What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-03-11 compared with 2024-03-14 · 148 added, 109 removed, 96 unchanged (73% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) under the Securities Exchange Act of 1934 (the “Exchange

Act”), the Company’s

management, under the supervision and with the participation of its principal executive

and principal financial officer,

conducted an evaluation as of the end of the period covered by this report, of the effectiveness

of the Company’s disclosure

controls and procedures as defined in Rule 13a-15(e) under the Exchange

As required by Rule 13a-15(b) under the Securities Exchange Act of 1934

(the “Exchange Act”), the Company’s

management, under the supervision and with the participation of its principal

executive and principal financial officer,

conducted an evaluation as of the end of the period covered by this report,

of the effectiveness of the Company’s

controls and procedures as defined in Rule 13a-15(e) under

the Exchange Act.

Based on that evaluation, and the results of

2 unchanged sentences

concluded that the Company’s

disclosure controls and procedures were effective to ensure that information

required to be disclosed in the Company’s

reports under the Exchange Act is recorded, processed, summarized and reported

within the time periods specified in the

SEC’s rules and regulations, and that such information

is accumulated and communicated to the Company’s

disclosure controls and procedures were effective to ensure

that information required to be disclosed in the Company’s

reports under the Exchange Act is recorded, processed, summarized

and reported within the time periods specified in the

SEC’s rules and regulations,

and that such information is accumulated and communicated to the Company’s

including the Chief Executive Officer and the Chief Financial Officer,

2 unchanged sentences

Over Financial Reporting

The Company’s management

is responsible for establishing and maintaining adequate internal control over

The Company’s management is responsible

for establishing and maintaining adequate internal control over financial

The Company’s internal

control system was designed to provide reasonable assurance to the Company’s

management and board of directors regarding the preparation and fair presentation of published

financial statements.

internal control systems, no matter how well designed, have inherent limitations.

management and board of directors regarding the preparation and fair

presentation of published financial statements.

internal control systems, no matter how well designed, have inherent

Therefore, even those systems determined

to be effective can provide only reasonable assurance

with respect to financial statement preparation and presentation.

Under the direction of the Company’s Chief Executive

Officer and Chief Financial Officer,

to be effective can provide only reasonable assurance with respect to

financial statement preparation and presentation.

Under the direction of the Company’s

Chief Executive Officer and Chief Financial Officer,

management has assessed the

effectiveness of the Company’s

internal control over financial reporting as of December 31, 2023 in accordance

criteria set forth by the Committee of Sponsoring Organizations of the Treadway

Commission (“COSO”) in Internal

internal control over financial reporting as of December 31, 2024 in

accordance with the

criteria set forth by the Committee of Sponsoring Organizations

of the Treadway Commission (“COSO”) in Internal

Control – Integrated Framework (2013).

4 unchanged sentences

independent registered public accounting firm

regarding internal control over financial reporting because it is a smaller reporting company.

regarding internal control over financial reporting because it is a smaller reporting

Changes in Internal Control Over Financial Reporting

During the period covered by this report, there has not been any change in the Company’s

internal controls over financial

reporting that has materially affected, or is reasonably likely to

materially affect, the Company’s

During the period covered by this report, there has not been any change

in the Company’s internal controls over

reporting that has materially affected, or is reasonably likely to materially

affect, the Company’s

internal controls over

1 unchanged sentence

OTHER INFORMATION

DISCLOSURE REGARDING FORGEIN JURISDICTIONS THAT

Trading Plans.

Insider Trading Policy.

The Company maintains an Insider Trading

Policy that was reviewed, amended and approved most

recently on February 5, 2025.

This Policy applies to employees and officers of the Company and

its subsidiaries

(collectively, the

“Company”), (2) members of the boards of directors of the Company,

the Bank and subsidiaries (the

“Board”), advisory directors and Board observers, and (3) consultants

or independent contractors whose business

relationship with the Company provides access to Material Nonpublic

Information regarding the Company,

and certain of

their family members.

It also includes a Policy on Company Trading in its Securities to promote

compliance with Nasdaq

listing standards and any insider trading laws, which are applicable to the Company.

A complete copy of the Insider

Trading Policy is filed as Exhibit 19.1 to this Annual

Report on Form 10-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT

PREVENT INSPECTION

DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information required by this item is set forth under the headings “Proposal

Information required by this item is set forth under the headings “Proposal One:

Election of Directors - Information about

Nominees for Directors,” and “Executive Officers,” “Additional

Information Concerning the Company’s

Nominees for Directors,” and “Executive Officers,”

“Additional Information Concerning the Company’s

Directors and Committees,” “Executive Compensation,” “Audit Committee

Report” and “Compliance with Section 16(a) of

the Securities Exchange Act of 1934” in the Proxy Statement, and is incorporated herein by reference.

The Board of Directors has adopted a Code of Conduct and Ethics applicable to the Company’s

directors, officers and

employees, including the Company’s principal executive

officer, principal

the Securities Exchange Act of 1934” in our Proxy Statement, and

is incorporated herein by reference.

The Board of Directors has adopted a Code of Conduct and Ethics applicable

to the Company’s directors, officers

employees, including the Company’s

principal executive officer, principal

financial and principal accounting officer,

controller and other senior financial officers.

