Rhinebeck Bancorp Inc (RBKB) News & EventsRBKBNews & EventsRhinebeck Bancorp Inc

Rhinebeck Bancorp Begins Stock Offering of Up to 8,912,500 Shares

Rhinebeck Bancorp commenced its stock offering in connection with the proposed "second-step" conversion of Rhinebeck Bancorp, MHC from the mutual holding company to the stock holding company form of organization. Rhinebeck Bancorp is offering for sale up to 8,912,500 shares of its common stock at a purchase price of $10.00 per share. The shares are being offered for sale in a subscription offering to eligible depositors of the Bank and to the Bank's tax-qualified employee benefit plans. Any shares of common stock not subscribed for in the subscription offering may be offered for sale to the general public in a community offering, with a preference givenfirst to natural persons residing in Albany, Dutchess, Orange and Ulster Counties in New York, second to existing stockholders of Rhinebeck Bancorp as of the close of business on April 30, and then to the general public. Rhinebeck Bancorp must sell at least 6,587,500 shares of its common stock in the offering to complete the conversion. Completion of the conversion and offering is also subject to the receipt of final regulatory approvals, the approvals of Rhinebeck Bancorp stockholders and Rhinebeck Bank depositors, and the satisfaction of other customary closing conditions. Keefe Bruyette & Woods, Inc. is acting as marketing agent for Rhinebeck Bancorp in connection with the offering.

Rhinebeck Bancorp Plans Conversion to Stock Holding Company

Rhinebeck Bancorp announced that the board of trustees of its parent mutual holding company, Rhinebeck Bancorp, MHC, has adopted a plan of conversion and reorganization pursuant to which the MHC will undertake a "second step" conversion from the mutual holding company structure to the stock holding company structure. The MHC, which was formed in connection with the reorganization of the bank into the mutual holding company structure and the related initial public offering by the company in 2019, currently owns approximately 57% of the outstanding shares of common stock of the company. As part of the conversion, the MHC will merge into the company and cease to exist. Each share of common stock of the company owned by persons other than the MHC will be exchanged for new shares of the company's common stock pursuant to an exchange ratio established at the completion of the proposed transaction. The exchange ratio is designed to preserve the same aggregate percentage ownership interest that the minority stockholders will have in the company immediately before the completion of the proposed transaction, exclusive of the purchase of any additional shares of common stock of the company by minority stockholders in the stock offering and the effect of cash received in lieu of issuance of fractional shares of common stock of the company, and as adjusted to reflect certain assets held by the MHC. The company will offer for sale shares of its common stock, representing the MHC's ownership interest in the company, to depositors of the bank and others in a subscription offering and, if necessary, a community offering, syndicated community offering and/or firm commitment underwritten offering. Eligible account holders of the bank as of the close of business on December 31, 2024 will have first priority non-transferable subscription rights to subscribe for shares of common stock of the company. The total number of shares of common stock of the company to be issued in the proposed stock offering will be based on the aggregate pro forma market value of the common stock of the company, as determined by an independent appraisal. The proposed transaction is expected to be completed in the third quarter of 2026, subject to regulatory approval, approval by the depositors of the bank, and approval by the stockholders of the company, including a separate approval by the company's minority stockholders.

Matthew Smith named CEO of Rhinebeck Bancorp

Rhinebeck Bancorp has appointed Matthew Smith as president and CEO of Rhinebeck Bancorp effective October 20. Smith was also appointed as trustee effective October 20. Smith replaces former president and CEO, Michael Quinn, who, in March, announced that he would retire after 40 years of service. Concurrent with the effectiveness of Smith's appointment as president and CEO, Quinn will serve as interim executive advisor through the end of the year to assist in the leadership transition.