[Form 4] Auburn National Bancorporation Insider Trading Activity

Rhea-AI Filing Summary

Key take-aways from Verve Therapeutics (VERV) Form 4

On 25 Jul 2025, CFO Allison Dorval reported the disposition of all remaining Verve equity as a result of Eli Lilly’s previously announced acquisition. Transactions coded “U” confirm automatic treatment under the 16 Jun 2025 merger agreement:

• 13,280 common shares tendered for $10.50 cash plus one CVR per share; post-transaction share balance: 0.
• Cash-out of 513,000 stock options (exercise prices $6.01–$12.75) and 80,625 RSUs; all derivative positions now zero.

The filing notes the conversion mechanics: cash equal to the spread (where applicable) and issuance of a non-tradable CVR worth up to $3.00, contingent on a milestone. Completion of the tender offer and subsequent merger on 25 Jul 2025 leaves Verve as a wholly owned Lilly subsidiary; the reporting person is no longer a VERV insider.

Positive

• Merger completion confirmed, removing transaction uncertainty for former VERV shareholders.
• Cash-and-CVR consideration has been delivered to insider, evidencing operational execution of deal terms.

Negative

• No remaining insider ownership, eliminating traditional governance oversight from legacy management.
• Future value hinges on CVR milestone, which carries timing and probability risk.

Insights

M&A Specialist

TL;DR: Filing verifies Lilly–Verve deal closure; insider equity fully settled, eliminating completion risk for arbitrage investors.

The automatic cancellation of all common, option and RSU holdings underlines that the cash-and-CVR structure is now effective. With no residual equity outstanding, completion risk is effectively zero and any remaining spread in VERV trading should converge to cash consideration. The CVR retains upside optionality tied to a single milestone and is unregistered, thus illiquid. Overall, the update is procedurally positive, but adds little incremental value beyond confirming the 25 Jul closing.

Portfolio Manager

TL;DR: Routine insider disposition; material value already priced, limited actionable insight for new investors.

The Form 4 is largely administrative, detailing how the CFO’s 13,280 shares and 593,625 equity awards were converted to cash/CVR. It reaffirms zero stand-alone VERV float going forward. Investors now focus solely on the CVR’s milestone probability; no additional financials are provided. Impact on existing portfolios is neutral unless one is modelling CVR pay-outs.

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^*

Hedges David A

(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
X	Officer (give title below)		Other (specify below)
	President\CEO

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2025

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	07/24/2025	07/24/2025	A		550(1)	A	$28.34	13,560	D

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:

1. Restricted Stock Unit granted in accordance with the Company's 2024 Equity and Incentive Compensation Plan. These awards vest on March 10, 2026.

	/S/ David A. Hedges	07/28/2025
	** 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

When did Eli Lilly's acquisition of Verve Therapeutics (VERV) close?

The merger became effective on July 25 2025.

How much cash did VERV shareholders receive per share?

Each share was exchanged for $10.50 in cash plus one contingent value right (CVR) worth up to $3.00.

How many shares did CFO Allison Dorval tender?

She disposed of 13,280 common shares.

What happened to the CFO's stock options and RSUs?

513,000 options and 80,625 RSUs were cancelled for cash and CVRs; none remain outstanding.

Does the CFO hold any Verve equity after the merger?

No. The filing shows 0 shares and 0 derivative securities remaining.

What is the potential value of the contingent value right (CVR)?

Each CVR may pay up to $3.00 in cash if a specified milestone is achieved.