeck Bancorp, MHC and contributed to the charitable foundation). Stockholder approval of the plans may not occur earlier than six months after the completion of the offering. In calculating the pro forma effect of the stock-based benefit plans, it is assumed that the exercise price of the stock options and the trading price of the common stock at the date of grant were $10.00 per share, the estimated grant-date fair value determined using the Black-Scholes option pricing model was $3.06 for each option, the aggregate grant-date fair value of the stock options was amortized to expense on a straight-line basis over a five-year vesting period of the options, and that 25% of the amortization expense (or the assumed portion relating to options granted to directors) resulted in a tax benefit using an assumed tax rate of 27.0%. The actual expense will be determined by the grant-date fair value of the options, which will depend on a number of factors, including the valuation assumptions used and the option pricing model ultimately adopted. Under the above assumptions, the implementation of the stock-based benefit plans will result in no additional shares under the treasury stock method for purposes of calculating earnings per share. There can be no assurance that the actual exercise price of the stock options will be equal to the $10.00 price per share. If a portion of the shares used to satisfy the exercise of options comes from authorized but unissued shares, our net income per share and stockholders’ equity per share would decrease. The issuance of authorized but unissued shares of common stock pursuant to the exercise of options under such plan would dilute stockholders’ ownership and voting interests by approximately 4.7%.

(5) Net income per share computations are determined by taking the number of shares assumed to be sold in the offering and contributed to the charitable foundation and, according to ASC 718-40, subtracting the employee stock ownership plan shares which have not been committed for release during the period. See footnote 1 above. The number of shares of common stock actually sold and the corresponding number of outstanding shares may be more or less than the assumed amounts.

(6) Does not give effect to the non-recurring expense that will be recognized during fiscal 2019 as a result of the contribution to the charitable foundation. The following table shows the estimated after-tax expense associated with the contribution to the charitable foundation, as well as pro forma net income and pro forma net income per share assuming the contribution to the charitable foundation had been expensed during the six months ended June 30, 2018.

	For the Six Months Ended June 30, 2018 Based upon the Sale at $10.00 Per Share of:
	3,263,393 Shares			3,839,286 Shares			4,415,179 Shares			5,077,456 Shares
	(In thousands, except per share amounts)
After-tax expense of stock and cash contribution to charitable foundation	$	(1,254	)	$	(1,450	)	$	(1,645	)	$	(1,870	)
Pro forma loss, adjusted for foundation contribution		(67	)		(261	)		(455	)		(680	)
Pro forma loss per share		(0.01	)		(0.03	)		(0.05	)		(0.06	)

The pro forma data assume that we will realize 100% of the income tax benefit as a result of the contribution to the charitable foundation based on a 27.0% combined federal and state tax rate. The realization of the tax benefit is generally limited annually to 10% of our annual taxable income. However, for federal and state tax purposes, we can carry forward any unused portion of the deduction for five years following the year in which the contribution is made.

(7) The retained earnings of Rhinebeck Bank will be substantially restricted after the offering. See “Our Dividend Policy,” and “Supervision and Regulation—New York Banking Laws and Supervision—Dividends.”

