UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C.
20549

 FORM

 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

 36830
 (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
 Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405
of the Securities Act. Yes

 No

 Indicate by check mark if the registrant
is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes

 No

 Indicate by check mark whether the registrant
(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

 Indicate by check mark whether the registrant
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

 Indicate by check mark whether the registrant
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

 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.

 Indicate by check mark whether the registrant
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).

 Indicate by check mark if the registrant
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:
 $
 40,992,280

as of June 30, 2024.

 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:
 3,493,699

shares of common stock as
 of March 10 2025.
 DOCUMENTS INCORPORATED BY REFERENCE

 Portions of the Proxy Statement for the Annual
Meeting of Shareholders, scheduled to
be held May 13, 2025, are incorporated by
reference into Part II, Item 5 and
 Part III of this Form 10-K.

.

 PAGE
 ITEM 1.
 BUSINESS
 ITEM 1A.
 RISK FACTORS
 ITEM 1B.
 UNRESOLVED STAFF COMMENTS
 ITEM 1C.
 CYBERSECURITY
 ITEM 2.
 PROPERTIES
 ITEM 3.
 LEGAL PROCEEDINGS
 ITEM 4.
 MINE SAFETY DISCLOSURES
 ITEM 5.
 MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
 MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
 ITEM 7.
 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
 AND RESULTS OF OPERATIONS
 ITEM 7A.
 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 ITEM 8.
 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 ITEM 9.
 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
 ACCOUNTING AND FINANCIAL DISCLOSURE
 ITEM 9A.
 CONTROLS AND PROCEDURES
 ITEM 9B.
 OTHER INFORMATION
 ITEM 9C.
 DISCLOSURE REGARDING FORGEIN JURISDICTIONS THAT PREVENT
 INSPECTION
 ITEM 10.
 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 ITEM 11.
 EXECUTIVE COMPENSATION
 ITEM 12.
 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
 MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 ITEM 13.
 CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR
 INDEPENDENCE
 ITEM 14.
 PRINCIPAL ACCOUNTING FEES AND SERVICES
 ITEM 15.
 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 ITEM 16.
 FORM 10-K SUMMARY

 PART
I

 SPECIAL CAUTIONARY NOTE REGARDING
FORWARD
-LOOKING STATEMENTS
of the statements made herein under the captions "Management's
Discussion and Analysis of Financial Condition
 and Results of Operations", "Quantitative and Qualitative Disclosures about
Market Risk", "Risk Factors" "Description of
 Property" and elsewhere, are "forward-looking statements" within the meaning
and protections of Section 27A of the
 Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934, as amended (the "Exchange Act").
 Forward-looking statements include statements with respect to our beliefs, plans,
objectives, goals, expectations,
 anticipations, assumptions, estimates, intentions and future performance,
and involve known and unknown risks,
 uncertainties and other factors, which may be beyond our control,
and which may cause the actual results, performance,
 achievements or financial condition of the Company to be materially different
from future results, performance,
 achievements or financial condition expressed or implied by such forward-looking
statements.
You
should not expect us to
 update any forward-looking statements.
 All statements other than statements of historical fact are statements that could
be forward-looking statements.
You
can
 identify these forward-looking statements through our use of words such
as "may," "will," "anticipate,"
"assume,"
 "should," "indicate," "would," "believe," "contemplate," "expect,"
"estimate," "continue," "designed", "plan," "point to,"
 "project," "could," "intend," "target," "seek" and other
similar words and expressions of the future.
These forward-looking
 statements may not be realized due to a variety of factors, including,
without limitation:

 the effects of future economic, business and market conditions and
changes, foreign, domestic and locally,
 including inflation, seasonality,
natural disasters or climate change, such as rising sea and water levels, hurricanes
 and tornados, epidemics or pandemics including supply chain disruptions,
inventory volatility, and changes
in
 consumer behaviors;

 the effects of war or other conflicts, acts of terrorism, trade restrictions, tariffs,
sanctions, the value of the U.S.
 dollar against other currencies, or other events that may affect general
economic conditions, consumer and
 business confidence;

 governmental monetary and fiscal policies, including taxes, federal
deficit spending and the debt required to fund
 such spending, changes in monetary policies in response to inflation and changes
in prices, including changes in
 the Federal Reserve's target
federal funds rate and changes in the Federal Reserve's
holdings of securities through
 quantitative tightening or easing; and the duration that the Federal Reserve
will keep its targeted federal funds
 rates at or above current target ranges to meet its long term inflation
target of 2%;

 legislative, executive branch and regulatory changes, including changes
by executive orders, the possible
 reorganization and/or consolidation of the bank regulatory
agencies and/or the CFPB, changes in the leadership
 and personnel, including reductions in the number and experience of personnel,
at the bank and securities
 regulators and the CFPB, freezes on changes in regulations and interpretations,
the numerous new Executive
 Orders, and the uncertain effects of all these, including the
costs and benefits of such changes;

 the effects of the potential privatization of Fannie Mae and Freddie Mac
and its release from conservatorship on
 the mortgage markets and us as seller and servicer of residential mortgage
loans;

 recent Supreme Court rulings that may lead to more court challenges to regulations
and regulatory actions, which
 may cause uncertainty,
wasted implementation costs and time by the industry,
and lengthy delays until ultimate
 resolution;

 changes in banking, securities and tax laws, regulations and rules and their
application by the regulators, including
 capital and liquidity
requirements, and changes in the scope and cost of FDIC insurance;

 changes in accounting pronouncements and interpretations, including the
required use, beginning January 1, 2023,
 of Financial Accounting Standards Board's
("FASB") Accounting
Standards Update (ASU) 2016-13, "Financial
 Instruments – Credit Losses (Topic
326): Measurement of Credit Losses on Financial Instruments," as well as the
 updates issued since June 2016 (collectively,
FASB ASC Topic
326) on Current Expected Credit Losses
 ("CECL"), and ASU 2022-02, Troubled Debt
Restructurings and Vintage Disclosures,
which eliminates troubled
 debt restructurings ("TDRs") and related guidance;

 the failure of assumptions and estimates, including those used in the Company's
CECL models to establish our
 allowance for credit losses and estimate asset impairments, as well as differences
in, and changes to, economic,
 market and credit conditions, including changes in borrowers' credit risks and
payment behaviors from those used
 in our CECL models and loan portfolio reviews;

 the risks of changes in market interest rates and the shape of the yield curve on customer
behaviors; the levels,
 composition and costs of deposits, loan demand and mortgage loan originations;
the values and liquidity of loan
 collateral, our securities portfolio and interest-sensitive assets and
liabilities; and the risks and uncertainty of the
 amounts realizable on collateral;

 the risks of increases in market interest rates creating unrealized losses on our
securities available for sale, which
 adversely affect our stockholders' equity for financial
reporting purposes and our tangible equity;

 changes in borrower liquidity and credit risks, and changes in savings, deposit and
payment behaviors;

 changes in the availability and cost of credit and capital in the financial markets, and
the types of instruments that
 may be included as capital for regulatory purposes;

 changes in the prices, values and sales volumes of residential and commercial
real estate;

 the effects of competition from a wide variety of local, regional,
national and other providers of financial,
 investment and insurance services, including the disruptive effects
of financial technology and other competitors
 who are not subject to the same regulation, including capital and liquidity
requirements, internal controls, and
 supervision and examination, as the Company and the Bank, and competition
from credit unions, which are not
 subject to federal income taxation;

 more permissive regulation and/or enforcement regarding digital assets, such as cyber
currency and stable coins
 that creates additional competition to banks, and greater risks to the
payment systems that the banking industry,
 including the Company,
relies on, and greater risks of fraud and theft of digital assets and their effects
on
 customers, other financial institutions, including our counterparties, and
confidence in the financial system,
 generally;

 the timing and amount of rental income from third parties from office
space in our Auburn Center headquarters
 and in former office locations;

 the risks of mergers, acquisitions and divestitures, including,
without limitation, the related time and costs of
 implementing such transactions, integrating operations as part of these
transactions and possible failures to achieve
 expected gains, revenue growth and/or expense savings from such transactions;

 changes in technology or products that may be more difficult, costly,
or less effective than anticipated;

 cyber-attacks and data breaches that may compromise our systems, our vendors'
systems or customers'
 information;

 the risks that our deferred tax assets ("DTAs")
included in "other assets" on our consolidated balance sheets, if
 any, could be reduced
if estimates of future taxable income from our operations and tax planning strategies
are less
 than currently estimated, and sales of our capital stock could trigger a
reduction in the amount of net operating loss
 carry-forwards that we may be able to utilize for income tax purposes;

 the risks that our dividends, share repurchases and discretionary
bonuses are limited by regulation to the
 maintenance of a capital conservation buffer of 2.5% and
our future earnings and "eligible retained earnings" over
 rolling four calendar quarter periods;

 other factors and risks described under "Risk Factors" herein and in any of our
subsequent reports that we make
 with the Securities and Exchange Commission (the "Commission" or
"SEC") under the Exchange Act.
 All written or oral forward-looking statements that we make or are attributable
to us are expressly qualified in their entirety
 by this cautionary notice.
We have no obligation
and do not undertake to update, revise or correct any of the forward-
 looking statements after the date of this report, or after the respective dates on which
such statements otherwise are made.
 ITEM 1.
BUSINESS
 Auburn National Bancorporation, Inc. (the "Company") is a bank holding
company registered with the Board of Governors
 of the Federal Reserve System (the "Federal Reserve") under the Bank Holding
Company Act of 1956, as amended (the
 "BHC Act").
The Company was incorporated in Delaware in 1990, and in 1994 it succeeded
its Alabama predecessor as
 the bank holding company controlling AuburnBank, an Alabama state member
bank with its principal office in Auburn,
 Alabama (the "Bank").
The Company and its predecessor have controlled the Bank since 1984.
As a bank holding
 company, the Company
may diversify into a broader range of financial services and other business activities than
currently
 are permitted to the Bank under applicable laws and regulations.
The holding company structure also provides greater
 financial and operating flexibility than is presently permitted to the
Bank.

 The Bank has operated continuously since 1907 and currently conducts its business
primarily in East Alabama, including
 Lee County and surrounding areas.
The Bank has been a member of the Federal Reserve Bank of Atlanta (the
"Federal
 Reserve Bank") since April 1995.
The Bank's primary regulators are the Federal
Reserve and the Alabama Superintendent
 of Banks (the "Alabama Superintendent").
The Bank has been a member of the Federal Home Loan Bank of Atlanta (the
 "FHLB-Atlanta") since 1991.
 General
 The Company's business is conducted
primarily through the Bank and its subsidiaries.
Although it has no immediate plans
 to conduct any other business, the Company may engage directly or
indirectly in a number of activities closely related to
 banking permitted by the Federal Reserve.
 The Company's principal
executive offices are located at 100 N. Gay Street, Auburn, Alabama 36830,
and its telephone
 number at such address is (334) 821-9200.
The Company maintains an Internet website at
 www.auburnbank.com
.
The
 Company's website and
the information appearing on the website are not included or incorporated in, and are not part of,
 this report.
The Company files annual, quarterly and current reports, proxy statements, and other
information with the
 SEC.
You
may read and copy any document we file with the SEC at the SEC's
public reference room at 100 F Street, N.E.,
 Washington,
DC 20549.
Please call the SEC at 1-800-SEC-0330 for more information on the operation of the public
 reference rooms.
The SEC maintains an Internet site at
 www.sec.gov

that contains reports, proxy,
and other information,
 where SEC filings are available to the public free of charge.

 Services
 The Bank operates its main office and 7 branches in Auburn, Opelika,
Notasulga, and Valley,
Alabama and a loan
 production office in Phenix City,

 We
 evaluate the utilization of our existing facilities and customer preferences
 for online and mobile banking.
In addition to opening our new main office in 2022, we closed one
branch office in Auburn
 at the end of 2024, whose customers could be served conveniently and more
efficiently by another existing Bank branch.
 It offers checking, savings, transaction deposit accounts and
certificates of deposit, and is an active residential mortgage
 lender in its primary service area.
The Bank's primary service area includes
the cities of Auburn and Opelika, Alabama and
 nearby surrounding areas in East Alabama, primarily in Lee County.
The Bank also offers commercial, financial,
 agricultural, real estate construction and consumer loan products,
and other financial services.
The Bank operates ATM
 machines in 10 locations in its primary service area.
The Bank offers Visa

Checkcards, which are debit cards with the
 Visa logo that work
like checks and can be used anywhere Visa is accepted,
including ATMs.
The Bank's Visa
Checkcards
 can be used internationally through the Plus

network.
The Bank offers online banking, bill payment and other electronic
 banking services through its Internet website,
 www.auburnbank.com
.
Our online banking services, bill payment and
 electronic services are subject to certain cybersecurity risks.
See "Risk Factors – Our information systems may experience
 interruptions and security breaches."

 The Bank has not offered any services related to any Bitcoin or
other digital or crypto instruments, stablecoins or
 businesses.
 Competition
 The Bank had the largest share of the Lee County,
Alabama's deposits (21.3%) at June 30, 2024.
The banking business in
 East Alabama, including Lee County,
is highly competitive with respect to loans, deposits, and other financial services.

 Lee County is served by 19 banks, 10 of which are headquartered outside
of Alabama.
Other banks have 35 offices in Lee
 County.
National and regional competitors that have offices in our market
include J.P.
Morgan Chase, Wells
Fargo, Truist,
 PNC, Regions, Valley
National, SouthState and Cadence.
The national and regional banks we compete with have
 substantially greater resources, and numerous offices
and affiliates operating over wide geographic areas.
The Bank
 competes for deposits, loans and other business with these banks, as well as with credit
unions, mortgage companies,
 insurance companies, and other local and nonlocal financial institutions,
including institutions offering services through
the
 mail, by telephone and over the Internet.
As more and different kinds of businesses enter the market for financial
services,
 competition from nonbank financial institutions may be expected to intensify
further.

 Among the advantages that larger financial institutions have
over the Bank are their ability to finance extensive advertising
 campaigns, to diversify their funding sources, and to allocate and diversify
their assets among loans and securities of the
 highest yield in locations with the greatest demand.
Many of the major commercial banks or their affiliates operating
in the
 Bank's service area offer
services which are not presently offered directly by the Bank, and these other
banks typically have
 substantially higher lending limits than the Bank.

 Banks also have experienced significant competition for deposits from mutual
funds, insurance companies and other
 investment companies and from money center banks' offerings
of high-yield investments and deposits, including CDs and
 savings accounts.
Certain of these competitors are not subject to the same regulatory restrictions as the Bank.

 Selected Economic Data
 Our market is Lee County,
Alabama, including Auburn, Opelika and part of Phenix City,
Lee County and Macon
 County form the Auburn-Opelika MSA.
The U.S. Census Bureau estimates Lee County's
population was 174,241 in 2020
 and an estimated 183,215 in July 2023.
The largest employers in the area are Auburn University,
East Alabama Medical
 Center, Lee County School System, Auburn
and Opelika City Schools, Auburn City Schools, Wal
-Mart Distribution
 Center, Aptar CSP Technologies,
Pharmavite, LLC, HL Mando America Corporation (automobile
brakes and steering),
 SCA (automotive plastics), Borbet Alabama (automotive aluminum
wheels), Golden State Foods and Briggs & Stratton.

 Auto manufacturing and related suppliers are increasingly important
along Interstate Highway 85 to the east and west of
 Auburn.
Kia Motors has a large automobile factory in nearby West
Point, Georgia, and Hyundai Motors has a large
 automobile factory near Montgomery,
suppliers to the automotive industry have facilities in Lee
 County.
As of year-end 2024, the unemployment rate in Lee County was 2.8%,
and 3.3% for the State of Alabama
 according to the U.S. Bureau of Labor Statistics.

 Between 2010 and 2022, the Auburn-Opelika MSA was the second
fastest growing MSA in Alabama.
The Auburn-
 Opelika MSA population is estimated to grow 6.6% from 2023 to 2028.
During the same time, household income is
 estimated to increase 14.25%, to $69,213.
 Loans and Loan Concentrations
 The Bank makes loans for commercial, financial and agricultural purposes, as well as for
real estate mortgages, real estate
 acquisition, construction and development and consumer purposes.
While there are certain risks unique to each type of
 lending, management believes that there is more risk associated with commercial,
real estate acquisition, construction and
 development, agricultural and consumer lending than with residential real
estate mortgage loans.
To help manage these
 risks, the Bank has established underwriting standards used in evaluating
each extension of credit on an individual basis,
 which are substantially similar for each type of loan.
These standards include a review of the economic conditions
 affecting the borrower,
the borrower's financial strength and capacity to repay the debt, the underlying
collateral and the
 borrower's past credit performance.

