UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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Securities Exchange Act of 1934

Filed by the Registrant

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Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permittedby Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) perExchange Act Rules 14a-6(i)(1) and 0-11.

April 2, 2026

TO OUR SHAREHOLDERS:

Youare cordially invitedto attend the AnnualMeeting of Shareholdersof Auburn National Bancorporation,Inc., to

be heldat theAuburnBank Center,100 NorthGay Street,Auburn, Alabama,on May12, 2026,at 3:00P.M.,local

time (collectively, withany adjournments or postponements thereof, the “Meeting”).

The Noticeof Meeting,Proxy Statementand Proxyare enclosed.Wehope youcan attendand voteyour sharesin

person.Inanycase,pleasecompletetheenclosedProxyandreturnittous.Thisactionwillensurethatyour

preferences will be expressed on the matters that are being considered.If you attend the Meeting, you may vote your

shares in person even if you have previously returned your Proxy.

Prior to themeeting, a receptionwill be heldfrom 2:30 p.m.to 3:00 p.m.in the AuburnBankCenter.Wehope you

can join us!

Wethank you foryour support thispast year,and we encourageyou to reviewour Annual Report.If you haveany

questions about the Proxy Statement or the Annual Report, please call or write us.

Sincerely,

/s/ Robert W. Dumas

Robert W.Dumas

Chairman of the Board

AUBURN NATIONALBANCORPORATION,INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD MAY12, 2026

Notice is herebygiven that the2026 AnnualMeeting of Shareholdersof Auburn NationalBancorporation, Inc.(the

“Company”) will beheld at the AuburnBankCenter, 100North Gay Street,Auburn, Alabama onTuesday,May 12,

2026, at 3:00 P.M.,local time (collectively, with any adjournments or postponementsthereof, the “Meeting”), for the

following purposes:

1.

Election of Directors

.To elect 12 nomineesto serve on the Board of Directors for a one-year term;

2.

AdvisoryVoteonExecutiveCompensation

.Toapprove,onanon-binding,advisorybasis,the

compensationoftheCompany’s“namedexecutiveofficers”as disclosedintheproxystatement that

accompanies this notice;

3.

Ratification ofIndependent RegisteredPublic Accountants

. Toratify theappointment ofElliott Davis

LLC asthe independentregisteredpublicaccountingfirm ofthe Companyfor thefiscal yearending

December 31, 2026; and

4.

Other Business

. To transact suchother business as may properly come before the Meeting.

Only shareholdersof recordat theclose ofbusiness onMarch 23,2026, areentitled tonotice ofand tovote atthe

Meeting. All shareholders, whether ornot they expect toattend the Meeting inperson, are requested tocomplete, date,

sign and return the enclosed Proxy in the accompanying envelope.

By Order of the Board of Directors,

/s/ C. Wayne Alderman

C. Wayne Alderman

Secretary

April 2, 2026

PLEASE COMPLETE,DATE,AND SIGNTHE ENCLOSEDPROXY ANDRETURN ITPROMPTLYTO THE

TRANSFER AGENT IN THEENVELOPE PROVIDED, EVEN IFYOU PLAN TO ATTENDTHE MEETING IN

PERSON.IF YOU ATTENDTHE MEETING, YOU MAY VOTE IN PERSON BY WRITTEN BALLOT IF YOU

WISH, EVEN IF YOU HAVEPREVIOUSLYRETURNED YOUR PROXY.

IMPORTANTNOTICE REGARDING THE AVAILABILITYOF PROXY MATERIALSFOR THE

SHAREHOLDER MEETING TO BE HELD ON TUESDAY,MAY 12,2026

THE PROXY STATEMENTAND ANNUAL REPORT TO SHAREHOLDERS

ON SECURITIES AND EXCHANGE COMMISSION FORM 10-K,INCLUDING EXHIBITS, ARE

AVAILABLEFREE OF CHARGES ATWWW.AUBNPROXY.COM

AND OUR COMPANY’SWEBSITE WWW.AUBURNBANK.COM

2

If you area beneficial ownerof shares ofCompany common stock,you should receivea Noticeof Internet Availability

of Proxy Materialsor voting instructionsfrom any brokeror other nomineeholding your shares.Youshould follow

the instructions inthe Notice or thevoting instructions providedby your broker ornominee in orderto instruct your

broker or nominee on how to vote your shares.Shares held beneficially through a broker or nominee may be voted at

the Meeting only if you obtain a legal proxy from the broker or nomineegiving you the right to vote the shares.

Proposals to be VotedOn; Board Recommendations

Proposal

Description of Proposal

Board Recommendation

For more information

Proposal 1

Theelectionofall12nomineesfor

election as directors

“FOR” all nominees

Page 6

Proposal 2

Anon-binding,advisoryvoteonthe

compensationoftheCompany’s

“named executiveofficers” (the‘say-

on-pay”

“FOR”

Page 17

Proposal 3

ToratifytheappointmentofElliott

DavisLLCastheindependent

registeredpublicaccountantsforthe

Companyforthefiscalyearending

December 31, 2026

“FOR”

Page 29

YOUR VOTE IS IMPORTANT

Yourvote is importantand it iseasy to vote.Youcan vote online,by phone orby completing, signingand mailing

the enclosed proxy card.Even if you plan to attend the Meeting in person, please cast your vote as soon as possible.

The voting deadline is 1:00 A.M., Central Time,on May 12, 2026.

If theMeeting isadjourned orpostponed, yourproxy willstill beeffectiveand willbe votedat therescheduled or

adjourned Meeting. Youwill still be able to change or revoke your proxy until the rescheduled or adjourned Meeting.

AVAILABILITYOF ANNUAL REPORT

Copies ofthe Company’s2025 AnnualReport onSEC Form10-K canalso befound byclicking theheading “Our

Story” on theCompany’s website,

www.auburnbank.com,

and then clickingon “Investor Relations”,and then clicking

on“Financials–SECFilings”.UponthewrittenrequestofanypersonwhoseProxyissolicitedbythisProxy

Statement, theCompanywill furnishto suchperson withoutcharge(other thanfor exhibits)a copyof theAnnual

Report, including financial statements and schedules thereto, as filed with the SEC.Such requests should be directed

to Luellen Bishop, ShareholderRelations, Auburn National Bancorporation,Inc., P.O.Box 3110, Auburn,Alabama,

36831-3110 or by emailing: [email protected].

REQUESTS FOR A COPY OF THE ANNUAL REPORT(WITHOUT EXHIBITS) FROM THE

COMPANY BEFORETHE ANNUAL MEETING MUST BE RECEIVED BY THECOMPANY NOT

LATER THAN APRIL25, 2026, OTHERWISE YOU MAYNOT RECEIVE SUCH REPORT PRIORTO

THE MEETING.

3

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

OF

AUBURN NATIONALBANCORPORATION,INC.

TO BE HELD MAY12, 2026

General

This Proxy Statementis being furnishedto shareholders ofAuburn National Bancorporation,Inc. (the “Company”),

aDelawarecorporationregisteredas abankholdingcompanyundertheBank HoldingCompanyActof 1956,as

amended (the “BHC Act”), inconnection with the solicitationof proxies by theCompany’s Boardof Directors from

holders of theoutstanding shares ofthe Company’s$.01 par valueCommon Stock (“CommonStock”) for the2026

AnnualMeetingofShareholdersoftheCompany(collectively,withanyadjournmentsorpostponements,the

“Meeting”).Unlessthecontextotherwiserequires,theterm“Company”includestheCompany’ssubsidiary,

AuburnBank (the “Bank”).The Company’s Common Stock is listed on the Nasdaq GlobalMarket under the symbol

“AUBN,”anditsprincipalexecutiveofficesarelocatedat100N.GayStreet,Auburn,Alabama36830,andits

telephone number is (334) 821-9200.The Company maintains an internet website at www.auburnbank.com.

The Meetingis beingheld toconsider andvote upon:(i) theelection of12 nomineesto theBoard ofDirectors for

one-year terms; (ii) on a non-binding, advisory basis, the compensation of theCompany’s “named executive officers”

(defined below) asdisclosed in thisProxy Statement (a“say-on-pay proposal”); (iii) theratification of theappointment

of ElliottDavis LLC(“Elliott Davis”)as theindependent registeredpublic accountingfirm ofthe Companyfor the

fiscal year ending December 31, 2026; and (iv) such other matters as may properlycome before the Meeting.

The Company’s Board of Directors knows of no business that will bepresented for consideration at the Meeting other

than the matters described in this Proxy Statement.

This Proxy Statementand the Proxyare first being providedon or aboutApril 2, 2026,to Company shareholdersof

record as of the close of business on March 23, 2026 (the “RecordDate”).The Company’s 2025 Annual Report(the

“AnnualReport”),includingfinancialstatementsforthefiscalyearendedDecember31,2025,canbefoundby

clicking the heading“Our Story” onthe Company’swebsite, www.auburnbank.com,and then clickingon “Investor

Relations”, and then clicking on “Financials – SEC Filings”.

Each shareholder is entitled to one voteon each proposal for eachshare of Common Stock held asof the Record Date.

In determiningwhether aquorum exists atthe Meetingfor purposesof all mattersto be votedon, all votes“for” or

“against,” as well as all abstentions (including votes to withhold authority to vote in certain cases), will be counted as

shares present,and aquorum will existif amajority ofthe sharesissued andoutstanding andentitled tovote atthe

meeting are present or represented by proxy.

