RBKBHIGH SIGNALREGULATORY10-K

Rhinebeck Bancorp announced a second-step conversion plan to transition from mutual holding company structure to fully public stock holding company, requiring regulatory approvals.

This second-step conversion represents a fundamental corporate restructuring that will eliminate the mutual holding company format and make RBKB a fully public entity, potentially unlocking shareholder value and providing greater strategic flexibility. The conversion requires approvals from multiple regulators (NYSDFS and Federal Reserve) as well as depositor and stockholder votes, creating execution risk and timeline uncertainty.

Comparing 2026-03-13 vs 2025-03-25View on EDGAR →
FINANCIAL ANALYSIS

The company's balance sheet strengthened modestly with stockholders' equity growing 12.3% to $136.9 million and total assets expanding to $1.30 billion. Operating cash flow improved meaningfully to $11.7 million, reflecting solid operational performance. The financial metrics suggest a stable foundation heading into the proposed structural conversion.

FINANCIAL STATEMENT CHANGES
Operating Cash Flow
Cash Flow
+38.6%
$8.5M$11.7M

Operating cash flow surged 38.6% — exceptional cash generation, highest quality earnings signal.

Stockholders Equity
Balance Sheet
+12.3%
$121.8M$136.9M

Equity base grew 12.3% — retained earnings accumulation or equity issuance strengthening the balance sheet.

LANGUAGE CHANGES
NEW — 2026-03-13
PRIOR — 2025-03-25
ADDED
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.
At December 31, 2025, the Company had consolidated total assets of $1.30 billion, total deposits of $1.10 billion and stockholders equity of $136.9 million.
On February 10, 2026, Rhinebeck Bancorp, MHC adopted a Plan of Conversion and Reorganization, pursuant to which Rhinebeck Bancorp, MHC is proposing to convert from the mutual holding company structure to the fully public stock holding company structure, in a transaction commonly referred to as a second-step conversion.
The second-step conversion requires the approval of the NYSDFS and the Federal Reserve Board, as well as the depositors of Rhinebeck Bank and the stockholders of the Company.
We provide a full range of banking and financial services to consumer and commercial customers through our corporate office and 12 branches located in Dutchess, Orange and Ulster Counties.
We also maintain a representative office in Albany County to originate indirect automobile and commercial loans and a representative office in Dutchess County for financial services.
Market Area Our primary market area encompasses Dutchess, Orange, Ulster and Albany Counties (and their contiguous counties), which are located in the Hudson Valley region of New York.
unemployment rate was 4.4% as of December 31, 2025, while the New York State unemployment rate was 4.6%.
The four counties in our primary market area each had a lower unemployment rate than New York State (Dutchess County, 3.2%, Orange County, 3.6%, Ulster County, 3.5% and Albany County, 3.3%).
Based on published statistics, median household income for 2024 (the latest date for which information was available) was $99,478 in Dutchess County, $97,178 in Orange County, $86,271 in Ulster County and $85,333 in Albany County, compared to $80,734 in the U.S.
REMOVED
At December 31, 2024, the Company had consolidated total assets of $1.26 billion, total deposits of $1.02 billion and stockholders equity of $121.8 million.
The Bank provides a full range of banking and financial services to consumer and commercial customers through its 13 branches and one representative office located in Dutchess, Ulster and Orange counties.
We also maintain a representative office in Albany County to originate indirect automobile and commercial loans.
The Bank is subject to regulation and examination by the NYSDFS and by the Federal Deposit Insurance Corporation (the FDIC ).
We also maintain a representative office in Albany County to originate indirect automobile and commercial loans.
unemployment rate was 4.1%, while the New York State unemployment rate was 4.4% as of December 31, 2024.
The four counties in our primary market area each had a lower unemployment rate than New York State (Dutchess County, 3.1%, Orange County, 3.2%, Ulster County, 3.2% and Albany County, 3.0%).
Based on published statistics, median household income for 2023 (the latest date for which information was available) was $97,273 in Dutchess County, $96,497 in Orange County, $81,804 in Ulster County and $83,149 in Albany County, compared to $75,149 in the U.S.
Based on published statistics, the July 2023 estimated population was 297,150 in Dutchess County, 407,470 in Orange County, 182,333 in Ulster County and 316,659 in Albany County.
Based on FDIC data, at June 30, 2024 (the latest date for which information is available), we had 10.40% of the FDIC-insured deposit market share in Dutchess County, which was 4th among the 15 institutions with offices in the county, 1.39% of the FDIC-insured deposit market share in Ulster County, which was 14 th among the 19 institutions with offices in the county, and 1.11% of the FDIC-insured deposit market share in Orange County, which was 16 th among the 23 institutions with offices in the county.
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