 We
 apply these standards at the time a loan is made and monitor them periodically
 throughout the life of the loan.
See "Lending Practices" for a discussion of regulatory guidance on commercial
real estate
 lending.

 Our commercial real estate ("CRE") loans, including $55.4 million of
loans on owner occupied property,
as of December
 31, 2024 totaled $290.2 million (51% of total loans).
Our regulators' CRE Guidance excludes loans on owner occupied
 property from CRE.
Excluding our owner-occupied loans, our CRE loans were $234.8 million
(42% of total loans) at year
 end 2023.
See "Lending Practices –
 CRE.
 "
 The Bank has loans outstanding to borrowers in all industries within our
primary service area.
Any adverse economic or
 other conditions affecting these industries would
also likely have an adverse effect on the local workforce, other local
 businesses, and individuals in the community that have entered
into loans with the Bank.
For example, the auto
 manufacturing business and its suppliers have positively
affected our local economy,
but automobile sales manufacturing is
 cyclical and adversely affected by increases in interest rates.
Decreases in automobile sales, including adverse changes due
 to interest rate increases and inflation, tariffs, supply
chain disruptions (including changes resulting from the effects of
 tariffs and related changes in countries and producers in
the supply chains) and a tight labor market, could adversely affect
 nearby Kia and Hyundai automotive plants and their suppliers' local spending
and employment, and could adversely affect
 economic conditions in the markets we serve.
However, management believes that due
to the diversified mix of industries
 located within our markets, adverse changes in one industry may not necessarily
affect other area industries to the same
 degree or within the same time frame.
The Bank's primary service area also is subject
to both local and national economic
 conditions and fluctuations.
While most loans are made within our primary service area, some residential mort
gage loans
 are originated outside the primary service area, and the Bank from
time to time has purchased loan participations from
 outside its primary service area.

 We
 also may make loans to other borrowers outside these areas, especially where we
have
 a relationship with the borrower, or
its business or owners.

 Human Capital
 At December 31, 2024, the Company and its subsidiaries had 145 full-time
equivalent employees, including 39 officers.

 Our employees have been with us an average of approximately 11
years.
We successfully implemented
plans to protect our
 employees' health consistent with CDC and State of Alabama guidelines
during the COVID-19 pandemic, while
 maintaining critical banking services to our communities and experiencing
little employee turnover.
In addition, we
 developed our remote and electronic banking services, and established remote
work access to help employees stay at home
 where their job duties permitted.
This promoted employee retention, and these efforts will provide us proven
experience
 and flexibility to meet other disruptive events and conditions, and still provide our
customers and communities continuity
 of service.
 We have a talented
group of employees, many of whom, have a college or associate degree.
We believe the
Auburn-
 Opelika MSA is a desirable place to live and work with excellent schools and quality
of life.
Our MSA was the second
 fastest growing MSA in Alabama from 2010 to 2022.
Auburn University is a major employer that attracts talented students
 and employee families.

 We had a successful
management transition in 2022 where our CEO became Chairman,
and was succeeded by our CFO,
 whose role was then filled by our Chief Accounting Officer.
At the time of transition, our Chairman had served the Bank
 39 years, our President and CEO had been with us 16 years and our Chief Accounting
Officer had been with us for 7 years.

 Our new President and CFO had careers with major national and regional
accounting firms and focused on financial
 services before joining the Bank.
 We seek to offer
competitive compensation and benefits.
We provide
employer matches for employee contributions to our
 401(k) retirement plan.
In 2024, our shareholders approved our 2024 Equity and Incentive Compensation
Plan (the "2024
 Incentive Plan").
The Plan provides for a variety
of equity and equity-based awards, including stock options, performance
 shares, performance units, stock appreciation rights ("SARs"), restricted
stock and restricted stock units ("RSUs") and cash
 incentive awards.
We believe that the 2024
Incentive Plan provides the flexibility to structure appropriate incentives to
 attract and retain talented people in a competitive market where many
of our competitors are public companies who offer
 stock-based incentives.

 We encourage
and support the growth and development of our employees and, wherever possible, seek
to fill positions by
 promotion and transfer from within the organization.
Career development is advanced through ongoing performance and
 development conversations with employees, internally developed
training programs and other training and development
 opportunities.
 Our employees are encouraged to be active in our communities as part of our commitment
to these communities and our
 employees.

 Statistical Information
 Certain statistical information is included in responses to Items 6, 7, 7A and 8
of this Annual Report on Form 10-K.

 SUPERVISION AND REGULATION
 The Company and the Bank are extensively regulated under federal
and state laws applicable to bank holding companies
 and banks.
The supervision, regulation and examination of the Company and the Bank and their
respective subsidiaries by
 the bank regulatory
agencies are primarily intended to maintain the safety and soundness of depository
institutions and the
 federal deposit insurance system, as well as the protection of depositors,
rather than holders of Company capital stock and
 other securities.
Any change in applicable law or regulation may have a material effect
on the Company's business, and
 our results of operations and financial condition.
The following discussion is qualified in its entirety by reference to the
 particular laws and rules referred to below.

 Bank Holding Company Regulation
 The Company, as a bank
holding company, is subject to supervision,
regulation and examination by the Federal Reserve
 under the BHC Act.
Bank holding companies generally are limited to the business of banking,
managing or controlling
 banks, and certain related activities.
The Company is required to file periodic reports
and other information with the
 Federal Reserve.
The Federal Reserve examines the Company and its subsidiaries.
The State of Alabama currently does
 not regulate bank holding companies.
 The BHC Act requires prior Federal Reserve approval for,
among other things, the acquisition by a bank holding company
 of direct or indirect ownership or control of more than 5% of the voting
shares or substantially all the assets of any bank, or
 for a merger or consolidation of a bank holding company
with another bank holding company.
The BHC Act generally
 prohibits a bank holding company from acquiring direct or indirect
ownership or control of voting shares of any company
 that is not a bank or bank holding company and from engaging directly or
indirectly in any activity other than banking or
 managing or controlling banks or performing services for its authorized
subsidiaries.
A bank holding company may,
 however, engage in or acquire an interest
in a company that engages in activities that the Federal Reserve has determined
 by regulation or order to be so closely related to banking or managing or
controlling banks as to be a proper incident
 thereto.
The Federal Reserve adopted new rules, effective September
30, 2020, simplifying determinations of control of
 banking organizations for BHC Act purposes.
 Changes in control of bank holding companies are subject to prior notice
to, and nonobjection by the Federal Reserve under
 the federal Change in Bank Control Act (the "Control Act") and by the Alabama
Superintendent of Banks (the "Alabama
 Superintendent") under the Alabama Banking Code.
In August 2024, the FDIC proposed changes to its Control Act
 regulations that would result in persons seeking control of a bank holding company
under the Control Act, to file a notice
 with and obtain non-objection from the FDIC in addition to those filings
and notices currently required from the Federal
 Reserve and the Alabama Superintendent.

 Bank holding companies that are and remain "well-capitalized" and
"well-managed," as defined in Federal Reserve
 Regulation
 Y,
 and whose insured depository institution subsidiaries maintain "satisfactory"
or better ratings under the
 Community Reinvestment Act of 1977 (the "CRA"), may elect to become
"financial holding companies."
Financial
 holding companies and their subsidiaries are permitted to acquire or engage
in activities such as insurance underwriting,
 securities underwriting, travel agency activities, broad insurance
agency activities, merchant banking and other activities
 that the Federal Reserve determines to be financial in nature or complementary
thereto.
In addition, under the BHC Act's
 merchant banking authority and Federal Reserve regulations, financial
holding companies are authorized to invest in
 companies that engage in activities that are not financial in nature,
as long as the financial holding company makes its
 investment, subject to limitations, including a limited investment term,
no day-to-day management, and no cross-marketing
 with any depositary institutions controlled by the financial holding
company.
The Federal Reserve recommended repeal of
 the merchant banking powers in a September 16, 2016 study undertaken
pursuant to Section 620 of the Dodd-Frank Wall
 Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank
Act"), but has taken no action.
The Company has
 not elected to become a financial holding company,
but it may elect to do so in the future.
Financial holding companies
 continue to be subject to Federal Reserve supervision, regulation and
examination.
 The Gramm-Leach-Bliley Act of 1999 (the "GLB Act") applies the concept
of functional regulation to subsidiary activities.

 For example, insurance activities would be subject to supervision and
regulation by state insurance authorities and
 securities broker-dealer and investment advisory activities are regulated
by the SEC.
 The BHC Act permits acquisitions of banks by bank holding companies,
subject to various restrictions, including that the
 acquirer is "well capitalized" and "well managed".
Bank mergers are also subject to the approval of the resulting bank's
 primary federal regulator pursuant to the Bank Merger Act.
The BHC Act and the Bank Merger Act provide various
 generally similar statutory factors.
Under the Alabama Banking Code, with the prior approval of the Alabama
 Superintendent, an Alabama bank may acquire and operate one or
more banks in other states pursuant to a transaction in
 which the Alabama bank is the surviving bank.
In addition, one or more Alabama banks may enter into a merger
 transaction with one or more out-of-state banks, and an out-of-state bank
resulting from such transaction may continue to
 operate the acquired branches in Alabama.
Banks, including Alabama banks, may branch anywhere in the United States.

 See "Bank Regulation".

 The Company is a legal entity separate and distinct from the Bank.
legal limitations restrict the Bank from lending
 or otherwise supplying funds to the Company.
The Company and the Bank are subject to Sections 23A and 23B of the
 Federal Reserve Act and Federal Reserve Regulation W thereunder.
Section 23A defines "covered transactions," which
 include extensions of credit and other transactions with affiliates, and
limits a bank's covered transactions
with any affiliate
 to 10% of such bank's capital and
surplus.
All covered and exempt transactions between a bank and its affiliates
must be
 on terms and conditions consistent with safe and sound banking practices, and
banks and their subsidiaries are prohibited
 from purchasing low-quality assets from the bank's
affiliates.
Finally, Section 23A requires that all of
a bank's extensions
 of credit to its affiliates be appropriately secured by permissible
collateral, generally United States government or agency
 securities.
Section 23B of the Federal Reserve Act generally requires covered
and other transactions among affiliates to be
 on terms and under circumstances, including credit standards, that are substantially
the same as or at least as favorable to
 the bank or its subsidiary as those prevailing at the time for similar transactions
with unaffiliated companies.

 Federal Reserve policy and the Federal Deposit Insurance Act require
a bank holding company to act as a source of
 financial and managerial strength to its FDIC-insured subsidiaries and
to take measures to preserve and protect such bank
 subsidiaries in situations where additional investments in a bank subsidiary
may not otherwise be warranted.
In the event
 an FDIC-insured subsidiary becomes subject to a capital restoration plan with
its regulators, the parent bank holding
 company is required to guarantee performance of such plan up to
5% of the bank's assets, and such guarantee
is given
 priority in a bankruptcy of the bank holding company.
Where a bank holding company has more than one bank or thrift
 subsidiary, each of
the bank holding company's subsidiary
depository institutions may be responsible for any losses to the
 FDIC's Deposit Insurance Fund
("DIF"), if an affiliated depository institution fails.
As a result, a bank holding company
 may be required to loan money to a bank subsidiary in the form of subordinated
capital notes or other
instruments which
 qualify as capital under bank regulatory rules.
However, any loans from the holding company
to such subsidiary banks
 likely will be unsecured and subordinated to such bank's
depositors and to other creditors of the bank.
See "Capital."
 The Federal Reserve's Small Bank
Holding Company Policy Statement (the "Small BHC Policy") covers
qualifying bank
 and thrift holding companies with up to $3 billion of pro forma consolidated
Proposed legislation, entitled the
 "Small Bank Holding Company Relief Act" would direct the Federal Reserve
raise the permitted consolidated asset level to
 $10 billion. Such legislation is among various bills highlighted in February
2025 by House Financial Services Committee
 hearings.
 The Federal Reserve treats the Company as a small banking holding
company under the Small BHC Policy.
As a result,
 unless and until the Company fails to qualify under the Small BHC Policy,
the Company's capital adequacy
will continue
 to be evaluated on a bank only basis.
See "Capital."
 Bank Regulation
 The Bank is an Alabama state bank that is a member of the Federal Reserve.
It is subject to supervision, regulation and
 examination by the Alabama Superintendent and the Federal Reserve, which
monitor all areas of the Bank's operations,
 including loans, reserves, mortgages, capital adequacy,
liquidity, funding sources
and concentrations, issuances and
 redemption of capital securities, payment of dividends, establishment of
branches, and compliance with laws.
The Bank's
 deposits are insured by the FDIC to the maximum extent provided
by law, and the Bank is subject to various
FDIC
 regulations applicable to FDIC-insured banks.
See "FDIC Insurance Assessments."
 Alabama law permits statewide branching by banks.
The Alabama Banking Code has provisions designed to ensure
 Alabama banks have competitive equality with national banks.

 The Federal Reserve has adopted the Federal Financial Institutions Examination
Council's ("FFIEC") Uniform
Financial
 Institutions Rating System ("UFIRS"), which assigns each financial
institution a confidential composite "CAMELS" rating
 based on an evaluation and rating of six essential components of an institution's
financial condition and operations:

 C
 apital
 Adequacy,
 A
 sset Quality,
 M
 anagement,
 E
 arnings,
 L
 iquidity and
 S
 ensitivity to market risk, as well as the quality of risk
 management practices.
For most institutions, the FFIEC has indicated that market risk primarily
reflects exposures to
 changes in interest rates.
When regulators evaluate this component, consideration is expected to be given
to management's
 ability to identify, measure,
monitor and control market risk; the institution's
size; the nature and complexity of its activities
 and its risk profile; and the adequacy of its capital and earnings in relation
to its level of market risk exposure.
Market risk
 is rated based upon, but not limited to, an assessment of the sensitivity of
the financial institution's earnings
or the
 economic value of its capital to adverse changes in interest rates, foreign
exchange rates, commodity prices or equity prices;
 management's ability to identify,
measure, monitor and control exposure to market risk; and the nature and complexity
of
 interest rate risk exposure arising from non-trading positions. Composite
ratings are based on evaluations of an institution's
 managerial,
operational, financial and compliance performance. The composite CAMELS
rating is not an arithmetical
 formula or rigid weighting of numerical component ratings. Elements
of subjectivity and examiner judgment, especially as
 these relate to qualitative assessments, are important elements in assigning
ratings.
The Federal Reserve is maintaining a
 heightened focus on bank funding pressures based on risk profiles and
management's ability to manage their
liquidity
 positions.
 In addition, and separate from the interagency UFIRS, the Federal Reserve
assigns a risk-management rating to all state
 member banks and bank holding companies.
In February 2021 the Federal Reserve expanded its Guidance for Assessing
 Risk Management to institutions with under $100 billion
in assets.
This guidance states that principles of sound
 management should apply to all risk confronting a banking organization,
including credit, market, liquidity,
operational,
 compliance, and legal risks.
For a small community banking organization ("CBO") engaged
solely in traditional banking
 activities and whose senior management is actively involved in the details of
day-to-day operations, relatively basic risk
 management systems may be adequate. In accordance with the Interagency
Guidelines Establishing Standards for Safety
 and Soundness, a CBO is expected, at a minimum, to have internal controls,
information systems, and internal audit that are
 appropriate for the size of the institution and the nature, scope, and risk of
its activities.
The summary, or composite,
 rating, as well as each of the assessment areas, including risk management,
is delineated on a numerical scale of 1 to 5, with
 1 being the highest or best possible rating.
Thus, a bank with a composite rating of 1 requires the lowest level of
 supervisory attention while a 5-rated bank has the most critically deficient
level of performance and therefore requires the
 highest degree of supervisory attention.

 Bank mergers, which generally accompany holding
company mergers, are also subject to the approval of the resulting
 bank's primary federal
regulator.
The Federal Reserve and the Alabama Superintendent must approve mergers
and
 acquisitions by the Bank.
The FDIC and the Office of the Comptroller of the Currency
("OCC") may comment on mergers
 involving the Company or the Bank.