Under Delaware law, the vote required for the election of directors is aplurality of the votes cast by the sharespresent

or represented by proxy, at the Meeting and entitled to vote on the election of directors, provided a quorum is present.

Consequently,with respect to the election ofdirectors, “withhold” votes and brokernon-votes will not be countedin

determining whetherthe directorhas receivedthe requisite numberof votes forapproval as theyare not considered

votes cast.All other proposals require the affirmativevote of the majority of shares present or represented byproxy,

andentitledtovoteattheMeeting(meaningthatofthesharesrepresentedatthemeetingandentitledtovote,a

majority of themmust be voted “for”the proposal for itto be approved).Abstentions will havethe same effectas a

vote “against”the proposal,and broker non-voteswill not becounted in determiningwhether the proposalreceived

the requisite number of votes for approval.

4

A “broker non-vote”occurs when a broker,dealer, bank,or voting trustee ortheir nominee who canbe identified as

a record holder of Common Stock holdingshares in “street name” for a beneficialowner of Common Stock does not

vote ona particularproposal becausethe recordholder doesnot havediscretionary votingpower forthat particular

item and hasnot receivedvoting instructionsfrom the beneficialowner.Brokers (and othersimilar recordholders)

thathavenotreceivedvotinginstructionsfromtheirclientscannotvoteontheirclients’behalfon“nonroutine

matters.”All mattersto beconsidered atthe Meetingare “non-routine,”except brokerslacking votinginstructions

from the beneficial owners,may vote onratification of theappointment of ElliottDavis as theCompany’s independent

registered publicaccounting firm.Broker voteson theratification ofthe auditorsare “brokerdiscretionary votes,”

and may be counted in meeting the quorum requirements.

UnlessotherwiserequiredbytheCompany’sCertificateofIncorporationorAmendedandRestatedBylaws

(“Bylaws”), or by the Delaware General Corporation Law or other applicable law,any other proposal that is properly

brought before the Meeting will require the affirmative vote of themajority of shares present or represented by proxy,

andentitledtovoteattheMeeting(meaningthatofthesharesrepresentedatthemeetingandentitledtovote,a

majorityofthemmustbevoted“for”theproposalforittobeapproved).Withrespecttoanysuchproposal,

abstentions willhave thesame effectas avote “against”the proposal,and brokernon-votes willnot becounted in

determining whether such proposal has received the requisite number of votes for approval.

Asummaryofthevotingprovisions,providedavalidquorumispresentorrepresentedattheMeeting,forthe

proposals to be considered at the Meeting are below:

Proposal

Board Voting

Recommendation

Voting Standard

Effect of “ABSTAIN” Votes and Broker Non-Votes

Proposal 1

Election of

Directors

FOR

The nominee is elected

by a “plurality vote,”

which means the

nominee is elected if the

number of votes “FOR”

the nominee exceeds the

“WITHOLD” votes for

such nominee

“ABSTAIN” votes andbroker non-votes will

not be considered votes cast and will have no

effect on the outcome of the election

All other

proposals,

including

Proposal 2 and

Proposal 3

FOR

A majority of shares

present in person or by

proxy and entitled to

vote at the Meeting is

required for approval of

these Proposals

“ABSTAIN” votescounts as a vote

“AGAINST” the proposal.Broker non-votes

have no effect on the outcome of these

proposals.

Record Date, Solicitation and Revocability of Proxies

The Record Date for the Meeting has been set as the close of business on March23, 2026. Accordingly,only holders

of recordof sharesof CommonStock onthe RecordDate willbe entitledto voteat theMeeting.At theclose of

business on suchdate, there wereapproximately 3,495,866shares of CommonStock issued andoutstanding, which

were held by approximately 320 shareholders of record.

5

SharesofCommonStockrepresentedbyaproperlyexecutedProxy,ifsuchProxyisreceivedintimeandisnot

revoked, will bevoted at theMeeting inaccordance withthe instructionsindicated insuch Proxy.

If you properly

execute and return your Proxy but do not indicate any voting instructions with respectto one or more matters

tobevoteduponattheMeeting,orifyourvotinginstructionsareunclear,yourshareswillbevotedin

accordance with the recommendation of the Board of Directors as to all such matters. Specifically, your shares

will be voted FOR the election of alldirector nominees, FOR the advisory approval of the say-on-pay proposal,

and FOR theratification ofthe appointmentof Elliott Davisas the independentregisteredpublic accounting

firm of the Company for the fiscal year ending December 31, 2026; and in the discretionof the persons named

as proxies on all other matters, if any,that may properly come before the Meeting.

A shareholder who has given a Proxy may revoke it at any time prior toits exercise at the Meeting by either (i) giving

written noticeof revocationto theCompany’sSecretary,(ii) properlysubmittingto theCompanya dulyexecuted

Proxybearingalater date,or (iii)appearingin personatthe Meetingand votingin personby writtenballot.All

written noticesof revocationor othercommunications withrespect torevocation ofProxies shouldbe addressedas

follows: Auburn National Bancorporation, Inc., P.O.Box 3110, Auburn, Alabama 36831-3110,Attention: C. Wayne

Alderman, Secretary.

Proxy Solicitation Costs

The cost of soliciting Proxies for the Meeting will be paid by the Company.The Company’s officersmay also solicit

proxies by telephone or otherwise, but will not receive additional compensation for these activities.In addition to the

solicitation of shareholders of record by mail, telephone, facsimile, email, or personal contact, the Company may also

make arrangements with brokers, dealers, banks, orvoting trustees or their nominees who can be identifiedas record

holdersofCommonStocktoforwardthisproxystatementandthe2025AnnualReporttobeneficialownersof

CommonStock.The Companywill reimbursesuch third-partiesfortheir reasonableexpenses inconnectionwith

these services.

6

PROPOSAL ONE: ELECTION OF DIRECTORS

General

Twelvepersons havebeen nominatedto serveon theCompany’sBoard ofDirectors forone-year termsexpiring at

theCompany’snextscheduledannualmeetingofshareholdersanduntiltheirsuccessorshavebeenelectedand

qualified.All the nominees for director are current directors of the Company, and all have agreed to serve, if elected.

Proxies cannot be voted for more than the 12 nominees.Cumulative voting for directors is not permitted.All shares

represented by valid Proxies received and not revoked before they are exercised will be voted in the manner specified

therein.If no specification is made, the Proxies will be voted forthe election of all 12 nominees listed below.In the

unanticipated eventthat any nomineeis unableto serve,the personsdesignated asproxy holderswill castvotes for

the remaining nominees and for such other replacements as may be nominated by the Company’sBoard of Directors.

Nomineesfordirectorsareelected ifthenomineereceivesmorevotes“FOR” thenomineethan“AGAINST”the

nominee.

The nominees have been nominated by the Company’s Board ofDirectors based on the recommendation of the

Nominating and Corporate Governance Committee, andthe Board unanimously recommends you vote“FOR”

the election of all 12 nominees listed below.

Information about Nominees for Directors and Executive Officers

The following table sets forth the nameand age of each nominee fordirector, a brief description of his or herprincipal

occupationand businessexperience,certain otherdirectorships andhow longhe orshe hasbeen adirectorfor the

Company or the Bank.In addition, we have also provideda brief discussion of thespecific experience, qualifications,

attributes orskills thatled tothe Nominatingand CorporateGovernance Committee’sconclusion thatthe nominee

should serve asone ofour directors.Except forRobert W. Dumas, Chairmanof theBoard ofDirectors ofthe Company

andthe Bankand DavidA. Hedges,PresidentandCEO ofthe Companyand theBank, noneof thenominees are

employed by the Company or the Bank or any entity that is an affiliateof the Company or the Bank.

7

Name, Principal Occupation, Business Experience, Age, Directorshipsand Qualifications

Director

Since

C. Wayne Alderman

2004

DeanandProfessorEmeritus,formerDeanofEnrollmentServicesandformerDean,Collegeof

Business, Auburn University; former Director ofFinancial Operations of theBank from 2000 to2007;

employed by Auburn University from 1979 to 2022.Dr. Alderman is 75.

Dr. Alderman, a certified publicaccountant and former Torchmark Professor of Accountingat Auburn

University,hasstrategicplanningexpertise,publicaccountingandriskandgeneralmanagement

knowledge to the Board.He also hasvaluable insight and bankingknowledge as a resultof his service

as the Bank’s Director of Financial Operationsfrom 2000 to 2007, in addition to serving as a director

of the Bank since 1993.

Terry W.Andrus

1998

Retired President andChief Executive Officerof the EastAlabama Medical Centerfrom 1984 to2018;

Directorof CareNetworkSoutheast, FormerDirector ofBlue Cross/BlueShield ofAlabama.Mr.

Andrus is 74.

Mr. Andrushas executive decision-making,financial expertise, and business-buildingskills from his

pastserviceastheChiefExecutiveOfficerofaregionalhospital.Mr.Andrusalsohasservedas

Chairman of the Alabama HospitalAssociation.He possesses banking knowledge through hisservice

as a director of the Bank since 1991.

J. TuttBarrett

2010

Mr. Barrett is a senior partnerin the law firm of Dean & Barrett, located in Opelika,Alabama, where

he has worked since 1992. Mr. Barrett is 74.

Mr.BarrettbringsawealthoflegalandriskmanagementskillstotheBoard.Healsoprovides

governanceskillsandexperiencegainedthroughhisserviceontheboardsofvariouscharitable

organizations. Inaddition, Mr.Barrett servedon one ofthe Bank’slocal advisoryboards from 1991

to 2010.

