重大事件
即時報告
8-K
2026-05-14
Rhinebeck Bancorp 與 KBW 簽訂代理協議 推動普通股發行
AI 繁中摘要
Rhinebeck Bancorp, Inc.（下稱「公司」）於 2026 年 5 月 14 日提交 8-K 表格，披露已與 Keefe, Bruyette & Woods, Inc.（KBW）簽訂代理協議，委任 KBW 擔任其普通股發行的財務顧問及市場推廣代理。📄
根據協議條款：
* 財務顧問及市場推廣服務：KBW 可收取 5 萬美元管理費（已支付），另加成功費。成功費按認購發行總集資額的 1.0%，以及社區發行總集資額的 1.5% 計算，並於股票發行完成時支付。成功費將扣除已付的管理費。若股份透過經銷商集團以「辛迪加式社區發行」方式出售，公司將向 KBW 支付不超過該批社區發行總集資額 6.0% 的費用。
* 記錄代理服務：KBW 可收取 4.5 萬美元記錄代理費，其中 2 萬美元已支付，餘款於轉換及股票發行完成時支付。若法規或轉換計劃出現重大變動，或出現需要重複或替代處理的延誤，此費用最高可增加 1.5 萬美元。
是次普通股發行乃根據公司已提交的 S-1 表格註冊聲明（編號 333-294283）及 2026 年 5 月 14 日的相關招股書進行。
對投資者的潛在影響：聘請 KBW 這家知名的金融服務機構，反映公司正積極推進其業務轉型及資本籌集計劃。協議中的成功費結構與發行規模掛鉤，有助激勵 KBW 盡力推銷股份。投資者應留意發行進度、最終定價及集資用途，相關細節載於 S-1 註冊文件。協議全文已作為 8-K 的附件存檔。
展開英文正文
false 0001751783 0001751783 2026-05-14 2026-05-14 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 14, 2026 Rhinebeck Bancorp, Inc. (Exact Name of Registrant as Specified in Charter) Maryland 001-38779 83-2117268 (State or Other Jurisdiction) of Incorporation) (Commission File No.) (I.R.S. Employer Identification No.) 2 Jefferson Plaza, Poughkeepsie, New York 12601 (Address of Principal Executive Offices) (Zip Code) Registrant’s telephone number, including area code: (845) 454-8555 Not Applicable (Former name or former address, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.01 per share RBKB The NASDAQ Stock Market, LLC Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ Item 1.01Entry Into a Material Definitive Agreement On May 14, 2026, Rhinebeck Bancorp, MHC (the “MHC”), the parent mutual holding company of Rhinebeck Bancorp, Inc. (the “Company”), the Company, and Rhinebeck Bank, the Company’s wholly owned subsidiary, entered into an Agency Agreement with Keefe, Bruyette & Woods, Inc. (“KBW”), which will assist in the marketing of the Company’s common stock during its stock offering. For its services as financial advisor and marketing agent, KBW will receive (i) a management fee of $50,000, which has already been paid, and (ii) a success fee equal to 1.0% and 1.5% of the aggregate proceeds of the Company’s subscription offering and any community offering, respectively, which is payable upon the completion of the stock offering. The success fee will be reduced by the management fee. In the event shares of common stock are sold through a group of broker-dealers in a syndicated community offering, the Company will pay KBW a fee not to exceed 6.0% of the aggregate proceeds of the syndicated community offering. For its services as records agent, KBW will receive a fee of $45,000, $20,000 of which has already been paid and the remainder of which will be paid upon the completion of the conversion and stock offering. This fee may be increased by up to $15,000 in the event of any material change in applicable regulations or the plan of conversion, or if there are delays requiring duplicate or replacement processing. The shares of common stock are being offered pursuant to a Registration Statement on Form S-1, as amended (Registration No. 333-294283), filed by the Company under the Securities Act of 1933, as amended, and a related prospectus dated May 14, 2026. The foregoing description of the terms of the Agency Agreement is qualified in its entirety by reference to the Agency Agreement, which is filed as Exhibit 1.1 hereto and incorporated by reference herein. Item 9.01.Financial Statements and Exhibits. (d)Exhibits Exhibit NumberExhibit 1.1Agency Agreement dated May 14, 2026, by and among Rhinebeck Bancorp, MHC, Rhinebeck Bancorp, Inc., Rhinebeck Bank and Keefe, Bruyette & Woods, Inc. 104Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL) SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. RHINEBECK BANCORP, INC. DATE: May 14, 2026 /s/ Matthew J. Smith Matthew J. Smith President and Chief Executive Officer