 Although the Federal Reserve has not issued any new rules or policies applicable
to mergers of bank holding companies or
 state member banks, the FDIC and the OCC changed their merger
policies and rules in September 2024.
The FDIC
 adopted a Statement of Policy on Bank Merger Transactions
(the "FDIC Merger Policy").
The new FDIC Merger Policy
 recognizes Biden Administration Executive Order 14036 "Promoting
Competition in the American Economy" (July 9,
 2021) ("Executive Order 14036"), which, among other things, "instructs U.S. agencies
to consider the impact that
 consolidation may have on maintaining a fair,
open, and competitive marketplace, and on the welfare of workers, farmers,
 small businesses, startups, and consumers."
Executive Order 14036 apparently has not been rescinded as of February 17,
 2025.
The adopting release for the FDIC Merger Policy states that "the analytical
methods the FDIC employs in
 conducting its independent analysis will continue to be informed
by the United States Department of Justice's
("DoJ")
 approach to evaluating competitive effects."
 In September 2024, the OCC updated its regulations for business combinations
involving national banks and federal
 savings associations, deleted expedited and streamline applications for
business combinations and adopted a policy
 statement clarifying its review of applications under the Bank Merger
Act's statutory factors.
 It is unclear whether these new FDIC and OCC policies and rules will affect
their views of mergers where the Federal
 Reserve is the responsible regulator, especially
in light of change in the President and changing leadership at the FDIC and
 the OCC.

 The Bank Merger Act and the BHC Act require evaluation, among
other factors, of the effects of the transaction on
 competition.
The primary federal bank regulator of a resulting bank, in a transaction subject to
approval under the Bank
 Merger Act and the Federal Reserve, in acquisitions and mergers
subject to the BHC Act, must notify the DoJ, who has an
 important advisory role in bank and BHC mergers,
but the bank regulators are the primary decision makers.
The bank
 regulators may then consider the Antitrust Division's
competitive factors report as part of their respective review processes,
 and use their own methods for screening and evaluating bank mergers.
The DoJ and the Federal Trade Commission
 adopted new non-binding Merger Guidelines in 2023.
In September 2024, the DoJ revoked its 1995 Bank Merger
 Guidelines and replaced these with a 2024 Banking Addendum to its 2023 Merger
Guidelines.
The 1995 Bank Merger
 Guidelines had been adopted together with the federal banking agencies, and
notwithstanding the FDIC Merger Policy,
 none of the federal banking agencies have withdrawn from those Guidelines.
The Federal Reserve continues to apply the
 1995 Bank Merger Guidelines in evaluating bank and bank holding
company mergers.
 The GLB Act and related regulations require banks and their affiliated
companies to adopt and disclose privacy policies,
 including policies regarding the sharing of personal information with
third parties.
The GLB Act also permits bank
 subsidiaries to engage in financial activities, which are similar to those
permitted to financial holding companies.

 A variety of federal and state privacy laws govern the collection, safeguarding,
sharing and use of customer information,
 and require that financial institutions have policies regarding information
privacy and security. Some
state laws also protect
 the privacy of information of state residents and require adequate security
of such data, and certain state laws may,
in some
 circumstances, require us to notify affected individuals
of security breaches of computer databases that contain their
 personal information. These laws may also require us to notify law enforcement,
regulators or consumer reporting agencies
 in the event of a data breach, as well as businesses and governmental agencies
that own data.
 The Data Privacy Act of 2023 was introduced in Congress on February
24, 2023.
It would amend various sections of the
 GLB Act and preempt certain state privacy laws.
The American Privacy Rights Act of 2024 sought to establish the first
 federal standard for comprehensive data privacy and security regulation.
Neither of these bills were adopted.
Other
 privacy legislation may be proposed.
 Consumer Laws and the Community Reinvestment Act
 The Consumer Financial Protection Bureau (the "CFPB") has a broad mandate
that requires it to regulate consumer
 financial products and services, whether or not offered by banks or
their affiliates.
The CFPB has the authority to adopt
 regulations and enforce various laws, including the fair lending laws, the Truth
in Lending Act, the Electronic Funds
 Transfer Act, mortgage lending rules, the
Truth in Savings Act, the Fair Credit Reporting Act and Privacy
of Consumer
 Financial Information rules.
Although the CFPB does not examine or supervise banks with less than $10 billion
in assets,
 banks of all sizes, including the Bank, are subject to the CFPB's
regulations, and the precedents set in CFPB enforcement
 actions and interpretations.
 The Bank is subject to the provisions of the CRA and the Federal Reserve's
CRA regulations.
Under the CRA, all FDIC-
 insured institutions have a continuing and affirmative
obligation, consistent with their safe and sound operation, to help
 meet the credit needs for their entire communities, including low- and
moderate-income ("LMI") neighborhoods.
The CRA
 requires a depository institution's
primary federal regulator to periodically assess the institution's
record of assessing and
 meeting the credit needs of the communities served by that institution, includ
ing low- and moderate-income neighborhoods.

 The bank regulatory agency's CRA assessment
is publicly available.
Further, consideration of the CRA is required of
any
 FDIC-insured institution that has applied to: (i) charter a national bank; (ii)
obtain deposit insurance coverage for all new-
 banks; (iii) establish a new branch office that accepts deposits; (iv)
relocate an office; or (v) merge or consolidate
with, or
 acquire the assets or assume the liabilities of, an FDIC-insured financial
institution.
A less than satisfactory CRA rating
 will slow, if not preclude,
acquisitions, and new branches and other expansion activities and may prevent
a company from
 becoming a financial holding company.
The federal CRA regulations require that evidence of discriminatory,
illegal or
 abusive lending practices be considered in the CRA evaluation.
 The federal CRA regulations require that evidence of discriminatory,
illegal or abusive lending practices be considered in
 the CRA evaluation.

 Financial holding company elections and the continuation of financial
holding company activities are permitted, only if
 each affiliated bank has received a "satisfactory" or better
CRA rating.

 CRA agreements with private parties must be disclosed and annual
CRA reports must be made to a bank's
primary federal
 regulator.
Community benefit plans have become common in banking mergers,
especially larger bank combinations.
The
 National Community Reinvestment Coalition reported
that as of February 2025, it had executed 21 community benefit
 plans with banking organizations for an aggregate of
$580 billion for mortgage, small business and community
 development lending, investments and philanthropy in
LMI and under-resourced communities. The pending Capital One
 Financial Acquisition of Discover Financial Services includes a community
benefit plan with another community
 organization valued at $265 billion, which is the largest
ever.
 The Bank had a "satisfactory" CRA rating in its latest CRA public evaluation dated February
28, 2022, with satisfactory
 ratings on both its lending and community development
tests.
 The Federal Reserve considers the effects of a bank acquisition
proposal on the convenience and needs of the markets
 served by the combining organizations. Bank regulators
consider CRA performance in evaluating merger and acquisition
 applications under the Bank Merger Act and the BHC Act, as well as other
expansion proposals, such as new branch
 offices.
In the case of bank holding company applications to acquire a bank, the Federal
Reserve will assess and emphasize
 CRA records of each subsidiary depository institution of the applicant
bank holding company and the target bank in
 meeting the needs of their entire communities, including LMI neighborhoods,
and such records may be the basis for
 denying the application.
 The Bank is also subject to, among other things, the Equal Credit Opportunity
Act (the "ECOA") and the Fair Housing Act
 and other fair lending laws, which prohibit discrimination based on race or
color, religion, national origin, sex and familial
 status in any aspect of a consumer or commercial credit or residential real estate transaction.
The DoJ's and the federal
 bank regulatory agencies' Interagency Policy Statement on Discrimination
in Lending provides guidance to financial
 institutions in determining whether discrimination exists, how the agencies
will respond to lending discrimination, and what
 steps lenders might take to prevent discriminatory lending practices.
The DOJ has prosecuted what it regards as violations
 of the ECOA, the Fair Housing Act and the fair lending laws, generally.
 New CRA Regulations
 The Federal Reserve, the OCC and the FDIC jointly adopted extensive
changes in new CRA regulations, which were
 published in a 649 page adopting release in the Federal Register on February
1, 2024 (the "New CRA Regulations").
Most
 of the New CRA Regulation's become
effective January 1, 2026, and other requirements, including required
data reporting,
 are scheduled to become effective January 1, 2027.
The New CRA Regulations confirm that the CRA and fair lending
 responsibilities and compliance are mutually reinforcing and that these
regimes recognize the importance of ensuring that
 the credit markets are inclusive.
The New CRA Regulations continue to allow downgrading a bank for discriminatory or
 other illegal credit practices.
 The New CRA Regulations' objectives include:

 Update CRA regulations to strengthen the achievement of the core purpose of
the statute and to encourage
 financial inclusion;

 Adapt to changes in the banking industry,
including the expanded role of mobile and online banking;

 Provide greater clarity and consistency in the application of the regulations;

 Tailor performance
standards to account for differences in bank size and business models
and local conditions;

 Tailor data collection
and reporting requirements and use existing data whenever possible;

 Promote transparency and public engagement;

 Confirm that CRA and fair lending responsibilities are mutually reinforcing;
and

 Create a consistent regulatory approach that applies to banks regulated
by all three agencies.
 Similar to the old rules, the New CRA Regulations are based on bank
size and business model.
These rules create a new
 framework for evaluating CRA performance.
Banks are classified as either "small", "intermediate", "large", or "limited
 purpose" banks.
The asset size thresholds would be adjusted annually for inflation and have been increased
relative to the
 bank asset size thresholds in the old CRA rule.
The Bank is currently an "intermediate small bank," but will become an
 "intermediate bank" under the New CRA Regulations because it has assets of
$600 million to $2.0 billion in both of the two
 prior years.

 The new performance evaluation framework establishes two tests for intermediate
banks:
 •
 the Retail Lending Test;
and

 •
 the Intermediate Bank Community Development Test,
or if elected by the Bank, the Community Development
 Financing Test.
 The Bank presently intends to use the Intermediate Bank Community
Development Test.
The community development
 evaluation of the prior CRA rules continues.
The New CRA Regulations implement a new retail lending evaluation for
 intermediate banks, and provide them the option of evaluation under
a new test for community development financing.
 Intermediate banks would be evaluated and assigned conclusions reflecting
their performance under these tests in their
 facility-based assessment area of "Outstanding"; "High Satisfactory";
"Low Satisfactory"; "Needs to Improve"; or
 "Substantial Noncompliance."
These conclusions applied to each test would be weighted 50% each for intermediate
banks
 and combined in a resulting rating of "Outstanding," "Satisfactory,"
"Needs to Improve," or "Substantial Noncompliance."
 A "facility-based assessment area" is an area that encompasses or is adjacent
to deposit-taking facilities, including main
 offices, branches, and deposit-taking ATMs
and other remote service facilities.
Intermediate banks may delineate facility-
 based areas of part of a county.
The banking agencies will evaluate retail lending in a bank's
"outside retail lending area"
 for large banks, as well as for intermediate banks, if the majority of their
retail lending is outside their facility-based
 assessment areas.
 A retail lending volume screen will be used to measure the volume of a bank's
lending relative to its deposit base in its
 facility-based assessment area and would compare that ratio to the aggregate
ratio for all reporting banks with at least one
 branch in the same facility-based assessment area.
Second, the agencies will evaluate the geographic distribution and
 borrower distribution of a bank's
major product lines in the bank's
Retail Lending Test Areas (i.e., the
bank's facility-based
 assessment areas, and, if applicable, retail lending assessment areas and outside
retail lending area) using a series of metrics
 and benchmarks.
After the agency determines a recommended conclusion for the Retail Lending
Test Area, the agency
 would consider a list of additional factors that are intended to account for circumstances
in which the retail lending
 distribution metrics and benchmarks may not accurately or fully reflect a bank's
retail lending performance, or in which the
 benchmarks may not appropriately represent the credit needs and opportunities
in an area.
 Banks will receive consideration for any qualified community development
loans, investments, or services, regardless of
 location.
The extent of an agency's consideration of community development loans, community
development investments,
 and community development services outside of the bank's facility-based
assessment areas will depend on the adequacy of
 the bank's responsiveness to community development needs and opportunities
within the bank's facility-based assessment
 areas and applicable performance context information.
The New CRA Regulations codify agency interpretations under the
 former CRA regulations, and provide 11
community development categories.
The agencies will evaluate the extent to
 which a bank's community development
loans, investments, and services are impactful and responsive in meeting
 community development needs.
An intermediate bank's community development test performance is evaluated
pursuant to
 the following criteria:

 •
 the number and dollar amount of community development loans;
 •
 the number and dollar amount of community development investments;
 •
 the extent to which the bank provides community development services; and
 •
 the bank's responsiveness through community development loans, community
development investments, and
 community development services to community development needs.

 The release proposing these New CRA rules stated that the agencies believe
retail lending remains a core part of a bank's
 affirmative obligation under the CRA to meet the credit
needs of their entire communities. At the same time, the agencies
 recognize that, compared to large banks, intermediate banks
might not offer as wide a range of retail products and services,
 have a more limited capacity to conduct community development activities,
and may focus on the local communities where
 their branches are located."
The proposal reflected the agencies' views that banks of this size should have meaningful
 capacity to conduct community development financing, as they
do under the current approach.
 The new rule exempts small and intermediate banks from certain new data requirements
that apply to banks with assets of
 at least $2 billion and limits certain new data requirements to large
banks with assets greater than $10 billion.

 Overdrafts
 The federal bank regulators have updated their guidance several times on
overdrafts, including overdrafts incurred at ATMs
 and point of sale terminals.
Overdrafts also have been a CFPB concern, which began refocusing on this issue in 2021
with
 a view to "insure that banks continue to evolve their businesses to reduce reliance
on overdraft and not sufficient funds
 fees."
Among other things, the federal regulators require banks to monitor
accounts and to limit the use of overdrafts by
 customers as a form of short-term, high-cost credit, including, for
example, giving customers who overdraw their accounts
 on more than six occasions where a fee is charged in a rolling 12-month
period, a reasonable opportunity to choose a less
 costly alternative and decide whether to continue with fee-based overdraft
coverage.
It also encourages placing appropriate
 daily limits on overdraft fees, and asks banks to consider eliminating overdraft
fees for transactions that overdraw an
 account by de minimis amounts.
Overdraft policies, processes, fees and disclosures have been the subject
of various
 litigation against banks in various jurisdictions. The federal bank
regulators continue to consider responsible small dollar
 lending, including overdrafts and related fee issues and issued principles
for offering small-dollar loans in a responsible
 manner on May 20, 2020.
 CFPB Consumer Financial Protection Circular 2022-06 (Oct. 26,
2022) concluded that overdraft fee practices must comply
 with Regulation Z, Regulation E, and the prohibition against unfair,
deceptive, and abusive acts or practices in Section 1036
 of the Consumer Financial Protection Act.
Further, overdraft fees assessed by financial institutions
on transactions that a
 consumer would not reasonably anticipate are likely unfair even if these comply
with these other consumer laws and
 regulations.
Another CFPB rule applicable to banks with over $10 billion in assets scheduled to become
effective October
 1, 2025, has been challenged in Federal district court for the Southern
District of Mississippi.
Among other things, this rule
 limits overdraft charges to $5 in most cases.

 Residential Mortgages
 CFPB regulations require that lenders determine whether a consumer
has the ability to repay a mortgage loan.
These
 regulations establish certain minimum requirements for creditors when
making ability to repay determinations, and provide
 certain safe harbors from liability for mortgages that are "qualified mortgages"
and are not "higher-priced."
Generally,
 these CFPB regulations apply to all consumer,
closed-end loans secured by a dwelling including home-purchase loans,
 refinancing and home equity loans—whether first or subordinate lien.
Qualified mortgages must generally satisfy detailed
 requirements related to product features, underwriting standards,
and requirements where the total points and fees on a
 mortgage loan cannot exceed specified amounts or percentages of the total
loan amount.
Qualified mortgages must have:
 (1) a term not exceeding 30 years; (2) regular periodic payments that do not result in
negative amortization, deferral of
 principal repayment, or a balloon payment; (3) and be supported with documentation
of the borrower and its credit.
On
 December 10, 2020, the CFPB issued final rules related to "qualified mortgage"
loans. Lenders are required under the law
 to determine that consumers have the ability to repay mortgage loans before
lenders make those loans. Loans that meet
 standards for QM loans are presumed to be loans for which consumers have the ability
to repay.
 The Economic Growth, Regulatory Relief, and Consumer Protection Act of 2018
(the "2018 Growth Act") provides that
 certain residential mortgages held in portfolio by banks with less than $10 billion
in consolidated assets automatically are
 deemed "qualified mortgages." This relieves such institutions from many of the
requirements to satisfy the criteria listed
 above for "qualified mortgages." Mortgages meeting the "qualified mortgage"
safe harbor may not have negative
 amortization, must follow prepayment penalty limitations included
in the Truth in Lending Act, and may not have fees
 greater than 3% of the total value of the loan.
 The Bank generally services the loans it originates, including those it sells.
The CFPB's mortgage servicing
standards
 include requirements regarding force-placed insurance,
certain notices prior to rate adjustments on adjustable-rate
 mortgages, and periodic disclosures to borrowers. Servicers are prohibited
from processing foreclosures when a loan
 modification is pending, and must wait until a loan is more than 120 days delinquent
before initiating a foreclosure action.
 Servicers must provide borrowers with direct and ongoing access to its personnel,
and provide prompt review of any loss
 mitigation application. Servicers must maintain accurate and accessible mortgage
records for the life of a loan and until one
 year after the loan is paid off or transferred. These standards increase the
cost and compliance risks of servicing mortgage
 loans, and the mandatory delays in foreclosures could result in loss of value on
collateral or the proceeds we may realize
 from the sale of foreclosed property.