Walton T.Conn, Jr.

2025

Mr.ConnservedasGlobalChiefOperatingOfficer–Quality,Risk&RegulatoryforKPMG

International from 2015 until his retirement in 2023.Prior to this, he served as Global Head of Audit

MethodologyandImplementation(2008–2015)andvariousotherrolesduringhis38yearswith

KPMG and its predecessors. Mr.Conn is 63.

Mr.Connhasvaluableexecutive-decisionmakingandriskmanagementskills,publicaccounting

knowledge, and corporategovernance expertise fromhis career withKPMG, LLP, a global accounting

firm.

8

Name, Principal Occupation, Business Experience, Age, Directorshipsand Qualifications

Director

Since

Robert W.Dumas

2001

Chairman of theBoard of the Companyand the Bank sinceJanuary 2020; Presidentand CEO of the

Companyfrom 2017to December31, 2022andtheBank from2001toDecember 31,2022;Vice

Chairman of the Companyand the Bank from 2013until his election as theChairman; President and

Chief Lending Officer of the Bankfrom 1998 to 2001. Hehas been employed by theBank since 1984;

and is a Director of East Alabama Medical Center.Mr. Dumas is 72.

Mr.DumasbringsvaluableinsightandknowledgetotheBoardasaresultofhispriorserviceas

President and CEO of the Company and theBank.Mr. Dumas currently serves as a trustee or director

of the AuburnUniversity Board ofTrustees, the Auburn Researchand Technology Board of Directors,

and servedon the Boardof Directorsof theAlabama BankersAssociation, andthe Federal Reserve

Bank of Atlanta.He has held numerousother professional leadershippositions, including his service

asPresidentandChairmanoftheAlabamaBankersAssociationandamemberoftheAuburn

UniversityBusinessAdvisoryCouncil.Mr.Dumashasvaluableknowledgefromhis47yearsof

service in the banking industry,including serving as a director of the Bank since 1997.

Jeffrey J. Evans

2026

PresidentandChiefExecutiveOfficerofbothEvansRealty,apropertymanagementcompany

specializinginmulti-familyapartmentcommunities,andJ&LContractors,acommercial

construction company.Mr.Evans hasserved in theseroles since2021 and1998, respectively.Mr.

Evans is 56.

Mr. Evans brings a variety ofexecutive decision-making and riskassessment skills from over 30years

of experience inproperty management andconstruction in the Company’smarkets.His background

is especially importantgiven the compositionof our loanportfolio, much ofwhich is realestate driven.

William F.Ham, Jr.

2004

FormerMayorofCityofAuburnfrom1998to2018;ownerofVarsityEnterprises,acompany

providing coin laundry services, since 1977.Mr. Ham is 72.

Mr. Ham brings awealth of business-buildingskills and communityknowledge to theBoard as aresult

of his experience as an entrepreneur and asthe former Mayor of City ofAuburn.He also has valuable

knowledge through his service as a director of the Bank since 1993.

David A. Hedges

2022

President and Chief Executive Officer of theCompany and the Bank since January 1, 2023; formerly

Executive VicePresident and Chief FinancialOfficer of the Companyand the Bank since December

2015; and various other positions with the Company and Bank since 2006.Mr. Hedges is 47.

Mr. Hedges brings valuable knowledgeand insight to the Board as a result of his service as President

and CEO ofthe Company andthe Bank andhis prior serviceas ExecutiveVicePresident and Chief

Financial Officerof theCompany andthe Bank.Mr.Hedges currentlyserves onthe East Alabama

Medical CenterFoundation Boardof Directors,Auburn Chamberof CommerceBoard of Directors,

andontheAmericanBankersAssociationCommunityBankersCouncil.Priortojoiningthe

Company,Mr. Hedgesworked at KPMGLLP in theirfinancial services auditpractice from 2002to

2006.

9

Name, Principal Occupation, Business Experience, Age, Directorshipsand Qualifications

Director

Since

David E. Housel

2004

DirectorofAthleticsEmeritusatAuburnUniversitysinceJanuary2006;DirectorofAthleticsat

Auburn University from 1994 to January 2006. He was employed by Auburn University from 1970 to

2006.Mr. Housel is 79.

Mr.Houselbringsvaluablebusiness,publicrelations,andstrategicplanningskillstotheBoard

throughhispreviousexperiencemanagingamajorcollegiateathleticprogramwithnumerous

employeesandsupervisingmulti-milliondollarbudgets.Healsopossessesbankingknowledge

through his service as a director of the Bank since 1997.

Michael A. Lawler

2024

FounderandChiefExecutiveOfficerofFullsteamHoldingsLLC(“Fullsteam”)sinceApril2018;

formerly President –Strategic Markets Groupand executive officerfor Heartland Payment Systems,

Inc. from 2012 until its sale toGlobal Payment System Inc. in 2016. After the sale,Mr. Lawler briefly

retired before discussions that led to the formation of Fullsteam.Mr. Lawler is 63.

Mr.Lawlerhasexecutivedecision-making,strategicplanning,andbusiness-buildingskillsasthe

founder and Chief Executive Officer of Fullsteam and previously as an executive officer of Heartland

PaymentSystems.He alsopossesses valuableinsight regardingthe intersectionof technologyand

payments for a variety of small business industry verticals and as a vendor to banks.

Anne M. May

1990

Retired Partner,Machen & McChesney,LLP,an accounting firmlocated in Auburn, Alabama,from

1983 to 2018.Ms. May is 75.

Ms.Mayhasvaluableriskmanagementskills,publicaccountingknowledgeandexpertisein

compensationand taxcompliance asa partnerand formermanagingpartner fora localaccounting

firm.She also possesses extensivebanking knowledge throughher service as adirector of theBank

since 1982.

Sandra J. Spencer

2024

RetiredfromAuburnUniversity;wheresheservedasDirectorfortheAlabama4-HYouth

Development and Conference Center in Columbiana, Alabama from 2000 to 2014. Ms. Spencer is66.

Ms. Spencer hasvaluable business insights andexpertise from over 25years working in thehospitality

industry.She alsopossesses awealth ofcommunity knowledgefrom herservice anddedication to

local philanthropicefforts, includingChapter A, P.E.O.,a philanthropic organizationfocused on the

education and advancement of women.

10

CORPORATE GOVERNANCE

Board Leadership Structure

Robert W.Dumas servesas Chairmanof theCompany andthe Bank,and previouslywas Chairman,President and

CEO of the Company and the Bank through December 31, 2022.

The Board of Directors does not have a policy with respect to the separation of the offices of Chairman and the Chief

Executive Officer. The Board believes that it is in the best interests of the Company and our shareholders to retain the

flexibility to combine or separate these functions.

Althoughcurrentlyseparated,theBoardbelievesthatcombiningthepositionsofChairmanandChiefExecutive

Officerwould notadversely affectthe Board’sindependence. TheCompany’sBoard iscomprisedof 12directors.

NinedirectorshavebeendeterminedtobeindependentunderNasdaq’slistingstandards.Ourtwomanagement

directors andMr.Evans arethe onlynon-independent directors.Our corporategovernance guidelinesprovide that

the independent directors will meet at least semi-annually in executivesession without management present.

AnneM.May isformallyidentifiedastheleadindependentdirector.Theleadindependentdirectorhasbroad

responsibility and authority,including to:

●

Preside at all meetings of the Boardat which the Chairman is notpresent, including executive sessions of the

independent directors;

●

Call meetings of independent directors; and

●

Serve as the principal liaison between the Chairman and the independentdirectors.

TheCompanybelievestheforegoingstructure,combinedwiththeCompany’sothergovernancepoliciesand

procedures,provideappropriateoversight,discussionandevaluationofdecisionsanddirectionfromthe Boardof

Directors.

11

Board’s Role in Risk Oversight

TheBoardofDirectorsmaintainsoversightresponsibilityofthemanagementoftheCompany’srisks.Risk

managementincludesunderstandingtheriskstotheCompany,theactionsneededtomanagethoserisks,and

determiningacceptablelevelsofriskfortheCompany.ThefullBoardofDirectorsreviewsenterpriserisk

managementthrough orwith theCompany’sandthe Bank’sBoardcommitteesandmanagementcommittees, and

with management.

WhiletheBoardofDirectorsmaintainstheultimateoversightresponsibilityforriskmanagement,thefollowing

committees have these responsibilities for risk management oversight:

•

The Compensation Committee evaluates,with our seniorofficers, risks posed byour compensation programs

andseekstoavoidcompensationthatmaypromoteunnecessaryorexcessiverisks,andwhichdoesnot

rewardperformanceinconsistentwithapplicablelaws.TheCompensationCommittee’sroleandits

relationshipwiththeBoardaremorefullydescribedunder“CommitteesoftheBoard–Compensation

Committee.”

•

TheAuditCommitteeoverseesrisksrelatedtoourfinancialstatements,ourcompliancewithlegaland

regulatory requirements,including transactionswith insidersand affiliates,our financialreporting process

and system ofinternal controls.The AuditCommittee alsoappoints andevaluates the performanceof our

independentauditorsandourinternalauditingdepartment.TheAuditCommitteeperiodicallymeets

privately in separateexecutive sessions withmanagement, our internal auditdepartment, and theindependent

auditors.The AuditCommittee’srole andits relationshipwith theBoard aremore fullydescribed under

“Committees of the Board – Audit Committee.”