	At or for the Year Ended December 31, 2017 Based upon the Sale at $10.00 Per Share of:
	3,263,393 Shares			3,839,286 Shares			4,415,179 Shares			5,077,456 Shares (1)
	(Dollars in thousands, except per share amounts)
Gross proceeds of stock offering	$	32,634		$	38,393		$	44,152		$	50,775
Plus: market value of shares issued to Rhinebeck Bancorp, MHC		—			—			—			—
Plus: market value of shares contributed to charitable foundation		1,518			1,786			2,054			2,362
Pro forma market capitalization	$	34,152		$	40,179		$	46,206		$	53,137
Gross proceeds of stock offering	$	32,634		$	38,393		$	44,152		$	50,775
Less: expenses		1,625			1,677			1,730			1,790
Estimated net proceeds		31,009			36,716			42,422			48,985
Less: cash contribution to charitable foundation		(200	)		(200	)		(200	)		(200	)
Less: common stock purchased by employee stock ownership plan		(2,975	)		(3,500	)		(4,025	)		(4,629	)
Less: common stock purchased by stock-based benefit plans		(1,487	)		(1,750	)		(2,013	)		(2,314	)
Estimated net proceeds, as adjusted	$	26,347		$	31,266		$	36,184		$	41,842
For the Year Ended December 31, 2017
Consolidated net earnings:
Historical	$	3,002		$	3,002		$	3,002		$	3,002
Pro forma income on net proceeds		525			623			721			834
Pro forma capitalization of Rhinebeck Bancorp, MHC		(2	)		(2	)		(2	)		(2	)
Pro forma employee stock ownership plan adjustment (2)		(109	)		(128	)		(147	)		(169	)
Pro forma stock award adjustment (3)		(217	)		(255	)		(294	)		(338	)
Pro forma stock option plan adjustment (4)		(212	)		(250	)		(287	)		(330	)
Pro forma net income (5)(6)	$	2,987		$	2,990		$	2,993		$	2,997
Per share net income:
Historical	$	0.41		$	0.35		$	0.30		$	0.26
Pro forma income on net proceeds		0.07			0.07			0.07			0.07
Pro forma capitalization of Rhinebeck Bancorp, MHC		0.00			0.00			0.00			0.00
Pro forma employee stock ownership plan adjustment (2)		(0.01	)		(0.01	)		(0.01	)		(0.01	)
Pro forma stock award adjustment (3)		(0.03	)		(0.03	)		(0.03	)		(0.03	)
Pro forma stock option plan adjustment (4)		(0.03	)		(0.03	)		(0.03	)		(0.03	)
Pro forma net income per share (5)(6)	$	0.41		$	0.35		$	0.30		$	0.26
Stock price as a multiple of pro forma earnings per share		24.39	x		28.57	x		33.33	x		38.46	x
Shares used for calculating pro forma earnings per share		7,306,660			8,596,071			9,885,482			11,368,305
At December 31, 2017
Stockholders’ equity:
Historical	$	54,977		$	54,977		$	54,977		$	54,977
Estimated net proceeds		31,009			36,716			42,422			48,985
Less: capitalization of Rhinebeck Bancorp, MHC		(100	)		(100	)		(100	)		(100	)
Plus: market value of shares contributed to charitable foundation		1,518			1,786			2,054			2,362
Less: expense of contribution to charitable foundation		(1,518	)		(1,786	)		(2,054	)		(2,362	)
Less: cash contribution to charitable foundation		(200	)		(200	)		(200	)		(200	)
Plus: tax benefit of contribution to charitable foundation		464			536			609			692
Less: common stock acquired by employee stock ownership plan (2)		(2,975	)		(3,500	)		(4,025	)		(4,629	)
Less: common stock acquired by stock-based benefit plans (3)		(1,487	)		(1,750	)		(2,013	)		(2,314	)
Pro forma stockholders’ equity (7)	$	81,688		$	86,679		$	91,670		$	97,411
Intangible assets		(1,831	)		(1,831	)		(1,831	)		(1,831	)
Pro forma tangible stockholders’ equity		79,857			84,848			89,839			95,580
Stockholders’ equity per share:
Historical	$	7.24		$	6.16		$	5.35		$	4.66
Estimated net proceeds		4.09			4.10			4.13			4.15
Less: capitalization of Rhinebeck Bancorp, MHC		(0.01	)		(0.01	)		(0.01	)		(0.01	)
Plus: market value of shares contributed to charitable foundation		0.20			0.20			0.20			0.20
Less: expense of contribution to charitable foundation		(0.20	)		(0.20	)		(0.20	)		(0.20	)
Less: cash contribution to charitable foundation		(0.03	)		(0.02	)		(0.02	)		(0.02	)
Plus: tax benefit of contribution to charitable foundation		0.06			0.06			0.06			0.06
Less: common stock acquired by employee stock ownership plan (2)		(0.39	)		(0.39	)		(0.39	)		(0.39	)
Less: common stock acquired by stock-based benefit plans (3)		(0.20	)		(0.20	)		(0.20	)		(0.20	)
Pro forma stockholders’ equity per share (7)	$	10.76		$	9.70		$	8.92		$	8.25