 We focus our
residential mortgage origination on qualified mortgages and those that meet our
investors' requirements, but
 we may make loans that do not meet the safe harbor requirements for "qualified
mortgages."

 The Federal Housing Finance Authority ("FHFA")
regulates The Federal National Mortgage Association ("Fannie Mae's")
 and the Federal Home Loan Mortgage Corporation ("Freddie Mac")
(individually and collectively,
"GSE"). Among these,
 are repurchase rules applicable to sales of mortgages to the GSEs.
These rules include the kinds of loan defects that could
 lead the GSEs to request a mortgage loan repurchase or seek other remedies against the
mortgage loan originator or seller.

 The FHFA also has updated
these GSEs' representations and warranties framework and provided an independent
dispute
 resolution ("IDR") process to allow a neutral third party to resolve demands
after the GSEs' quality control and appeal
 processes have been exhausted.
 The Bank is subject to the CFPB's integrated
disclosure rules under the Truth in Lending Act and
the Real Estate
 Settlement Procedures Act, referred to as "TRID", for credit transactions
secured by real property.
Our residential mortgage
 strategy, product
offerings, and profitability may change as these regulations are interpreted
and applied in practice, and
 may also change due to any restructuring of Fannie Mae and Freddie Mac as part of
the resolution of their conservatorships.
 The 2018 Growth Act reduced the scope of TRID rules by eliminating the wait time
for a mortgage, if an additional creditor
 offers a consumer a second offer with a lower annual percentage
rate. Congress encouraged federal regulators to provide
 better guidance on TRID in an effort to provide a clearer understanding
for consumers and bankers alike. The law also
 provides partial exemptions from the collection, recording and reporting requirements
under Sections 304(b)(5) and (6) of
 the Home Mortgage Disclosure Act ("HMDA"), for those banks with fewer than 500
closed-end mortgages or less than
 500 open-end lines of credit in both of the preceding two years, provided
the bank's rating under the CRA for the
previous
 two years has been at least "satisfactory."
The CFPB issued a rule to implement and clarify these provisions of the 2018
 Growth Act on August 31, 2018.

 The Bank sells mortgage loans to Fannie Mae and services these on an actual/actual basis.
As a result, the Bank is not
 obligated to make any advances to Fannie Mae on principal and interest
on such mortgage loans where the borrower is
 entitled to forbearance.
 CARES Act Loan Modifications and Forbearance
 The Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") was enacted
on March 27, 2020.
Section 4013
 of that Act allowed banks to temporarily suspend certain GAAP requirements
for restructured loans in light of the effects of
 the COVID-19 pandemic.
On April 7, 2020, the Federal Reserve and the other Federal bank regulators issued an
 Interagency Statement and later guidance encouraging banks to work
prudently with borrowers on covered modifications.

 Section 4021 of the CARES Act allows borrowers under 1-to-4 family
residential mortgage loans sold to Fannie Mae to
 request forbearance up to a year if the borrower experienced financial hardships
during the pandemic.
During forbearance,
 no fees, penalties or interest shall be charged beyond those applicable
if all contractual payments were fully and timely
 paid, and Fannie Mae servicers could not initiate foreclosures or similar procedures
or related evictions or sales until March
 31, 2021, subject to up to a three-month extension.
At December 31, 2024, the Bank had approximately $328 thousand of
 deferred loan amounts and $165 thousand of forbearance on loans sold to Fannie
Mae pursuant to the CARES Act and the
 Interagency Statement.
 Anti-Money Laundering, Countering the Financing of Terrorism
and Sanctions
 Under the Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct
 Terrorism Act of 2001
(the "USA PATRIOT
Act"), financial institutions are subject to prohibitions against specified
 financial transactions and account relationships, as well as to enhanced
due diligence and "know your customer" standards
 in their dealings with foreign financial institutions and foreign customers.

 The USA PATRIOT
Act requires financial institutions to establish anti-money laundering
programs, and sets forth
 minimum standards, or "pillars" for these programs, including:

 the development of internal policies, procedures, and controls;

 the designation of a compliance officer;

 an ongoing employee training program;

 an independent audit function to test the programs; and

 ongoing customer due diligence and monitoring.

 The International Money Laundering Abatement and Anti-Terrorism
Funding Act of 2001 specifies "know your customer"
 requirements that obligate financial institutions to take actions to verify
the identity of the account holders in connection
 with opening an account at any U.S. financial institution.
Bank regulators are required to consider compliance with anti-
 money laundering laws in acting upon merger and acquisition
and other expansion proposals under the BHC Act and the
 Bank Merger Act, and sanctions for violations of this Act can be imposed
in an amount equal to twice the sum involved in
 the violating transaction, up to $1 million.

 Federal Financial Crimes Enforcement Network ("FinCEN") rules
require banks to know the beneficial owners of
 customers that are not natural persons, update customer information
in order to develop a customer risk profile, and
 generally monitor such matters.
 The Federal Reserve, the other bank regulators, the NCUA and FinCEN issued a Joint
Statement on Risk-Focused Bank
 Secrecy Act/Anti-Money Laundering Supervision (July 22, 2019).
Banks that operate in compliance with applicable law,
 properly manage customer relationships and effectively
mitigate risks by implementing controls commensurate with the
 type and level of their risks are neither prohibited nor discouraged from providing
banking services.
Examiners review risk
 management practices to evaluate and assess whether a bank has developed
and implemented effective processes to
 identify, measure,
monitor, and control risks.
 On August 13, 2020, the federal bank regulators issued a joint statement on their
AML/BSA enforcement guidance and
 clarifying that isolated or technical violations or deficiencies are
generally not considered the kinds of problems that would
 result in an enforcement action.
The statement addresses how the agencies evaluate violations of individual pillars of
the
 Bank Secrecy Act and anti-money laundering ("AML/BSA") compliance
program. It describes how the agencies
 incorporate the customer due diligence regulations and recordkeeping
requirements issued by the United States. Department
 of the Treasury ("Treasury")
as part of the internal controls pillar of a financial institution's AML/BSA compliance
 program.
 On October 23, 2020, FinCEN and the Federal Reserve invited comment on a proposed
rule that would amend the
 recordkeeping and travel rules under the Bank Secrecy Act, which would
lower the applicable threshold from $3,000 to
 $250 for international transactions and apply these rules to transactions using
convertible virtual currencies and digital
 assets with legal tender status.
This rule remained a proposal in FinCEN's
Semiannual Agenda published August 16, 2024.
 On January 1, 2021, Congress enacted the Anti-Money Laundering
Act of 2020 and the Corporate Transparency Act
 (collectively, the
"AML Act"), to strengthen anti-money laundering and countering terrorism financing
programs. Among
 other things, the AML Act:

 specifies uniform disclosure of beneficial ownership information for all U.S.
and foreign entities conducting
 business in the U.S.;

 increases potential fines and penalties for BSA violations and improves
whistleblower incentives;

 codifies the risk-based approach to AML compliance;

 modernizes AML systems;

 expands the duties and powers FinCEN; and

 emphasizes coordination and information-sharing among financial institutions,
U.S. financial regulators and
 foreign financial regulators.
 FinCEN regulation 31 C.F.R.
101.380 implements the Corporate Transparency
Act (the "CTA"), and became
effective on
 January 1, 2024.
These regulations require entities to report information about their
beneficial owners and the individuals
 who created the entity (together, "beneficial ownership
information" or "BOI").
FinCEN explained that the rule would help
 protect the U.S. financial system from illicit use by making it more difficult
for bad actors to conceal their financial
 activities through entities with opaque ownership structures.
FinCEN also explained that the proposed reporting obligations
 would provide essential information to law enforcement and others to help
prevent corrupt actors, terrorists, and
 proliferators from hiding money or other property in the United States."
The new rules expand financial institutions'
 obligations under the Customer Due Diligence Rule ("CDD Rule") to collect
information and verify the beneficial
 ownership of legal entities.
Although the Company and the Bank are exempt from the CTA's
requirements to report their
 own respective beneficial owners, the new laws may increase the Bank's
anti-money laundering diligence activities and
 costs.

 On January 23, 2025, the Supreme Court granted the government's
motion to stay a nationwide injunction on enforcement
 of the CTA that
was issued by the U.S. District Court of the Eastern District of Texas
in
 Texas Top
Cop Shop, Inc. v.
 Garland
.
Earlier, on January 7, 2025, another judge in the Eastern
District of Texas issued a separate
nationwide injunction
 of the CTA and
the Beneficial
Ownership Information Reporting Rule (BOI Reporting Rule) in
 Smith v. U.S. Department
 of the Treasury
, which remined in effect as of January 2025.
 FinCEN issued an Alert on January 24, 2025, acknowledging the continuing nationwide
injunction.
This Alert confirmed
 that reporting companies are not currently required to file beneficial ownership
information and are not subject to liability if
 they fail to do so while the order remains in force.
 Bills have been introduced in Congress to repeal the CTA,
and it is unknown whether these will pass or if the
 Administration will continue to defend the litigation challenging the
CTA.
Most recently, the Protect Small Business from
 Excessive Paperwork Act bill was introduced, which, if enacted, would
extend the compliance deadline to December 31,
 2025 for submitting BOI for entities existing before 2024.
 FinCEN published a request for information and comment on December
15, 2021 seeking ways to streamline, modernize
 the United States AML and countering the financing of terrorists.
 The United States has imposed various sanctions upon foreign
countries, including China, Iran, North Korea, Russia and
 Venezuela,
and certain of their government officials and persons.
Banks are required to comply with these sanctions, which
 require additional customer screening and transaction monitoring.
 Russia's February 2022 invasion
of Ukraine has generated a significant number of new sanctions on Russia, Russian
 persons and suppliers of military or dual-purpose products to Russia, The Federal
bank regulators have issued alerts that
 Russia and others may step up cyber-attacks and data intrusions following
the invasion.
FinCEN has issued four alerts on
 potential Russian illicit financial activity since February 2022.
On January 25, 2023, FinCEN issued an alert to financial
 institutions on potential investments in the U.S. commercial real estate sector by
sanctioned Russian elites, oligarchs, their
 family members, and the entities through which they act. The alert listed potential
red flags and typologies involving
 attempted sanctions evasion in the commercial real estate sector,
and reminds financial institutions of their Bank Secrecy
 Act (BSA) reporting obligations.
On February 6, 2025, the DoJ ended Task
Force Klepto Capture, which was established
 in March 2022 to enforce sanctions against Russian officials and oligarchs,
restrictions taken against Russian financial
 institutions, including the prosecution of those who try to evade know-your-customer
and anti-money laundering measures
 and efforts to use cryptocurrency to evade U.S. sanctions.
 Other Laws and Regulations
 The Company is also required to comply with various corporate governance
and financial reporting requirements under the
 Sarbanes-Oxley Act of 2002, as well as related rules and regulations
adopted by the SEC, the Public Company Accounting
 Oversight Board and Nasdaq. In particular,
the Company is required to report annually on internal controls as part of its
 annual report pursuant to Section 404 of the Sarbanes-Oxley Act.

 The Company has evaluated its controls, including compliance with the SEC and
FDIC rules on internal controls, and
 expects to continue to spend significant amounts of time and money on
compliance with these rules.
If the Company fails
 to comply with these internal control rules in the future, it may adversely
affect its reputation, its ability to obtain the
 necessary certifications to its financial statements, its relations with its regulators
and other financial institutions with which
 it deals, and its ability to access the capital markets and offer and
sell Company securities on terms and conditions
 acceptable to the Company.
The Company's assessment of its financial reporting
controls as of December 31, 2024 is
 included in this report with no material weaknesses reported.

 Capital
 The Federal Reserve has risk-based capital guidelines for bank holding
companies and state member banks, respectively.

 These guidelines required, beginning December 31, 2019, a minimum
ratio of capital to risk-weighted assets (including
 certain off-balance
sheet activities, such as standby letters of credit) and capital conservation buffer,
totaling 10.5%.
Tier 1
 capital includes common equity and related retained earnings and
a limited amount of qualifying preferred stock, less
 goodwill and certain core deposit intangibles.
Voting
common equity must be the predominant form of capital.
Tier 2
 capital consists of non–qualifying preferred stock, qualifying subordinated,
perpetual, and/or mandatory convertible debt,
 term subordinated debt and intermediate term preferred stock, up to 45% of pretax
unrealized holding gains on available for
 sale equity securities with readily determinable market values that are
prudently valued, and a limited amount of general
 loan loss allowance. Tier 1 and Tier
2 capital equals total capital.

 In addition, the Federal Reserve has established minimum leverage
ratio guidelines for bank holding companies not subject
 to the Small BHC Policy, and
state member banks, which provide for a minimum leverage ratio of Tier
1 capital to adjusted
 average quarterly assets ("leverage ratio") equal to 4%.
However, bank regulators expect banks and bank
holding
 companies to operate with a higher leverage ratio.
The guidelines also provide that institutions experiencing internal
 growth or making acquisitions will be expected to maintain strong capital positions
substantially above the minimum
 supervisory levels without significant reliance on intangible assets.
Higher capital may be required in individual cases and
 depending upon a bank holding company's
risk profile.
All bank holding companies and banks are expected to hold capital
 commensurate with the level and nature of their risks including the volume
and severity of their problem loans.

 Lastly, the Federal Reserve's
guidelines indicate that the Federal Reserve will continue to consider
a "tangible Tier 1
 leverage ratio" (deducting all intangibles) in evaluating proposals for
expansion or new activities.
The level of Tier 1
 capital to risk-adjusted assets is becoming more widely used by the bank regulators
to measure capital adequacy.
The
 Federal Reserve has not advised the Company or the Bank of any specific minimum
leverage ratio or tangible Tier 1
 leverage ratio applicable to them. Under Federal Reserve policies, bank holding
companies are generally expected to
 operate with capital positions well above the minimum ratios. The Federal
Reserve believes the risk-based ratios do not
 fully take into account the quality of capital and interest rate, liquidity,
market and operational risks. Accordingly,
 supervisory assessments of capital adequacy may differ
significantly from conclusions based solely on the level of an
 organization's
risk-based capital ratio.
 The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA"), among other things, requires the federal
 banking agencies to take "prompt corrective action" regarding depository
institutions that do not meet minimum capital
 requirements.
FDICIA establishes five capital tiers: "well capitalized," "adequately capitalized,"
"undercapitalized,"
 "significantly undercapitalized" and "critically undercapitalized."
A depository institution's capital tier will depend
upon
 how its capital levels compare to various relevant capital measures and
certain other factors, as established by regulation.

 See

"Prompt Corrective Action Rules."
 Basel III Capital Rules
 The Federal Reserve and the other federal bank regulators adopted
in June 2013 final capital rules for bank holding
 companies and banks implementing the Basel Committee on Banking
Supervision's "Basel III: A Global
Regulatory
 Framework for more Resilient Banks and Banking Systems."
These U.S. capital rules are called the "Basel III Capital
 Rules," and generally were fully phased-in on January 1, 2019.
These are included in Federal Reserve Regulation Q.
 The Basel III Capital Rules generally limit Tier
1 capital to common stock and noncumulative perpetual preferred stock.

 The Basel III Capital Rules also introduced a new capital measure, "Common
Equity Tier I Capital" or "CET1."
CET1
 includes common stock and related surplus, retained earnings, and subject
to certain adjustments, minority common equity
 interests in subsidiaries.
CET1 is reduced by deductions for:

 Goodwill and other intangibles, other than mortgage servicing assets ("MSRs"),
which are treated separately,
net
 of associated deferred tax liabilities ("DTLs");

 Deferred tax assets ("DTAs")
arising from operating losses and tax credit carryforwards net of allowances
and
 DTLs;

 Gains on sale from any securitization exposure; and

 Defined benefit pension fund net assets (i.e., excess plan assets), net of
associated DTLs.
 The Company made a one-time election in 2015 and, as a result, the Company's
CET1 is not adjusted for certain
 accumulated other comprehensive income ("AOCI").

