Form 4: Director Anne May Reports Significant AUBN Share Transfers

Auburn National Bancorporation Director Anne M. May reported significant indirect share acquisitions as trustee following the settlement of the Spencer family estates.

Summary

• Anne M. May, a Director of Auburn National Bancorporation, Inc. (AUBN), reported changes in beneficial ownership.
• The transactions, dated September 11, 2025, involve the acquisition of 243,902 shares of common stock (par value $0.1) indirectly as a trustee.
• These shares were transferred as part of the settlement of the estates of Edward L. Spencer, Jr. and Ruth P. Spencer, and pour-over distributions from their related trusts.
• Specifically, 227,942 shares are held by the Spencer Family Non-Exempt Trust for the benefit of Edward L. Spencer, III, and 15,960 shares are held by the Spencer 2008 Exempt Trust for the benefit of Edward L. Spencer, III.
• May is the sole trustee of these "Receiving Trusts" and holds sole voting and dispositive power over these shares, with Edward L. Spencer, III as the sole beneficiary.
• May also holds a Power of Attorney for 11,672 shares for Edward L. Spencer, III, and directly holds 33,311 shares.
• May may be deemed the beneficial owner of a total of 288,885 shares, representing 8.3% of total shares outstanding, but disclaims beneficial or pecuniary interest in the 255,574 shares held on behalf of Edward L. Spencer, III (243,902 as trustee + 11,672 via Power of Attorney).

Sentiment

Score: 5

Explanation: The filing is neutral as it reports an administrative change in beneficial ownership due to an estate settlement, with no direct positive or negative implications for the company's operational or financial performance.

Positives

• The transfer of shares to trusts for Edward L. Spencer, III, with Anne M. May as trustee, ensures continued management of a significant block of shares within a structured framework.
• The transactions are part of an estate settlement, indicating a planned and orderly transfer of assets.

Risks

• No specific risks to the company's operations or financial performance are mentioned in this Form 4 filing. The risks relate more to the reporting person's beneficial ownership disclaimers.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Management Comments

• Anne M. May disclaims any beneficial ownership or pecuniary interest in the 11,672 shares held pursuant to the Power of Attorney and the 243,902 shares held as Trustee of the Receiving Trusts on behalf of Edward L. Spencer, III.

Industry Context

This Form 4 filing primarily details insider ownership changes due to estate settlement, which is a company-specific event and does not directly reflect broader industry trends or competitive dynamics within the banking sector.

Comparison to Industry Standards

• This filing is a standard disclosure of insider beneficial ownership changes due to estate settlement, which is a common occurrence across industries. No specific comparable companies or projects are relevant for this type of administrative filing.

Related Party Transactions

• The share transfers involve family members (Edward L. Spencer, Jr., Ruth P. Spencer, Edward L. Spencer, III, and Sandra J. Spencer) and Anne M. May acting as trustee, which constitutes related party dealings in the context of beneficial ownership.

Stakeholder Impact

• Shareholders: The filing clarifies the beneficial ownership structure of a significant block of shares (8.3% of total outstanding), providing transparency regarding insider holdings. The change is administrative due to estate settlement and does not imply a change in strategic direction or operational performance.

Key Dates

Recommendation

This Form 4 filing details an administrative change in beneficial ownership due to an estate settlement, rather than a discretionary purchase or sale by an insider. While it clarifies the ownership structure of a significant block of shares, it does not provide new information about the company's operational performance, financial health, or strategic outlook that would warrant a change in investment recommendation. Therefore, a 'hold' recommendation is appropriate as the filing is neutral in its implications for the stock's fundamental value.

Keywords

Auburn National Bancorporation, AUBN, Form 4, Insider Trading, Beneficial Ownership, Estate Settlement, Trustee, Share Transfer, Director, Spencer Family