Filing Analysis
Rhinebeck Bancorp, Inc. announced the appointment of Suzanne Rhulen Loughlin to its Board of Directors, effective August 18, 2026. Ms. Loughlin will also serve on the Compensation and Governance and Nominating Committees.
📋 Key Facts
- Suzanne Rhulen Loughlin appointed to the Board of Directors effective August 18, 2026.
- Appointed to the Compensation Committee and the Governance and Nominating Committee.
- Ms. Loughlin has a background as a co-founder/EVP of CrisisRisk Strategies, LLC and former CAO/General Counsel of a public company.
- Ms. Loughlin previously served as a director of Rhinebeck Bank (the subsidiary) since 2011 and as a director of the parent company from 2019 to December 17, 2025.
Rhinebeck Bancorp, Inc. announced the termination of its Rhinebeck Bank Executive Long-Term Incentive and Retention Plan on May 19, 2026. The plan was a non-qualified deferred compensation arrangement involving two named executive officers.
🚩 Red Flags
- Termination of an executive incentive plan can sometimes precede broader management restructuring or departures, though not explicitly stated here.
📋 Key Facts
- The Board of Directors terminated the Rhinebeck Bank Executive Long-Term Incentive and Retention Plan on May 19, 2026.
- Participants' account balances fully vested upon termination.
- Jamie Bloom and Kevin Nihill were the only named executive officers participating in the Plan.
- In accordance with Section 409A, distributions are prohibited for at least 12 months and must be completed within 24 months of the termination date.
Rhinebeck Bancorp, Inc. has filed an 8-K to announce its second quarter 2026 financial results via a press release.
📋 Key Facts
- Filing date: July 23, 2026
- Reported event: Release of Q2 2026 financial results (Item 2.02)
- The information is 'furnished' rather than 'filed' under Section 18 of the Exchange Act.
- Exhibit 99.1 contains the full press release.
Rhinebeck Bancorp, Inc. announced the successful completion of its reorganization from a two-tier mutual holding company structure to a fully-public stock holding company via a 'second-step' conversion and related stock offering.
📋 Key Facts
- Completion of the 'second-step' conversion of Rhinebeck Bancorp, MHC.
- Reorganization of Rhinebeck Bank from a two-tier mutual holding company to a fully-public stock holding company structure.
- Closing of a related stock offering conducted by the Company as of July 21, 2026.
Rhinebeck Bancorp, Inc. announced the results of a subscription offering related to its mutual-to-stock conversion process. The company also provided an update on the expected closing date for this structural transition.
📋 Key Facts
- The filing pertains to the results of a subscription offering conducted in connection with a mutual-to-stock conversion.
- The entity involved is Rhinebeck Bancorp, MHC (the former mutual holding company) converting to Rhinebeck Bancorp, Inc. (the current stock holding company).
- The Company announced the expected closing date for the conversion and stock offering via press release dated July 17, 2026.
- The event involves the transition of Rhinebeck Bank from a mutual ownership structure to a publicly traded stock structure.
Rhinebeck Bancorp, Inc. announced that stockholders and depositors have approved a major Plan of Conversion and Reorganization. This transition will convert the company from a mutual holding company structure to a stock holding company structure.
🚩 Red Flags
- None identified in this filing.
📋 Key Facts
- Special Meeting held on June 29, 2026.
- Stockholders approved the Amended and Restated Plan of Conversion and Reorganization with 10,108,446 votes 'For' vs. 7,369 'Against'.
- Depositors also approved the conversion plan on June 29, 2026.
- The reorganization involves a merger of Rhinebeck Bancorp, MHC with and into the Company (Rhinebeck Bancorp, Inc.).
- The move transitions the entity from a mutual holding company to a stock holding company structure.
Rhinebeck Bancorp, Inc. has commenced a public stock offering of up to 8,912,500 shares of common stock at $10.00 per share. The offering is being conducted in connection with the proposed conversion of Rhinebeck Bancorp, MHC from a mutual holding company to a fully stock holding company structure.
