AUBURN NATIONAL BANCORPORATION, INC 10-K

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES The Company’s Common Stock is listed on the Nasdaq Global Market, under the symbol “AUBN”. As of March 13, 2024, there were approximately 3,493,674 shares of the Company’s Common Stock issued and outstanding, which were held by approximately 343 shareholders of record. The following table sets forth, for the indicated periods, the high and low closing sale prices for the Company’s Common Stock as reported on the Nasdaq Global Market, and the cash dividends declared to shareholders during the indicated periods. Closing Cash Price Dividends Per Share (1) Declared High Low 2023 First Quarter $ 24.50 $ 22.55 $ 0.27 Second Quarter 24.32 18.80 0.27 Third Quarter 22.80 20.85 0.27 Fourth Quarter 21.99 19.72 0.27 2022 First Quarter $ 34.49 $ 31.75 $ 0.265 Second Quarter 33.57 27.04 0.265 Third Quarter 29.02 23.02 0.265 Fourth Quarter 24.71 22.07 0.265 (1) The price information represents actual transactions. The Company has paid cash dividends on its capital stock since 1985. Prior to this time, the Bank paid cash dividends since its organization in 1907, except during the Depression years of 1932 and 1933. Holders of Common Stock are entitled to receive such dividends when, as and if may be declared by the Company’s Board of Directors. The amount and frequency of cash dividends is determined in the judgment of the Board based upon a number of factors, including the Company’s earnings, financial condition, liquidity, capital and regulatory requirements and other relevant factors and the availability of dividend payable by the Bank consistent with amounts available therefore, including the Bank’s earnings, financial condition, liquidity, regulatory and capital requirements and other relevant factors. The Board currently intends to continue its present dividend policies. Table of Contents 52 The amount of dividends payable by the Bank is limited by law and regulation. The Company relies upon dividends from the Bank to pay Company expenses and to pay dividends on Company common stock. The need to maintain adequate capital and liquidity in the Bank also limits the dividends that may be paid to the Company. The Bank and the Company can only pay dividends, repurchase stock and pay discretionary bonuses, if our capital conservation buffer exceeds 2.5% and from our eligible retained income over the last four calendar quarters. Eligible retained income equals the greater of: ● net income for the four preceding calendar quarters, net of any distributions and associated tax effects not already reflected in net income; or ● the average net income over the preceding four quarters. Federal Reserve policy could restrict future dividends on our Common Stock, depending on our earnings and capital position, risks and likely needs. See “Supervision and Regulation – Payment of Dividends” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Capital Adequacy” and “Risk Factors - Our ability to continue to pay dividends to shareholders and repurchase stock in the future is subject to our profitability, capital, liquidity and regulatory requirements and these limitations may prevent or limit future dividends.” Table of Contents 53 Performance Graph The following performance graph compares the cumulative, total return on the Company’s Common Stock from December 31, 2018 to December 31, 2023, with that of the Nasdaq Composite Index and S&P U.S. BMI Banks – Southeast Region Index (assuming a $100 investment on December 31, 2018). Cumulative total return represents the change in stock price and the amount of dividends received over the indicated period, assuming the reinvestment of dividends. Period Ending Index 12/31/2018 12/31/2019 12/30/2020 12/30/2021 12/31/2022 12/31/2023 Auburn National Bancorporation, Inc. 100.00 171.98 138.22 110.10 81.48 79.19 NASDAQ Composite Index 100.00 136.69 198.10 242.03 163.28 236.17 S&P U.S. BMI Banks - Southeast Region Index 100.00 140.94 126.37 180.49 146.81 151.44 Table of Contents 54 Issuer Purchases of Equity Securities Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs The Approximate Dollar Value of Shares that May Yet Be Under the Plans or Programs October 1 – October 31, 2023 –– –– –– 4,386,264 November 1 – November 30, 2023 –– –– –– 4,386,264 December 1 – December 31, 2023 –– –– –– 4,386,264 Total –– –– –– 4,386,264 On April 12, 2022, the Board of Directors of Auburn National Bancorporation, Inc. (the "Company") announced that its Board of Directors had approved a new stock repurchase program to replace the repurchase program that expired on March 31, 2022. The new program authorized the repurchase, from time to time, of up to $5 million of the Company’s issued and outstanding common stock through the earliest of (i) the expenditure of $5 million on Share repurchases, (ii) the termination or replacement of the Repurchase Plan and (iii) April 15, 2024. The stock repurchases may be open-market or private purchases, negotiated transactions, block purchases, and otherwise. Securities Authorized for Issuance Under Equity Compensation Plans See the information included under Part III, Item 12, which is incorporated in response to this item by reference. Unregistered Sale of Equity Securities Not applicable. ITEM 6. SELECTED FINANCIAL DATA See Table 2 “Selected Financial Data” and general discussion in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.