NOTICE OF APPLICATION FOR MUTUAL HOLDING COMPANY TO CONVERT FROM MUTUAL TO STOCK FORM AND NOTICE OF APPLICATION FOR MERGER OF A BANK HOLDING COMPANY
Rhinebeck Bancorp, MHC, Poughkeepsie, New York, the parent mutual holding company of Rhinebeck Bancorp, Inc., Poughkeepsie, New York, and Rhinebeck Bank, Rhinebeck, New York, have applied to the Board of Governors of the Federal Reserve System (the "Federal Reserve") to convert from the mutual to stock form of organization (the "Conversion"). Pursuant to the Plan of Conversion and Reorganization, which has been adopted by a vote of at least two-thirds of the trustees of Rhinebeck Bancorp, MHC, upon consummation of the Conversion, Rhinebeck Bancorp, MHC will convert its charter to a Delaware stock corporation, merge with and into Rhinebeck Bancorp, Inc., and cease to exist. Simultaneously, Rhinebeck Bancorp, Inc., a Maryland corporation and the mid-tier subsidiary holding company of Rhinebeck Bank, will offer for sale shares of its common stock, representing the shares currently owned by Rhinebeck Bancorp, MHC, to eligible depositors of Rhinebeck Bank and others in a subscription offering and, if necessary, in a community offering or a syndicated community offering and/or a firm commitment underwritten offering.
As part of the Conversion, each share of common stock of Rhinebeck Bancorp, Inc. owned by persons other than Rhinebeck Bancorp, MHC will be converted into and become the right to receive a number of shares of common stock of Rhinebeck Bancorp, Inc. pursuant to an exchange ratio established at the time of the Conversion by an independent appraiser. The exchange ratio is intended to preserve the same aggregate ownership interest in Rhinebeck Bancorp, Inc. as each minority stockholder had prior to the Conversion, adjusted downward to reflect certain assets held by Rhinebeck Bancorp, MHC, without giving effect to new shares purchased in the stock offering or cash paid in lieu of any fractional shares.
In addition, in order to effect the Conversion, Rhinebeck Bancorp, Inc. has applied to the Federal Reserve for permission to merge Rhinebeck Bancorp, MHC immediately after the conversion of its charter to become a Delaware stock corporation with and into Rhinebeck Bancorp, Inc., with Rhinebeck Bancorp, Inc. as the surviving entity. As a result of the Conversion, Rhinebeck Bancorp, Inc.'s common stock will be 100% publicly-owned. The Conversion will not affect Rhinebeck Bancorp, Inc.'s ownership of Rhinebeck Bank's common stock, and Rhinebeck Bank will continue to be a New York stock savings bank.
The Federal Reserve considers a number of factors in deciding whether to approve the applications, including the record of performance of Rhinebeck Bank in helping to meet the convenience and needs of its communities. You are invited to submit comments in writing on these applications to the Federal Reserve Bank of New York, Attention: Bank Applications Officer, 33 Liberty Street, New York, NY 10045, or via email: comments.applications@ny.frb.org. The comment period will not end before Friday, April 17, 2026 and may be somewhat longer. The Federal Reserve's procedures for processing applications may be found at 12 C.F.R. Part 262. Procedures for processing protested applications may be found at 12 C.F.R. § 262.25. If you need more information about how to submit your comments on the community affairs aspects of the applications or to obtain copies of relevant procedures, contact Ms. Claire Kramer Mills, Director of Community Development Analysis, (212) 720-5371; other questions, including those relating to general procedures, should be directed to the Bank Applications Function, (212) 720-8842. The Federal Reserve will consider your comments and any request for a public meeting or formal hearing on the applications if they are received in writing by the Federal Reserve Bank of New York on or before the last day of the comment period.
March 18 2026
LNYS0477787