Rhinebeck Bancorp, Inc.
Filed Mar 13, 2026.
View on SEC.govAbout this filing
A company's registration of shares for sale to the public, often for a first offering. It describes the business, its risks and how the company plans to use the money.
period unavailable · Filed Mar 13, 2026
Contents
PRO FORMA DATA
The following tables summarize historical data of Rhinebeck Bancorp and pro forma data of Rhinebeck Bancorp at and for three months ended December 31, 2025 and at and for the year ended December 31, 2025. This information is based on assumptions set forth below and in the tables and related footnotes, and should not be used as a basis for projections of market value of the shares of common stock following the conversion and offering.
The net proceeds are based upon the following assumptions:
| (1) | all of the shares of common stock will be sold in the subscription and community offerings; |
| (2) | our employee stock ownership plan will purchase 4% of the shares of common stock sold in the offering with a loan from Rhinebeck Bancorp. The existing loan obligation of our employee stock ownership plan, equal to $3.3 million as of December 31, 2025, will be combined with the new loan. The combined loan will be repaid in substantially equal payments of principal and interest (at the prime rate of interest) over 20 years. Interest income that we earn on the loan will offset the interest paid by Rhinebeck Bank. The effect on earnings for the employee stock ownership plan is the cost of amortizing the loan over 20 years, net of historical expense for the period; |
| (3) | we will pay KBW a fee of 1.0% with respect to shares sold in the subscription offering and 1.5% with respect to shares sold in the community offering (no fee will be paid with respect to shares of common stock purchased by our qualified and non-qualified employee stock benefit plans, officers and directors, and their immediate families, and no fee will be paid with respect to exchange shares); and |
| (4) | total expenses of the offering, other than the fees and commissions to be paid to KBW, will be $2.1 million. |
The expenses of the offering may vary from those estimated, and the fees paid to KBW may vary from the amounts estimated if the amount of shares of Rhinebeck Bancorp common stock sold varies from the amounts assumed above or if any shares are sold in a syndicated community offering and/or firm commitment underwritten offering.
We calculated pro forma consolidated net income for the three months ended December 31, 2025 and the fiscal year ended December 31, 2025 as if the estimated net proceeds we received had been invested at the beginning of the period at an assumed interest rate of 3.73% (2.87% on an after-tax basis). This represents the yield on the five-year U.S. Treasury Note at December 31, 2025, which, in light of current market interest rates, we consider to more accurately reflect the pro forma reinvestment rate than the arithmetic average of the weighted average yield earned on our interest-earning assets and the weighted average rate paid on our deposits, which is the reinvestment rate federal regulations require that we assume in presenting pro forma data.
We further believe that the reinvestment rate is factually supportable because:
| · | the yield on the U.S. Treasury Note can be determined and/or estimated from third-party sources; and |
| · | we believe that U.S. Treasury securities are not subject to credit losses due to a U.S. Government guarantee of payment of principal and interest. |
We calculated historical and pro forma per share amounts by dividing historical and pro forma amounts of consolidated net income and stockholders’ equity by the indicated number of shares of common stock. For pro forma earnings per share calculations, we adjusted these figures to give effect to the shares of common stock purchased by the employee stock ownership plan. We computed per share amounts as if the shares of common stock were outstanding at the beginning of the period, but we did not adjust per share historical or pro forma stockholders’ equity to reflect the earnings on the estimated net proceeds.
The pro forma data gives effect to the implementation of one or more stock-based benefit plans. We have assumed that stock-based benefit plans will reserve for restricted stock awards a number of shares of common stock equal to 4% of the shares of common stock sold in the offering at the same price for which they were sold in the offering. We have assumed that awards of common stock granted under such plans vest over a five-year period.