 Additional "threshold deductions" of the following that are
individually greater than 10% of CET1 or collectively greater
 than 15% of CET1 (after the above deductions are also made):

 MSAs, net of associated DTLs;

 DTAs arising from
temporary differences that could not be realized through net operating
loss carrybacks, net of
 any valuation allowances and DTLs; and

 Significant common stock investments in unconsolidated financial institutions,
net of associated DTLs.
 Noncumulative perpetual preferred stock and Tier
1 minority interest not included in CET1, subject to limits, will qualify as
 additional Tier I capital.
All other qualifying preferred stock, subordinated debt and qualifying minority
interests will be
 included in Tier 2 capital.
 The various capital elements and total capital requirements under
the Basel III Capital Rules are:
 Fully Phased in
 January 1, 2019
 Minimum CET1

 4.50%
 CET1 Conservation Buffer

 2.50%
 Total CET1

 7.0%
 Deductions from CET1
 100%
 Minimum Tier 1 Capital

 6.0%
 Minimum Tier 1 Capital
 plus
 conservation buffer
 8.5%
 Minimum Total
Capital

 8.0%
 Minimum Total
Capital
 plus
 conservation buffer
 10.5%

 Basel III Changes in Risk-Weightings
 The Basel III Capital Rules significantly change the risk weightings used to determine
risk weighted capital adequacy.

 Among various other changes, the Basel III Capital Rules apply a 250% risk-weighting
to MSRs, DTAs that cannot
be
 realized through net operating loss carrybacks and significant (greater
than 10%) investments in other financial institutions.

 A 150% risk-weighted category applies to "high volatility commercial
real estate loans," or "HVCRE," which are credit
 facilities for the acquisition, construction or development of real property,
excluding one-to-four family residential
 properties or commercial real estate projects where: (i) the loan-to-value
ratio is not in excess of interagency real estate
 lending standards; and (ii) the borrower has contributed capital equal
to not less than 15% of the real estate's "as
 completed" value before the loan was made.
 The Basel III Capital Rules also changed some of the risk weightings used
to determine risk-weighted capital adequacy.
 Among other things, the Basel III Capital Rules:

 Assigned a 250% risk weight to MSRs;

 Assigned up to a 1,250% risk weight to structured securities, including private
label mortgage securities, trust
 preferred CDOs and asset backed securities;

 Retained existing risk weights for residential mortgages, but assign a 100%
risk weight to most commercial real
 estate loans and a 150% risk-weight for HVCRE;

 Assigned a 150% risk weight to past due exposures (other than sovereign
exposures and residential mortgages);

 Assigned a 250% risk weight to DTAs,
to the extent not deducted from capital (subject to certain maximums);

 Retained the existing 100% risk weight for corporate and retail loans; and

 Increased the risk weight for exposures to qualifying securities firms from
20% to 100%.
 HVCRE Risk Weight
 In December 2019, the federal banking regulators published a final rule,
effective April 1, 2020, to implement Section 214
 of the 2018 Growth Act.
This law restricted the bank regulators from assigning a heightened risk to a HVCRE loan
that is
 an acquisition construction or development loan.
The rules define HVCRE loans as loans secured by land or improved real
 property made after December 31, 2014 that:

 primarily finance or refinance the acquisition, development, or construction
of real property;

 the purpose of such loans must be to acquire, develop, or improve such real
property into income producing
 property; and

 the repayment of the loan must depend on the future income or sales proceeds from, or
refinancing of, such real
 property.
exclusions from HVCRE are specified.
The full value of any borrower contributed land (net of any liens on the
 land securing HVCRE exposure) count toward the 15% capital contribution
to the appraised as completed value, which is
 one of the criteria for exemption form the heightened risk weight.
HVCRE loans are assigned a 150% risk weight.

 Capital Conservation Buffer
 Full compliance with the capital conservation buffer
was required beginning January 1, 2019.
Thereafter, permissible
 dividends, stock repurchases and discretionary bonuses will be
limited to the following percentages based on the capital
 conservation buffer as calculated above, subject to
any further regulatory limitations, including those based on risk
 assessments and enforcement actions:
 Capital Conservation
 Buffer %
 Buffer % Limit
 More than 2.50%
 None
 > 1.875% - 2.50%
 60.0%
 > 1.250% - 1.875%
 40.0%
 > 0.625% - 1.250%
 20.0%
 0.625
 - 0 -
 On March 20, 2020, the Federal Reserve and the other federal banking regulators
adopted an interim final rule that
 amended the capital conservation buffer.
This clarifying rule revises the definition of "eligible retained income"
for
 purposes of the maximum payout ratio to allow banking organizations
to more freely use their capital buffers to promote
 lending and other financial intermediation activities, by making the
limitations on capital distributions more gradual. The
 eligible retained income, as used in the Federal Reserve's
Regulation Q capital rule, as corrected on January 13, 2021, is the
 greater of (i) net income for the four preceding quarters, net of
distributions and associated tax effects not reflected in net
 income; and (ii) the average of all net income over the preceding four quarters.
Banking organizations were encouraged to
 make prudent capital distribution decisions.
 Regulatory Capital Changes

Simplification
 The federal bank regulators issued final rules on July 22, 2019 simplifying their
capital rules.
The last of these changes
 become effective on April 1, 2020.
The principal changes for standardized approaches institutions, such
the Company and
 the Bank are:

 Deductions from capital for certain items, such as temporary difference
DTAs, MSAs and investments
in
 unconsolidated subsidiaries were decreased to those amounts that individually
exceed 25% of CET1;

 Institutions can elect to deduct investments in unconsolidated subsidiaries or subject
them to capital requirements;
 and

 Minority interests are included up to 10% of (i) CET1 capital, (ii) Tier
1 capital and (iii) total capital.
 Effects of CECL Accounting Changes
 The Financial Accounting Standards Board's
("FASB") Accounting
Standards Update ("ASU") No. 2016-13 "Financial
 Instruments – Credit Losses (Topic
326): Measurement of Credit Losses on Financial Instruments" on
June 16, 2016, which
 changed the loss model to take into account current expected credit losses ("CECL")
in place of the incurred loss method.

 On May 8, 2020, the agencies issued a statement describing the measurement
of expected credit losses using the CECL
 methodology, and updated
concepts and practices in existing supervisory guidance that remain applicable.
The Company
 adopted CECL effective beginning January 1, 2023
and the Company recognized all effects on its regulatory capital
in the
 year of adoption.

 Prompt Corrective Action Rules
 All of the federal bank regulatory agencies' regulations establish risk-adjusted
measures and relevant capital levels that
 implement the "prompt corrective action" standards.
The relevant capital measures are the total risk-based capital ratio,
 Tier 1 risk-based capital ratio, Common
equity tier 1 capital ratio, as well as the leverage capital ratio.
Under the
 regulations, a state member bank will be:

 well capitalized if it has a total risk-based capital ratio of 10% or greater,
a Tier 1 risk-based capital ratio of 8% or
 greater, a Common equity tier 1 capital ratio
of 6.5% or greater, a leverage capital ratio of
5% or greater and is not
 subject to any written agreement, order,
capital directive or prompt corrective action directive by a federal bank
 regulatory agency to maintain a specific capital level for any capital measure;

 "adequately capitalized" if it has a total risk-based capital ratio of 8.0% or greater,
a Tier 1 risk-based capital ratio
 of 6.0% or greater, a Common Equity Tier
1 capital ratio of 4.5% or greater, and generally
has a leverage capital
 ratio of 4.0% or greater;

 "undercapitalized" if it has a total risk-based capital ratio of less than 8.0%,
a Tier 1 risk-based capital ratio of less
 than 6.0%, a Common Equity Tier 1 capital
ratio of less than 4.5% or generally has a leverage capital ratio of less
 than 4.0%;

 "significantly undercapitalized" if it has a total risk-based capital ratio of less than
6.0%, a Tier 1 risk-based
 capital ratio of less than 6.0%, a Common Equity Tier
1 capital ratio of less than 3%, or a leverage capital ratio of
 less than 3.0%; or

 "critically undercapitalized" if its tangible equity is equal to or less than 2.0%
to total assets.
 The federal bank regulatory agencies have authority to require additional
capital where they determine it is necessary,
 including where a bank is unsafe or unsound condition or where the
bank is determined to have less than a satisfactory
 rating on any of its CAMELS ratings. The regulators have confirmed that
higher capital levels may be required in light of
 market conditions and risk.
 Depository institutions that are "adequately capitalized" for bank
regulatory purposes must receive a waiver from the FDIC
 prior to accepting or renewing brokered deposits, and cannot pay interest
rates or brokered deposits that exceeds market
 rates by more than 75 basis points.
Banks that are less than "adequately capitalized" cannot accept or renew
brokered
 deposits.
FDICIA generally prohibits a depository institution from making any capital
distribution, including paying
 dividends or any management fee to its holding company,
if the depository institution thereafter would be
 "undercapitalized".
Institutions that are "undercapitalized" are subject to growth limitations and are
required to submit a
 capital restoration plan for approval.
 A depository institution's parent
holding company must guarantee that the institution will comply with such capital
 restoration plan.
The aggregate liability of the parent holding company is limited to the lesser of
5% of the depository
 institution's total assets at the time
it became undercapitalized and the amount necessary to bring the institution
into
 compliance with applicable capital standards.
If a depository institution fails to submit an acceptable plan, it is treated
as if
 it is "significantly undercapitalized".
If the controlling holding company fails to fulfill its obligations under FDICIA and
 files (or has filed against it) a petition under the federal Bankruptcy Code,
the claim against the holding company's
capital
 restoration obligation would be entitled to a priority in such bankruptcy
proceeding over third-party creditors of the bank
 holding company.
 Significantly undercapitalized depository institutions may be subject
to a number of requirements and restrictions,
 including orders to sell sufficient voting stock to
become "adequately capitalized", requirements to reduce total assets, and
 cessation of receipt of deposits from correspondent banks.
"Critically undercapitalized" institutions are subject to the
 appointment of a receiver or conservator.
Because the Company and the Bank exceed applicable capital requirements,
 Company and Bank management do not believe that the prompt corrective
action provisions of FDICIA have had or are
 expected to have any material effect on the Company
and the Bank or their respective operations.

 Dividends and Distributions
 The Company is a legal entity separate and distinct from the Bank.
Federal Reserve Regulation Q limits "distributions,"
 including discretionary bonus payments from eligible retained
income" by state member banks, such as the Bank, unless its
 capital conservation buffer of common equity Tier
1 capital ("CET1") exceeds 2.5%. "Distributions" include dividends
 declared or paid on common stock, discretionary bonuses and stock
repurchases, redemptions or repurchases of Tier 2
 capital instruments (unless replaced by a capital instrument in the same quarter).
"Eligible retained income" for the Bank
 and other Federal Reserve regulated institutions is the greater of:

 net income for the four preceding calendar quarters, net of any distributions and associated
tax effects not already
 reflected in net income; or

 the average net income over the preceding four quarters.
 The Company's primary source
of cash is dividends from the Bank.
The Bank's Call Report are used for its calculation
of
 "eligible retained income."
 The Bank's capital conservation
buffer exceeded 2.5% at December 31, 2024.
 As of December 31, 2024, the Bank is "well capitalized" under the regulatory
framework for prompt corrective action. To
 be categorized as "well capitalized," the Bank must maintain minimum common
equity Tier 1, total risk-based, Tier
1 risk-
 based, and Tier 1 leverage ratios as set forth in the
following table. Management has not received any notification from the
 Bank's regulators, which changes the Bank's
regulatory capital status.
 Prior regulatory approval also is required by statute if the total of all dividends
declared by a state member bank (such as
 the Bank) in any calendar year will exceed the sum of such bank's
net profits for the year and its retained net profits for the
 preceding two calendar years, less any required transfers to surplus.
During 2024, the Bank paid total cash dividends of
 approximately $3.8 million to the Company.
At December 31, 2024, the Bank had net profits for the year and retained net
 profits for the preceding two calendar years, less any required transfers to surplus,
of $9.7 million.
 In addition, the Company and the Bank are subject to various general regulatory
policies and requirements relating to the
 payment of dividends, including requirements to maintain capital above
regulatory minimums. The appropriate federal and
 state regulatory authorities are authorized to determine when the payment
of dividends would be an unsafe or unsound
 practice, and may prohibit such dividends. The Federal Reserve has indicated
that paying dividends that deplete a state
 member bank's capital base
to an inadequate level would be an unsafe and unsound banking practice.
The Federal Reserve
 has indicated that depository institutions and their holding companies should
generally pay dividends only out of current
 year's operating earnings.
See "Regulatory Capital Changes" and Note 15 to the Company's
consolidated financial
 statements.
 Federal Reserve Supervisory Letter SR-09-4 (February 24,
2009), as revised December 21, 2015, applies to dividend
 payments, stock redemptions and stock repurchases.
Prior consultation with the Federal Reserve supervisory staff is
 required before:

 redemptions or repurchases of capital instruments when the bank
holding company is experiencing financial
 weakness; and

 redemptions and purchases of common or perpetual preferred stock
which would reduce such Tier 1 capital at end
 of the period compared to the beginning of the period.

 Bank holding company directors must consider different
factors to ensure that its dividend level is prudent relative to
 maintaining a strong financial position, and is not based on overly optimistic earnings
scenarios, such as potential events
 that could affect its ability to pay,
while still maintaining a strong financial position. As a general matter,
the Federal
 Reserve has indicated that the board of directors of a bank holding company
should consult with the Federal Reserve and
 eliminate, defer or significantly reduce the bank holding company's
dividends if:

 its net income available to shareholders for the past four quarters, net of dividends
previously paid during that
 period, is not sufficient to fully fund the dividends;

 its prospective rate of earnings retention is not consistent with its capital needs and overall
current and prospective
 financial condition; or

 It will not meet, or is in danger of not meeting, its minimum regulatory capital
adequacy ratios.

 Community Bank Leverage Ratio Framework
 Section 201 of the 2018 Growth Act provides that banks and bank holding
companies with consolidated assets of less than
 $10 billion that meet a "community bank leverage ratio," established by
the federal bank regulators as part of the
 community bank leverage ratio framework ("CBLR").
The federal banking agencies have the discretion to determine
that
 an institution does not qualify for such treatment due to its risk profile. An institution's
risk profile may be assessed by
 its off-balance sheet exposure, trading of assets and liabilities, notional
derivatives' exposure, and other methods.
 The CBLR framework which became effective
January 1, 2020, allows qualifying CBOs to adopt a simple leverage ratio to
 measure capital adequacy.
The CBLR may be elected by depository institutions and their holding companies
and is
 intended to reduce regulatory burdens for qualifying community
banking organizations that do not use advanced
 approaches capital measures, and otherwise qualify.
Eligible institutions must have:

 less than $10 billion of assets;

 a leverage ratio greater than 9%;

 off-balance sheet exposures of 25% or less of total consolidated assets; and

 trading assets plus trading liabilities of less than 5% of total consolidated
 The CBLR leverage ratio is Tier 1 capital divided
by average total consolidated asset for the latest quarter,
taking into
 account the capital simplification discussed above and the CECL related capital
transitions.
 A CBLR banking organization with a ratio above the requirement
will not be subject to other capital and leverage
 requirements.
If elected by a banking organization, The CBLR leverage
ratio will be the sole capital measure, and electing
 institutions will not have to calculate or use any other capital measure for regulatory
purposes.
The Company has not
 adopted the CBLR, although it believes it is eligible to elect to use the CBLR framework.
Management believes that
 current risk-based capital measures are useful and reflect the risks of the
Company's earning assets in a manner
most
 comparable to other banking organizations and which
may be useful to investors.
It may consider the CBLR in the future.
 FDICIA
 FDICIA directs that each federal bank regulatory agency prescribe standards
for depository institutions and depository
 institution holding companies relating to internal controls, information
systems, internal audit systems, loan documentation,
 credit underwriting, interest rate exposure, asset growth composition,
a maximum ratio of classified assets to capital,
 minimum earnings sufficient to absorb losses, a minimum
ratio of market value to book value for publicly traded shares,
 safety and soundness, and such other standards as the federal bank
regulatory agencies deem appropriate.

