Auburn National (AUBN) awards 4,475 restricted stock units to three top executives

Rhea-AI Filing Summary

Auburn National Bancorporation, Inc. disclosed that its Compensation Committee granted a total of 4,475 restricted stock units (RSUs) to its three named executive officers under the 2024 Equity and Incentive Compensation Plan. CEO David A. Hedges received 2,078 RSUs, W. James Walker IV received 1,207 RSUs, and Robert L. Smith received 1,190 RSUs.

The RSUs vest in three annual installments: 33% on June 5, 2027, 33% on June 5, 2028, and 34% on June 5, 2029, subject to continued employment and other conditions in the award agreement. Each RSU converts into one share of common stock upon vesting and carries dividend equivalents, which are additional RSUs credited based on cash dividends and the share price on the dividend payment date.

The agreement includes restrictive covenants, limits transfers of RSUs, and is subject to the company’s insider trading policy. Unvested RSUs and related dividend equivalents generally forfeit upon termination of employment, and the company may recover shares or value received if employment is terminated for cause.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Total RSUs granted: 4,475 RSUs RSUs to CEO David A. Hedges: 2,078 RSUs RSUs to W. James Walker IV: 1,207 RSUs +4 more

7 metrics

Total RSUs granted 4,475 RSUs Granted to three named executive officers on June 5, 2026

RSUs to CEO David A. Hedges 2,078 RSUs Award under 2024 Equity and Incentive Compensation Plan

RSUs to W. James Walker IV 1,207 RSUs Executive award on June 5, 2026

RSUs to Robert L. Smith 1,190 RSUs Executive award on June 5, 2026

First vesting tranche 33% of award Vests on June 5, 2027

Second vesting tranche 33% of award Vests on June 5, 2028

Final vesting tranche 34% of award Vests on June 5, 2029

Key Terms

Restricted Stock Units, Dividend Equivalents, Termination of Employment for Cause, restrictive covenants, +2 more

6 terms

Restricted Stock Units financial

"adopted and approved grants of Restricted Stock Units (“RSUs”) pursuant to the Company’s 2024 Equity and Incentive Compensation Plan"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Dividend Equivalents financial

"The Award Agreement provides the RSU holders with “Dividend Equivalents.” Dividend Equivalents are additional RSUs issued upon the Company’s payment of a dividend"

Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.

Termination of Employment for Cause regulatory

"Upon the Company’s Termination of Employment for Cause, the Compensation Committee may demand the return of all Shares, cash and other property"

restrictive covenants regulatory

"The Award Agreement contains several restrictive covenants applicable to the Recipient"

Restrictive covenants are contract terms that limit what a company, its executives, or shareholders can do—like rules that prohibit selling stock, starting a rival business, or taking on certain debts. Think of them as house rules that protect one party’s interests by keeping risky or competitive actions off the table. For investors they matter because these limits affect a company’s flexibility, governance, potential future value and the ease of exiting an investment.

Insider Trading Policy regulatory

"The Award Agreement is subject to the Company’s Insider Trading Policy, which prohibits speculative transactions in Company securities"

A written set of rules that tells employees, executives and board members what information they may not use to buy or sell a company's stock and when trading is allowed. Think of it as a playbook or house rules that prevent people with secret knowledge from getting an unfair advantage; it matters to investors because it helps protect fair markets, preserves trust in management, and reduces the risk of legal penalties that can hurt a company’s value.

Derivative Securities financial

"including any instruments or strategies, including Derivative Securities, to increase the value or reduce of the risks of any Award"

Financial contracts whose value is tied to the price or performance of another asset, such as a stock, bond, commodity, index, or currency; examples include options, futures and swaps. They matter to investors because they let you protect against price swings, bet on future moves or gain larger exposure with less upfront cash—like using a lever or insurance policy on an investment—so they can amplify gains and losses and help manage portfolio risk.

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Understanding 8-K Material Events →

AUBURN NATIONAL BANCORPORATION, INC false 0000750574 0000750574 2026-06-05 2026-06-05

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: June 5, 2026

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 Symbol(s)		Name of each exchange on which registered
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(e). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Awards of Restricted Stock Units

On June 5, 2026, the Compensation Committee (the “Committee”) of the Board of Directors of Auburn National Bancorporation, Inc. (together with its subsidiaries, the “Company”) adopted and approved grants of Restricted Stock Units (“RSUs”) pursuant to the Company’s 2024 Equity and Incentive Compensation Plan (the “Plan”) and a Notice of Discretionary Equity Award Agreement and related Terms and Conditions (together, the “RSU Award Agreement”). As part of its June 5 actions, the Committee awarded 4,475 RSUs to the Company’s three named executive officers (the “Named Executive Officers”), as shown below. Upon vesting, each RSU represents the right to receive one share of Company common stock (par value $1.00 per share), and any Dividend Equivalents, subject to tax and other withholdings, for which the Recipient is responsible.