While each of these committees is responsible for evaluatingand overseeing the management of these risks, theentire

BoardofDirectorsisinformedthroughcommitteereportsaboutsuchrisks.Inaddition,eachoftheCompany’s

directors serves on the Bank’s Board of Directors.We believe that Board committees that report at the Bank level are

critical totheCompany’srisk managementprocesses.Thesecommitteesincludethe Director’sLoanCommittee,

Asset/LiabilityCommittee,InformationTechnology/InformationSecurity(“IT/IS”)SteeringCommittee,and

OperationsandBankSecrecyAct(“BSA”)Committee.Thesecommitteeseachplayaroleinmonitoringthe

followingriskstotheBankandCompany:credit,liquidity,interestrate,anti-moneylaunderingandsanctions

compliance,generalcompliance,andoperational,reputationalandinformationtechnologyandsystemssecurity,

including cybersecurity risks.

Director Nominating Process

The Nominatingand CorporateGovernanceCommittee, inconsultationwith theChairmanof theBoard, monitors

existing director qualificationsand periodically examinesthe composition ofthe Company’sBoard of Directorsand

determines whether the Board of Directors would better serve its purposes with the addition of one or more directors.

This assessment includes, among other relevantfactors, in the context ofthe perceived needs ofthe Board at that time,

including experience and relevant knowledge, reputation, judgment, diversityand skills.

If theNominating andCorporate GovernanceCommittee determinesthat addinga newdirector isadvisable orif a

vacancy on the Boardarises or isexpected, the Nominating andCorporate Governance Committee initiatesthe search,

and collaborates withthe other directorsand management.This Committee mayretain a searchfirm to assistin the

search,if theCommitteedeterminesthis isnecessaryor appropriate.The NominatingandCorporateGovernance

Committee will consider all appropriate candidates proposed bymanagement, directors and shareholders.

12

Informationregardingpotentialcandidatesis presentedtotheNominatingandCorporateGovernanceCommittee,

which then evaluates the candidates based on the needs of the Board of Directors at that time. Nominees for directors

areconsideredonthebasisofvariousfactors,includingtheircharacter,experience,skills,andknowledgeofour

communities. Weseek a Board of Directorswith a majority of independentdirectors with a range ofcomplementary

experiencesandperspectives,includingpersonswiththeexpertiseandqualificationsrequiredbyourAuditand

Compensation Committees.Potential candidatesare evaluatedaccording tothe samecriteria, regardlessof whether

the candidatewas recommendedby theNominating andCorporate GovernanceCommittee, ashareholder,another

director,management oranother thirdparty.The Nominatingand CorporateGovernance Committeethen meetsto

considerthecandidate(s)andrecommendscandidate(s)tothefullBoardofDirectorsforapprovaland

recommendation to the shareholders as nominees for director.

The director nomination processis designed sothat the Boardconsiders members with diversebackgrounds, including

race,ethnicity,gender,education,skillsandexperience,withafocusonappropriatefinancialandotherexpertise

relevanttotheCompany’sbusinessandknowledgeofthecommunitiesweserve.Thenominationprocessalso

considersissuesofjudgment,independence,conflictsofinterest,integrity,ethicsandcommitmenttothegoalof

maximizingshareholdervalue.TheBoardandtheNominatingandCorporateGovernanceCommittee’sgoalwith

regard to the consideration of diversity in identifying director nominees is to assemble a group of directors with deep,

varied experiences and perspectives, sound judgment and commitment tothe Company’s success.

Shareholder Nominations

Subject to the requirements ofthe Company’s Certificate of Incorporation and Amended andRestated Bylaws, as well

as any requirements of lawor regulation, any shareholder entitled tovote for the election ofdirectors may recommend

a directornominee. TheNominating andCorporate GovernanceCommittee willconsider shareholdernominees as

described under “DirectorNominating Process”immediately above, butin theabsence of anyshareholder nominations

historically,currently hasno formalpolicy.Advance noticeof suchproposed nominationmust bereceived bythe

Secretary of the Company not less than 21 days nor more than 60 days prior toany meeting of the shareholders called

for the election of directors.Nominations should be submitted in writing to the Secretary of the Company specifying

thenominee’snameand otherrequiredinformationset forthin theCompany’sBylaws.No shareholdernominee

recommendations have been receivedwith respect to the AnnualMeeting, and no third-partysearch firms were used

in 2025 to identify director candidates.

Code of Conduct and Ethics

The Board of Directors has adopted a Code of Conduct and Ethics applicable to all Company’s directors, officers and

employees.TheCodeofConductandEthics,aswellasthechartersfortheAuditCommittee,Compensation

Committee, andthe Nominatingand CorporateGovernance Committee,can befound by clickingthe heading“Our

Story” on the Company’s website,

www.auburnbank.com

, and then clicking on“Investor Relations” and then clicking

on“Governance–GovernanceDocuments.”TheCompanypostsanyamendmentstoorwaiversofitsCodeof

Conduct andEthics atthis locationon theCompany’swebsite.Any shareholdermay makea writtenrequest fora

copyoftheCompany’sCodeofConductortheAuditCommittee,CompensationCommittee,orNominatingand

CorporateGovernanceCommitteecharterstoAuburnNationalBancorporation,Inc.,100N.GayStreet,Auburn,

Alabama 36830, Attention: MarlaKickliter, SeniorVice President ofCompliance and Internal Audit.Requests may

also be made via telephoneby contacting Ms. Kickliter orTamela Seymour, Chief Human Resources Officer, at (334)

821-9200.As additional corporategovernance standards areadopted, they willbe disclosed onan ongoing basis on

the Company’s website.

13

Insider Trading Policy

The

Company

anInsiderTradingPolicywhichisreviewedandupdatedatleastannually.TheInsider

Trading Policyis included asExhibit 19.1 toour 2025 AnnualReport on SECForm 10-K filedwith the SEC.This

Policy covers Company andBank directors, officers, andemployees, and certain of theirfamily members, as well as

consultants orindependent contractors,whose businessrelationship withthe Companyprovides accessto “material

nonpublic information” regarding the Company orthird parties acquired as a result of their services to the Company.

All Covered Persons are prohibitedfrom engaging in transactions, including purchasesand sales in, and gifts of, any

(i)CompanySecuritywhilein inpossessionofMaterialNonpublicInformationaboutthe Companyregardlessof

whether the Company’s Trading Window is openor closed, or(ii) third partysecurities while inpossession of Material

NonpublicInformationaboutsuchissuerthathasbeenobtainedbyreasonoftheperson’semploymentby,or

associationwith,theCompany.Nosuch“coveredperson”mayengageintransactionswithrespecttoCompany

securities ofa speculativenature atany time.Such personsare atall timesprohibited fromshort-selling Company

securities or engagingin transactions involvingCompany Derivative Securities.This prohibition includestrading in

Company-based put options and otheroptions contracts, including straddles, swaps,short sales and thelike, excluding

the exercise of options and other equity awards or Company DerivativeSecurities, if any, grantedto covered persons

by the Company as incentive compensation.

This Policy also requires prior notice to and approvalof the Company before entering into, modifying orterminating

a Rule10b5-1 plan,Non-Rule 10b5-1plan, orother tradingplan.Covered personsare responsiblefor determining

that they are not in possession of,and do not have access to,material nonpublic information, and for verifying that the

Company has not imposed anyrestrictions on their ability to engagein trades when taking action withrespect to any

tradesorentering into,modifyingandterminatingany Rule10b5-1,Non-Rule10b5-1or othertradingplan.The

Insider TradingPolicy includesa policythat anyCompany issuancesor repurchasesof Companysecurities willbe

reasonably designed to promote compliance with (i) theNasdaq listing standards applicable to the Company,and (ii)

any insider trading laws that are applicable to the Company in connection tosuch transactions.

Shareholder Communications

Shareholders whowish to communicatewith theBoard, orany individualdirector or groupof directors,may doso

by sending written communications addressed to: Board of Directors of Auburn National Bancorporation, Inc., c/o C.

WayneAlderman,Secretary,AuburnNationalBancorporation,Inc.,100N.GayStreet,P.O.Box3110,Auburn,

Alabama, 36831-3110.All information will becompiled by the Secretaryof the Company andsubmitted to the Board

of Directors or each applicable director at the next regular meeting ofthe Board of Directors.

Meetings of the Board of Directors

TheBoardsofDirectorsoftheCompanyandtheBank,as wellasthecommitteesoftheCompany’sandBank’s

Boards of Directors,generally hold meetings onthe same day.The Company’sBoard of Directors held12 meetings

during 2025.All directors attended at least75% of the aggregate ofall meetings of the Company’s Board ofDirectors

andeachcommitteeonwhichtheyserved.CompanydirectorsareencouragedtoattendtheCompany’sannual

meetings of shareholders, and all company directors attended the 2025 AnnualMeeting of Shareholders.

14

Committees of the Board of Directors

InaccordancewiththeCompany’sCorporateGovernanceGuidelinesorBylaws,theCompany’sBoardhas

established the committees described below.As of March 23, 2026, the members of each committeeare identified in

the chart below.The Company expectsto assign Mr.Evans, who was recentlyelected director,to committees of the

Company and the Bank following the forthcoming Annual Meeting.

