[SCHEDULE 13G/A] Rhinebeck Bancorp, Inc. Amended Passive Investment Disclosure
M3 group reports 5.21% stake in Rhinebeck Bancorp
M3 Partners, L.P., together with M3 Funds, LLC, M3F, Inc., Jason A. Stock and William C. Waller, reports beneficial ownership of 815,333 shares of Rhinebeck Bancorp common stock.
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M3 Partners, L.P., together with M3 Funds, LLC, M3F, Inc., Jason A. Stock and William C. Waller, reports beneficial ownership of 815,333 shares of Rhinebeck Bancorp common stock. This represents 5.21% of the outstanding class.
All reported shares are held directly by M3 Partners, L.P., whose general partner is M3 Funds, LLC and whose investment adviser is M3F, Inc. The entities and individuals are reported as potential indirect beneficial owners, with shared voting and dispositive power over the 815,333 shares and no sole voting or dispositive power.
Key Figures
Shares beneficially owned:815,333 sharesPercent of class:5.21%Sole voting power:0 shares+2 more
5 metrics
Shares beneficially owned815,333 sharesCommon stock of Rhinebeck Bancorp reported by M3 Partners group
Percent of class5.21%Portion of Rhinebeck Bancorp common stock beneficially owned
Sole voting power0 sharesSole voting power reported by each M3 reporting person
Shared voting power815,333 sharesShares over which M3 reporting persons share voting power
Shared dispositive power815,333 sharesShares over which M3 reporting persons share dispositive power
Key Terms
beneficial ownership, shared voting power, shared dispositive power, general partner, +1 more
5 terms
beneficial ownershipfinancial
"Amount beneficially owned: The responses of each Reporting Person to row 9"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
shared voting powerfinancial
"6 | Shared Voting Power 815,333.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared dispositive powerfinancial
"8 | Shared Dispositive Power 815,333.00"
general partnerfinancial
"whose general partner is M3 Funds, LLC (the "General Partner")"
A general partner is the person or firm that runs an investment partnership and legally represents it — they make the day-to-day decisions, choose which assets to buy or sell, and are responsible for the partnership’s obligations. Investors care because the general partner’s judgment, risk-taking and fee and profit-sharing arrangements determine both the potential returns and the level of exposure to losses; think of the GP as the ship’s captain whose skill and honesty shape the voyage’s outcome.
investment adviserfinancial
"whose investment adviser is M3F, Inc. (the "Investment Adviser")"
An investment adviser is a person or firm that professionally manages money and gives recommendations about buying, selling, or holding investments. Like a financial coach or guide, they have a legal duty to act in a client's best financial interest, so their advice, fees and potential conflicts can directly affect returns and risk — making their role important for investors who want informed, accountable help with portfolios.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What percentage of Rhinebeck Bancorp (RBKB) does M3 Partners report owning?
M3 Partners and related reporting persons report beneficial ownership of 5.21% of Rhinebeck Bancorp’s common stock. This stake is based on 815,333 shares held, all attributed to M3 Partners, L.P. as the direct owner.
How many Rhinebeck Bancorp (RBKB) shares are owned by the M3 group?
The M3 group reports 815,333 shares of Rhinebeck Bancorp common stock as beneficially owned. These shares are held directly by M3 Partners, L.P., with related entities and individuals listed as potential indirect beneficial owners.
Who are the reporting persons in this RHINEBECK BANCORP (RBKB) Schedule 13G/A?
The reporting persons are M3 Funds, LLC, M3 Partners, L.P., M3F, Inc., Jason A. Stock, and William C. Waller. They collectively report beneficial ownership of 815,333 RBKB shares, representing 5.21% of the company’s common stock.
Do the M3 reporting persons have sole or shared voting power over RBKB shares?
The M3 reporting persons report 0 shares with sole voting power and 815,333 shares with shared voting power. They likewise report no sole dispositive power and shared dispositive power over the same 815,333 Rhinebeck Bancorp shares.
Which entity directly holds the Rhinebeck Bancorp (RBKB) shares reported in this 13G/A?