 Enforcement Policies and Actions
 The Federal Reserve and the Alabama Superintendent examine and
regulate our compliance with laws and regulations,
 including the CFPB's regulations.
The CFPB issues regulations, interpretations and enforcement actions
under the laws
 applicable to consumer financial products and services.
Violations of laws and regulations, including
those administered by
 the CFPB, or other unsafe and unsound practices, may result in the Federal
Reserve and the Alabama Superintendent
 imposing fines, penalties and/or restitution, cease and desist orders,
or taking other formal or informal enforcement actions.

 Under certain circumstances, these agencies may enforce
these remedies directly against officers, directors, employees and
 others participating in the affairs of a bank or bank holding
company, in the form of fines, penalties,
or the recovery, or
 claw-back, of compensation.
 Fiscal and Monetary Policies
 Banking is a business that depends on interest rate differentials.
In general, the difference between the interest paid by
a
 bank on its deposits and its other borrowings, and the interest received by
a bank on its loans and securities holdings,
 constitutes the major portion of a bank's
earnings.
Thus, the earnings and growth of the Company and the Bank, as well as
 the values of, and earnings on, its assets and the costs of its deposits and other
liabilities are subject to the influence of
 economic conditions generally,
both domestic and foreign, and also to the monetary and fiscal policies of the
United States
 and its agencies, particularly the Federal Reserve.
The Federal Reserve regulates the supply of money through various
 means, including open market dealings in United States government
securities, the setting of discount rate at which banks
 may borrow from the Federal Reserve, and the reserve requirements
on deposits.

 The Federal Reserve has been paying interest on depository institutions required
and excess reserve balances since October
 2008.
The payment of interest on excess reserve balances was expected to give the
Federal Reserve greater scope to use its
 lending programs to address conditions in credit markets while also maintaining
the federal funds rate close to the target
 rate established by the Federal Open Market Committee.
The Federal Reserve has indicated that it may use this authority to
 implement a mandatory policy to reduce excess liquidity,
in the event of inflation or the threat of inflation.

 In April 2010, the Federal Reserve Board amended Regulation D (Reserve
Requirements of Depository Institutions)
 authorizing the Reserve Banks to offer term deposits to
certain institutions.
Term deposits, which
are deposits with
 specified maturity dates, will be offered through a Term
Deposit Facility.
Term deposits will be one
of several tools that
 the Federal Reserve could employ to drain reserves when policymakers
judge that it is appropriate to begin moving to a less
 accommodative stance of monetary policy.

 In 2011, the Federal Reserve repealed its historical
Regulation Q to permit banks to pay interest on demand deposits.
 In light of disruptions in economic conditions caused by the outbreak of COVID-19
and the stress in U.S. financial markets,
 the Federal Reserve, Congress and the Department of the Treasury
took a host of fiscal and monetary measures. In March
 2020, the Federal Reserve reduced the federal funds rate target
twice to 0-0.25%. The Federal Reserve established various
 liquidity facilities pursuant to section 13(3) of the Federal Reserve Act to
help stabilize the financial system and purchased
 large amounts of government and government agency
mortgaged backed securities.
 During 2021 and at the beginning of 2022, the Federal Reserve described
inflation as "transitory," but
as inflation
 continued at increasing rates the Federal Reserve's
policy changed.
The Federal Reserve announced a 25 basis point
 increase in the target federal funds range on March 17,
2022, the first change since March 2020 when the target was set to
 0-0.25%.
Further increases were announced in 2022: 50 basis points on May 4, 75 basis points on
each of June 15, July 27,
 September
21, and November 2, and 50 basis points on December 14, 2022.
During 2023, the Federal Reserve announced
 additional target rate increases of 25 basis points on
each of February 1, 2023, March 2022, May 3 and July 26, 2023.
The
 federal funds target rate range was 5.25-5.50% from May 4, 2023
until September 19, 2024, when it was reduced to 4.75%
 -5.00%.
Two other reductions in November
and December resulted in a target range of 4.25%-4.50%.

 The Federal Reserve's securities
holdings in its System Open Market Account ("SOMA") increased
from $3.9 trillion in
 early March 2020 to $9.0 trillion at April 11,
2021, largely as a result of securities purchases as the Federal Reserve
 injected liquidity as a result of the COVID-19 pandemic.
 On May 4, 2022, the Federal Reserve announced its plan to reduce
its securities holdings in an effort to reduce inflation:

 Reinvestments of principal of maturing Treasury
securities would be reduced by $30 billion per month for three
 months and thereafter would be $60 billion per month.

 Reinvestments of principal of maturing agency debt and agency mortgage
-backed securities would be reduced by
 $17.5 billion per month for three months and thereafter would be $35 billion
per month.

 These declines would slow and then stop when the Federal Reserve's
balance sheet was somewhat above the
 balance it deemed ample.
 On May 4, 2024, the Federal Reserve's
Federal Open Market Committee ("FOMC") announced that beginning
in June
 2024, it would slow the pace of decline of its securities holdings by
reducing the monthly redemption cap on Treasury
 securities from $60 billion to $25 billion.
The Committee maintained the monthly redemption cap on agency debt
and
 agency mortgage-backed securities at $35 billion and will reinvest any
remaining principal amounts of maturing securities
 in Treasury securities.
The Federal Reserve's SOMA was $6.4
trillion on February 5, 2025 compared to $7.0 trillion on
 February 28, 2024.
 The Federal Reserve seeks to maintain maximum employment and
targets longer term inflation of 2% based on annual
 changes in the personal consumption expenditures.
The FOMC stated on January 29, 2024 that the FOMC judges that the
 risks to achieving its employment and inflation goals are roughly in balance.
The economic outlook is uncertain, and the
 Committee is attentive to the risks to both sides of its dual mandate. Inflation
remained above that rate through February
 2024.
The Federal Reserve Chairman has indicated that the FOMC is not in a hurry
to reduce its target federal funds rate
 further at this time.
 On March 12, 2023, as a result of unrealized securities losses resulting from increased
market rates, liquidity issues at two
 banks with over $100 billion of assets which failed, the Federal Reserve established a new
Bank Term Funding
Program
 ("BTFP").
The BTFP offered loans of up to one year to banks, savings associations,
credit unions, and other eligible
 depository institutions pledging U.S. Treasuries,
agency debt and mortgage-backed securities, and other qualifying
assets as
 collateral. These assets were valued at par and the margin was 100% of par.
The BTFP expires March 11, 2024, except for
 loans outstanding prior to its expiration.
The Company did not participate in the BTFP in 2023.

 The Federal Reserve on March 12, 2023 stated that depository institutions also may
obtain liquidity against a wide range of
 collateral through the Federal Reserve's
discount window,
which was available with the same collateral margins as the
 BTFP,
but which offers loans of up to 90 days.
Collateral is valued under the discount window is based on fair market
 values, collateral margins subsequently have been reduced
to less than 100% of collateral fair market value, with the
 amount of discount depending on the type of collateral.
 FDIC Insurance Assessments
 The Bank's deposits are insured
by the FDIC's DIF,
and the Bank is subject to FDIC assessments for its deposit insurance.

 Since 2011, and as discussed above under "Recent
Regulatory Developments", the FDIC has been calculating assessments
 based on an institution's average
consolidated total assets less its average tangible equity (the "FDIC Assessment Base")
in
 accordance with changes mandated by the Dodd-Frank Act.
The FDIC changed its assessment rates which shifted part of
 the burden of deposit insurance premiums toward depository institutions relying
on funding sources other than deposits.
 In 2016, the FDIC again changed its deposit insurance pricing and eliminated
all risk categories and now uses "financial
 ratios method" based on CAMELS composite ratings to determine assessment
rates for small established institutions with
 less than $10 billion in assets ("Small Banks").
The financial ratios method sets (i) a maximum assessment for CAMELS 1
 and 2 rated banks, and (ii) minimum assessments for lower rated institutions.
All basis points are annual amounts.

 The following table shows the FDIC assessment schedule for Small Banks, such
as the Bank, for the first assessment period
 of 2023 to be billed in June 2023, which is the latest available:
 Established Small Institution
 CAMELS Composite
 1 or 2
 4 or 5
 Initial Base Assessment Rule
 5 to 18 basis points
 8 to 32 basis points
 18 to 32 basis points
 Unsecured Debt Adjustment.

 Cannot exceed the lesser of 5
 basis points or 50% of the
 bank's initial FDIC
 assessment rate
 -5 to 0 basis points
 -5 to 0 basis points
 -5 to 0 basis points
 Brokered Deposit
 Adjustment

 N/A
 N/A
 N/A
 Total Base Assessment
Rate
 2.5 to 18 basis points
 4 to 32 basis points
 13 to 32 basis points
 As shown above. these assessments are adjusted based on the bank's
CAMELS rating.
For example, Small Banks, with
 CAMELS ratings of 1 or 2, have a current total assessment rate of 2.5 to 18 basis points
for the period to be billed in June
 2023.

 The FDIC issued a special assessment of 3.36 basis points for a projected eight quarters on large
banks with more than $5
 billion of uninsured deposits as a result of the systemic risk determination
to insure all depositors in connection with the
 March 2023 failures of Silicon Valley
Bank and Signature Bank.
These special assessments do not apply to the Bank.
 The minimum FDIC's DIF reserve
ratio is 1.35%, which was set by the Dodd-Frank Act.
The FDIC Board of directors is
 required by the Federal Deposit Insurance Act (the "FDI Act") to designate
a reserve ratio before the beginning of each
 calendar year.
There is no upper limit on the reserve ratio and thus, no statutory limit on the size of the fund. The
FDI Act
 provides for dividends from the fund when the reserve ratio exceeds 1.5 percent, but
grants the Board sole discretion in
 determining whether to suspend or limit the declaration or payment of dividends.
The reserve ratio reached 1.36% on
 September 30, 2018, exceeding the minimum requirement.
As a result, deposit insurance surcharges on Large
Banks
 ceased, and smaller banks received credits against their deposit assessments from
the FDIC for their portion of assessments
 that contributed to the growth in the reserve ratio from 1.15% to 1.35%.
The Bank's credit was $0.2 million, and was
 received and applied against the Bank's
deposit insurance assessments during 2019 and 2020.

Because of the extraordinary growth in deposits in the first six months of 2020
due to the pandemic and government
 stimulus, the DIF's reserve ratio declined
below 1.35% to 1.30%. The FDIC issued a restoration plan on September
15,
 2020 designed to restore the reserve ratio to at least the statutory minimum
of 1.35% within 8 years. Although the FDIC, at
 that time, maintained its then current assessment rates, the FDIC may increase
deposit assessment rates by up to two basis
 points without notice, or more following notice and a comment period,
to meet the required reserve ratio.
The designated
 reserve ratio has been 2% since 2010, and was set at this same level for 2025.
 The Company recorded FDIC insurance premiums expenses of $0.5 million
for both 2024 and 2023, respectively,
which
 reflects the FDIC's amended
restoration plan increases in the initial base deposit insurance assessment rate schedules
 uniformly by 2 basis points, beginning with the first quarterly assessment period of 2023.

 CRE and Leveraged Loans
 CRE
 The federal bank regulatory agencies released guidance in 2006
on "Concentrations in Commercial Real Estate Lending"
 (the "CRE Guidance").
The CRE Guidance defines CRE loans as exposures secured by raw land,
land development and
 construction (including 1-4 family residential construction), multi-family
property, and non-farm nonresidential
property
 where the primary or a significant source of repayment is derived from
rental income associated with the property (that is,
 loans for which 50% or more of the source of repayment comes from
third party, non-affiliated,
rental income) or the
 proceeds of the sale, refinancing, or permanent financing of this property.
Loans to REITs and unsecured
loans to
 developers that closely correlate to the inherent risks in CRE markets would
also be considered CRE loans under the CRE
 Guidance.
Loans on owner occupied CRE are generally excluded.
In December 2015, the Federal Reserve and other bank
 regulators issued an interagency statement to highlight prudent risk
management practices from existing guidance that
 regulated financial institutions and made recommendations regarding
maintaining capital levels commensurate with the
 level and nature of their CRE concentration risk.
 The CRE Guidance requires that banks have appropriate processes be in
place to identify, monitor
and control risks
 associated with real estate lending concentrations.
This could include enhanced strategic planning, CRE underwriting
 policies, risk management, internal controls, portfolio stress testing and
risk exposure limits as well as appropriately
 designed compensation and incentive programs.
Higher allowances for loan losses and capital levels may also be required.

 The CRE Guidance is triggered when either:

 Total reported loans
for construction, land development, and other land of 100% or more of a bank's
total capital;
 or

 Total reported loans
secured by multifamily and nonfarm nonresidential properties and loans for
construction, land
 development, and other land are 300% or more of a bank's
total risk-based capital.

 This CRE Guidance was supplemented by the Interagency Statement on
Prudent Risk Management for Commercial Real
 Estate Lending (December 18, 2015).
The CRE Guidance also applies when a bank has a sharp increase in CRE loans or
 has significant concentrations of CRE secured by a particular property
type. See "Management's Discussion and Analysis
 of Financial Condition and Results of Operations - Balance Sheet Analysis" for
concentrations of the various types of CRE
 loans.
 At December 31, 2024, the Bank had outstanding $82.8 million in construction
and land development loans and $324.0
 million in total CRE loans (excluding owner occupied properties), which represent
approximately 73% and 286%,
 respectively, of
the Bank's total risk-based capital at December
31, 2024.
The Company has always had significant
 exposures to loans secured by commercial real estate due to the nature of its markets
and the loan needs of both its retail
 and commercial customers.
The Company believes its long-term experience in CRE lending, underwriting policies,
 internal controls, and other policies currently in place, as well as its loan and credit
monitoring and administration
 procedures, are generally appropriate to manage its concentrations as required
under the Guidance.

 The Federal Reserve joined the other depository institution regulators in issuing
a Policy Statement on Prudent Commercial
 Real Estate Loan Accommodations and Workouts
(June 30, 2023).
This Policy Statement builds on and updates existing
 guidance to enable financial institutions to work prudently and constructively
with creditworthy borrowers during times of
 financial stress.
The Policy Statement provides a broad set of risk management principles relevant
to CRE short term loan
 accommodations and longer-term workouts in all
business cycles, particularly in challenging economic environments.
It
 states that the regulatory agencies expect their examiners to take a balanced approach
in assessing the adequacy of a
 financial institution's risk management practices for loan accommodation
and workout activities.
Financial institutions that
 implement prudent CRE loan accommodation and workout arrangements
after performing a comprehensive review of a
 borrower's financial condition will not be subject to criticism for engaging in
these efforts, even if these arrangements result
 in modified loans that have weaknesses that result in adverse classification. In addition,
modified loans to borrowers who
 have the ability to repay their debts according to reasonable terms will not be
subject to adverse classification solely
 because the value of the underlying collateral has declined to an amount that
is less than the outstanding loan balance.
The
 Policy Statement also describes the classifications of CRE loan accommodations
and workouts and addresses regulatory
 accounting and reporting in such situations, including CECL.

 Leveraged Loans

 In 2013, the Federal Reserve and other banking regulators issued their "Interagency
Guidance on Leveraged Lending"
 highlighting standards for originating leveraged transactions and managing
leveraged portfolios, as well as requiring banks
 to identify their highly leveraged transactions, or HLTs.
The Government Accountability Office issued a statement on
 October 23, 2017 that this guidance constituted a "rule" for purposes of the Congressional
Review Act, which provides
 Congress with the right to review the guidance and issue a joint resolution
for signature by the President disapproving it.

 No such action was taken, and instead, the federal bank regulators issued a September
11, 2018 "Statement Reaffirming the
 Role of Supervisory Guidance."
This Statement indicated that guidance does not have the force or effect
of law or provide
 the basis for enforcement actions, but this guidance can outline supervisory
agencies' views of supervisory expectations and
 priorities, and appropriate practices.
The federal bank regulators continue to identify elevated risks in leveraged
loans and
 shared national credits.
 The Bank did not have any leveraged loans at year-end
2024 or 2023 subject to the Interagency Guidance on Leveraged
 Lending or that were shared national credits.
 Other Dodd-Frank Act Provisions
 The Dodd-Frank Act provides shareholders of all public companies with
a say on executive compensation.
Under the
 Dodd-Frank Act, each company must give its shareholders the opportunity to
vote on the compensation of its executives, on
 a non-binding advisory basis, at least once every three years.
The Dodd-Frank Act also adds disclosure and voting
 requirements for golden parachute compensation that is payable to named
executive officers in connection with sale
 transactions.