📋 Key Facts
- Commenced a public offering of up to 8,912,500 shares of common stock.
- Shares are priced at $10.00 per share, representing a maximum potential offering size of $89.125 million.
- The transaction will convert Rhinebeck Bancorp, MHC from a mutual holding company to a fully stock holding company form of organization.
Rhinebeck Bancorp, Inc. reported the voting results of its Annual Meeting of Stockholders held on May 19, 2026. Stockholders elected four directors, ratified the appointment of Wolf & Company, P.C. as the independent registered public accounting firm for 2026, and approved executive compensation on an advisory basis.
📋 Key Facts
- The Annual Meeting of Stockholders was held on May 19, 2026.
- Four directors were elected: William C. Irwin (two-year term), Steven E. Howell (three-year term), Sharon A. McGinnis (three-year term), and Matthew J. Smith (three-year term).
- Wolf & Company, P.C. was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 10,412,954 votes For, 34,549 Against, and 2,670 Abstentions.
- Executive compensation was approved on an advisory basis with 9,545,385 votes For, 134,792 Against, and 10,119 Abstentions.
Rhinebeck Bancorp, Inc. has entered into an agency agreement with Keefe, Bruyette & Woods, Inc. (KBW) to facilitate a common stock offering as part of its conversion process. KBW will serve as the marketing and records agent, receiving various success-based fees upon completion of the offering.
🚩 Red Flags
- Significant transaction costs with syndicated fees reaching up to 6.0%.
- Complexity associated with the MHC (Mutual Holding Company) conversion process.
📋 Key Facts
- Agreement signed May 14, 2026, with KBW for marketing and records agent services.
- KBW success fees range from 1.0% for subscription offerings to 1.5% for community offerings.
- Syndicated community offering fees are capped at 6.0% of aggregate proceeds.
- A records agent fee of $45,000 was established, with $20,000 already paid.
- The offering is registered under Form S-1 (Registration No. 333-294283).
Rhinebeck Bancorp, Inc. announced its first quarter 2026 financial results on April 23, 2026. The results were furnished via a press release as part of a routine quarterly reporting cycle.
📋 Key Facts
- The filing was made on April 23, 2026, reporting on the first quarter financial results.
- The report was filed under Item 2.02 (Results of Operations and Financial Condition).
- A press release detailing the results was included as Exhibit 99.1.
- The information in the filing is 'furnished' and not 'filed' for purposes of Section 18 of the Securities Exchange Act of 1934.
Rhinebeck Bancorp, Inc. has announced a Plan of Conversion and Reorganization to transition from a two-tier mutual holding company structure to a fully public stock holding company via a 'second-step' conversion.
🚩 Red Flags
- Complexity of reorganization: The transition from mutual to public structure involves significant regulatory hurdles and potential dilution for existing shareholders depending on the final subscription pricing.
📋 Key Facts
- The MHC (parent mutual holding company) currently owns approximately 57% of the Company’s outstanding shares.
- Upon completion, the MHC will cease to exist and its ownership interest will be offered in a subscription offering and potentially other offerings (community/syndicated/underwritten).
- Existing non-MHC shareholders will exchange current shares for new shares based on an exchange ratio designed to preserve percentage ownership interests.
- The eligibility record date for first priority non-transferable subscription rights is set as December 31, 2024.
- The number and price of shares in the offering will be determined by a pro forma market value based on an independent appraisal.
- The plan requires regulatory approval, depositor approval (Rhinebeck Bank), and stockholder approval.
Rhinebeck Bancorp, Inc. has filed an 8-K to announce its financial results for the fourth quarter and full year of 2025. The filing serves as a formal announcement of the company's earnings release.
📋 Key Facts
- The filing was made on January 29, 2026.
- The report covers the 2025 fourth quarter and full year-end financial results.
- Financial results were announced via a press release attached as Exhibit 99.1.
Rhinebeck Bancorp, Inc. has filed an 8-K to announce its third quarter 2025 financial results via a press release.
