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.