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
Review the Plan details
Read the full Plan of Conversion and Reorganization to understand the changes.
- 2
Check eligibility
Ensure you are an eligible account holder by the December 31, 2024 record date.
- 3
Attend the special meeting
Participate in the special meeting of depositors to vote on the Plan.
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 is the eligibility record date?
- The eligibility record date is December 31, 2024.
- What will happen to my shares?
- Shares held by minority stockholders will be exchanged based on an established exchange ratio.
- Who needs to approve the Plan?
- The Plan requires approval from the Federal Reserve Board, NYSDFS, and depositors of Rhinebeck Bank.
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
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 Conversion and Reorganization (the “Plan”), pursuant to which Rhinebeck Bancorp, MHC will convert from a mutual holding company to a stock holding company. Rhinebeck Bancorp, MHC is the mutual holding company that owns approximately 57% of the outstanding common stock of Rhinebeck 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 Rhinebeck Bancorp, MHC’s ownership interest in Rhinebeck Bancorp, Inc., to depositors of Rhinebeck Bank and others in a subscription offering and, if necessary, a community 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 common 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, established at the time of conversion, designed to preserve in Rhinebeck Bancorp, Inc. the same aggregate 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 common 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 Rhinebeck 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 aggregate pro forma market value of the common stock of Rhinebeck Bancorp, Inc., as determined by an independent appraisal. The Plan establishes 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 Bancorp, Inc. The record date for the supplemental eligible account holders of Rhinebeck Bank entitled to receive non-transferable subscription rights to subscribe 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 account 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 depositors to vote on the Plan, a majority of the total votes eligible to be cast by depositors at the special 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 minority 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 interruption and Rhinebeck Bank will continue to offer customers the same banking products and services that it has offered through existing banking offices and its current management team and employees. Prior to regulatory approval, depositors of Rhinebeck Bank will have an opportunity to file written comments including objections and supporting 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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