 The SEC is required under the Dodd-Frank Act to issue rules obligating companies to
disclose in proxy materials for annual
 shareholders meetings, information that shows the relationship between
executive compensation actually paid to their
 named executive officers and their financial performance,
taking into account any change in the value of the shares of a
 company's stock and dividends or
distributions.
The Dodd-Frank Act also provides that a company's
compensation
 committee may only select a consultant, legal counsel or other advisor on methods
of compensation after taking into
 consideration factors to be identified by the SEC that affect the independence
of a compensation consultant, legal counsel
 or other advisor.
 Section 954 of the Dodd-Frank Act added section 10D to the Exchange Act.
Section 10D directs the SEC to adopt rules
 prohibiting a national securities exchange or association from listing a company
unless it develops, implements, and
 discloses a policy regarding the recovery or "claw-back" of executive
compensation in certain circumstances.
In the event
 of an accounting restatement due to material noncompliance with a financial
reporting requirement under the federal
 securities laws, the policy must require that the company recover from
any current or former executive officer,
any
 incentive-based compensation (including stock options) received
during the three-year period preceding the date of the
 restatement, which is in excess of what would have been paid based on the restated
financial statements.
There is no
 requirement of wrongdoing by the executive, and the claw-back is mandatory
and applies to all executive officers.
Section
 954 augments section 304 of the Sarbanes-Oxley Act, which requires the
CEO and CFO to return any bonus or other
 incentive-
or equity-based compensation received during the 12 months following the date
of similarly inaccurate financial
 statements, as well as any profit received from the sale of employer securities during
the period, if the restatement was due
 to misconduct.
Unlike section 304, under which only the SEC may seek recoupment,
the Dodd-Frank Act requires the
 Company to seek the return of compensation.

 The SEC adopted, effective January 27, 2023, Commission Rule 10D
-1 under the Exchange Act, which requires each
 national securities exchange to adopt listing standards for the recovery of erroneously
awarded executive compensation.

 The Commission approved Nasdaq Listing Rule 5608 ("Rule 5608") on June
9, 2023.
Under Rule 10D-1, listed companies
 must recover from current and former executive officers'
incentive-based compensation received during the three
 completed fiscal years preceding the date on which the issuer is required to prepare
an accounting restatement.

 Under these SEC and Nasdaq rules, the recovery of erroneously awarded
compensation is required on a "no fault" basis,
 without regard to whether any misconduct occurred or an executive officer's
responsibility for the erroneous financial
 statements. A restatement due to material noncompliance with any financial
reporting requirement under the securities laws
 triggers application of the recovery policy.
The determination regarding materiality of an error should be based on facts and
 circumstances and existing judicial and administrative interpretations.
The proposed Nasdaq Rule requires recovery for
 restatements that correct errors that are material to previously issued financial statements
(commonly referred to as "Big R"
 restatements), as well as for restatements that correct errors that are not material
to previously issued financial statements
 but would result in a material misstatement if the errors were left uncorrected
in the current report or the error correction
 was recognized in the current period (commonly referred to as "little r" restatement).

 Nasdaq-listed companies, such as the Company,
are required to recover the amount of incentive-based compensation
 received by an executive officer that exceeds the amount the executive
officer would have received had the incentive-based
 compensation been determined based on the accounting restatement,
computed without regard to any taxes paid.
Nasdaq
 defines "incentive-based compensation" as any compensation that is granted,
earned or vested based wholly or in part upon
 the attainment of any "financial reporting measure."
Incentive-based compensation is deemed received on or after October
 2, 2023 and in the fiscal period during which the financial reporting measure
specified in the incentive-based compensation
 award is attained, even if the grant or payment of the incentive-based
compensation occurs after the end of that period.
 The Company adopted an Erroneously Awarded
Executive Incentive Based Compensation Policy effective
December 1,
 2023 to comply with these rules.
 The SEC adopted a rule in August 2013 to implement pay ratios pursuant to Section 953
of the Dodd-Frank Act comparing
 their CEO's total compensation to
the median compensation of all other employees.
These rules applied beginning to fiscal
 year 2017 annual reports and proxy statements.
Smaller reporting companies, such as the Company,
are exempted from
 this rule.
 The Dodd-Frank Act, Section 955, requires the SEC, by rule, to require
that each company disclose in the proxy materials
 for its annual meetings whether an employee or board member is permitted
to purchase financial instruments designed to
 hedge or offset decreases in the market value of equity
securities granted as compensation or otherwise held by the
 employee or board member.
The SEC adopted changes to its Reg. S-K Item 407(i) implementing this Section.
 The Company adopted its 2024 Incentive Plan in May 2024, but had not granted
any awards under that Plan as of February
 12, 2025.
The Company's insider trading policy,
which applies to all Company and Bank directors, officers, employees
 and certain independent contractors and specified related persons (collectively,
"Covered Persons").
This Policy prohibits
 Covered Persons, from short-selling Company securities or engaging in
transactions involving Company "Derivative
 Securities."
This prohibition includes, without limitation, trading in Company-based
put option contracts, including
 straddles, and the like.
Derivative Securities include options, warrants, restricted stock units, stock appreciation
rights or
 similar rights whose value is derived from the value of an equity or other
security, including Company Securities.
The
 Company's Insider Trading
Policy is included as an exhibit to its annual report on SEC Form 10-K.
 Section 956 of the Dodd-Frank Act prohibits incentive-based compensation
arrangements that encourage inappropriate risk
 taking by covered financial institutions, are deemed to be excessive, or that
may lead to material losses.
In June 2010, the
 federal bank regulators adopted Guidance on Sound Incentive Compensation
Policies, which, although targeted to larger,
 more complex organizations than the Company,
includes principles that have been applied to smaller organizations similar
 to the Company.
This Guidance applies to incentive compensation to executives as well as employees, who,
"individually
 or a part of a group, have the ability to expose the relevant banking organization
to material amounts of risk."
Incentive
 compensation should:

 Provide employees incentives that appropriately balance risk and reward;

 Be compatible with effective controls and risk-management;
and

 Be supported by strong corporate governance, including active and
effective oversight by the organization's
board
 of directors.
 The federal bank regulators stated that this Guidance is expected to generally
have less effect on smaller banking
 organizations, which typically are less complex and make
less use of incentive compensation arrangements than larger
 banking organizations.

 The federal bank regulators, the SEC and other regulators proposed regulations
implementing Section 956 in April 2011,
 which would have been applicable to, among others, depository
institutions and their holding companies with $1 billion or
 more in assets.
An advance notice of a revised proposed joint rulemaking under Section 956
was published by the financial
 services regulators in May 2016, but these rules have not been adopted.
 Following the failures of Silicon Valley
Bank and Signature Bank in early March 2023, Senator Elizabeth Warren
and co-
 sponsors, filed S.1045 "Failed Bank Executives Clawback Act."
This bill provides that when a bank is placed into FDIC
 receivership, all or part of the compensation paid the previous five
years to an institution-affiliated party responsible for the
 condition of the institution must be paid to FDIC to prevent unjust enrichment
and to assure that the party bears losses
 consistent with their responsibility.
Compensation includes salary,
bonuses, awards, and profits from buying or selling
 securities.
The bill also expands the FDIC's authority
to claw back compensation of parties responsible for financial losses
 incurred by a financial company regardless of the process by which FDIC is appointed
receiver.

 Debit Card Interchange Fees
 The "Durbin Amendment" to the Dodd-Frank Act and implementing
Federal Reserve regulations provide that interchanged
 transaction fees for electronic debit transactions be "reasonable" and proportional
to certain costs associated with
 processing the transactions.
The Durbin Amendment and the Federal Reserve rules thereunder are not applicable
to banks
 with assets less than $10 billion. Such smaller banks, however,
compete with banks that are subject to the Durbin
 Amendment, and therefore may have to limit their interchange fees, also.

 Other Legislative and Regulatory Changes
legislative and regulatory proposals, including substantial changes in
banking, and the regulation of banks, thrifts
 and other financial institutions, compensation, and the regulation of financial
markets and their participants, and financial
 instruments and securities, and the regulators of all of these, as well as the taxation of
these entities, are being considered by
 the executive branch of the federal government, Congress and various state governments,
including Alabama.

 The 2018 Growth Act, which was enacted on May 24, 2018, amended
the Dodd-Frank Act, the BHC Act, the Federal
 Deposit Insurance Act and other federal banking and securities laws to provide
regulatory relief in these areas:

 consumer credit and mortgage lending;

 capital requirements;

 Volcker
Rule compliance;

 stress testing and enhanced prudential standards;

 increased the asset threshold under the Federal Reserve's
Small BHC Policy from $1 billion to $3 billion; and

 capital formation.
 The following provisions of the 2018 Growth Act are helpful to banks of
our size, and we have benefitted from the Growth
 Act's changes to the deposit rules:

 "qualifying community banks," defined as institutions with total consolidated
assets of less than $10 billion, which
 meet a "community bank leverage ratio, which is currently 9.0%, may
be deemed to have satisfied applicable risk-
 based capital requirements as well as the capital ratio requirements;

 section 13(h) of the BHC Act, or the "Volcker
Rule," is amended to exempt from the Volcker
Rule, banks with
 total consolidated assets valued at less than $10 billion ("community banking
organizations"), and trading assets
 and liabilities comprising not more than 5.00% of total assets; and

 "reciprocal deposits" will not be considered "brokered deposits" for FDIC purposes,
provided such deposits do not
 exceed the lesser of $5 billion or 20% of the bank's
total liabilities.
 On July 9, 2019, the federal banking agencies, together with the SEC and the
Commodities Futures Trading Commission
 ("CFTC"), issued a final rule excluding qualifying community banking
organizations from the Volcker
Rule pursuant to the
 2018 Growth Act. The Volcker
Rule change may enable us to invest in certain collateralized loan obligations
that are
 treated as "covered funds" and other investments prohibited to banking entities by
the Volcker
Rule.
 The FDIC announced on December 19, 2018, a final rule allows reciprocal
deposits to be excluded from "brokered
 deposits" up to the lesser of $5 billion or 20% of their total liabilities.
Institutions that are not both well capitalized and
 well rated are permitted to exclude reciprocal deposits from brokered
deposits in certain circumstances.

 The FDIC issued comprehensive changes to its brokered deposit rules effective
April 1, 2021. The revised rules establish
 new standards for determining whether an entity meets the statutory definition
of "deposit broker," and identifies a number
 of businesses that automatically meet the "primary purpose exception"
from a "deposit broker."
The revisions also provide
 an application process for entities that seek a "primary purpose exception,"
but do not meet one of the designated
 exceptions."
The new rules provide us greater flexibility,
but we have limited our brokered deposits.
 Reciprocal deposits have expanded our funding and liquidity sources without being
subjected to FDIC limitations on
 depositor FDIC insurance coverage and potential federal deposit insurance
assessment increases for brokered deposits.

 The applicable agencies also issued final rules simplifying the Volcker
Rule's proprietary trading restrictions
effective
 January 1, 2020. On June 25, 2020, the agencies adopted a final rule simplifying
the Volcker
Rule's covered fund
 provisions effective October 1, 2020.
 Certain of these new rules, and proposals, if adopted, could significantly change
the regulation or operations of banks and
 the financial services industry.
New regulations and statutes are regularly proposed that contain wide-ranging
proposals for
 altering the structures, regulations and competitive relationships of
the nation's financial institutions.
 Recent Developments – New Administration
 Donald J. Trump became President on January
20, 2025.
The President has issued numerous Executive Orders, and he and
 his designees have taken a number of actions that affect financial institutions,
and their regulation and regulators, including:
 •
 Issued an Executive Order "Regulatory Freeze Pending Review" (January
20, 2025);
 •
 Issued Executive Order 14192 "Unleashing Prosperity Through Deregulation"
(January 31, 2025);
 •
 Issued a Presidential Memorandum dated January 20, 2025 freezing
the hiring of Federal civilian employees in all
 executive departments and agencies
 •
 Issued Executive Order Implementing the President's
"Department of Government Efficiency" ("DOGE")
 (January 20, 2025);
 •
 Issued Executive Order 14158 "Establishing and Implementing the President's
'Department of Government
 Efficiency' Workforce
Optimization Initiative" (February 11, 2025);
 •
 Removed the CFPB Director and appointing acting directors, most recently
the Director (the "OMB Director") of
 the Office of Management and Budget (the "OMB"), who will also
serve as Acting CFPB Director;
 •
 Replaced the Acting Comptroller of the Currency with a new Acting Comptroller
of the Currency, and nominated
 a successor Comptroller of the Currency and a CFPB Director,
each subject to Senate confirmation;
 •
 Issued Executive Order 14178 "Strengthening American Leadership
in Digital Financial Technology"
(January 23,
 2025);
 •
 Ordered and withdrew (subject to restoration) various tariffs
on China, Canada and Mexico, a 25% tariff on all
 imported steel and aluminum, and is expected to order "reciprocal" tariffs,
which would raise rates on imported
 goods to equal foreign levies on U.S. goods and has threatened other tariffs;
 •
 Issued an Executive Order "Reforming the Federal Workforce
to Better Serve Americans"
(February 11,
2025);
 •
 Issued an Executive Order "Restoring Democracy and Accountability in
Government" (February 11, 2025); and
 •
 Issued an Executive Order "Ensuring Lawful Governance and Implementing
the President's 'Department of
 Government Efficiency' Deregulatory Initiative" (February
19, 2025).

 The regulatory freeze order directs all executive department agencies
to not propose or issue any rule until
 a department or
 agency head appointed or designated by President Trump
reviews and approves the rule.
Any rule or proposed rule sent to
 the Office of Federal Register shall be withdrawn until the above
review is made.
Any substantive action by an agency
 (normally published in the Federal Register) that promulgates or is expected
to lead to the promulgation of a final rule or
 regulation, including notices of inquiry,
advance notices of proposed rulemaking, and notices of proposed rulemaking.
This
 shall also apply to any agency statement of general applicability and future
effect that sets forth a policy on a statutory,
 regulatory, or technical
issue or an interpretation of a statutory or regulatory issue.
This order applies to any substantive
 action by an agency (normally published in the Federal Register) that promulgates
or is expected to lead to the
 promulgation of a final rule or regulation, including notices of inquiry,
advance notices of proposed rulemaking, and
 notices of proposed rulemaking.
This shall also apply to any agency statement of general applicability and future effect
that
 sets forth a policy
on a statutory, regulatory,
or technical issue or an interpretation of a statutory or regulatory issue.

 Executive Order 14192 seeks to "significantly reduce the private expenditures
required to comply with Federal
 regulations."
For the current fiscal year 2025, for each new regulation, at least 10 existing regulations
shall be identified for
 repeal.
Agencies are directed to ensure that the total incremental cost of all new regulations,
including repealed regulations,
 being finalized this year, shall be significantly
less than zero, as determined by the OMB Director.
The OMB Director shall
 provide agencies with guidance on implementation, including measuring
regulatory costs.
No regulation shall be added to
 or removed from the Unified Regulatory Agenda without the approval
of the OMB Director.
Regulations and rules are
 broadly defined as:
 an agency statement of general or particular applicability and future effect
designed to implement, interpret, or
 prescribe law or policy or to describe the procedure or practice requirements of
an agency, including, without
 limitation, regulations, rules, memoranda, administrative orders, guidance
documents, policy statements, and
 interagency agreements, regardless of whether the same were enacted
through the processes in the Administrative
 Procedure Act
 The hiring freeze provides that no Federal civilian position that is vacant at noon
on January 20, 2025, may be filled, and no
 new position may be created, subject to certain exceptions.
The hiring freeze apparently has resulted in the rescission of
 offers to 200 new FDIC examiners.
In addition to the hiring freeze, the Office of Personnel Management
started the
 Voluntary
Separation Incentive Payment Authority (the "buyout authority"), which allows agencies
that are downsizing or
 restructuring to offer employees lump-sum payments up
to $25,000 as an incentive to voluntarily separate.
It has been
 reported that over 2 million federal workers may be eligible to accept such retirement
buyouts.
The program is subject to
 litigation, and deadlines for acceptance by employees were temporarily
stayed by a federal court.
 DOGE or the "USDS" is in the Executive Office of the President and
is headed by an Administrator.
Its purpose is to
 "implement the President's
DOGE Agenda, by modernizing Federal technology and software to maximize governmental
 efficiency and productivity."
The Executive Order includes a U.S. DOGE Service Temporary
Organization, which shall be
 dedicated to advancing the President's
18-month DOGE agenda.
The U.S. DOGE Service Temporary
Organization shall
 terminate on July 4, 2026.
The Executive Order also directs each agency head, in consultation with the USDS
 administrator, to establish a "DOGE team" of
at least four employees within each agency.
These teams will "typically
 include" a team lead, an engineer, a human
resources specialist, and an attorney.
According to the Executive Order, agency
 team members may include current agency personnel or new hires designated
as "special government employees."
Each
 agency's team is directed to coordinate
with USDS and advise its agency head on implementing the DOGE agenda, with an
 apparent focus on information technology and human resource management.
Among other things, the USDS Administrator
 shall work with Agency Heads to promote inter-operability
between agency networks and systems, ensure data integrity,
 and facilitate responsible data collection and synchronization.
Agency Heads are directed to take all necessary steps, in
 coordination with the USDS Administrator,
and to the maximum extent consistent with law,
provide USDS full and prompt
 access to all unclassified agency records, software systems, and information
technology systems.
USDS must adhere to
 rigorous data protection standards.
 The Executive Order "Establishing and Implementing the President's
'Department of Government Efficiency' Workforce
 Optimization Initiative" requires the OMB Director to submit a plan to
reduce the size of the Federal government's
 workforce through efficiency improvements and attrition (Plan).
The Plan shall require that each agency,
subject to certain
 exceptions, hire no more than one employee for every four employees
that depart.
Each Agency Head is required, in
 consultation with its DOGE Team
Lead, among other things, to (i) hire in the highest need areas, (ii) fill vacancies unless
 the DOGE Team Lead
determines such positions need to be filled.
Agency Heads shall promptly prepare to initiate large-
 scale reductions in force (RIFs) to separate from Federal service temporary employees
and reemployed annuitants working
 in areas that will likely be subject to the RIFs. All offices that perform
functions not mandated by statute or other law shall
 be prioritized in the RIFs, including all agency diversity,
equity, and inclusion () initiatives.
Within 30 days, each Agency
 Head shall submit a report to the OMB Director that that identifies any statutes that establish
the agency, or subcomponents
 of the agency, as statutorily
required entities. The report shall discuss whether the agency or any of its subcomponents
 should be eliminated or consolidated.
 The new Acting Comptroller of the Currency and Acting CFPB Director will serve
on the five person FDIC Board of
 Directors.
The FDIC is currently headed by an Acting Chairman. No person has been nominated
to serve as the FDIC
 Chair.
FDIC director Jonathan McKernan resigned on February 11,
2025, and was nominated to be CFPB Director.