📋 Key Facts
- The filing was made on October 28, 2025.
- The company issued a press release regarding 2025 third quarter financial results (Exhibit 99.1).
- Information is furnished under Item 2.02 and not filed for purposes of Section 18.
Suzane Loughlin has resigned from the Board of Trustees of Rhinebeck Bancorp, MHC and the Board of Directors of Rhinebeck Bancorp, Inc., effective December 17, 2025. The company is also reducing its board size to eliminate the vacancy created by her retirement.
🚩 Red Flags
- None identified; filing explicitly states there were no disagreements with the director regarding her resignation.
📋 Key Facts
- Suzane Loughlin resigned from the Board of Trustees (MHC) and Board of Directors (Company) on October 18, 2025.
- Effective date of resignation is December 17, 2025.
- Ms. Loughlin will continue to serve as a member of the Board of Directors of Rhinebeck Bank.
- The MHC and Company will reduce their board size to eliminate the vacancy caused by this retirement.
Rhinebeck Bancorp, Inc. announced the appointment of Matthew J. Smith as President and CEO, effective October 20, 2025. This transition follows the previously announced retirement of current CEO Michael J. Quinn, who will serve as an Interim Executive Advisor through year-end 2025.
🚩 Red Flags
- Succession transition involves an interim advisory period for the outgoing CEO, which can occasionally signal a non-standard or complex handover.
📋 Key Facts
- Matthew J. Smith appointed President and CEO, effective October 20, 2025.
- Michael J. Quinn to retire as CEO on October 20, 2025; will serve as Interim Executive Advisor until December 31, 2025.
- Mr. Smith's annual base salary is set at $525,000 with a target STIP bonus of 25% to 50%.
- Employment agreement includes a 12-month severance package for qualifying terminations and enhanced benefits in the event of a change in control.
- Mr. Smith joins from Columbia Financial, Inc., following roles at Webster Bank and Sterling National Bank.
Rhinebeck Bancorp, Inc. has announced a new share repurchase plan to buy back up to 540,000 shares of common stock, representing approximately 5% of its outstanding shares.
📋 Key Facts
- The company plans to repurchase up to 540,000 shares of common stock.
- The proposed repurchase represents approximately 5% of the total outstanding common stock.
- Repurchases will commence after completing a previous plan from September 2022 (which has 47,506 shares remaining).
- Transactions may occur via open market, private transactions, or Rule 10b5-1 trading plans.
Rhinebeck Bancorp, Inc. has filed an 8-K to announce its second quarter 2025 financial results via a press release.
📋 Key Facts
- The filing was made on July 24, 2025.
- The company is reporting its Q2 2025 financial results and operations.
- Information was furnished pursuant to Item 2.02 of Form 8-K.
Rhinebeck Bancorp, Inc. reported the results of its Annual Meeting of Stockholders held on May 21, 2025. The meeting included the election of directors, approval of a new equity incentive plan, and ratification of the independent auditor.
📋 Key Facts
- Stockholders approved the Rhinebeck Bancorp, Inc. 2025 Equity Incentive Plan with 9,348,025 votes in favor.
- Three directors (Freddimir Garcia, Suzanne Rhulen Loughlin, and Donald E. Beeler, Jr.) were elected to three-year terms.
- Wolf & Company, P.C. was ratified as the independent registered public accounting firm for fiscal year 2025.
- Shareholders approved executive compensation on an advisory (non-binding) basis.
Rhinebeck Bancorp, Inc. has filed an 8-K to announce its first quarter 2025 financial results via a press release.
📋 Key Facts
- The filing was made on April 24, 2025.
- The company is reporting its Q1 2025 financial results.
- Financial results were furnished as an exhibit (99.1) rather than filed.
Rhinebeck Bancorp, Inc. announced the appointment of two new directors to its Board: Sharon McGinnis and Nancy K. Patzwahl, effective April 15, 2025.
📋 Key Facts
- Sharon McGinnis appointed to the Board of Directors, Compensation Committee, and Governance and Nominating Committee.