	At or for the Year Ended December 31, 2017 Based upon the Sale at $10.00 Per Share of:
	3,263,393 Shares			3,839,286 Shares			4,415,179 Shares			5,077,456 Shares (1)
	(Dollars in thousands, except per share amounts)
Intangible assets		(0.24	)		(0.21	)		(0.18	)		(0.16	)
Pro forma tangible stockholders’ equity per share	$	10.52		$	9.49		$	8.74		$	8.09
Offering price as percentage of pro forma stockholders’ equity per share		92.94	%		103.09	%		112.11	%		121.21	%
Offering price as percentage of pro forma tangible stockholders’ equity per share		95.06	%		105.37	%		114.42	%		123.61	%
Number of shares outstanding for pro forma book value per share calculations		7,589,285			8,928,571			10,267,857			11,808,036

The pro forma data gives effect to the implementation of one or more stock-based benefit plans. We have assumed that stock-based benefit plans will reserve for restricted stock awards a number of shares of common stock equal to 4% of the shares of common stock sold in the offering at the same price for which they were sold in the offering. We have assumed that awards of common stock granted under such plans vest over a five-year period.

~~(footnotes~~We ~~begin~~also have onassumed ~~following~~that ~~page)~~options will be granted under stock-based benefit plans to acquire shares of common stock equal to 10% of the shares of common stock sold in the offering. We have assumed that the exercise price of the stock options and the market price of the stock at the date of grant were $10.00 per share and that the stock options had a term of ten years and vested over five years. We applied the Black-Scholes option pricing model to estimate a grant-date fair value of $3.36 for each option. In addition to the terms of the options described above, the Black-Scholes option pricing model assumed an estimated volatility rate of 25.40% for the shares of common stock, a dividend yield of 0%, an expected option life of six years and a risk-free interest rate of 3.84%.

We may grant options and award shares of common stock under one or more stock-based benefit plans in excess of 10% and 4%, respectively, of the shares of common stock sold in the offering and that vest sooner than over a five-year period if the stock-based benefit plans are adopted more than 12 months following the completion of the offering.

As discussed under “How We Intend to Use the Proceeds from the Offering,” we intend to contribute 50% of the net proceeds from the offering to Rhinebeck Bank, and we will retain the remainder of the net proceeds from the offering. We will use a portion of the proceeds we retain to fund a loan to the employee stock ownership plan. We will retain the rest of the proceeds for future use.

The pro forma data does not give effect to:

withdrawals from deposit accounts to purchase shares of common stock in the offering;

our results of operations after the offering; or

changes in the market price of the shares of common stock after the offering.

The following pro forma data may not be representative of the financial effects of the offering at the date on which the offering actually occurs, and should not be taken as indicative of future results of operations. Pro forma consolidated stockholders’ equity represents the difference between the stated amounts of our assets and liabilities. The pro forma stockholders’ equity is not intended to represent the fair market value of the shares of common stock and may be different than the amounts that would be available for distribution to stockholders if we liquidated. Moreover, pro forma stockholders’ equity per share does not give effect to the liquidation accounts to be established in the conversion or, in the unlikely event of a liquidation of Rhinebeck Bank, to the tax effect of the recapture of the bad debt reserve. See “The Conversion and Offering—Liquidation Rights.”

	At or for the Year Ended December 31, 2025 Based upon the Sale at $10.00 Per Share of:
	6,587,500 Shares			7,750,000 Shares			8,912,500 Shares
	(Dollars in thousands, except per share amounts)
Gross proceeds of offering	$	65,875		$	77,500		$	89,125
Market value of shares issued in the exchange		49,712			58,485			67,257
Pro forma market capitalization	$	115,587		$	135,985		$	156,382

Gross proceeds of offering	$	65,875		$	77,500		$	89,125
Expenses		2,925			3,035			3,147
Estimated net proceeds		62,951			74,465			85,978
Common stock purchased by employee stock ownership plan		(2,635	)		(3,100	)		(3,565	)
Common stock purchased by stock-based benefit plans		(2,635	)		(3,100	)		(3,565	)
Estimated net proceeds, as adjusted	$	57,681		$	68,265		$	78,848

For the Year Ended December 31, 2025
Consolidated net earnings:
Historical	$	10,045		$	10,045		$	10,045
Income on adjusted net proceeds		1,657			1,961

Filing Compare · Rhinebeck Bancorp, Inc.