RBKB · Rhinebeck Bancorp, Inc.

Rhinebeck Bancorp, Inc., along with its parent mutual holding company Rhinebeck Bancorp, MHC and subsidiary Rhinebeck Bank, has formalized an Agency Agreement with Keefe, Bruyette & Woods, Inc. (KBW) to facilitate the marketing and sale of common stock as part of the MHC's conversion to stock holding company form. This agreement is a critical step in the conversion process, enabling the offering of up to 8,912,500 shares at a fixed $10.00 purchase price, with a minimum of 6,587,500 shares required. The structure prioritizes subscriptions from eligible depositors, ESOP, supplemental eligible holders, and other depositors, followed by community and potential syndicated offerings with local preferences. KBW's role as exclusive agent ensures professional marketing efforts, with compensation structured to align incentives: a fixed $50,000 management fee already paid, success-based fees scaling with offering type, and a $45,000 records agent fee. Expense reimbursements are capped but adjustable for delays or changes. The agreement supports regulatory filings including Form S-1 and Federal Reserve applications, positioning the company for completion as a fully public entity with the bank remaining wholly owned. Investors should note the defined timelines, with termination possible if minimum shares are not sold by the end date, and existing public stockholders protected via exchange shares maintaining proportional ownership.