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): October 1, 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) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On October 1, 2026, the Board of Directors of Rhinebeck Bank (the “Bank”), the wholly owned subsidiary of Rhinebeck Bancorp, Inc., provided notice of non-renewal to each employee who has a change in control agreement with the Bank, including Kevin Nihill, Executive Vice President and Chief Financial Officer of the Bank and Rhinebeck Bancorp, Inc. As a result of the notice of non-renewal, the term of each agreement will expire on December 31, 2027. The decision not to renew the agreements is part of a broader change in corporate philosophy aimed at revising and updating the terms of change in control-related contracts and does not reflect the individual’s performance evaluation or anticipated management changes, and accordingly, the Bank intends to develop a new change in control benefit arrangement to replace the agreements for each affected employee.
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: October 6, 2026
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By:
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/s/ Matthew J. Smith
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Matthew J. Smith
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President and Chief Executive Officer
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0001751783
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0001751783
2026-10-01
2026-10-01
