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.
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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.
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