We also have assumed that options will be granted under stock-based benefit plans to acquire shares of common stock equal to 10% of the shares of common stock sold in the offering. We have assumed that the exercise price of the stock options and the market price of the stock at the date of grant were $10.00 per share and that the stock options had a term of ten years and vested over five years. We applied the Black-Scholes option pricing model to estimate a grant-date fair value of $3.36 for each option. In addition to the terms of the options described above, the Black-Scholes option pricing model assumed an estimated volatility rate of 25.40% for the shares of common stock, a dividend yield of 0%, an expected option life of six years and a risk-free interest rate of 3.84%.
We may grant options and award shares of common stock under one or more stock-based benefit plans in excess of 10% and 4%, respectively, of the shares of common stock sold in the offering and that vest sooner than over a five-year period if the stock-based benefit plans are adopted more than 12 months following the completion of the offering.
As discussed under “How We Intend to Use the Proceeds from the Offering,” we intend to contribute 50% of the net proceeds from the offering to Rhinebeck Bank, and we will retain the remainder of the net proceeds from the offering. We will use a portion of the proceeds we retain to fund a loan to the employee stock ownership plan. We will retain the rest of the proceeds for future use.
The pro forma data does not give effect to:
| · | withdrawals from deposit accounts to purchase shares of common stock in the offering; |
| · | our results of operations after the offering; or |
| · | changes in the market price of the shares of common stock after the offering. |
The following pro forma data may not be representative of the financial effects of the offering at the date on which the offering actually occurs, and should not be taken as indicative of future results of operations. Pro forma consolidated stockholders’ equity represents the difference between the stated amounts of our assets and liabilities. The pro forma stockholders’ equity is not intended to represent the fair market value of the shares of common stock and may be different than the amounts that would be available for distribution to stockholders if we liquidated. Moreover, pro forma stockholders’ equity per share does not give effect to the liquidation accounts to be established in the conversion or, in the unlikely event of a liquidation of Rhinebeck Bank, to the tax effect of the recapture of the bad debt reserve. See “The Conversion and Offering—Liquidation Rights.”
| At or for the Year Ended December 31, 2025 Based upon the Sale at $10.00 Per Share of: | ||||||
|---|---|---|---|---|---|---|
| 6,587,500 Shares · 7,750,000 Shares · 8,912,500 Shares | ||||||
| (Dollars in thousands, except per share amounts) | ||||||
| Gross proceeds of offering | $65,875 | $77,500 | $89,125 | |||
| Market value of shares issued in the exchange | 49,712 | 58,485 | 67,257 | |||
| Pro forma market capitalization | $115,587 | $135,985 | $156,382 | |||
| Gross proceeds of offering | $65,875 | $77,500 | $89,125 | |||
| Expenses | 2,925 | 3,035 | 3,147 | |||
| Estimated net proceeds | 62,951 | 74,465 | 85,978 | |||
| Common stock purchased by employee stock ownership plan | (2,635) | (3,100) | (3,565) | |||
| Common stock purchased by stock-based benefit plans | (2,635) | (3,100) | (3,565) | |||
| Estimated net proceeds, as adjusted | $57,681 | $68,265 | $78,848 | |||
| Consolidated net earnings: | ||||||
| Historical | $10,045 | $10,045 | $10,045 | |||
| Income on adjusted net proceeds | 1,657 | 1,961 | 2,265 | |||
| Income on Rhinebeck Bancorp, MHC asset contribution | 3 | 3 | 3 | |||
| Employee stock ownership plan(1) | (28) | (65) | (103) | |||
| Stock awards(2) | (406) | (477) | (549) | |||
| Stock options(3) | (417) | (491) | (564) | |||
| Pro forma net income | $10,854 | $10,975 | $11,096 | |||
| Earnings per share(4): | ||||||
| Historical | $0.91 | $0.79 | $0.68 | |||
| Income on adjusted net proceeds | 0.15 | 0.15 | 0.15 | |||
| Income on Rhinebeck Bancorp, MHC asset contribution | — | — | — | |||
| Employee stock ownership plan(1) | — | (0.01) | (0.01) | |||
| Stock awards(2) | (0.04) | (0.04) | (0.04) | |||
| Stock options(3) | (0.04) | (0.04) | (0.04) | |||