- Nancy K. Patzwahl appointed to the Board of Directors and Audit Committee.
- Ms. McGinnis brings extensive HR leadership experience, currently serving as CHRO at Central Hudson Gas and Electric Corporation.
- Ms. Patzwahl is a CPA and principal at UHY Advisors Northeast, Inc., with prior experience at KPMG Peat Marwick.
- Both appointments are effective April 15, 2025.
Michael J. Quinn has announced his intention to retire from his roles as CEO, President, and Director of Rhinebeck Bancorp, Inc., Rhinebeck Bank, and Rhinebeck Bancorp, MHC. He will remain in his leadership positions through December 31, 2025, or until a successor is appointed to ensure an orderly transition.
🚩 Red Flags
- Succession risk: The departure of a long-tenured CEO (40 years) creates significant leadership transition risk for a micro-cap financial institution.
- Potential for management instability during the search for a successor.
📋 Key Facts
- Michael J. Quinn intends to retire after 40 years of service.
- Retirement includes roles as CEO and President of the Company, Bank, and MHC, as well as Director/Trustee positions.
- The retirement is not related to any disagreement with the company's operations or policies.
- A Search Committee has been formed by the Board of Directors to find a successor.
- Quinn will remain in his current roles until December 31, 2025, or earlier if a successor is found.
- The separation agreement includes base salary through year-end, 2025 bonus eligibility, and COBRA premium coverage until age 65 or Medicare eligibility.
Rhinebeck Bancorp, Inc. filed an 8-K to announce its fourth quarter and full-year 2024 financial results via a press release.
📋 Key Facts
- Filing date: January 30, 2025
- Reported period: Q4 and Full Year 2024
- The information was 'furnished' rather than 'filed' under Item 2.02
- Financial results were released via press release (Exhibit 99.1)
Rhinebeck Bancorp, Inc. announced a balance sheet repositioning regarding its investment securities portfolio via an 8-K filing on December 26, 2024.
📋 Key Facts
- The company issued a press release announcing a recent balance sheet repositioning related to its investment securities portfolio.
- The announcement was made on December 26, 2024.
- Information is being 'furnished' under Item 2.02 rather than 'filed'.
Rhinebeck Bancorp, Inc. filed an 8-K to announce its third quarter 2024 financial results via a press release. The filing is a routine disclosure of quarterly performance metrics.
📋 Key Facts
- The company issued a press release on October 24, 2024, regarding Q3 2024 financial results.
- Information was furnished under Item 2.02 and not filed for purposes of Section 18 of the Exchange Act.
- Exhibit 99.1 contains the full press release details.
Rhinebeck Bancorp, Inc. issued an 8-K to announce a balance sheet restructuring involving its investment securities portfolio. The filing serves as a formal notice of the strategic shift in asset allocation.
🚩 Red Flags
- Balance sheet restructuring in investment securities can sometimes indicate a need to realize losses on held-to-maturity (HTM) or available-for-sale (AFS) securities due to interest rate pressures.
📋 Key Facts
- Date of report: September 27, 2024
- The company is performing a 'balance sheet restructuring' specifically related to its investment securities portfolio.
- The filing includes an attached press release (Exhibit 99.1) detailing the specifics of the restructuring.
Rhinebeck Bancorp, Inc. announced that the Board of Directors will not renew the employment agreements for its President/CEO Michael J. Quinn and COO Jamie J. Bloom. The non-renewals are effective at the expiration of their current terms on December 31, 2026.
🚩 Red Flags
- Succession risk: The departure of both the CEO and COO represents a significant leadership transition for a micro-cap financial institution.
- Long-term uncertainty: While the departures are not immediate, the decision to non-renew creates a multi-year period of management instability/transition.
📋 Key Facts
- Michael J. Quinn (President and CEO) will not have his employment agreement renewed.
- Jamie J. Bloom (EVP, COO & Chief Banking Officer) will not have her employment agreement renewed.
- The current agreements for both executives expire on December 31, 2026.
