# Rhinebeck Bancorp, Inc. (RBKB) — merger/definitive [pending]
Source: SEC API (secapi.ai) · situation sit_5d7276144ce169da4561 · retrieved 2026-08-11T16:11:02.707Z

## Overview
Rhinebeck Bancorp, Inc. is the holding company for Rhinebeck Bank, a New York-chartered stock savings bank headquartered in Poughkeepsie, New York, operating 13 full-service banking offices and two representative offices in Albany, Dutchess, Orange and Ulster Counties.

On February 10, 2026, the board of directors of Rhinebeck Bancorp, MHC (the parent mutual holding company) adopted a Plan of Conversion and Reorganization to undertake a "second-step" conversion from the mutual holding company structure to a fully-public stock holding company structure. The MHC, which currently owns approximately 57% of Rhinebeck Bancorp, Inc.'s outstanding common stock, will merge into the Company and cease to exist. The Company will offer and sell shares of common stock representing the MHC's ownership interest through a subscription offering and, if necessary, community offerings. Existing shares held by minority stockholders will be exchanged for new shares based on an exchange ratio designed to preserve their percentage ownership interests, with all MHC-held shares to be canceled. The transaction is expected to close in the third quarter of 2026, subject to regulatory approval and approval by depositors and stockholders.

## Terms
- Counterparty: Rhinebeck Bancorp, MHC · Consideration: stock · Stake: 57%

## Key dates
- Announced 2026-02-10 · Record 2024-12-31 · Expected close 2026-09-30

## Timeline
- 2026-02-10 · 425 (0001104659-26-012674): 425 - Rhinebeck Bancorp, Inc. — *Rhinebeck Bancorp, Inc. is the holding company for Rhinebeck Bank, a New York-chartered stock savings bank headquartered in Poughkeepsie, New York, operating 13 full-service banking offices and two representative offices in Albany, Dutchess, Orange and Ulster Counties.* On February 10, 2026, the board of directors of Rhinebeck Bancorp, MHC (the parent mutual holding company) adopted a Plan of Conversion and Reorganization to undertake a "second-step" conversion from the mutual holding company structure to a fully-public stock holding company structure. The MHC, which currently owns approximately 57% of Rhinebeck Bancorp, Inc.'s outstanding common stock, will merge into the Company and cease to exist. The Company will offer and sell shares of common stock representing the MHC's ownership interest through a subscription offering and, if necessary, community offerings. Existing shares held by minority stockholders will be exchanged for new shares based on an exchange ratio designed to preserve their percentage ownership interests, with all MHC-held shares to be canceled. The transaction is expected to close in the third quarter of 2026, subject to regulatory approval and approval by depositors and stockholders.
  https://www.sec.gov/Archives/edgar/data/1751783/0001104659-26-012674.txt

## Citations
- 0001104659-26-012674 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926012674