| Pro forma earnings per share(4) | $0.98 | $0.85 | $0.74 | |||
| Offering price to pro forma net earnings per share | 10.20 | x | 11.76 | x | 13.51 | x |
| Number of shares used in earnings per share calculations | 11,028,980 | 12,975,271 | 14,921,563 | |||
| Stockholders’ equity: | ||||||
| Historical | $136,852 | $136,852 | $136,852 | |||
| Estimated net proceeds | 62,951 | 74,465 | 85,978 | |||
| Rhinebeck Bancorp, MHC capital contribution | 99 | 99 | 99 | |||
| Common stock acquired by employee stock ownership plan(1) | (2,635) | (3,100) | (3,565) | |||
| Common stock acquired by stock-based benefit plans(2) | (2,635) | (3,100) | (3,565) | |||
| Pro forma stockholders’ equity(5) | 194,632 | 205,216 | 215,799 | |||
| Intangible assets | (2,341) | (2,341) | (2,341) | |||
| Pro forma tangible stockholders’ equity(5) | $192,291 | $202,875 | $213,458 | |||
| Stockholders’ equity per share(6): | ||||||
| Historical | $11.84 | $10.06 | $8.75 | |||
| Estimated net proceeds | 5.45 | 5.48 | 5.50 | |||
| Rhinebeck Bancorp, MHC capital contribution | 0.01 | 0.01 | 0.01 | |||
| Common stock acquired by employee stock ownership plan(1) | (0.23) | (0.23) | (0.23) | |||
| Common stock acquired by stock-based benefit plans(2) | (0.23) | (0.23) | (0.23) | |||
| Pro forma stockholders’ equity per share(5)(6) | 16.84 | 15.09 | 13.80 | |||
| Intangible assets | (0.20) | (0.17) | (0.15) | |||
| Pro forma tangible stockholders’ equity per share(5)(6) | $16.64 | $14.92 | $13.65 | |||
| Offering price as percentage of pro forma stockholders’ equity per share | 59.38% | 66.27% | 72.46% | |||
| Offering price as percentage of pro forma tangible stockholders’ equity per share | 60.10% | 67.02% | 73.26% | |||
| Number of shares outstanding for pro forma book value per share calculations | 11,558,697 | 13,598,467 | 15,638,238 | |||
(footnotes continue on following page)
(continued from previous page)
| (1) | Assumes that 4% of the shares of common stock sold in the offering will be purchased by the employee stock ownership plan. For purposes of this table, the funds used to acquire these shares are assumed to have been borrowed by the employee stock ownership plan from Rhinebeck Bancorp, and the outstanding loan with respect to existing shares of Rhinebeck Bancorp held by the employee stock ownership plan will be refinanced and consolidated with the new loan. Rhinebeck Bank intends to make annual contributions to the employee stock ownership plan in an amount at least equal to the required principal and interest payments on the debt. Rhinebeck Bank’s total annual payments on the employee stock ownership plan debt are based upon 20 equal annual installments of principal and interest. Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 718-40, “Compensation—Stock Compensation—Employee Stock Ownership Plans” (“ASC 718-40”) requires that an employer record compensation expense in an amount equal to the fair value of the shares committed to be released to employees. The pro forma adjustments assume that the employee stock ownership plan shares are allocated in equal annual installments based on the number of loan repayment installments assumed to be paid by Rhinebeck Bank, the fair value of the common stock remains equal to the subscription price and the employee stock ownership plan expense reflects an effective combined federal and state tax rate of 23.0%. The unallocated employee stock ownership plan shares are reflected as a reduction of stockholders’ equity. No reinvestment is assumed on proceeds contributed to fund the employee stock ownership plan. The pro forma net income further assumes that 27,880, 32,800 and 37,720 shares were committed to be released during the year ended December 31, 2025 at the minimum, midpoint and maximum of the offering range, respectively, and in accordance with ASC 718-40, only the employee stock ownership plan shares committed to be released during the period were considered outstanding for net income per share calculations. |
