AUBURN NATIONAL BANCORPORATION INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

FORM

10-K

☒

Annual report pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934.

For the fiscal year ended

OR

☐

Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the transition period from __________ to __________

Commission File Number:

0-26486

Auburn National Bancorporation, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

63-0885779

(State or other jurisdiction

of incorporation)

(I.R.S. Employer

Identification No.)

100 N. Gay Street

,

Auburn,

Alabama

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (

)

821-9200

Securities registered pursuant to Section 12 (b) of the Act:

Title of Each Class

Trading Symbol

Name of Exchange on which Registered

Common Stock

, par value $0.01

AUBN

NASDAQ

Global Market

Securities registered to Section 12(g) of the Act:

None

is a well-known seasoned issuer, as defined in Rule 405

of the Securities Act. Yes

☐

No

☒

is not required to file reports pursuant

to Section 13 or Section 15(d) of the Act.

Yes

☐

No

☒

(1) has filed all reports required to be

filed by Section 13 or 15(d) of

the Securities Exchange Act of 1934 during

the

preceding 12 months (or for such shorter

period that the registrant was required

to file such reports), and (2) has been subject

to such filing requirements for the past

90 days.

Yes

☒

No

☐

has submitted electronically every Interactive

Data File required to be submitted pursuant

to Rule 405 of Regulation S-

T (§ 232.405 of this chapter) during

the preceding 12 months (or for such

shorter period that the registrant was required

to submit such files).

Yes

☒

No

☐

is a large accelerated filer, an accelerated filer, a non-accelerated

filer, or a smaller reporting company. See the

definitions of “large accelerated filer,” “accelerated filer”

and “smaller reporting company” in

Rule 12b-2 of the Exchange Act. (Check

one):

Large Accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

Emerging Growth

Company

☐

If an emerging growth company, indicate by check mark if the registrant

has selected 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.

☐

has filed a report on and attestation

to its management’s assessment of the effectiveness of its internal

control over

financial reporting under Section 404(b)

of the Sarbanes-Oxley Act (15 U.S.C.

7262(b)) by the registered public accounting

firm that prepared or issued its audit

report.

☐

If securities are registered pursuant to Section

12(b) of the Act, indicate by check

mark whether the financial statements of

the registrant included in the filing reflect

the correction of an error to previously

issued financial statements.

☐

Indicate by check mark whether any

of those error corrections are restatements

that required a recovery analysis of

incentive-based compensation received by any

of

the registrant’s executive officers during the relevant recovery

period pursuant to §240.10D-1(b).

☐

is a shell company (as defined in Rule

12b-2 of the Act). Yes

☐

No

☒

State the aggregate market value of the voting

and non-voting common equity held

by non-affiliates computed by reference to the

price at which the common equity

was last sold, or the average bid and

asked price of such common equity

as of the last business day of the registrant’s most recently

completed second fiscal quarter:

$

47,841,697

as of June 30, 2023.

APPLICABLE ONLY TO CORPORATE REGISTRANTS

Indicate the number of shares outstanding

of each of the registrant’s classes of common stock,

as of the latest practicable date:

3,493,674

shares of common stock as

of March 13, 2024.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for the

Annual Meeting of Shareholders, scheduled

to be held May 14, 2024, are incorporated

by reference into Part II, Item 5 and

Part III of this Form 10-K.