All reported shares are held directly by M3 Partners, L.P.. M3 Funds, LLC is its general partner, and M3F, Inc. is its investment adviser. Jason A. Stock and William C. Waller are managers/managing directors associated with these entities.
Where are the M3 reporting persons for Rhinebeck Bancorp (RBKB) based?
All reporting persons list their principal business office at 2070 E 2100 S, Suite 250, Salt Lake City, UT 84109. Rhinebeck Bancorp’s principal executive offices are at 2 Jefferson Plaza, Poughkeepsie, NY 12601.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
RHINEBECK BANCORP
(Name of Issuer)
Common Stock
(Title of Class of Securities)
762093201
(CUSIP Number)
07/22/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
762093201
1
Names of Reporting Persons
M3 Funds, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
815,333.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
815,333.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
815,333.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.21 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Limited Liability Company
SCHEDULE 13G
CUSIP Number(s):
762093201
1
Names of Reporting Persons
M3 Partners, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
815,333.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
815,333.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
815,333.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.21 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
762093201
1
Names of Reporting Persons
M3F, Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UTAH
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
815,333.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
815,333.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
815,333.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.21 %
12
Type of Reporting Person (See Instructions)
IA, CO
SCHEDULE 13G
CUSIP Number(s):
762093201
1
Names of Reporting Persons
Jason A. Stock
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
815,333.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
815,333.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
815,333.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.21 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP Number(s):
762093201
1
Names of Reporting Persons
William C. Waller
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
815,333.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
815,333.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
815,333.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.21 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
RHINEBECK BANCORP
(b)
Address of issuer's principal executive offices:
2 Jefferson Plaza, Poughkeepsie, NY, 12601
Item 2.
(a)
Name of person filing:
M3 Funds, LLC
M3 Partners, LP
M3F, Inc.
Jason A. Stock
William C. Waller
(b)
Address or principal business office or, if none, residence:
For all persons filing, 2070 E 2100 S, Suite 250, Salt Lake City, UT 84109
(c)
Citizenship:
M3 Funds, LLC is a Delaware limited liability company
M3 Partners, LP is a Delaware limited partnership
M3F, Inc. is a Utah corporation
Mr. Stock and Mr. Waller are United States citizens
(d)
Title of class of securities:
Common Stock
(e)
CUSIP No.:
762093201
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The responses of each Reporting Person to row 9 of the cover pages of this Schedule 13G are incorporated by reference into this Item 4.
All of the reported shares are owned directly by M3 Partners, L.P. ("M3 Partners"), whose general partner is M3 Funds, LLC (the "General Partner") and whose investment adviser is M3F, Inc. (the "Investment Adviser"). The General Partner and the Investment Adviser could each be deemed to be indirect beneficial owners of the reported shares, and could be deemed to share such beneficial ownership with M3 Partners.
Jason A. Stock and William C. Waller are the managers of the General Partner and the managing directors of the Investment Adviser, and could be deemed to share such indirect beneficial ownership with the General Partner, the Investment Adviser and M3 Partners.
(b)
Percent of class:
The responses of each Reporting Person to row 11 of the cover pages of this Schedule 13G are incorporated by reference into this Item 4.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The responses of each Reporting Person to row 5 of the cover pages of this Schedule 13G are incorporated by reference into this Item 4.
(ii) Shared power to vote or to direct the vote:
The responses of each Reporting Person to row 6 of the cover pages of this Schedule 13G are incorporated by reference into this Item 4.
(iii) Sole power to dispose or to direct the disposition of:
The responses of each Reporting Person to row 7 of the cover pages of this Schedule 13G are incorporated by reference into this Item 4.
(iv) Shared power to dispose or to direct the disposition of:
The responses of each Reporting Person to row 8 of the cover pages of this Schedule 13G are incorporated by reference into this Item 4.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
M3 Funds, LLC
Signature:
/s/ Jason A. Stock
Name/Title:
Jason A. Stock, Manager
Date:
08/10/2026
M3 Partners, LP
Signature:
By: M3 Funds, LLC, its General Partner /s/ Jason A. Stock