- The company stated the decision is due to a 'broader change in corporate philosophy' regarding contract terms and does not reflect performance issues.
Rhinebeck Bancorp, Inc. has filed an 8-K to announce its second quarter 2024 financial results via a press release. This is a routine earnings announcement filing.
📋 Key Facts
- Company announced Q2 2024 financial results on July 25, 2024.
- The filing includes Exhibit 99.1 containing the full press release.
- Information was 'furnished' rather than 'filed' under Section 18 of the Exchange Act.
Rhinebeck Bancorp, Inc. announced the appointment of Kevin Nihill, CFA, as the new Chief Financial Officer and Treasurer, effective July 8, 2024. He succeeds Michael J. McDermott, who retired in May 2024.
🚩 Red Flags
- Succession follows a retirement (Michael J. McDermott), which is standard but marks a transition in financial leadership.
📋 Key Facts
- Kevin Nihill appointed CFO and Treasurer effective July 8, 2024.
- Nihill succeeds Michael J. McDermott (retired May 31, 2024) and Philip Lekanides (Interim).
- Nihill's compensation includes a $360,000 base salary and a $100,000 one-time bonus payable March 15, 2025.
- Appointment includes an award of 15,000 restricted stock awards subject to vesting.
- A change in control agreement was established with an initial term through December 31, 2025.
- Nihill previously served as EVP and CFO at St. Mary's Bank.
Rhinebeck Bancorp, Inc. held its Annual Meeting of Stockholders on May 21, 2024. The filing reports the election of three new directors and the ratification of the company's independent auditor.
📋 Key Facts
- Annual Meeting of Stockholders held on May 21, 2024.
- Frederick L. Battenfeld elected to the Board for a one-year term (8,861,230 votes in favor).
- Christopher W. Chestney and Shannon Martin LaFrance elected to the Board for three-year terms.
- Wolf & Company, P.C. ratified as the independent registered public accounting firm for fiscal year ending December 31, 2024.
Rhinebeck Bancorp, Inc. filed an 8-K to announce its financial results for the first quarter of 2024. The filing serves as a formal vehicle to furnish the quarterly earnings press release to the SEC.
📋 Key Facts
- Report date: April 25, 2024
- Subject matter: Announcement of 2024 first quarter financial results
- The information is 'furnished' rather than 'filed' under Section 18 of the Exchange Act
- Exhibit 99.1 contains the full press release detailing the earnings
Rhinebeck Bancorp, Inc. announced the retirement of CFO Michael J. McDermott and the appointment of Phillip Lekanides as Interim Principal Financial and Accounting Officer.
🚩 Red Flags
- Departure of a key executive (CFO) creates short-term transitional risk and potential gap in financial leadership until a permanent replacement is found.
📋 Key Facts
- CFO Michael J. McDermott will retire effective May 31, 2024.
- Phillip Lekanides (current VP and Controller) named Interim Principal Financial and Accounting Officer effective June 1, 2024.
- Lekanides will receive a temporary stipend of $4,500 per month for the interim role.
- The announcement follows an initial notification on January 31, 2024.
Rhinebeck Bancorp, Inc. announced the upcoming retirement of its Chief Financial Officer, Michael J. McDermott, effective May 31, 2024. The departure is a planned retirement and not due to any disagreements with the company.
🚩 Red Flags
- Long-tenured executive departure (23 years) can create institutional knowledge gaps, though the transition period is long.
📋 Key Facts
- Michael J. McDermott will retire as CFO on May 31, 2024.
- Mr. McDermott has served as CFO since 2001 (approximately 23 years of service).
- The retirement is not related to any disagreements regarding company operations, policies, or practices.
Rhinebeck Bancorp, Inc. filed an 8-K to announce its fourth quarter and full-year 2023 financial results via a press release.
📋 Key Facts
- Report date: January 25, 2024
- The filing pertains to the announcement of Q4 and year-end 2023 financial results.
- Information was furnished under Item 2.02 rather than filed for purposes of Section 18.