STOCK TITAN

AUBN Insider Filing: Estate and Trust Share Movements Reported

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Anne M. May, a director of Auburn National Bancorporation, Inc. (AUBN), reported multiple non-derivative stock transactions dated 09/11/2025. The filing shows acquisitions of 222,275, 5,667, and 15,960 shares of common stock, and a reported disposal of 33,311 shares. Following the reported transactions, certain holdings are shown as indirect and described as held in trustee capacities for family trusts. The filing includes a note that 11,672 shares are subject to a durable Power of Attorney granted by Edward L. Spencer, III and that the Reporting Person disclaims beneficial ownership of those shares. The transactions are disclosed as transfers from estates and pour-over trust distributions and are stated to be exempt from Section 16(b) under Commission Rule 16b-5.

Positive

  • Large share transfers are fully disclosed with trustee and estate context, supporting transparency
  • Transactions are identified as exempt from Section 16(b) under Commission Rule 16b-5 due to inheritance/pour-over distributions

Negative

  • No prices reported for the share transactions, limiting assessment of economic value
  • Reporting Person disclaims beneficial ownership of 11,672 shares held under a Power of Attorney, creating complexity around actual control

Insights

TL;DR: Trustee-driven transfers and inheritance-related movements, disclosed and claimed exempt from short-swing liability.

The Form 4 documents multiple large share movements executed in trustee and fiduciary capacities, including acquisitions totaling substantial share counts and a disposal of 33,311 shares. The filing explicitly states these transfers arise from estate settlements and pour-over distributions, invoking the Rule 16b-5 exemption. The Reporting Person also disclaims beneficial ownership of shares held under a Power of Attorney. From a governance standpoint, the disclosure is appropriate for trustee transactions, but it highlights concentrated family-related ownership structures that investors may monitor for potential control implications.

TL;DR: Significant share movements recorded, but described as inheritance/trust transfers and thus not routine insider purchases.

The reported acquisitions of 222,275, 5,667, and 15,960 shares and the 33,311-share disposal represent material share-level changes by count. However, the filing clearly ties these to estate settlement and trustee distributions and cites the applicable exemption from Section 16(b) short-swing profit rules. The Reporting Person’s disclaimer concerning 11,672 shares under a Power of Attorney further clarifies beneficial ownership limits. For valuation impact, the filing provides transaction counts but does not include prices, limiting direct market-effect conclusions.

Insider MAY ANNE M
Role Director
Type Security Shares Price Value
Other common stock, par value $0.1 222,275 $0.00 --
Other common stock, par value $0.1 5,667 $0.00 --
Other common stock, par value $0.1 15,960 $0.00 --
holding common stock, par value $0.1 -- -- --
holding common stock, par value $0.1 -- -- --
Holdings After Transaction: common stock, par value $0.1 — 222,275 shares (Indirect, Held as Trustee of the Spencer Family Non-Exempt Trust FBO Edward L. Spencer, III); common stock, par value $0.1 — 33,311 shares (Direct)
Footnotes (1)
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SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
MAY ANNE M

(Last) (First) (Middle)
P. O. BOX 3110

(Street)
AUBURN AL 36831-3110

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AUBURN NATIONAL BANCORPORATION, INC [ AUBN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/11/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
common stock, par value $0.1 09/11/2025 J 222,275 A $0 222,275 I Held as Trustee of the Spencer Family Non-Exempt Trust FBO Edward L. Spencer, III
common stock, par value $0.1 09/11/2025 J 5,667 A $0 227,942 I Held as Trustee of the Spencer Family Non-Exempt Trust FBO of Edward L. Spencer, III
common stock, par value $0.1 09/11/2025 J 15,960 A $0 15,960 I Held as Trustee of the Spencer 2008 Exempt Trust FBO of Edward L. Spencer, III
common stock, par value $0.1 33,311 D
common stock, par value $0.1 11,672 I Held as to a Power of Attorney ("Power of Attorney") for Edwad L. Spencer, III. See Note 1
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
Remarks:
Note 1. Anne M. May (the "Reporting Person") was granted a durable Power of Attorney and related account authorizations (the "Power of Attorney") by Edward L. Spencer, III that were completed on May 15, 2024 with respect to 11,672 shares of Common Stock, including 1,320 shares held by the grantor indirectly as one-third member of Spencer LLC (the "Spencer LLC"). It shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of the Shares covered by such Power of Attorney, or any of the 2,640 shares held in the LLC beneficially owned by the 2 other members of the LLC. Anne M. May disclaims any beneficial ownership or pecuniary interest in the 11,672 Shares held pursuant to this Power of Attorney. Note 2 This filing is being made in connection with the settlement of the estates of, and the pour over distributions from the trusts established by the late Mr. Edward L. Spencer Jr. and his late wife, Mrs. Ruth P. Spencer (together with Edward L. Spencer, Jr., the "Parents"). These transactions are transfers of securities by will or the laws of descent and distribution (inheritances), which are exempt from Securities Exchange Act of 1934 ( the "Exchange Act") Section 16(b) by United States Securities and Exchange Commission ("Commission") Rule 16b-5. It shall not be deemed an admission that Anne M. May (the "Reporting Person") is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of (i) the Shares previously pursuant to a Power of Attorney described in Note 1 or (ii) as Trustee of the Receiving Trusts (as defined below). Any fractional Shares have been rounded to whole Shares
/s/ Anne M. May 09/15/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did Anne M. May report on Form 4 for AUBN?

The filing reports acquisitions of 222,275, 5,667, and 15,960 shares and a reported disposal of 33,311 shares, all dated 09/11/2025.

Are these transactions ordinary insider purchases or sales?

No. The filing states these transfers arose from estate settlements and pour-over trust distributions and are claimed exempt from Section 16(b) under Rule 16b-5.

Does Anne M. May claim beneficial ownership of all reported shares?

No. The filing disclaims beneficial ownership of 11,672 shares held pursuant to a durable Power of Attorney for Edward L. Spencer, III.

What is the relationship between the reporting person and AUBN?

Anne M. May is identified in the filing as a Director of Auburn National Bancorporation, Inc.

Were transaction prices disclosed in the Form 4?

No. The Form 4 shows acquisitions at a price of $0 in the reporting table, reflecting transfers, but no market prices are provided for economic valuation.