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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 29, 2026
Rhinebeck Bancorp, Inc.
(Exact Name of Registrant as Specified in Charter)
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Maryland | | | 001-38779 | | 83-2117268 |
(State or Other Jurisdiction) of Incorporation) | | | (Commission File No.) | | (I.R.S. Employer Identification No.) |
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2 Jefferson Plaza, Poughkeepsie, New York | | 12601 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code:(845) 454-8555
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, par value $0.01 per share | | RBKB | | The NASDAQ Stock Market, LLC |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07Submission of Matters to a Vote of Security Holders.
On June 29, 2026, Rhinebeck Bancorp, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”). The final vote results on each matter submitted to a vote are as follows:
| 1. | The approval of an Amended and Restated Plan of Conversion and Reorganization, whereby Rhinebeck Bancorp, MHC will convert from the mutual holding company to the stock holding company structure, including the merger of Rhinebeck Bancorp, MHC with and into the Company and amendments to the Company’s articles of incorporation, as described in the proxy statement/prospectus for the Special Meeting: |
Including Votes Cast by Rhinebeck Bancorp, MHC:
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For | | Against | | Abstain | | Broker Non-Votes |
10,108,446 | | 7,369 | | 441 | | - |
Excluding Votes Cast by Rhinebeck Bancorp, MHC:
| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
3,762,471 | | 7,369 | | 441 | | - |
| 2. | The approval of the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient proxies at the time of the Special Meeting to approve the Amended and Restated Plan of Conversion and Reorganization: |
| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
10,091,712 | | 24,113 | | 431 | | - |
Item 8.01Other Events
On June 29, 2026, the depositors of Rhinebeck Bank approved the Amended and Restated Plan of Conversion and Reorganization.
On June 29, 2026, the Company issued a press release to announce the receipt of stockholder and depositor approvals. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01Financial Statements and Exhibits.
Exhibit NumberExhibit
99.1 Press release dated June 29, 2026
| 104 | Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
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| RHINEBECK BANCORP, INC. |
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DATE: June 29, 2026 | By: /s/ Matthew J. Smith |
| Matthew J. Smith |
| President and Chief Executive Officer |
PRESS RELEASE
Contact:
Matthew J. Smith
President and Chief Executive Officer
Rhinebeck Bancorp, Inc.
(845) 454-8555
Rhinebeck Bancorp, Inc. Announces Stockholder and Depositor
Approvals of Pending Conversion Transaction
Poughkeepsie, New York (June 29, 2026) – Rhinebeck Bancorp, Inc. (NASDAQ: RBKB) (the “Company”), the holding company for Rhinebeck Bank (the “Bank”), announced that at special meetings held on June 29, 2026, the stockholders of the Company and the depositors of the Bank approved the Amended and Restated Plan of Conversion and Reorganization, whereby Rhinebeck Bancorp, MHC, the mutual holding company for the Company and the Bank, will convert from the mutual holding company structure to the fully public stock holding company structure.
The closing of the conversion and related stock offering remains subject to receipt of final regulatory approvals, the sale of at least 6,587,500 shares of common stock, and customary closing conditions. The Company’s subscription stock offering expired on June 18, 2026 and, based on preliminary results, the Company will not hold a community offering. The number of shares to be sold in connection with the conversion and stock offering will be based on a final independent appraisal and receipt of final regulatory approvals. The Company is currently processing orders received in the subscription offering and will provide allocation information as soon as it is available.
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 two representative offices located in New York’s Albany, Dutchess, Orange and Ulster Counties.
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.