| (2) | Assumes that one or more stock-based benefit plans reserve an aggregate number of shares of common stock equal to 4% of the shares to be sold in the offering. Stockholder approval of the plans and purchases by the plans may not occur earlier than six months after the completion of the conversion. The shares may be acquired directly from Rhinebeck Bancorp or through open market purchases. Shares in the stock-based benefit plans are assumed to vest over a period of five years. The funds to be used to purchase the shares will be provided by Rhinebeck Bancorp. The tables assume that (i) the stock-based benefit plan acquires the shares through open market purchases at $10.00 per share, (ii) 20% of the amount contributed to the plan is amortized as an expense during the year ended December 31, 2025, and (iii) the plan expense reflects an effective combined federal and state tax rate of 23.0%. Assuming stockholder approval of the stock-based benefit plans and that shares of common stock (equal to 4% of the shares sold in the offering) are awarded through the use of authorized but unissued shares of common stock, stockholders would have their ownership and voting interests diluted by approximately 2.2%. |
| (3) | Assumes that options are granted under one or more stock-based benefit plans to acquire an aggregate number of shares of common stock equal to 10% of the shares to be sold in the offering. Stockholder approval of the plans may not occur earlier than six months after the completion of the conversion. In calculating the pro forma effect of the stock-based benefit plans, it is assumed that the exercise price of the stock options and the trading price of the common stock at the date of grant were both $10.00 per share, the estimated grant-date fair value determined using the Black-Scholes option pricing model was $3.36 for each option and that the aggregate grant-date fair value of the stock options was amortized to expense on a straight-line basis over a five-year vesting period using an effective combined federal and state tax rate of 23.0% and that 25.0% of the option expense is taxable. The actual expense will be determined by the grant-date fair value of the options, which will depend on a number of factors, including the valuation assumptions used and the option pricing model ultimately adopted. Under the above assumptions, the adoption of the stock-based benefit plans will result in no additional shares under the treasury stock method for calculating earnings per share. There can be no assurance that the exercise price of the stock options will be equal to the $10.00 price per share. If a portion of the shares used to satisfy the exercise of options comes from authorized but unissued shares, our net income per share and stockholders’ equity per share would decrease. The issuance of authorized but unissued shares of common stock pursuant to the exercise of options under such plan would dilute stockholders’ ownership and voting interests by approximately 5.4%. |
| (4) | Per share figures include publicly held shares of Rhinebeck Bancorp common stock that will be issued in exchange for new shares of Rhinebeck Bancorp common stock in the conversion. See “The Conversion and Offering—Share Exchange Ratio for Current Stockholders.” Net income per share computations are determined by taking the number of shares assumed to be sold in the offering and the number of new shares assumed to be issued in exchange for publicly held shares and, in accordance with ASC 718-40, subtracting the employee stock ownership plan shares that have not been committed for release during the period. See footnote 1, above. The number of shares of common stock actually sold and exchange shares may be more or less than the assumed amounts. |
| (5) | The retained earnings of Rhinebeck Bank will be substantially restricted after the conversion. See “Our Dividend Policy,” “The Conversion and Offering—Liquidation Rights” and “Supervision and Regulation—Federal Banking Regulation—Capital Requirements.” |
| (6) | Per share figures include publicly held shares of Rhinebeck Bancorp common stock that will be issued in exchange for new shares of Rhinebeck Bancorp common stock in the conversion. Stockholders’ equity per share calculations are based upon the sum of (i) the number of shares assumed to be sold in the offering and (ii) shares to be issued in exchange for publicly held shares at the minimum, midpoint and maximum of the offering range, respectively. The exchange shares reflect an exchange ratio of 1.0367, 1.2197 and 1.4026 at the minimum, midpoint and maximum of the offering range, respectively. The number of shares actually sold and the corresponding number of exchange shares may be more or less than the assumed amounts. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.