Rhinebeck Bancorp, Inc. 8-K

What Happened

• Rhinebeck Bancorp, MHC (the parent mutual holding company), Rhinebeck Bancorp, Inc. (the company) and Rhinebeck Bank (the subsidiary) entered into an Agency Agreement with Keefe, Bruyette & Woods, Inc. (KBW) dated May 14, 2026.
• KBW will act as financial advisor and marketing agent for the Company’s common stock offering being conducted under a Form S-1 (Registration No. 333-294283) and related prospectus dated May 14, 2026.

Key Details

• KBW received a $50,000 management fee (already paid).
• Success fee: 1.0% of aggregate proceeds for the subscription offering and 1.5% for any community offering, payable at completion; the success fee is reduced by the $50,000 management fee.
• If shares are sold through a syndicated community offering via a broker-dealer group, KBW’s fee will not exceed 6.0% of aggregate proceeds.
• KBW will serve as records agent for a fee of $45,000 ( $20,000 already paid); remaining $25,000 payable at completion. This records fee may increase by up to $15,000 for material regulatory changes or delays.

Why It Matters

• The agreement establishes the company’s advisor and fee structure for marketing its conversion and stock offering, so investors can see the direct costs tied to the capital raise.
• Success fees are percentage-based, so higher capital raised increases advisory costs and reduces net proceeds; a syndicated community offering limits KBW’s cap at 6.0%.
• The filing confirms the S-1 registration and active plan to offer common stock—an important step toward conversion and a potential change in ownership structure and capital base.