Director Name

Audit

Compensation

Nominating &

Corporate

Governance

Executive

Alderman

✓

✓

Andrus

✓

(C)

✓

✓

(C)

Barrett

✓

✓

✓

Conn, Jr.

✓

✓

Dumas

✓

(C)

Ham, Jr.

✓

Hedges

✓

Housel

✓

✓

Lawler

✓

May

✓

✓

(C)

✓

✓

Spencer

✓

(C)Chairman

Audit Committee

TheAuditCommitteehastheresponsibilitiessetforthintheAuditCommitteeCharter,includingreviewingthe

Company’sfinancial statements,evaluating internalaccounting controls,reviewing reports ofregulatory authorities

and determiningthat allaudits andexaminations requiredby laware performed.It appointsindependentauditors,

reviewsandapprovestheirauditplanandreviewswiththeindependentauditorstheresultsoftheauditand

management’sresponse thereto.The AuditCommittee alsoreviews theadequacy ofthe internalaudit budgetand

personnel, the internal audit planand schedule, and results of audits performedby the internal audit staff.The Audit

Committeeisresponsibleforoverseeingtheentireauditfunctionandappraisingtheeffectivenessofinternaland

external audit efforts.The Audit Committeealso coordinates withour CompensationCommittee in theevent of any

restatementofourfinancialstatementsthatwouldrequireaclawbackofpreviouslypaidcompensationunderour

ErroneouslyAwardedExecutiveIncentive-BasedCompensationRecoveryPolicy.AllmembersoftheAudit

Committee are “independent directors,”as defined inthe Nasdaq governance rules,and meet theindependence criteria

set forth inSEC Rule 10A-3(b)(1) andthe Nasdaq governancerule, andalso the Nasdaqand SEC financialliteracy

requirements.Theauditcommitteehastheauthoritytoengageindependentcounselandotheradvisers,asit

determines necessaryto performits duties.This committeeheld 13meetings in2025.The Boardof Directorshas

determined that C.WayneAlderman, TerryW.Andrus, and WaltonT.Conn, Jr.,members of the AuditCommittee,

are “audit committee financial experts,” as defined by SEC rules.

15

Compensation Committee

The Compensation CommitteeCharter authorizes theCompensation Committee toreview,recommend and approve

the compensation ofthe Chief ExecutiveOfficer,other executive officersand other keyemployees of theCompany

and the Bank;evaluate theCompany's incentive compensationplans, includingany equity compensationplans; and

select, interview and make hiringrecommendations to the Board forthe Chief Executive Officer position.In addition,

the Committeeapproves changesto anyCompany personnelpolicy manualsor handbooks,and annuallyevaluates

director compensation.This Committee administersthe Company’s2024 Equity andIncentive Compensation Plan,

and, in coordination with the Audit Committee, makesdeterminations in the event of any restatement of our financial

statements that would require aclawback of previously paid compensation underour Erroneously Awarded Executive

Incentive-BasedCompensationRecoveryPolicy.Although ithas notdoneso, theCompensationCommitteemay

delegate authority to subcommittees consisting of one or more members, as it deems appropriate.The Compensation

Committee mayengage itsown legalcounsel andcompensation consultants,funded bythe Company.All current

members of the Compensation Committeeare “independent directors” as defined inthe Nasdaq listing standards. This

committee held eight meetings in 2025.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee Charter purpose isto identify individuals qualified to become

members of the Company’s Board of Directors andrecommend to the Board anydirector nominees.The Nominating

and CorporateGovernance Committeeconsiders allappropriate candidatesproposed bymanagement, directorsand

shareholders.TheCommitteewillconsiderallshareholdernomineesthataresubmittedinaccordancewiththe

procedures describedin theShareholder Nominationssection inthis ProxyStatement.This committeealso takesa

leadership role in shapingcorporate governance policies andpractices of theCompany, and changes to theCompany’s

andtheBank’sorganizationalandgoverningdocuments.TheresponsibilitiesanddutiesoftheNominatingand

CorporateGovernance Committeeare morefully setout inthe Nominatingand CorporateGovernance Committee

Charter.AllmembersoftheNominatingandCorporateGovernanceCommitteeare“independentdirectors”as

defined in theNasdaq listing standards.The Nominating andCorporate GovernanceCommittee held fourmeetings

in 2025.

Executive Committee

The Company’s Executive Committeeis authorized to act in the absence of the Board of Directors on certain matters

that require Board approval.This committee held one meeting during 2025.

16

Board Compensation

In2025,theChairmanreceived$2,200andeachdirectorreceived$1,100,respectively,foreachBoardmeeting

attended, which will be the same for 2026.When the Company and Bank boards meet on the same day,a fee is paid

for one board meetingonly.In addition, membersof the Audit Committeeand the CompensationCommittee of the

Company,which also serveas the members ofthe Audit Committeeand the CompensationCommittee of theBank,

respectively,receive anadditional feeof $250for eachcommittee meetingattended, whileeach Chairmanof these

committees receives $500 permeeting attended.Members of the Bank’s Loan Committee,Asset/Liability Committee

andIT/ISSteeringCommitteereceive$250foreachcommitteemeetingattended,whileeachChairmanofthese

committees receives $500 per meeting attended.In addition to fees for attending Board and Committee meetings, the

Chairmanreceives$600 permonth,andeach directorreceives$300 permonthin directorretainer fees.In 2025,

aggregate fees paid to Companyand Bank directors totaled approximately$301,750.The compensation of directors

may be changed from time to time by the Board of Directors upon recommendation of the Compensation Committee,

without shareholder approval.

ThefollowingtableprovidesinformationconcerningthecompensationoftheCompany’sdirectorsfor2025.

CompensationpaidtoDavidA.Hedgesforhisserviceasdirectorisreportedaspartofhiscompensationasan

employee and is reported in the Summary Compensation Tableon page 19.

Name

Fees Earned or Paid

in Cash

Total

C. Wayne Alderman

$

37,450

$

37,450

Terry W.Andrus

26,550

26,550

J. Tutt Barrett

30,700

30,700

Walton T.Conn, Jr. (1)

4,450

4,450

Laura Cooper (2)

9,900

9,900

Robert W.Dumas

43,850

43,850

William F.Ham, Jr.

26,300

26,300

David E. Housel

26,300

26,300

Michael A. Lawler

18,850

18,850

Anne M. May

25,050

25,050

Sandra J. Spencer

25,050

25,050

______________

(1)Walton T.Conn, Jr. was elected as a director on October 6, 2025.

(2)Laura Cooper resigned as a director on June 11, 2026.

TheCompanydidnotgrantanyequityorotherincentiveawardspursuanttothe2024EquityandIncentive

Compensation Plan or otherwise to directors in their capacity as such, andno such awards vested or were exercised in

2025 byany personin his orher capacityas adirector.See “ExecutiveCompensation” forstock awardsto named

e

xecutive officers.

17

PROPOSAL TWO: ADVISORY VOTE ONEXECUTIVE COMPENSATION

ThepurposeoftheCompany’scompensationpoliciesandproceduresistoattractandretainexperienced,highly

qualified executivesto promote ourlong-term successand shareholdervalue.The Board, uponrecommendation of

its Compensation Committee, believes our compensation policiesand procedures achieve this objective, andtherefore

recommends that shareholders vote “FOR” the say-on-pay proposalthrough approval of the following resolution:

“RESOLVED,thatthecompensationpaidtotheCompany’snamedexecutiveofficers,asdisclosedinthe

Company’sProxyStatementforthe2026AnnualMeetingofShareholderspursuanttothecompensation

disclosure rules of theSecurities and Exchange Commission,including the compensation tablesand any related

material disclosed in the Proxy Statement, is herebyAPPROVED.”

This say-on-pay proposalgives you as ashareholder the opportunityto endorse or notendorse the compensationwe

payto ournamed executiveofficers(identifiedbelow) byvotingto approveor notapprove suchcompensationas

described in this ProxyStatement. This vote isadvisory, which means that it isnot binding on theCompany, the Board

or theCompensation Committee.However,the Boardand the CompensationCommittee willconsider theoutcome

of the vote when considering future executive compensation arrangements.

In last year’s ProxyStatement for the 2025 AnnualMeeting, a similar advisory votewas requested by the Company.

The results of last year’s vote were as follows:

2025

Vote Count

Percent

For

1,429,238

96.1%

Against

42,206

2.8%

Abstain

16,242

1.1%

1,487,686

100.0%

The vote onthis resolution isnot intended toaddress any specificelement of compensation,but rather relatesto the

overall compensationof ournamed executiveofficers, asdescribed inthis ProxyStatement inaccordance withthe

compensationdisclosure rulesof theSEC. Weencourageyou toclosely reviewthe informationwe haveprovided

under the caption “Executive Compensation” below.

TheaffirmativevoteofamajorityofsharespresentinpersonorbyproxyattheMeetingisrequiredtoapprove

Proposal 2.

The Boardrecommendsyou vote“FOR” theapprovalof thisResolution relatedto thecompensationof the

Company’s named executive officers.

18

EXECUTIVE OFFICERS

ExecutiveofficersoftheCompanyandtheBankgenerallyareappointedannuallyatameetingoftherespective

Boards ofDirectorsof theCompanyandthe Bankin Januaryto serveforone-year termsanduntil successorsare

chosenandqualified.InadditiontoMr.Hedges,whosecompleteinformationisincludedunder“ProposalOne–

Election of Directors,” our other executive officers are:

Name

Information About Executive Officers

Shannon S. O’Donnell

Chief Risk Officer since April 2014 and Senior VicePresident of Credit

Administration since 2007; formerly VicePresident of Credit Administration

since 2001.Ms. O’Donnell is 56.

