Rhinebeck Bancorp, MHC will convert to a stock holding company.
Official Courthouse Record · AI-summarized for clarity
- Published
- Category
- Other
- City
- Poughkeepsie
What You Should Do Next
- 1
Check Eligibility
Verify if you are an eligible account holder by December 31, 2024.
- 2
Attend Special Meeting
Participate in the special meeting to vote on the Plan once scheduled.
- 3
Stay Informed
Monitor communications from Rhinebeck Bank regarding the conversion process.
Frequently Asked Questions
- What is the Plan of Conversion and Reorganization?
- It is a plan for Rhinebeck Bancorp, MHC to convert from a mutual holding company to a stock holding company.
- When was the Plan adopted?
- The Plan was adopted on February 10, 2026.
- What is the eligibility record date?
- The eligibility record date is December 31, 2024.
- Who can subscribe for shares of common stock?
- Eligible account holders and other voting depositors of Rhinebeck Bank can subscribe.
The above suggestions and answers are AI-generated for informational purposes only. They may contain errors. NoticeRegistry assumes no responsibility for their accuracy. Consult a qualified professional before taking action.
Full Notice Text
LEGAL NOTICE
NOTICE OF ADOPTION OF
PLAN OF CONVERSION AND REORGANIZATION Notice is hereby given that on February 10, 2026, the Board of Trustees of Rhinebeck Bancorp, MHC, Poughkeepsie, New York, adopted a Plan of Con- version and Reorganization (the "Plan”), pursuant to which Rhinebeck Bancorp, MHC will convert from a mutual holding company to a stock hold- ing company. Rhinebeck Bancorp, MHC is the mu- tual holding company that owns approximately 57% of the outstanding common stock of Rhine- beck Bancorp, Inc., Poughkeepsie, New York, the mid-tier stock holding company that owns all the outstanding common stock of Rhinebeck Bank, a New York stock savings bank. Pursuant to the Plan, Rhinebeck Bancorp, Inc. will offer for sale shares of its common stock, representing Rhine- beck Bancorp, MHC's ownership interest in Rhine- beck Bancorp, Inc.,
to depositors of Rhinebeck Bank and others in a subscription offering and, if necessary, a com- munity offering, syndicated community offering and/or a firm commitment underwritten offering. As a result of the conversion, Rhinebeck Bancorp, MHC will cease to exist and Rhinebeck Bancorp, Inc. will continue to own all the outstanding com- mon stock of Rhinebeck Bank. Pursuant to the Plan, and as part of the conversion, each share of common stock of Rhinebeck Bancorp, Inc. held by persons other than Rhinebeck Bancorp, MHC (the "minority stockholders") will be exchanged for a number of shares of common stock of Rhinebeck Bancorp, Inc. pursuant to an exchange ratio, es- tablished at the time of conversion, designed to preserve in Rhinebeck Bancorp, Inc. the same ag- gregate percentage ownership interest that the minority stockholders had in Rhinebeck Bancorp, Inc. immediately before the conversion, exclusive of the purchase of any additional shares of com- mon stock of Rhinebeck Bancorp, Inc. by minority stockholders in the offering and the effect of cash received in lieu of issuance of fractional shares of common stock of Rhinebeck Bancorp, Inc., and as adjusted to reflect certain assets held by Rhine- beck Bancorp, MHC. The total number of shares of common stock of Rhinebeck Bancorp, Inc. to be issued in the conversion will be based on the ag- gregate pro forma market value of the common stock of Rhinebeck Bancorp, Inc., as determined by an independent appraisal. The Plan estab- lishes December 31, 2024 as the eligibility record date for determining the eligible account holders of Rhinebeck Bank entitled to receive first priority non-transferable subscription rights to subscribe for shares of common stock of Rhinebeck Ban- corp, Inc. The
record date for the supplemental eligible ac- count holders of Rhinebeck Bank entitled to re- ceive non-transferable subscription rights to sub- scribe for shares of common stock of Rhinebeck Bancorp, Inc. will be the last day of the quarter before receipt of requisite regulatory approvals for the conversion. Other voting depositors of Rhinebeck Bank will be entitled to subscribe for conversion stock after priority orders of eligible account holders and supplemental eligible ac- count holders are filled in accordance with the Plan. The Plan is subject to approval by the Board of Governors of the Federal Reserve System (the "Federal Reserve Board") and the New York State Department of Financial Services ("NYSDFS"), and by 75% of the votes cast by the depositors of Rhinebeck Bank at a special meeting of deposi- tors to vote on the Plan, a majority of the total votes eligible to be cast by depositors at the spe- cial meeting, the holders of at least two-thirds of all of the outstanding shares of common stock of Rhinebeck Bancorp, Inc., and by the holders of a majority of the outstanding shares owned by mi- nority stockholders. The Plan does not change the terms of the deposit accounts with or loans from Rhinebeck Bank. Deposit accounts at Rhinebeck Bank will remain insured by the Federal Deposit Insurance Corporation, without interruption, to the fullest extent provided by law. Rhinebeck Bank's
normal business will continue without interrup- tion and Rhinebeck Bank will continue to offer customers the same banking products and ser- vices that it has offered through existing banking offices and its current management team and em- ployees. Prior to regulatory approval, depositors of Rhinebeck Bank will have an opportunity to file written comments including objections and sup- porting materials with the Federal Reserve Board and the NYSDFS. A copy of the Plan is available for inspection by depositors of Rhinebeck Bank at each office of Rhinebeck Bank.
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