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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): August 7, 2025
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 8.01Other Events
Rhinebeck Bancorp, Inc. (the “Company”), the holding company for Rhinebeck Bank, has adopted a plan to repurchase up to 540,000 shares of its common stock, which equals approximately 5% of its outstanding common stock.
Repurchases under the plan are expected to commence after the Company completes its stock repurchase plan adopted in September 2022, under which 47,506 shares remain available for repurchase. Shares may be repurchased in open market or private transactions or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission.
Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements about the Company. Forward-looking statements include statements regarding anticipated future events and can be identified by the fact that they do not relate strictly to historical or current facts. Such statements may include words such as “expect” or future or conditional verbs such as “will” or “may.” Forward-looking statements, by their nature, are subject to risks and uncertainties. The following factors, among others, could cause actual results to differ materially from the anticipated results expressed in the forward-looking statements: increased competitive pressures; changes in the interest rate environment; general economic conditions or conditions within the securities markets; changes in demand for Rhinebeck Bank’s products and services; and legislative, accounting and regulatory changes that could adversely affect the Company’s financial condition and results of operations. Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in the Company’s reports (including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the Securities and Exchange Commission (the “SEC”) and available at the SEC’s website (www.sec.gov).
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: August 7, 2025 | By: /s/ Kevin Nihill |
| Kevin Nihill |
| Chief Financial Officer |
