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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: October 6, 2025
AUBURN NATIONAL BANCORPORATION, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 0-26486 | 63-0885779 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
100 North Gay Street, P.O. Drawer 3110, Auburn, Alabama 36831-3110
(Addresses of Principal Executive Offices, including Zip Code)
(334) 821-9200
(Registrant’s Telephone Number, including Area Code)
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:
| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange |
||
| Common Stock, par value $0.01 | AUBN | Nasdaq Global Market |
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. |
(d) Election of New Directors
The Board of Directors (the “Board”) of Auburn National Bancorporation, Inc. (the “Company”) and AuburnBank (the “Bank”), upon the recommendation of its Nominating and Corporate Governance Committee, elected Walton T. Conn, Jr. on October 6, 2025, to serve as director for the Company and the Bank for a term ending on the Company’s 2026 Annual Meeting of Shareholders to be held May 12, 2026, and until his successors are elected and qualified. The Board of Directors has determined that Mr. Conn is an independent director for purposes of the Nasdaq corporate governance rules.
On October 6, 2025, the Company issued a press release announcing Mr. Conn’s appointment to the Boards of both the Company and the Bank, which is included as Exhibit 99.1.
| Item 9.01. | Financial Statements, Pro Forma Financial Information and Exhibits. |
| (d) | Exhibits. The following exhibit is furnished herewith: |
| Exhibit No. |
Exhibit Description |
|
| 99.1 | Press Release, dated October 6, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
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.
| AUBURN NATIONAL BANCORPORATION, INC. | ||||||
| (Registrant) | ||||||
| /s/ David A. Hedges |
||||||
| David A. Hedges | ||||||
| Date: October 6, 2025 | President and CEO | |||||
Exhibit 99.1
|
For additional information, contact: David A. Hedges President and CEO (334) 821-9200 |
Press Release – October 6, 2025
Auburn National Bancorporation, Inc. Elects New Director
AUBURN, Alabama –Auburn National Bancorporation, Inc. (the “Company”) (Nasdaq: AUBN), the parent company of AuburnBank (the “Bank”), announced that Walt Conn was elected today to the Board of Directors for both the Company and the Bank.
“We are honored to have Mr. Conn join our team of directors,” said Robert W. Dumas, Chairman of the Company and the Bank. “His extensive experience in public accounting and risk management along with the relationships he has developed in the community and with Auburn University will bring valuable insight and knowledge to the board,” stated Mr. Dumas.
Mr. Conn, 63, was Global Chief Operating Officer – Quality, Risk & Regulatory for KPMG International from 2015 until his retirement in 2023. Prior to this, he served as Global Head of Audit Methodology and Implementation (2008 – 2015) and various other roles during his 38 years with KPMG and its predecessors. He also represented KPMG on the PCAOB’s Standing Advisory Group (2012-2015) and the Auditing Standards Board (2006-2009).
Mr. Conn holds a bachelor’s degree in accounting from Auburn University and serves on the board of directors for the Arnold & Winnie Palmer Foundation. He has previously served as director for the Auburn University Foundation, the Auburn Alumni Association, and as an advisory council member for Auburn University’s Harbert College of Business and School of Accountancy.
About Auburn National Bancorporation, Inc.
Auburn National Bancorporation, Inc. (the “Company”) is the parent company of AuburnBank (the “Bank”), with total assets of approximately $1.0 billion. The Bank is an Alabama state-chartered bank that is a member of the Federal Reserve System, which has operated continuously since 1907. Both the Company and the Bank are headquartered in Auburn, Alabama. The Bank conducts its business in East Alabama, including Lee County and surrounding areas. The Bank operates seven full-service branches in Auburn, Opelika, Valley, and Notasulga, Alabama. The Bank also operates a loan production office in Phenix City, Alabama. Additional information about the Company and the Bank may be found by visiting www.auburnbank.com.