Robert L. Smith

Senior Vice President andChief Lending Officer of the Bank since April

2014; Vice President(Commercial and Consumer Lending) of the Bank since

2001; Mr. Smith is 57.

W. James Walker,IV

Senior Vice President andChief Financial Officer of the Company and the

Bank since January 2023; formerly Senior VicePresident and Chief

Accounting Officer of the Company and the Bank since 2015.Mr. Walkeris

57.

19

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table provides information concerningthe compensation of our named executive officersfor the years

ended 2025 and 2024.

Name and Principal Position

Year

Salary

Bonus

(3)

Stock

Awards

(4)

All Other

Compensation

(5)

Total

David A. Hedges

(1)

2025

$

350,002

$

70,000

$

15,587

$

54,056

$

489,645

President and Chief Executive

Officer of the Bank and the

Company

2024

312,000

36,000

—

45,222

393,222

Robert L. Smith

(2)

2025

250,501

43,838

11,931

10,778

317,048

Senior Vice President andChief

Lending Officer of the Bank

2024

238,571

34,000

—

10,205

282,776

W. JamesWalker,IV

(2)

2025

254,176

37,000

12,215

10,797

314,188

Senior Vice President andChief

Financial Officer of the Bank

and the Company

2024

244,400

27,000

—

10,438

281,838

______________

(1)Mr. Hedges received fees for his service as a director of the Company andthe Bank of $27,300 in 2025, and $25,300 in2024.

(2)Considered the two most highly compensatedexecutive officers other than theprincipal executive officer for the yearended

December 31, 2025.

(3)Represents cash incentive awardspaid to the Company’s executive officers.Bonuses that were earned in2024 and 2025 were

paid in 2025 and 2026, respectively.

(4)Stock award amounts represent thegrant date fair valueof restricted stock units (“RSU”)awards granted July 24,2025, which

were vestedonMarch10,2026.These awardsincludeddividend equivalentrightsthatwere paidinwhole sharesupon

vesting.The material terms of these grants are described below under 2025 Grants of Plan-Based Awards.”

(5)For 2025, includes compensation as described under “All Other Compensation” below.

20

All Other Compensation

All Other Compensation for 2025 in the Summary Compensation Tableabove consisted of:

Name

Insurance

Premiums

Company Contributions

to Retirement and

401(k) Plans

Total

Compensation

as Director

(1)

Total

David A. Hedges

$

14,845

$

11,911

$

27,300

$

54,056

Robert L. Smith

758

10,020

—

10,778

W. James Walker,IV

630

10,167

—

10,797

______________

(1)

Represents fees earned as an employee director of the Bank and Company.

2025Grants of Plan-Based Awards

The followingtable providesinformation regardingrestricted stockunit (“RSU”)awards grantedto theCompany’s

named executive officers on July 24, 2025 pursuant to the Company’s2024 Equity and Incentive Compensation Plan

(the “2024Plan”) andrelated AwardAgreements.All theseRSUs wereoutstanding atDecember 31,2025 andall

vested onMarch 10,2026, whenshares wereissued inrespect ofthe RSUsand relateddividend equivalentsnet of

shares withheld by the Company for taxes.

Name

Grant Date

All Other Stock Awards:

Number of Shares of

Stock or Units (#)

Grant Date Fair Value of

Stock Awards ($)

David A. Hedges

July 24, 2025

550

$

15,587

Robert L. Smith

July 24, 2025

421

11,931

W. James Walker,IV

July 24, 2025

431

12,215

TheseRSUs vestedon March10,2026 (the“VestingDate”),upon theAwardAgreement’stermsandconditions,

including continuedemployment withthe Companyon the VestingDate andpotential accelerationof vestingupon

certain events specified in the AwardAgreement.

ThevestingoftheRSUsandtheDividendEquivalentsmaybeaccelerateduponcertainevents,inthefollowing

amounts:

●

100% vesting on the Recipient’s deathor Disability.

●

Pro rata vesting to the Recipient’s date of Retirement where theRecipient has been employed for the number

of years specified in the RSU AwardAgreement.

●

The “Pro Rata Amount” where the Company terminates the Recipient without“Cause.”

●

Upon a Change in Control where the RSUs are not assumed by the Surviving Entity.

21

Except as provided above, upon a Recipient’sTermination of Employment,all RSUs and Dividend Equivalents not

previously vested shall terminate. Upon the Company’sTermination of Employmentfor Cause, the Compensation

Committee may demand the return of all Shares, cash and other property receivedin respect of RSUs or Dividend

Equivalents that vested during the period of conduct that was Cause of Terminationof Employment.

The AwardAgreement contains several restrictive covenants applicable to the Recipient:

●

Maintenance of the Company’s ConfidentialInformation in accordance with the Company’spolicies during

employment andfor two yearsthereafter,and the Recipientshall not discloseor use orpermit thirdparties

tousetheCompany’sConfidentialInformationorTradeSecrets,withouttheCompany’spriorwritten

consent.

●

While the Recipient is employed by the Company,and for one year thereafter, the Recipient shall not solicit

orrecruitanyProtectedEmployeetoterminateemploymentwiththeCompanyortoenterintoany

employment, agency or other relationship with a third party with whom the Recipientis affiliated.

●

While employedby theCompany andfor oneyear thereafter,the Recipientshall notsolicit anyCompany

Customer for Business Activities.

The AwardAgreement prohibitsthe pledge,assignment ortransfer ofRSUs (includingRSUs receivedas Dividend

Equivalents). The AwardAgreement is subject to the Company’s Insider TradingPolicy, which prohibits speculative

transactionsinCompanysecurities,includinganyinstrumentsorstrategies,includingDerivativeSecurities,to

increase the value or reduce of the risks of any Award.

2025Option Exercises and Stock Vested

The Company had no option exercises or stock awards that vested during 2025for the named executive officers.

22

Outstanding Equity Awardsat December 31, 2025

The followingtable providesinformationregarding RSUawards heldby theCompany’snamed executiveofficers

that were outstanding and unvested as of December 31, 2025.

Name

Number of Shares or Units

of Stock That Have Not

Vested (#)

Market Value of Shares or

Units of Stock That Have

Not Vested ($)

David A. Hedges

550

$

14,823

Robert L. Smith

421

11,346

W. James Walker,IV

431

11,615

Equity Compensation Plan Information

The following table provides information as of December 31, 2025 with respect to shares of the Company’scommon

stock that may be issuedunder the Company’sequity compensation plans approvedby shareholders.There were no

shares issued under equity compensation plans not approved byshareholders.

Plan Category

Number of Securities to be

Issued Upon Exercise of

Outstanding Options,

Warrants and Rights

Weighted-Average Exercise

Price of Outstanding Options,

Warrants and Rights

Number of Securities

Remaining Available for

Future Issuance Under Equity

Compensation Plans

(Excluding Outstanding

Awards)

Equity compensation

1

plans approved by

shareholders

3,030

n/a

346,970

Total

3,030

n/a

346,970

Pension Benefits and Nonqualified Deferred Compensation

TheCompanydoesnotofferanypensionornonqualifieddeferredcompensationbenefitstoitsnamedexecutive

officers.

23

______________

24

25

POTENTIAL PAYMENTSUPON TERMINATIONOR CHANGE IN CONTROL

The Company does not have any severance or change in control agreements with any of its named executive officers.

STOCK OWNERSHIP BY CERTAINPERSONS

The followingtable setsforth the numberand the percentageof shares ofthe Company’sCommon Stockthat were

beneficially owned, as of the RecordDate, by (1) each of ourdirectors and each of our namedexecutive officers, (2)

all of our directors and executiveofficers as a group, and(3) each person known to usto beneficially own more than

5% of any class of ourvoting common stock.Other than as set forth below,no “persons” (as that term is definedby

theSEC)areknownbytheCompanytobethebeneficialownersofmorethan5%oftheCommonStock,the

Company’s only class of votingsecurities, as of the Record Date.

Name of Beneficial Owner

(1)

Number of Shares

(2)

Percent of Class

All Directors and Named Executive Officers:

C. Wayne Alderman

5,116

*

Terry W.Andrus

4,045

*

J. Tutt Barrett

(3)

17,860

*

Walton T.Conn, Jr.

2,800

*

Robert W.Dumas

44,745

1.28%

Jeffrey J. Evans

150

*

William F.Ham, Jr.

(4)

5,273

*

David E. Housel

9,055

*

Anne M. May

(5)-(8)

288,885

8.26%

Michael A. Lawler

3,000

*

Sandra J. Spencer

(9)-(12)

258,214

7.39%

David A. Hedges

13,401

*

Robert L. Smith

714

*

W. James Walker,IV

742

*

All Directors and Executive Officers as a Group (15

persons)

(13)

654,525

18.72%

Persons known to Company who own more than 5% of

outstanding shares of Company Common Stock:

B. Steven Spencer

(14)-(16)

251,136

7.18%

Emil F. Wright,Jr.

(17)-(19)

334,164

9.56%

_____________

*Less than 1%

(1)

Unless specified below,each director’s,named executive officer’s, andpersons known to the Companywho own more than

5% ofoutstanding sharesof CompanyCommon Stock’sbusiness addressis c/oAuburnBank, 100N. GayStreet, Auburn,

Alabama 36830.

