UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
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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):
CFR 240.14d-2(b))
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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
On September 15, 2022, Rhinebeck Bancorp, Inc., the holding company for Rhinebeck Bank, issued a press release announcing that it has adopted a program to repurchase up to 247,506 shares of its common stock, which equals approximately 5% of its outstanding common stock (excluding shares held by Rhinebeck Bancorp, MHC). This is the Company’s first stock repurchase program since completing its mutual holding company reorganization and related initial stock offering in January 2019.
Repurchases are expected to commence after the Company publicly releases its results of operations for the quarter ended September 30, 2022. 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.
For additional information, reference is made to the Company’s press release dated September 15, 2022, which is attached hereto as an exhibit and incorporated herein by reference.
Item 9.01Financial Statements and Exhibits
(d) Exhibits.
Exhibit No.Description
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
RHINEBECK BANCORP, INC. | |
DATE: September 15, 2022 | By: /s/ Michael J. Quinn |
Michael J. Quinn | |
President and Chief Executive Officer |
FOR IMMEDIATE RELEASE
RHINEBECK BANCORP, INC.
ANNOUNCES ADOPTION OF REPURCHASE PROGRAM
POUGHKEEPSIE, NEW YORK, September 15, 2022 – Rhinebeck Bancorp, Inc. (the “Company”) (Nasdaq: RBKB), the holding company for Rhinebeck Bank, announced it has adopted a program to repurchase up to 247,506 shares of its common stock, which is approximately 5% of its outstanding common stock (excluding shares held by Rhinebeck Bancorp, MHC). This is the Company’s first stock repurchase program since completing its mutual holding company reorganization and related stock offering in January 2019.
Repurchases are expected to commence after the Company publicly releases its results of operations for the period ended September 30, 2022. 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. The repurchase program has no expiration date.
The timing and amount of any repurchases will depend on a number of factors, including the availability of stock, general market conditions, the trading price of the stock, alternative uses for capital, and the Company’s financial performance. Open market purchases will be made in accordance with Rule 10b-18 of the Securities and Exchange Commission and other applicable legal requirements. The Company is not obligated to repurchase any particular number of shares or any shares in any specific time period.
About Rhinebeck Bancorp
Rhinebeck Bancorp, Inc. is a Maryland corporation organized as the mid-tier holding company of Rhinebeck Bank and is itself the majority-owned subsidiary of Rhinebeck Bancorp, MHC. The Bank is a New York chartered stock savings bank, which provides a full range of banking and financial services to consumer and commercial customers through its fifteen active branches and two representative offices located in Dutchess, Ulster, Orange, and Albany counties in New York State. Financial services including comprehensive brokerage, investment advisory services, financial product sales and employee benefits are offered through Rhinebeck Asset Management, a division of the Bank.
Forward-Looking Statements
This press release contains certain forward-looking statements about the Company and Rhinebeck Bank. 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. They often include words such as “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could,” 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 our products and services; and legislative, accounting and regulatory changes that could adversely affect the Company’s financial condition and results of operations and the business in which the Company and the Bank are engaged. 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 (such as the Annual Report on Form 10-K, 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 Internet website (www.sec.gov).
Accordingly, you should not place undue reliance on forward-looking statements. Rhinebeck Bancorp, Inc. undertakes no obligation to revise these forward-looking statements or to reflect events or circumstances after the date of this press release.
Contact Information
For Rhinebeck Bancorp, Inc:
Michael J. Quinn
President and Chief Executive Officer
(845) 790-1501
Document and Entity Information |
Sep. 15, 2022 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Document Period End Date | Sep. 15, 2022 |
| Entity File Number | 001-38779 |
| Entity Registrant Name | Rhinebeck Bancorp, Inc |
| Entity Incorporation, State or Country Code | MD |
| Entity Tax Identification Number | 83-2117268 |
| Entity Address, Address Line One | 2 Jefferson Plaza |
| Entity Address, City or Town | Poughkeepsie |
| Entity Address, State or Province | NY |
| Entity Address, Postal Zip Code | 12601 |
| City Area Code | 845 |
| Local Phone Number | 454-8555 |
| Title of 12(b) Security | Common Stock, par value $0.01 per share |
| Trading Symbol | RBKB |
| Security Exchange Name | NASDAQ |
| Written Communications | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Soliciting Material | false |
| Entity Emerging Growth Company | true |
| Entity Ex Transition Period | false |
| Entity Central Index Key | 0001751783 |
| Amendment Flag | false |