8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 2, 2025 (July 1, 2025)

AUBURN NATIONAL BANCORPORATION, INC.

(Exact Name of Registrant as Specified in Charter)

100 North Gay Street, P.O. Drawer 3110, Auburn, Alabama 36831-3110

(Addresses of Principal Executive Offices, including Zip Code)

(334) 821-9200

(Registrant’s Telephone Number, including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected 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. ☐

This Form 8-K/A amends the Form 8-K filed by Auburn National Bancorporation, Inc. (“the Company”) on July 2, 2025 (Item 5.03) with respect to a Certificate of Amendment (the “Certificate of Amendment”) amending and restating Section 7.04 to the Company’s Certificate of Incorporation (the “Amendment”) considered at the Company’s Annual Meeting held May 13, 2025 (the “Annual Meeting”).

The following restates in full Item 5.03 from the July 2, 2025 Form 8-K and Item 9.01 includes the Certificate of Correction with respect to the Amendment and the Previously filed Certificate of Amendment.

At the Company’s Annual Meeting, the Company’s shareholders, among other matters, considered the Amendment to the Company’s Certificate of Incorporation. Of the shares of Company common stock voted in person or by proxy, 96.65% voted in favor of approving the Amendment; however, such votes were less than the majority of the outstanding shares of Corporation’s common stock required by the Delaware General Corporation Law Section 242 for an amendment to a certificate of incorporation.

Upon determining that the Amendment was ineffective, the Company filed the Certificate of Correction on July 7, 2025 with the Delaware Secretary of State, a copy of which is attached as Exhibit 3.1 hereto and incorporated herein. The Certificate of Correction states that the Corporation’s Certificate of Amendment was ineffective and withdraws the Certificate of Amendment. Section 7.04 of the Corporation’s Certificate of Incorporation remains in effect unmodified by the proposed Amendment.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 7, 2025

EX-3.1

Exhibit 3.1

STATE OF DELAWARE

AUBURN NATIONAL BANCORPORATION, INC.

CERTIFICATE OF CORRECTION

Auburn National Bancorporation, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

The Certificate of Amendment containing the proposed amendment to the Corporation’s Certificate of Incorporation amending and restating Section 7.04 of the Certificate of Incorporation (the “Amendment”) was erroneously filed. Of the shares of Company common stock voted in person or by proxy, 96.65% voted in favor of approving the Amendment; however, such votes were less than the majority of the outstanding shares of Corporation’s common stock required by the Delaware General Corporation Law Section 242 for an amendment to a certificate of incorporation.

Accordingly, the Corporation’s Certificate of Amendment was ineffective and is withdrawn. Section 7.04 of the Corporation’s Certificate of Incorporation shall remain in effect unmodified by the proposed Amendment.

7.04 A director shall not be held personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except this provision shall not eliminate liability of a director (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involved intentional misconduct or a knowing violation of law, (iii) for unlawful payment or dividend or unlawful stock purchase or redemption under Delaware General Corporation Law, Section 174, or (iv) for any transaction from which the director derived an improper personal benefit.

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Any repeal or modification of this Section 7.04 by the stockholders of the Corporation shall not adversely affect any right of protection of a director of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification. If the Delaware General Corporation Law hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended Delaware General Corporation Law. In the event that any of the provisions of this Section 7.04 (including any provision within a single sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remaining provisions are severable and shall remain enforceable to the fullest extent permitted by law.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Correction to be executed as of July 7, 2025 by the undersigned duly authorized officer of the Corporation.

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