26

(2)

Information relatingto beneficialownership ofCommon Stockby theindividuals namedin theabove tableis basedupon

information furnished by the respective individuals using “beneficial ownership” concepts set forth in rules of the SEC under

the SecuritiesExchange Actof 1934,as amended.Under suchrules, aperson isdeemed tobe a“beneficial owner”of a

security if that person has or shares “voting power,” which includes the power to vote or direct the voting of such security, or

“investment power,” whichincludes the power to disposeof or to direct thedisposition of such security.The person is also

deemed to bea beneficial ownerof anysecurity of whichthat person hasa rightto acquire beneficialownership within60

days.Under such rules, morethan one person maybe deemed to bea beneficial owner ofthe same securities, anda person

maybedeemedtobeabeneficialownerofsecuritiesastowhichheorshemaydisclaimanybeneficialownership.

Accordingly,directorsand namedexecutive officersmay benamedas beneficialowners ofshares astowhich theymay

disclaim anybeneficial interest.Except asindicated inother notesto thistable describingspecial relationshipswith other

persons andspecifying sharedvoting orinvestment power,directors andnamed executiveofficers possesssole votingand

investment power withrespect to allshares of CommonStock set forthopposite their names.Shares have beenrounded to

whole shares.

(3)

Includes 8,744 shares held by Mr. Barrett’s wife, as to which Mr.Barrett disclaims beneficial ownership.

(4)

Includes 300shares heldby Mr.Ham’swife, asto whichMr.Ham maybe deemedto haveshared votingand investment

power.

(5)

Includes 33,311 shares held individually by Ms. May.

(6)

Includes 11,672shares held by Ms.May pursuant toa durable power ofattorney on behalfof Edward L.Spencer, III,as to

which Ms. May disclaims beneficial ownership.

(7)

Includes 243,902 shares held by Ms. May as Trustee ofthe Spencer 2008 Exempt Trust FBO Edward L. Spencer,III and the

Spencer Family Non-Exempt Trust FBO Edward L. Spencer, III as to which Ms. May disclaims beneficial ownership.

(8)

Includes 11,672shares heldby Ms.May pursuantto adurable powerof attorneyon behalfof EdwardL. Spencer,III, and

1,320 of the 3,960shares held by SpencerLLC where Edward L.Spencer, III isa one-third member andwhich are covered

by the power of attorney.Ms. May disclaims beneficial ownership in all such shares.

(9)

Includes 243,903shares heldby Ms.Spencer asTrustee ofthe SpencerFamily Non-ExemptTrust FBOSandra J.Spencer

and as Trustee of the Spencer 2008 Exempt Trust FBO Sandra J. Spencer.

(10)

Includes 10,272 shares held individually by Ms. Spencer.

(11)

Includes 1,320 of the3,960 shares held bySpencer LLC where Ms.Spencer is the managingmember and a one-thirdmember.

Ms. Spencer disclaims beneficial ownership of 2,640 shares held beneficially by the other two members of Spencer LLC.

(12)

Includes 79 sharesowned by Ms. Spencer’shusband, individually,as to whichMs. Spencer maybe deemed tohave shared

voting and dispositive power.

(13)

Includes all 3,960 shares heldby Spencer LLC where Ms.Spencer is the managing member.To eliminatedouble counting,

the totalexcludes 1,320shares heldin SpencerLLC inrespect ofMr.Edward L.Spencer's one-thirdmembership interest,

where Ms. May holds a durable a durable power of attorney on behalf of Edward L. Spencer III.

(14)

Includes 243,902 sharesheld by Mr.Spencer as Trusteeof the Spencer 2008Exempt Trust FBOBruce Steven Spencerand

as Trustee of 2008 Exempt Trust FBO Bruce Steven Spencer.

(15)

Includes 5,914 shares held individually by Mr. Spencer.

(16)

Includes 1,320 ofthe 3,960 shares heldby Spencer LLCwhere Mr.Spencer is aone-third member.Mr. Spencerdisclaims

beneficial ownership of 2,640 shares held beneficially by the other two members of Spencer LLC.

(17)

Includes 58,978 sharesheld by Dr. Wright’s wife, asto which Dr.Wright may bedeemed to haveshared voting andinvestment

power.

(18)

Excludes 57,820 sharesheld by Ferrocene,LP, a family limited partnership whereDr. Wright and his wifeare general partners

with voting anddispositive power,but where thelimited partners beneficiallyown 57,820 shares(95% of thepartnership’s

total interests), as to which Dr. Wright disclaims any economic interest.

27

(19)

Excludes 500 sharesheld by ComitasFoundation, Inc., a501(c)(3) private foundation,whose executiveofficers are Dr. Wright

and his wife.Dr. Wright disclaims any economic interest in such shares.

CERTAINTRANSACTIONS AND BUSINESS RELATIONSHIPS

VariousCompany andBank directors,officers, andtheir affiliates,including corporationsand firmswhere theyare

directors or officers or where theyand/or their families have anownership interest, are customers of theCompany and

the Bank.These persons,corporations, andfirms havehad transactionsin theordinary courseof businesswith the

CompanyandtheBank,includingborrowings,allofwhichmanagementbelieveswereonsubstantiallythesame

terms,includinginterestratesandcollateral,asthoseprevailingatthetimeforcomparabletransactionswith

unaffiliatedpersonsanddidnotinvolvemorethanthenormalriskofcollectabilityorpresentotherunfavorable

features. Such transactionsare subject toreview and approvalas and to theextent provided inour Audit Committee

Charter. TheCompany and the Bankexpect to have suchtransactions, under similarconditions, with theirdirectors,

officers, and affiliates in the future.

Federal Reserve Regulation O requires loans made to executive officers and directorsto be made on substantially the

sameterms,includinginterestratesandcollateral,andfollowingcredit-underwritingprocedures,thatarenoless

stringent thanthose prevailingat thetime forcomparable transactionsby theBank withother persons.Such loans

also may not involve more than the normal risk of repayment orpresent other unfavorable features.Additionally, no

eventof defaultmay haveoccurred(that is,such loansare notdisclosedas non-accrual,past due,restructured,or

potential problems).Regulation O requires the Board ofDirectors to review any loanto a director or hisor her related

interests that has become criticized and whether such classification affects such director’s independence.In addition,

the Audit CommitteeCharter provides thatthe Audit Committeewill reviewand approve allrelated-party transactions.

Thisincludesareviewofthe Company’scompliancewith applicablebankinglaws,including,withoutlimitation,

those banking laws and regulations concerning loans to insiders.

Mr.Evans servesas anexecutive officerof J& LContractors (“J& L”).During 2025,and priorto hiselection as

director of theCompany and the Bankon March 26, 2026,J & L constructedbuild-outs of commonarea and leased

tenant space at the Bank’s headquartersfacility, the AuburnBank Center,which opened in June 2022.

The Bankhas contractedwith afull-service commercialreal estatefirm basedin Birmingham,Alabama thatis not

affiliated with the Companyor Mr. Evans(the “Property Manager”),to serve as leasing agentand property manager

for the AuburnBankCenter. TheAuburnBank Center,has approximately 46,000square feet of ClassA office space

and approximately5,000 squarefeet ofretail spaceavailable tothird-party tenants,of whichapproximately 32,000

square feet is currently leased and occupied.

In itscapacity as landlord,the Bankis aparty to theconstruction contracts withJ &L; however, the Bankhas delegated

constructionadministrationresponsibilitiestothePropertyManager,includingoversightoftenantimprovements,

contractor coordination, and approval and processing of contractor payments.

The Bank reimburses the Property Manager for constructioncosts related to common areas and to the extenta tenant

improvement allowance is provided under the applicable lease agreements.Construction costs for the leased space in

excessofthetenantimprovementallowancearereimbursedbythetenant.Tenantimprovementallowancesare

generally capitalized by the Bank and amortized over the life of the relatedlease.

The aggregateamount paidto J &L underconstruction contractswith theBank wasapproximately $1.4million in

2025. The Bank, as landlord,retains approval rights overthe selection of contractorsfor tenant spaces; however,the

Bank believesthat the termsof the engagementwith J &L, including pricing,were consistent withthose that could

have been obtained in comparable arm’s-length transactions.

These transactions were enteredinto prior to Mr.Evans’ election as director ofthe Company and the Bankand were

not subject tothe Company’s related person transaction approvalpolicy at thosetimes.Following Mr. Evans’ election

as director, any future transactions with J & L will be subject tosuch policy.

28

Other than the transactions disclosed above, noneof the directors or executive officers ofthe Company, owners of 5%

or more ofthe Company’soutstanding stock, ortheir immediate familymembers, had adirect or indirectinterest in

any transactioninvolving theCompany during 2026or 2025,served asan executiveofficer of,or owns,or during

2026or 2025owned, of record or beneficially,greater than 10% equity interest in any business or professional entity

that has made or received paymentsduring 2026or 2025, or has acurrently proposed transaction, where the Company

is to be participant, where the amount involved exceeds $120,000.

COMPLIANCE WITH SECTION 16(A)

OF THE

SECURITIES EXCHANGE ACT OF 1934

The Companyis subjectto Section16(a) ofthe SecuritiesExchangeAct of1934,as amended,which requiresthe

Company’sexecutiveofficersanddirectors,andpersonswhoownmorethan10%ofaregisteredclassofthe

Company’s equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange

Commission.Officers, directorsand greater-than-10%shareholders arerequired bySEC regulationsto furnishthe

Company with copies of all Section 16(a) forms they file.