The Code of Conduct and Ethics,

as well as the charters for the Audit

Committee, Compensation Committee, and the Nominating and

Corporate Governance Committee, can be found by

hovering over the heading “About Us” on the Company’s

controller and other senior financial officers performing

similar functions.

The Code of Conduct and Ethics, as well as the

charters for the Audit Committee, Compensation Committee, and the Nominating

and Corporate Governance Committee,

can be found by hovering over the heading “About Us” on the Company’s

www.auburnbank.com

, and then clicking on “Investor

Relations”, and then clicking on “Governance Documents”.

In addition, this information is available in print to any

shareholder who requests it.

clicking on “Investor Relations”, and then clicking on “Governance

In addition, this information is available

in print to any shareholder who requests it.

Written requests

for a copy of the Company’s Code of Conduct and Ethics

Committee, Compensation Committee, or Nominating and Corporate

Governance Committee Charters may be sent to

Auburn National Bancorporation, Inc., 100 N.

Gay Street, Auburn, Alabama 36830,

Marla Kickliter, Senior Vice

President of Compliance and Internal Audit.

Requests may also be

made via telephone by contacting Marla Kickliter,

Senior Vice President of Compliance

and Internal Audit, or Laura Carrington, Vice

President of Human Resources, at

(334) 821-9200.

for a copy of the Company’s Code

of Conduct and Ethics or

the Audit Committee, Compensation Committee, or Nominating and

Corporate Governance Committee Charters may be

sent to Auburn National Bancorporation, Inc., 100 N.

Gay Street, Auburn,

Alabama 36830, Attention:

Marla Kickliter,

Senior Vice President of

Compliance and Internal Audit.

Requests may also be made via telephone by

contacting Marla

Kickliter, Senior Vice

President of Compliance and Internal Audit, or Laura Carrington,

Vice President of Human

Resources, at (334) 821-9200.

EXECUTIVE COMPENSATION

Information required by this item is set forth under the headings “Additional Information

Concerning the Company’s Board

of Directors and Committees – Board Compensation,” and “Executive Officers”

in the Proxy Statement, and is incorporated

herein by reference.

Information required by this item is set forth under the headings “Corporate

Governance,” “Executive Officers” and

“Executive Compensation”

in the Proxy Statement, and is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN

3 unchanged sentences

Election of Directors - Information about

Nominees for Directors and Executive Officers” and “Stock

Ownership by Certain Persons” in the Proxy Statement, and is

incorporated herein by reference.

Nominees for Directors and Executive Officers,”

“Equity Compensation Plan Information” and “Stock Ownership by

Certain Persons” in the Proxy Statement, and is incorporated herein

by reference.

RELATIONSHIPS

TRANSACTIONS AND DIRECTOR INDEPENDENCE

Information required by this item is set forth under the headings “Additional Information

Concerning the Company’s Board

of Directors and Committees – Committees of the Board of Directors –

Independent Directors Committee” and “Certain

Transactions and Business Relationships” in the Proxy Statement,

and is incorporated herein by reference.

PRINCIPAL ACCOUNTING FEES

Information required by this item is set forth under the heading “Independent Public

Accountants” in the Proxy Statement,

and is incorporated herein by reference.

Information required by this item is set forth under the headings “Proposal

Election of Directors – Information about

Nominees for Directors and Executive Officers,” “Corporate

Governance” and “Certain Transactions and

Relationships” in the Proxy Statement, and is incorporated herein by reference.

PRINCIPAL ACCOUNTING

FEES AND SERVICES

Information required by this item is set forth under the heading Proposal 4:

“Ratification of Independent Public

Accountants” in our Proxy Statement, and is incorporated herein by reference.

EXHIBITS AND FINANCIAL STATEMENT

List of all Financial Statements

The following consolidated financial statements and report of independent registered

public accounting firm of the

The following consolidated financial statements and report of independent

registered public accounting firm of the

Company are included in this Annual Report on Form 10-K:

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm (Elliott Davis, LLC, Greenville,

South Carolina, PCAOB

Consolidated Balance Sheets as of December 31, 2024 and 2023

Consolidated Statements of Earnings for the years ended December 31,

2023 and 2022

Consolidated Statements of Comprehensive Income for the years ended December

31, 2023 and 2022

Consolidated Statements of Stockholders’ Equity for the years ended December

31, 2023 and 2022

Consolidated Statements

of Earnings for the years ended December 31, 2024 and 2023

Consolidated Statements of Comprehensive Income for the years ended

December 31, 2024 and 2023

Consolidated Statements of Stockholders’ Equity for the years ended

December 31, 2024 and 2023

Consolidated Statements of Cash Flows for the years ended December

31, 2024 and 2023

Notes to the Consolidated Financial Statements

5 unchanged sentences

Description of the Registrant’s Securities

Insider Trading Policy

Subsidiaries of Registrant

Consent of Independent Registered Public Accounting Firm

Certification signed by the Chief Executive Officer pursuant to SEC Rule 13a-14(a).

3 unchanged sentences

Act of 2002 by David A.

Hedges, President and Chief Executive Officer *

Hedges, President and Chief Executive Offi cer *

Certification Pursuant to 18 U.S.C.

2 unchanged sentences

James Walker, IV, Senior Vice President and Chief Financial Officer.*

Policy Relating to Recovery of Erroneously Awarded Compensation (included by reference from Registrant's

Form 10-K/A dated April 12, 2024 (File No.

Inline XBRL Instance Document