AUBN Schedule 13D/A: Spencer Reports 258,214 Shares After Estate Transfers

Rhea-AI Filing Summary

Sandra J. Spencer filed Amendment No. 3 to a Schedule 13D reporting inheritance transfers that changed her beneficial ownership in Auburn National Bancorporation, Inc. She received a total of 243,903 shares from trusts and estates established by her late parents and now beneficially owns 258,214 shares, equal to 7.4% of the 3,493,699 shares outstanding reported on August 11, 2025. The shares were transferred on September 11, 2025 into trust accounts where Ms. Spencer serves as sole trustee and sole beneficiary for the parcels listed for her benefit, and she holds additional shares individually, with her husband, and via Spencer LLC. Ms. Spencer expressly disclaims beneficial ownership of certain shares held by Spencer LLC and the Spencer Foundation.

Positive

• Consolidation of control: Ms. Spencer now holds sole voting and dispositive power over the shares transferred to trusts FBO her.
• Material ownership disclosed: Beneficial ownership increased to 258,214 shares, representing 7.4% of outstanding stock, a clear disclosure for investors.
• Transparent disclosure of sources: The filing explicitly attributes the additional shares to inheritance transfers and estate/trust settlements.

Negative

• Disclaimed interests: Ms. Spencer disclaims beneficial ownership of 19,002 shares (including 2,640 shares in Spencer LLC and 16,362 shares held by the Spencer Foundation), which reduces her economic stake relative to reported beneficial control.
• No contracts or arrangements disclosed: Item 6 states there are no contracts, arrangements or understandings, so there is no announced plan or agreement tied to the increased stake.

Insights

Corporate Governance Expert

TL;DR: A trust-and-estate driven ownership shift increases Ms. Spencer's reported stake to 7.4% with trustee authority over substantial blocks.

Ms. Spencer's filing documents a non-market transfer of shares through estate settlement and trust pour-overs rather than an open-market acquisition. The filing clarifies voting and dispositive authority for the parcels held in trusts FBO Ms. Spencer and identifies specific holdings retained outside her beneficial interest by Spencer LLC and the Spencer Foundation. There are no disclosed contracts, arrangements, or pending legal proceedings tied to these transfers.

Estate & Trust / M&A Specialist

TL;DR: Inheritance transfers consolidated family shares into individual and trust holdings while maintaining formal disclaimers for some family and foundation holdings.

The amendment provides detailed allocation of Parent Shares across exempt and non-exempt family trusts and documents that Ms. Spencer acted as personal representative and sole trustee to effect the distributions. The filing is administrative in nature, reflecting estate settlement mechanics and trustee distributions rather than any acquisition strategy or third-party transaction. It also discloses specific rounding of fractional shares and the reporting methodology used to arrive at the 258,214-share beneficial total.

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Accepted by SEC EDGAR 09/15/2025 - 01:09 PM Learn about SEC filing dates

FAQ

How many Auburn National Bancorporation (AUBN) shares does Sandra J. Spencer beneficially own after this filing?

The filing reports Ms. Spencer beneficially owns 258,214 shares, equal to 7.4% of the 3,493,699 shares outstanding as reported on August 11, 2025.

What was the source of the shares reported by Sandra J. Spencer on Schedule 13D/A?

The shares were acquired via inheritance transfers from the estates and trusts of Ms. Spencer's late parents, effected on September 11, 2025.

Does Sandra J. Spencer have voting and dispositive power over the inherited shares?

Yes; the filing states she is the sole trustee with sole voting and dispositive power for the trust accounts holding the shares for her benefit.

Are there any shares Ms. Spencer disclaims beneficial ownership of?

Yes; she disclaims beneficial ownership of 19,002 shares, including 2,640 shares reflecting two-thirds membership interests in Spencer LLC and 16,362 shares held by the Spencer Foundation.

Were any contracts, arrangements, or legal proceedings disclosed in relation to these transfers?

