Monitor the subscription offering deadline (June 18, 2026) and any updates to the independent appraisal that could change the offering range. Post-conversion, watch for deployment of capital into commercial lending and technology investments, and any dividend announcements. The stock currently trades at a discount to peer valuations, but post-offering dilution and low near-term ROE may cap upside.
Executive Summary
Rhinebeck Bancorp (RBKB) filed Pre-Effective Amendment No. 2 to its S-1 registration statement on May 11, 2026, advancing its second-step mutual-to-stock conversion. The offering of up to 8,912,500 shares at $10.00 per share aims to raise between $63.0M and $86.0M in net proceeds, with at least 50% contributed to Rhinebeck Bank to strengthen capital and support growth. The filing includes a prospectus supplement for the Rhinebeck Bank 401(k) Plan, allowing participants to purchase up to 3,298,199 shares through their retirement accounts.
Key Financial Metrics
Key Facts
- Second-step mutual-to-stock conversion offering 6,587,500 to 8,912,500 shares at $10.00 per share
- Estimated net proceeds of $62.95M to $85.98M; at least 50% contributed to Rhinebeck Bank
- Net income of $10.045M for FY2025 vs. net loss of $8.620M in FY2024
- Total assets of $1.30B at Dec 31, 2025; stockholders' equity of $136.9M
- Non-performing assets at 0.28% of total assets; allowance for credit losses at 0.87% of loans
- Subscription offering expires June 18, 2026; minimum 6,587,500 shares must be sold
- Existing public shareholders receive exchange ratio of 1.0367 to 1.4026 new shares per old share
- 401(k) Plan participants may purchase up to 3,298,199 shares through the offering
Financial Impact
Offering raises $63M-$86M in net proceeds; FY2025 net income of $10.045M vs FY2024 net loss of $8.620M
Risk Factors
- Post-offering return on equity may be low until capital is deployed effectively
- Stock may trade below $10.00 offering price as is common in mutual-to-stock conversions
- Dilution from stock-based benefit plans (up to 14% of shares sold) and ESOP
- Concentration in commercial real estate loans (55.8% of portfolio) increases credit risk
- Regulatory restrictions on share repurchases for first year post-conversion
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 5 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| S-1/A Filing (Primary) | 0001104659-26-058600 |
| Document: tm268293d3_ex23-2.htm | 0001104659-26-058600 |
| Document: 0001104659-26-058600-index-headers.html | 0001104659-26-058600 |
| Document: 0001104659-26-058600-index.html | 0001104659-26-058600 |
| Document: 0001104659-26-058600.txt | 0001104659-26-058600 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 6, 2026 20d ago | 8-K | $12.97 | awaiting T+60 | — | $12.85 (−0.93%) |
Aug 6, 2026 11w ago | Insider Buy | $12.52 | awaiting T+60 | — | $12.85 (+2.64%) |
Jul 23, 2026 13w ago | Insider Cluster | $12.43 $12.69 | ▲ +2.09% | ▼ −1.64% | $12.85 (+3.38%) |
Jul 17, 2026 14w ago | 8-K | $17.02 $17.98 | ▲ +5.64% | ▲ +0.95% | $12.85 (−24.50%) |
Jun 29, 2026 17w ago | 8-K | $17.31 $17.95 | ▲ +3.71% | ▲ +0.97% | $12.85 (−25.77%) |
May 26, 2026 21w ago | 8-K | $11.02 $12.65 | ▼ −14.75% | ▼ −12.03% | $12.85 (−16.57%) |
May 15, 2026 23w ago | EFFECT | $11.47 $12.48 | ▲ +8.76% | ▲ +4.25% | $12.85 (+11.99%) |
May 14, 2026 23w ago | 8-K | $11.47 $12.48 | ▲ +8.76% | ▲ +4.25% | $12.85 (+11.99%) |
May 11, 2026 24w ago | S-1/A | $11.50 $12.16 | ▲ +5.78% | ▲ +1.38% | $12.85 (+11.78%) |
Apr 24, 2026 26w ago | S-1/A | $16.05 $12.04 | ▼ −24.98% | ▼ −29.76% | $12.85 (−19.94%) |
US Market Status
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