Delinquent Section 16(a) Reports

Based solely on its reviewof the copies ofCommission Forms 3, 4 and5 furnished to the Companyduring and with

respect to 2025, and information provided by the Company’sSection 16 reporting persons, or written representations

thatnoForms5wererequired,theCompanybelievesthatallSection16(a)filingrequirementsapplicabletothe

Company’s andthe Bank’s executiveofficers, directors and greater-than-10%beneficial owners were complied with

during 2025,other thanone latefiling byMr.TuttBarrett relatedto sharesinherited byhis spouse,as towhich he

disclaimed beneficial ownership.These shares were reported on Commission Form 5 on February 17, 2026.

AUDIT COMMITTEE REPORT

Management is responsible for the Company’sinternal controls and the financial reportingprocess.The Company’s

independentregisteredaccountantsareresponsibleforperforminganindependentauditoftheCompany’s

consolidatedfinancialstatementsinaccordancewiththestandardsofthePublicCompanyAccountingOversight

Board (“PCAOB”) andissuing a report thereon.The Audit Committee’s responsibility isto monitor and overseethese

processes.Inthiscontext,wehavemetandhelddiscussionswithmanagementandtheindependentregistered

accountants.We have reviewed and discussed the Company’s audited consolidatedfinancial statements for the fiscal

year ended December31, 2025, with managementand the independent registeredaccountants. This reviewincluded

discussions with the Company’s independent registeredaccountants of matters required to be discussed by PCAOB’s

AS 1301, Communications with Audit Committees and the SEC.

The Company’sindependent registeredaccountants haveprovided usthe writtendisclosures andthe letterrequired

by PCAOBProfessionalStandardsRule 3526,Communicationwith AuditCommittees ConcerningIndependence,

and we discussed with the independent registered accountants that firm’sindependence.

Baseduponourdiscussionswithmanagementandtheindependentregisteredaccountantsandourreviewofthe

representations of management andthe report of theindependent registered accountants tothe Audit Committee, we

recommendedtotheBoardofDirectorsthattheauditedconsolidatedfinancialstatementsbeincludedinthe

Company’s Annual Reporton Form 10-K for the fiscal year ended December 31, 2025.

Terry W.Andrus

C. Wayne Alderman

J. Tutt Barrett

Walton T.Conn, Jr.

William F.Ham, Jr.

David E. Housel

Anne M. May

29

PROPOSAL THREE: RATIFICATIONOF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

Appointment of Independent Registered Public AccountingFirm

The Audit Committeeof the Boardof the Companyhas approved theappointment of ElliottDavis, LLC toserve as

theCompany’sindependentregisteredpublicaccountingfirmfortheCompanyforthe yearendingDecember 31,

2026. TheAudit Committeeconsidered thebackground, expertiseand experienceof theaudit teamassigned tothe

Company and various otherrelevant matters, including theproposed fees foraudit services.A representative ofElliott

Davis will be present at the Meeting and will be giventhe opportunity to make a statement on behalf of the firm, and

will also beavailable torespond toappropriate questionsfrom shareholders.If the shareholdersshould failto ratify

theappointmentoftheindependentregisteredpublicaccountingfirm,theAuditCommitteewillreconsiderthe

appointment.

Independent Public Accountants

The fees billed by the Company’sindependent registered public accounting firmrelating to the 2025 and 2024fiscal

years were as follows:

2025

2024

Audit Fees

(1)

$

185,272

$

175,000

Audit-Related Fees

(2)

10,000

17,200

Total

$

195,272

$

192,200

____________________

(1)Includes the aggregatefees billed byElliott Davis forprofessional services renderedfor the auditof the Company’sannual

financial statements, review ofunaudited financial statements includedin the Company’s Forms 10-Qfiled during fiscal years

2025and 2024 andservices normally providedfor statutory andregulatory filings orengagements for the fiscalyears 2025

and 2024.

(2)Includes the aggregate fees billedby Elliott Davis for professional servicesrendered for certain agreed uponprocedures and

other audit and attestation reports related to compliance matters during fiscal years 2025 and 2024.

Audit Committee Review

The Company’s Audit Committee has reviewed the services rendered and thefees billed by Elliott Davis for thefiscal

year ended December31, 2025.The Audit Committeehas determined thatthe services renderedand the fees billed

last year thatwere not relatedto the auditof the Company’s financial statementsare compatible with theindependence

of Elliott Davis as the Company’s independentregistered accountants.

30

Audit Committee Pre-ApprovalPolicy

UndertheAuditCommittee’sCharteranditspre-approvalpolicy,theAuditCommitteeisrequiredtoapprovein

advance the terms of all audit services provided to the Company as well as all permissible audit related and non-audit

services tobe providedby the independentpublic accountants.Unless aservice tobe providedby theindependent

public accountants has received approval under the pre-approval policy,it will require specific approval by the Audit

Committee.The pre-approval policy describesthe particular services tobe provided, and theAudit Committee isto

be informed about eachservice provided.The approval of non-audit servicesmay be performed by theChairman of

theCommitteeandreportedtothefullAuditCommitteeatitsnextmeeting,butmaynotbeperformedbythe

Company’smanagement.Thetermofanypre-approvalis12months,unlesstheAuditCommitteespecifically

provides for a different period.

The AuditCommittee willapprove theannual auditengagement termsand feesprior tothe commencementof any

audit workother thanthat necessaryfor theindependent publicaccountant toprepare theproposed auditapproach,

scope and fee estimates.In addition to theannual audit work, theindependent public accountants may performcertain

otherauditrelatedornon-auditservicesthatarepre-approvedbytheAuditCommitteeandarenotprohibitedby

regulatory or other professional requirements.Engagements for the annual audit and recurring tax return preparation

engagements shall be reviewed and approved annuallyby the Audit Committee based onthe agreed upon engagement

terms,conditionsandfees.Thenatureanddollarvalueofservicesprovidedundertheseengagementsshallbe

reviewed bythe AuditCommittee toapprove changesin terms,conditions andfees resultingfrom changesin audit

scope, Company structure, exchange rates or other items, if any.

In the event audit-related or non-audit services that are pre-approved under the pre-approval policy have an estimated

cost in excess of certain dollar thresholds, these services will require specificapproval by the Audit Committee or by

theChairmanoftheAuditCommittee.AnyproposedengagementmustbeapprovedinadvancebytheAudit

Committee orby the Chairmanof theAudit Committeeapplying theprinciples setforth inthe pre-approvalpolicy,

prior tothe commencementof theengagement.In determiningthe approvalof servicesby theindependent public

accountants, the AuditCommittee evaluates eachservice to determinewhether the performanceof such servicewould:

(a)impairthepublicaccountant’sindependence;(b)createamutualorconflictinginterestbetweenthepublic

accountant and the Company; (c)place the public accountantin the position of auditinghis or her ownwork; (d) result

in the public accountant acting as management or an employeeof the Company; or (e) place the public accountant in

a position of being an advocate for the Company.In no event are monetary limits the only basis for the pre-approval

of services.

All ofthe servicesprovided byElliott Davisduring 2025and describedabove underthe caption“Audit Fees”and

“Audit-Related Fees” were pre-approved by the Company’sAudit Committee pursuant to SEC Regulation S-X, Rule

2-01(c)(7)(i).

TheaffirmativevoteofamajorityofsharespresentinpersonorbyproxyattheMeetingisrequiredtoapprove

Proposal 3.

The Board recommends you vote “FOR” theratification of the appointment of ElliottDavis as the independent

registered public accounting firm for the fiscalyear ending December 31, 2026.

31

SHAREHOLDER PROPOSALS FOR the 2027 ANNUAL MEETING

Proposals of shareholdersintended to be presented atthe Company’s2027 Annual Meeting ofShareholders must be

received by the Companyon or before December 3,2026 and must complywith the requirements ofSEC Rule 14a-

8, in order to be eligible for inclusionin the Company’s proxy statement and form of proxy for that meeting.If notice

of a proposal is not received bythe Company in accordance with the datesspecified pursuant to SEC Rule 14a-8, then

the proposalwill bedeemed untimelyand wewill havethe rightto excludethe proposalfrom considerationat the

2027 Annual Meeting and/or to exercise discretionary voting authority and vote proxies returned to us with respect to

such proposal or director nomination.

If a shareholder does not submit a proposal for inclusion in next year’s proxy statement, but instead wishes to present

it directly atthe Company’s 2027 AnnualMeeting ofShareholders, the Company’s Bylawsrequire that theshareholder

notify the Companyof such proposalin writing nolater than December 3,2026, or 120calendar days in advanceof

the date (with respect tothe Company’s 2027Annual Meeting of Shareholders)that the Company’sproxy statement

wasreleasedtoitsshareholdersinconnectionwiththeMeeting.Theshareholdermustalsocomplywiththe

requirements of Article III, Section 16 of the Company’sBylaws with respectto shareholder proposals.

OTHER MATTERS

The Companyknows ofno othermatters tobe brought beforethe Meeting.However, ifany otherproper matteris

presented, the persons namedin the enclosedform of Proxyintend to votethe Proxy inaccordance with theirjudgment

of what is in the best interest of the Company.

By Order of the Board of Directors

/s/ Robert W. Dumas

Robert W.Dumas

Chairman of the Board

April 2, 2026