No; Item 6 states Not applicable for contracts or arrangements and Item 2(d)/(e) indicate None for legal proceedings.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Auburn National Bancorporation, Inc

(Name of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

050473107

(CUSIP Number)

Sandra J Spencer
100 N Gay Street,
Auburn, AL, 36830
334.887.2772

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/11/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 050473107

1

Name of reporting person

Sandra J. Spencer

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 254,175.00
8	Shared Voting Power 20,322.00
9	Sole Dispositive Power 254,175.00
10	Shared Dispositive Power 20,322.00

11

Aggregate amount beneficially owned by each reporting person

258,214.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.4 %

14

Type of Reporting Person (See Instructions)

IN, OO

Comment for Type of Reporting Person:

11) This Amendment No. 3 to the Schedule 13D ("Amendment No. 3") filed by Sandra J. Spencer (the "Reporting Person" or "Ms. Spencer") 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 inheritance transfers. Auburn National Bancorporation, Inc. is called the "Issuer" or the "Company." Any fractional Shares have been rounded to whole Shares. The changes in Shares reported on this Amendment No. 3 result from transfers as part of the settlement of the Estate of Edward L. Spencer, Jr. (the "E.L. Spencer Estate") and the estate of his wife, Mrs. Ruth P. Spencer, pursuant to the terms of their wills and related trusts established by the Parents The Parents' daughter, Sandra J. Spencer, has been (i) the sole Personal Representative of the E.L. Spencer Jr. Estate and the sole trustee of the Spencer Revocable Trust, which held an aggregate of 666,825 Shares; and (ii) the sole trustee of the Spencer 2008 Irrevocable Trust established by the late Edward L. Spencer, Jr., which held 47,882 Shares. She was also the sole Personal Representative of the estate of Ruth P. Spencer and the sole trustee of Ruth P. Spencer Revocable Trust, which held 17,000 Shares. The Shares held by these estates and trusts are referred to as the "Parents' Shares." On September 11, 2025, the following transfers were made in the brokerage accounts holding the Parents' Shares: * The transfer of a total of 47,882 Shares from the Spencer 2008 Irrevocable Trust to the Exempt Trusts for the benefit of each of the Reporting Person and her two brothers. Of these Shares, 15,961 Shares are being transferred to and held by the Spencer 2008 Exempt Trust for the benefit of ("FBO") Sandra J. Spencer, where the Reporting Person is the sole trustee with sole voting and dispositive power, and is the sole beneficiary. * the transfer of a total of 666,825 Shares from the E.L. Spencer Estate and the Spencer 2008 Revocable Trust to each of the Reporting Person and her two brothers' respective Spencer Family Non-Exempt Trusts. Of these Shares, 222,275 Shares are being transferred to and held in the Spencer Family Non-Exempt Trust FBO Sandra J. Spencer, where the Reporting Person is the sole trustee with sole voting and dispositive power, and is the sole beneficiary; and * the transfer of a total of 17,000 Shares from the Estate of Ruth P. Spencer and the Ruth Spencer Revocable Trust to each of the Reporting Person and her two brothers respective Spencer Family Non-Exempt Trusts. Of these Shares, 5,667 Shares are being transferred to and held in the Spencer Family Non-Exempt Trust FBO Sandra J. Spencer, where the Reporting Person is the sole trustee with sole voting and dispositive power and is the sole beneficiary. These transfers are referred to collectively as the "Inheritance Transfers." The Reporting Person received a total of 243,903 Shares (the "Inherited Shares") as a result of the inheritance transfers of Parent Shares. She no longer holds any Shares as the (i) the sole Personal Representative of the E.L. Spencer Jr. Estate and the sole trustee of the Spencer Revocable Trust or and (ii) the sole trustee of the Spencer 2008 Irrevocable Trust established by the late Edward L. Spencer, Jr., or (iii) the sole Personal Representative of the estate of Ruth P. Spencer and the sole trustee of Ruth P. Spencer Revocable Trust, which held 17,000 Shares. As a result of the inheritance of these Parent Shares, the Reporting Person may be deemed to beneficially own, a total of 258,214 Shares, These include: * 243,903 Inherited Shares which the Reporting Person holds as sole trustee and beneficiary in the case of each of her trusts shown above, and individually, in each case, with sole voting and dispositive power; * 10,272 Shares previously held by the Reporting Person individually where she has sole voting and dispositive power; * 79 Shares held by the Reporting Person's husband where the Reporting Person may be deemed to have shared voting and dispositive power; and * 3,960 Shares held by Spencer LLC. The Reporting Person is the manager of Spencer LLC, and may be deemed to have shared voting and dispositive power over the 3,960 Shares held by Spencer LLC. The Reporting Person disclaims beneficial ownership in the 2,640 Shares held in Spencer LLC, which reflects her two brothers' two-thirds membership interest in Spencer LLC. Ms. Spencer also may be deemed to have beneficial ownership and shared voting and dispositive power over 16,362 Shares held by the Edward L. Spencer Jr. Foundation, a 501(c)(3) private foundation (the "Spencer Foundation") where the Reporting Person is one of two directors. The Reporting Person disclaims any beneficial interest and any economic interest in the 16,362 Shares held by the Spencer Foundation. Ms. Spencer disclaims any beneficial interest or pecuniary interest in the 487,804 Parent Shares transferred by inheritance and held by or for the benefit of Ms. Spencer's brothers, Bruce Steven Spencer or Edward L. Spencer, III following the transfers of the Parent Shares. 12) Excludes a total of 19,002 Shares, including the 2,640 Shares, which reflect the two-thirds membership interests in Spencer LLC not held by the reporting Person; and the 16,362 Shares held by the Spencer Foundation where Ms. Spencer is one of two directors. Ms. Spencer disclaims any beneficial ownership or economic interest in these 19,002 Shares. 13) The 258,214 Shares shown in Row 11 are 7.4% of the Company's total outstanding Shares reported as of August 11, 2025 on the cover page of the Issuer's latest Quarterly Report on Commission Form 10-Q as of and for the six months ended June 30, 2025. 14) The Reporting Person is filing individually and as and as Trustee of as Trustee of the Spencer 2008 Exempt Trust FBO Sandra J. Spencer and as Trustee of the Spencer Family Non-Exempt Trust FBO Sandra J. Spencer.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01
(b)	Name of Issuer: Auburn National Bancorporation, Inc
(c)	Address of Issuer's Principal Executive Offices: 100 N. Gay Street, Auburn, ALABAMA , 36830.
Item 2.	Identity and Background
(a)	Sandra J Spencer
(b)	c/o 100 N. Gay Street Auburn, Alabama 36830
(c)	Retired from Auburn University
(d)	None
(e)	None
(f)	United States of America
Item 3.	Source and Amount of Funds or Other Consideration
	Not applicable. The Reporting Person acquired the voting and dispositive power over Shares aggregating 5% or more of the Issuer's outstanding Shares initially as a result of the deaths of the Reporting Person's Parents upon her confirmations as the sole personal representative of the E.L. Spencer Estate and subsequently, the Ruth P. Spencer Estate, and as a result of her appointment as sole trustee of the Spencer 2008 Revocable Trust and the Spencer 2008 Irrevocable Trust, and the Ruth P. Spencer Revocable Trust that had been established by her Parents to hold Shares. Prior to Mr. Spencer's death and her appointment as Personal Representative of the Estate and trustee of the trusts he had established as described in item (11) above, Ms. Spencer held beneficial ownership of less than 1.00% of the Company's outstanding Shares of common stock.
Item 4.	Purpose of Transaction
	The transaction reported in this Amendment No. 3 reflects a settlement and distribution to or for the benefit of Ms. Spencer and her two brothers, of Company Shares held in Ms. Spencer's Parents' estates and the trusts they established as part of their estate planning. See responses to Items 11-13 above. The aggregate number of Shares beneficially owned and not disclaimed by Ms. Spencer is 258,214 Shares. The cover page of the Issuer's Quarterly Report on Commission Form 10-Q as of and for the six months ended June 30, 2025 reported that the Issuer had 3,493,699 Shares issued and outstanding as of August 11, 2025. None. See responses to rows 11 and 12 and Item 3 above regarding the Inheritance Transfers.
Item 5.	Interest in Securities of the Issuer
(a)	See responses to Items 11-13 above. The aggregate number of Shares deemed beneficially owned by the Reporting Person is 258,214, which is 7.4% of the total number of Shares outstanding. The cover page of the Issuer's Quarterly Report on Commission Form 10-Q as of and for the six months ended June 30, 2025 filed on August 11, 2025 reported that the Issuer had 3,493,699 shares issued and outstanding.
(b)	See responses to Items 11-13 above.
(c)	None, except as described with in Row 11 and Item 3 above with respect to the Inheritance Transfers. See responses to Rows 11 and 12 and Item 3 above.
(d)	Not applicable
(e)	Not applicable
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Not applicable.
Item 7.	Material to be Filed as Exhibits.
	None.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Sandra J. Spencer

Signature:	/s/ Sandra J. Spencer
Name/Title:	Individually and as Trustee FBO Sandra J. Spencer
Date:	09/15/2025