Rhinebeck Bancorp, Inc. (RBKB) - Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed on May 14, 2026, by Rhinebeck Bancorp, Inc. (the "Company"), a Maryland corporation. The report details the entry into a material definitive agreement involving the Company, its parent mutual holding company (Rhinebeck Bancorp, MHC), and its wholly owned subsidiary, Rhinebeck Bank.
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on the terms of a new agency agreement. Specific financial figures disclosed relate to transaction fees:
- Management Fee: $50,000 (already paid to Keefe, Bruyette & Woods, Inc. ("KBW")).
- Records Agent Fee: $45,000 total ($20,000 paid, remainder due upon completion).
- Success Fee: 1.0% of subscription offering proceeds and 1.5% of community offering proceeds (reduced by the management fee).
- Syndicated Offering Fee: Up to 6.0% of aggregate proceeds if sold via a broker-dealer syndicate.
Material Changes
The primary material change is the execution of an Agency Agreement with KBW to assist in marketing the Company's common stock during a stock offering. This offering is being conducted pursuant to a Registration Statement on Form S-1 (Registration No. 333-294283) and a related prospectus dated May 14, 2026. The agreement facilitates the Company's conversion and stock offering process.
Outlook, Risks, and Contingencies
Management Commentary: The Company has engaged KBW as a financial advisor, marketing agent, and records agent to support its capital raising efforts.
Contingencies: The records agent fee is subject to an increase of up to $15,000 in the event of material changes in applicable regulations, changes to the plan of conversion, or delays requiring duplicate processing.
Risks: The filing does not explicitly list risk factors beyond the standard qualification that the agreement description is subject to the full text of the Agency Agreement filed as Exhibit 1.1.
Investor Verification Checklist
- Verify the status and expected closing date of the stock offering referenced in the Form S-1 (Registration No. 333-294283).
- Review the full text of the Agency Agreement (Exhibit 1.1) for additional covenants or termination clauses.
- Confirm the total capital raised once the offering concludes to calculate the final success fee payable to KBW.
- Monitor for any regulatory changes that might trigger the additional $15,000 records agent fee.