The Company’s Named Executive Officers were awarded the following respective RSUs:

Employee		Restricted Stock Units
David A. Hedges		2,078
W. James Walker, IV		1,207
Robert L. Smith		1,190

Terms and Conditions of RSUs

The following briefly describes the terms and conditions of the RSU Award Agreement. It is a summary only and is qualified in its entirety by reference to the RSU Award Agreement and the Plan. The form of the Award Agreement was filed as an exhibit to the Company’s Current Report on From 8-K dated July 30, 2025 and the Plan is filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on December 10, 2024. Capitalized terms used but not defined below have the same meanings as provided in the RSU Award Agreement or the Plan.

Each Award is evidenced by a RSU Award Agreement. RSUs do not represent an ownership interest in Company Common Stock or provide any rights as an owner of such Common Stock. RSUs do not assure a Recipient with continued employment or to further Awards under the Equity Plan.

All of the RSUs granted on June 5, 2026 vest annually over three years as follows subject to the Award Agreement’s terms and conditions, including continued employment with the Company on each Vesting Date and potential acceleration of vesting upon certain events specified in the Award Agreement:

Vesting Date		Percentage of Award Vested
June 5, 2027		33%
June 5, 2028		33%
June 5, 2029		34%

The Award Agreement provides the RSU holders with “Dividend Equivalents.” Dividend Equivalents are additional RSUs issued upon the Company’s payment of a dividend on Shares. The number of Dividend Equivalents issued on a dividend payment date equals the product of the number of RSUs held by a Recipient under the Award Agreement (including prior Dividend Equivalents still held) on such date multiplied by the dollar amount of the dividend paid per Share, divided by the closing price of a Share on Nasdaq on the dividend payment date. RSUs issued pursuant to the Dividend Equivalents vest on the same terms and conditions as the original RSUs.

The vesting of the RSUs and the Dividend Equivalents may be accelerated upon certain events, in the following amounts:

• 100% vesting on the Recipient’s death or Disability.

• Pro rata vesting to the Recipient’s date of Retirement where the Recipient has been employed for the number of years specified in the RSU Award Agreement.

• The “Pro Rata Amount” where the Company terminates the Recipient without “Cause.”

• Upon a Change in Control where the RSUs are not assumed by the Surviving Entity.

Except as provided above, upon a Recipient’s Termination of Employment, all RSUs and Dividend Equivalents not previously vested shall terminate. Upon the Company’s Termination of Employment for Cause, the Compensation Committee may demand the return of all Shares, cash and other property received in respect of RSUs or Dividend Equivalents that vested during the period of conduct that was Cause of Termination of Employment.

The Award Agreement contains several restrictive covenants applicable to the Recipient:

• Maintenance of the Company’s Confidential Information in accordance with the Company’s policies during employment and for two years thereafter, and the Recipient shall not disclose or use or permit third parties to use the Company’s Confidential Information or Trade Secrets, without the Company’s prior written consent.

• While the Recipient is employed by the Company, and for one year thereafter, the Recipient shall not solicit or recruit any Protected Employee to terminate employment with the Company or to enter into any employment, agency or other relationship with a third party with whom the Recipient is affiliated.

• While employed by the Company and for one year thereafter, the Recipient shall not solicit any Company Customer for Business Activities.

The Award Agreement prohibits the pledge, assignment or transfer of RSUs (including RSUs received as Dividend Equivalents). The Award Agreement is subject to the Company’s Insider Trading Policy, which prohibits speculative transactions in Company securities, including any instruments or strategies, including Derivative Securities, to increase the value or reduce of the risks of any Award.

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

President and CEO

Date: June 5, 2026

FAQ

What RSU awards did Auburn National Bancorporation (AUBN) grant to executives?

Auburn National Bancorporation granted 4,475 restricted stock units to its three named executive officers. CEO David A. Hedges received 2,078 RSUs, W. James Walker IV received 1,207, and Robert L. Smith received 1,190 under the 2024 Equity and Incentive Compensation Plan.

How do the AUBN executive RSUs vest over time?

The RSUs vest in three annual installments over three years. 33% vest on June 5, 2027, another 33% on June 5, 2028, and the remaining 34% on June 5, 2029, subject to continued employment and other award conditions.

What are dividend equivalents on Auburn National Bancorporation RSUs?

Dividend equivalents are additional RSUs credited when the company pays a dividend on its shares. The number equals RSUs held times the cash dividend per share, divided by the Nasdaq closing price on the dividend date, and they vest on the same schedule as the original RSUs.

What happens to unvested AUBN RSUs if an executive leaves the company?

If an executive’s employment terminates, unvested RSUs and related dividend equivalents generally are forfeited. In a termination for cause, the Compensation Committee may require returning shares, cash, or other property received from RSUs that vested during the period of the conduct leading to termination.

Are Auburn National Bancorporation RSUs transferable or pledgable by executives?

The award agreement prohibits pledging, assigning, or transferring RSUs, including those received as dividend equivalents. The awards are also subject to Auburn National Bancorporation’s insider trading policy, which restricts speculative transactions and certain derivative strategies involving company securities.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB