重大事件
即時報告
8-K
2026-07-17
Rhinebeck Bancorp公佈互助轉股份超額認購結果 預計7月21日完成轉換
AI 繁中摘要
Rhinebeck Bancorp（納斯達克：RBKB）提交8-K文件，公佈其從互助控股公司轉換為股份公司的認購發行結果及預期完成日期。
🔹 認購反應熱烈：面向銀行合資格存款人（截至2024年12月31日）的第一優先組已出現超額認購，有效訂單超過發行上限。按招股書披露的優先次序及分配程序處理後，其他優先組別將不會獲配股份。
🔹 現有股東換股安排：轉換完成時，現有股東持有的舊股將按 1:1.3978 比例換為新股，不足一股的部分以每股 10.00 美元支付現金。交易完成後，公司預計發行在外的總股數約為 15,638,237 股（經調整零碎股後或有變動）。
🔹 時間表：預計轉換及發行將於2026年7月21日（星期二）完成，同日收市後舊股停止交易。新股預計於2026年7月22日（星期三）起以相同代號「RBKB」在納斯達克開始買賣。
🔹 員工持股計劃（ESOP）原定參與認購未能執行，將於轉換完成後在公開市場購入最多相當於發行量4%的股份。
🔹 其他重點：合資格認購者可透過指定網站或電話查詢分配結果。交易仍有待常規完成條件滿足，公司管理層對如期完成表示樂觀。
對投資者的潛在意義：超額認購反映現有存戶對公司價值認可，減少攤薄壓力；舊股東獲發較多新股（比例1.3978）屬正面信號，但需留意轉換後股價波動及流通量變化。
展開英文正文
EX-99.1 2 rbkb-20260717xex99d1.htm EX-99.1 PRESS RELEASE Contact: Matthew J. Smith President and Chief Executive Officer Rhinebeck Bancorp, Inc. (845) 454-8555 Rhinebeck Bancorp, Inc. Announces Subscription Offering Results and Expected Closing Date Poughkeepsie, New York (July 17, 2026) – Rhinebeck Bancorp, Inc. (Nasdaq Capital Market: RBKB) (the “Company”), the holding company for Rhinebeck Bank (the “Bank”), announced the results of the subscription offering conducted in connection with the mutual-to-stock conversion of Rhinebeck Bancorp, MHC, the mutual holding company of the Bank. The subscription offering, which expired on June 18, 2026, was oversubscribed in the first tier by eligible depositors of the Bank as of the close of business on December 31, 2024. Valid subscription orders for more than the maximum of the offering range were received. As a result of the oversubscription, the subscription orders are subject to the priorities and allocation procedures disclosed in the Company’s prospectus dated May 14, 2026. No other priority group will have their orders filled. Eligible subscribers may confirm their subscription and allocations online at https://allocations.kbw.com. Also, the Stock Information Center will be able to confirm allocation information at (877) 643-8198. The Stock Information Center is open Monday through Friday between 10:00 am and 4:00 pm Eastern time. The Bank’s employee stock ownership plan was unable to purchase shares in the offering and, as disclosed in the prospectus, it is expected to purchase an amount equal to up to 4% of the shares that were sold in the offering in the open market following the completion of the conversion and offering. Concurrent with the completion of the offering, shares of existing Rhinebeck Bancorp, Inc. common stock owned by the public will be exchanged for shares of the new Rhinebeck Bancorp, Inc. common stock so that Rhinebeck Bancorp, Inc’s existing shareholders will own approximately the same percentage of the new Rhinebeck Bancorp, Inc. common stock as they owned of Rhinebeck Bancorp, Inc’s common stock immediately prior to the conversion, subject to adjustment as disclosed in the prospectus. As a result, existing shareholders of Rhinebeck Bancorp, Inc. will receive 1.3978 shares of the new Rhinebeck Bancorp, Inc. common stock for each share of the existing Rhinebeck Bancorp, Inc. common stock they owned immediately prior to completion of the transaction. Cash in lieu of fractional shares will be paid at a rate of $10.00 per share. As a result of the offering and the exchange of shares, Rhinebeck Bancorp, Inc. will have 15,638,237 shares outstanding after giving effect to the transaction, subject to adjustment for fractional shares. The conversion and offering remain subject to customary closing conditions. Subject to satisfaction of those conditions, the Company anticipates closing the transaction on Tuesday, July 21, 2026. Shares of Company common stock will continue to trade on the Nasdaq Capital Market under the trading symbol “RBKB” through the closing of the market on the closing date of the conversion (Tuesday, July 21, 2026). It is anticipated that the newly issued and exchanged shares of Company common stock will begin to trade on the Nasdaq Capital Market under the same symbol “RBKB” beginning on Wednesday, July 22, 2026. Luse Gorman, PC is acting as legal counsel to the Company, Rhinebeck Bancorp, MHC and the Bank. Keefe, Bruyette & Woods, Inc., a Stifel Company, is acting as marketing agent for the Company in the subscription offering, and Vedder Price P.C. is acting as its legal counsel. About Rhinebeck Bancorp, Inc. Rhinebeck Bancorp, Inc. is the bank holding company for Rhinebeck Bank, a New York-chartered stock savings bank headquartered in Poughkeepsie, New York. The Bank conducts its business from 12 full-service banking offices and three representative offices located in Albany, Dutchess, Orange, Ulster and Westchester Counties, New York. Forward-Looking Statements Certain statements contained herein constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements may be identified by words such as “may,” “will,” “would,” “intend,” “believe,” “expect,” “plan,” “estimate,” “anticipate,” “continue,” or similar terms or variations on those terms, or the negative of those terms. These statements are based upon the current beliefs and expectations of Company management and are subject to significant risks and uncertainties. Forward-looking statements are not guarantees of future performance and actual results may differ materially from those set forth in the forward-looking statements as a result of numerous factors. Factors that could cause such differences to exist include, but are not limited to the failure to satisfy customary closing conditions in a timely manner, if at all, delays in trading of newly issued common stock following completion of the conversion and offering, and other risks described in filings the Company has made with the Securities and Exchange Commission (the “SEC”), which are available at the SEC’s website, www.sec.gov. Forward-Looking Statements Certain statements contained herein constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements may be identified by words such as “may,” “will,” “would,” “intend,” “believe,” “expect,” “plan,” “estimate,” “anticipate,” “continue,” or similar terms or variations on those terms, or the negative of those terms. These statements are based upon the current beliefs and expectations of Company management and are subject to significant risks and uncertainties. Forward-looking statements are not guarantees of future performance and actual results may differ materially from those set forth in the forward-looking statements as a result of numerous factors. Factors that could cause such differences to exist include, but are not limited to: the failure to obtain the requisite approvals of applicable regulatory agencies for the proposed conversion and related offering, or delays in obtaining such approvals; that customary closing conditions may not be satisfied in a timely manner, if at all; and other risks described in filings the Company has made with the Securities and Exchange Commission (the “SEC”), which are available at the SEC’s website, www.sec.gov. This press release is neither an offer to sell nor a solicitation of an offer to buy common stock. The offer is made only by the prospectus, as supplemented by the prospectus supplement, and when accompanied by a stock order form. The shares of common stock being offered for sale by Rhinebeck Bancorp, Inc. are not savings accounts or deposit accounts and are not insured by the Federal Deposit Insurance Corporation or by any other governmental agency.