 Jonathan Gould was nominated to be Comptroller of the Currency on the
same day.
These nominations are subject to
 Senate confirmation.

 The current Acting CFPB Director, on February
8, 2025, ordered all CFPB employees to suspend substantially all
 activities, including all supervision, examination and stakeholder
engagement activities, and closed the agency's
 headquarters for the week of February 10, 2025.
The Acting CFPB Director also said the CFPB had excessive funding on
 hand and would not take the next scheduled drawdown of funds from the Federal
Reserve.
 Executive Order 14178 states the Administration's
policy "to support the responsible growth and use of digital assets,
 blockchain technology,
and related technologies across all sectors of the economy."
"Digital assets" include "any digital
 representation of value that is recorded on a distributed ledger,
including cryptocurrencies, digital tokens, and stablecoins."

 This order revoked Executive Order 14067 "Ensuring Responsible Development
of Digital Assets" (March 9, 2022) and
 directed the Secretary of the Treasury is directed
to immediately revoke the Department of the Treasury's "Framework
for
 International Engagement on Digital Assets," (July 7, 2022).
 These new policies include the following that are applicable to banks:
 •
 protecting and promoting fair and open access to banking services for all law-abiding
individual citizens and
 private-sector entities alike; and

 •
 providing regulatory clarity and certainty built on technology-neutral
regulations, frameworks that account for
 emerging technologies, transparent decision making,
and well-defined jurisdictional regulatory boundaries, all of
 which are essential to supporting a vibrant and inclusive digital economy
and innovation in digital assets,
 permissionless blockchains, and distributed ledger technologies
 The Executive Order Reforming the Federal Workforce
to Better Serve Americans
requires:
 •
 Agency Heads to coordinate and consult with DOGE to shrink the size of the federal
workforce and limit hiring to
 essential positions;
 •
 The Office of Personnel Management to initiate a rulemaking
to ensure federal employees are held to the highest
 standards of conduct;
 •
 Upon expiration of the Day 1 hiring freeze and implementation of
the hiring plan, agencies to hire no more than
 one employee for every four employees that depart from federal service (with
appropriate immigration, law
 enforcement, and public safety exceptions);
 •
 Agencies to plan for large-scale reductions in force and determine
which agency components (or agencies
 themselves) may be eliminated or combined because their functions aren't
required by law.
 The Executive Order "Restoring Democracy and Accountability in Government"
requires all agencies to submit draft
 regulations for White House review with no carveout for so-called independent
agencies, except for the monetary policy
 functions of the Federal Reserve; and consult with the White House on their priorities and
strategic plans.
The White
 House will set their performance standards.
The Office of Management and Budget will adjust so-called
independent
 agencies' apportionments of funds.
The President and the Attorney General (subject to the President's
supervision and
 control) will interpret the law for the executive branch, instead of having
separate agencies adopt conflicting interpretations.
 The Executive Order "Ensuring Lawful Governance and Implementing
the President's 'Department of Government
 Efficiency' Deregulatory Initiative" requires Agency
Heads, in coordination with their DOGE Team
Leads and the OMB
 Director, to initiate a process to review,
with priority on "significant regulatory actions," as defined in Executive Order
 12866 (Sept. 30, 1993) ("E.O. 19866"), all regulations subject to their
sole or joint jurisdiction for consistency with law and
 Administration policy and within 60 days:
 1.
 Identify the following classes of regulations:
 •
 unconstitutional regulations and regulations that raise serious constitutional
difficulties, such as exceeding the
 scope of the power vested in the Federal Government by the Constitution;
 •
 regulations that are based on unlawful delegations of legislative power;

 •
 regulations that are based on anything other than the best reading of the underlying
statutory authority or
 prohibition;
 •
 regulations that implicate matters of social, political, or economic significance
that are not authorized by clear
 statutory authority

 •
 regulations that impose significant costs upon private parties that are
not outweighed by public benefits;

 •
 regulations that harm the national interest by significantly and unjustifiably
impeding technological
 innovation, infrastructure development, disaster response, inflation
reduction, research and development,
 economic development, energy production, land use,
and foreign policy objectives; and
 •
 regulations that impose undue burdens on small business and impede
private enterprise and entrepreneurship.
 2.
 Provide OMB a list of all regulations identified by the above classes and consult with the OMB to
develop a
 Unified Regulatory Agenda that seeks to rescind or modify these regulations.
 Agency Heads shall determine whether ongoing enforcement of
any regulations identified in their regulatory review is
 compliant with law and Administration policy.
Agency Heads shall de-prioritize (i) actions to enforce regulations that are
 based on anything other than the best reading of a statute and (ii) enforcement of regulations
that go beyond the powers
 vested in the Federal Government by the Constitution.
Agency heads, in consultation with the OMB Director,
shall, on a
 case-by-case basis, as appropriate, direct the termination of all such enforcement
proceedings that do not comply with law
 or Administration policy.
Agency Heads shall consult with their DOGE Team
Leads and OMB on potential new
 regulations in accordance with E.O. 19866's
processes.
 Tariffs
generally make goods more expensive, and therefore may have inflationary
effects that would be expected to slow
 consumer spending.
Changes in tariffs may also cause changes in supply chains to reduce the effects
of the tariffs and such
 changes may result in disruptions to the supply chains away from countries
and producers to alternatives with higher costs
 but more advantageous tariff rates.
As of February 12, 2025, the 25% tariffs on all imported steel and aluminum
may have
 the most immediate effects, especially on the automobile industry
and its suppliers.
This industry and its suppliers are large
 employers in Lee County and nearby areas served by the Bank.
 ITEM 1A. RISK FACTORS
 Any of the following risks could harm our business, results of operations and
financial condition and an investment in our
 stock.
The risks discussed below also include forward-looking statements, and our
actual results may differ substantially
 from those discussed in these forward-looking statements.

 Risk Factor Summary
 The following summarizes the risks provided after this summary and is qualified
by the more detailed discussion of "Risk
 Factors" that follows this Summary,
and which should be read in their entirety.
Our risks include operational risks,
 financial risks and legal and regulatory risks, which are related and
intertwined as discussed more fully in the Risk Factors
 that follow this summary.
 Operational risks are inherent in our business, and include:

 The effects of local, national and regional market and economic conditions
and cyclicality, including the
levels
 and rates of change in inflation and interest rates, and the effects on depositors,
borrowers and markets, including
 the real estate and securities markets;

 Our allowance for credit losses is based on estimates and judgments and may prove
to be inadequate to our credit
 risks;

 The risks and costs of nonperforming assets

 The soundness of other financial institutions and perceptions regarding our
industry, especially when other
banks
 experience difficulties or fail;

 Our concentrations in commercial real estate loans in our market;

 We operate in
a highly competitive market and compete against a number of larger national and
regional
 competitors, as well as smaller institutions, nonbanks and credit unions;

 Our ability to attract and retain key people;

 Inflation and strong labor markets may affect our non-interest expenses;

 Technological changes
affect our business, and we may have fewer resources than our
larger regulated and
 unregulated competitors, both in and outside our market area, which may increase
the competition we face;

 Potential gaps in our risk management, including managing the risks related
to maintaining our data security and
 cybersecurity and those of our third-party service providers;

 Continuity risks to us and our service providers due to power,
information technology and telecommunication
 disruptions and outages, could affect our customer service,
reputation and our results of operations, financial
 condition, customer relationship and reputation;

 Risks of severe weather, natural disasters, climate changes,
epidemics and severe health issues in the population,
 wars and acts of terrorism and other events; and

 Future acquisitions may disrupt our business, dilute shareholder value
and adversely affect our operating results
 and financial condition, among other risks.
 Financial risks result in part from our operational risks and the risk of our business,
and include:

 Increases in costs of funds due to inflation, monetary and fiscal policies, changes
in costumer behaviors and
 competitive pressures;

 Our results of operations and financial condition, including the values of our
assets and liquidity, may be
affected
 by changes in interest rates and interest rate levels, the shape of the yield curve and
economic conditions;

 Liquidity risks, including the costs and availability of funding, and the
liquidity of our assets, including our
 investment securities portfolio, and institutional lending sources;

 Changes in accounting and tax rules;

 The adequacy of our capital and availability of capital, if needed;

 Potentially excessive risk taking by our associates;

 Our ability to pay dividends depends on our earnings, liquidity and regulatory
requirements related to our capital
 and our risks; and

 Our common stock trades in limited volumes.
 Legal and regulatory risks include:

 The Company is a legal entity separate and distinct from the Bank, and
transactions between the Bank and the
 Company are limited by law;

 The Company is required to be a source of financial and managerial strength
to the Bank, even in circumstances
 where further investment in the Bank may not be warranted;

 Privatization of Fannie Mae and Freddie Mac incident to the ending of their conservatorships
and the resulting
 effects on the costs and availability of mortgage loans and the mortgage
markets, generally, and
the Company as a
 mortgage originator, and seller and
servicer of residential mortgage loans;

 The scope, volume, complexity and clarity of regulations and regulatory
and legal changes affect us, increase the
 time and costs of compliance and may limit our business and adversely
affect our financial condition and results of
 operations;

 The pace and volume of regulatory changes and interpretations, especially by
the bank regulators, the CFPB and
 the SEC, and well as numerous Executive Orders, and changes in government
leadership, personnel and policies.

 Even where changes ultimately will benefit the Company,
changes in regulation and policies require time and
 attention, and involve costs to implement;

 Litigation, investigations and other claims by government agencies
and private parties and regulatory actions,
 including those related to assertions of compliance failures;

 The amounts and changes in the capital we are required to maintain in respect
of our business and risks, and
 regulatory perceptions of us and our industry; and

 Liquidity requirements and changes in rules that affect brokered
and reciprocal deposits and other sources and
 measures of liquidity.
 Additional Executive Orders and Administration and regulatory
decisions, directives and actions, including modifications
 or changes to those discussed in this report, may occur at any time with currently
unpredictable effects.
 Operational Risks
 Market conditions and economic cyclicality may adversely affect our industry.

 We believe the
following, among other things, may affect us in 2025:

 Extraordinary monetary and fiscal stimulus in 2020 and in early 2021 offset
certain of the COVID-19 pandemic's
 adverse economic effects, but together with supply chain disruptions,
continued consumer demand, Russia's war
 in Ukraine and its effects on energy and food prices,
and tight labor markets, resulted in inflation.
Inflation began
 running at levels unseen in decades and well above the Federal Reserve's
long term inflation goal of 2.0%
 annually.
Beginning in March 2022, the Federal Reserve raised its target federal
funds interest rates and reduced
 its securities holdings in an effort to reduce inflation.
Inflation subsided in 2024.
In February 2025 inflation
 remains above the Federal Reserve's
target rate, the labor market remains strong and the Federal Reserve cut its
 target federal funds rate in September through December 2024
100 basis points from 5.25-5.50% to 4.25%-4.50%,
 and reduced the rate of decline in reinvestments of maturing securities proceeds.

 The new presidential Administration that took office in January
2025 has established DOGE to increase
 government efficiency and reduce fiscal expenditures, imposed
and threatened tariffs, and proposed tax cuts and
 tax cut extensions, the net effect of which is unknown.
The nature and timing of any future changes in monetary
 and fiscal policies, government policies and their administration and personnel,
and their effects on us cannot be
 predicted.

 Market developments, including unemployment, inflation
and price levels, stock and bond market volatility,
and
 changes, including those resulting from Russia's
war in Ukraine and governmental fiscal, operational and
 monetary policies affect consumer confidence
levels, economic activity and interest rates.
Increases in market
 interest rates and inflation, and adverse changes in consumer and business confidence
may change customers'
 savings and payment behaviors, including potential increases in loan delinquencies
and default rates.
These could
 affect our credit quality,
and our results of operations and financial condition.

 Our ability to assess the creditworthiness of our customers and those we do business with,
and the values of our
 assets and loan collateral may be adversely affected and less predictable
as a result of inflation and fluctuating
 market interest rates and changes in monetary and fiscal policies.
We adopted
CECL on January 1, 2023 as
 required by generally accepted accounting principles ("GAAP").
CECL changed the loss model to take into
 account current expected credit losses in place of the incurred loss method used historically
under GAAP,
and how
 to estimate losses inherent in our credit exposures.
The process for estimating expected losses requires difficult,
 subjective, and complex judgments, including forecasts of economic
conditions, unemployment levels in Alabama,
 and how those economic predictions might affect the ability of our
borrowers to repay their loans or the value of
Changes in economic conditions and factors used in our CECL models may
increase the variability of our
 provisions for loan losses and our earnings.

 Changes in market interest rates and the shape of the yield curve affect
the value of our investment securities and
 our other accumulated other comprehensive income or "AOCI."
 Our allowance for loan losses may prove inadequate
or we may be negatively affected by credit risk exposures.
 We periodically
review the allowance for loan losses for adequacy considering economic conditions
and trends, collateral
 values and credit quality indicators, including past charge-off
experience and levels of past due loans and nonperforming
We cannot be
certain that our allowance for loan losses will be adequate over time to cover credit
losses in our
 portfolio because of unanticipated adverse changes in the economy,
including fiscal and monetary policy changes, inflation,
 market conditions or events adversely affecting specific customers,
industries or markets, including disruptions of supply
 chains, the war in Ukraine, changes in taxes and regulations and changes in borrower
behaviors.
Certain borrowers and their
 businesses and real estate and commercial projects and businesses may be adversely
affected by inflation and higher interest
 rates, and economic slowdowns arising from tighter monetary policies, and
may request or need loan modifications and
 deferrals.
businesses will be unable to fully pass on increased costs due to inflation, supply
chain disruptions and
 changes and other factors, and their profits may shrink.
If the credit quality of our customer base materially decreases, if the
 risk profile of the market, industry or group of customers changes materially
or weaknesses in the real estate markets
 worsen, borrower payment behaviors change, or if our allowance for loan
losses is not adequate, our business, financial
 condition, including our liquidity and capital, and results of operations
could be materially adversely affected.
CECL, the
 accounting standard for estimating expected future loan losses, became effective
for the Company beginning January 1,
 2023, and its effects upon the Company over a full business cycle
are unknown.
The CECL model incorporates various
 economic condition factors, where changes in fiscal and monetary policy,
as well as market interest rates and unemployment
 rates in our markets, among other factors, could result in more volatility in
our provisions for loan losses under CECL, which
 could adversely affect our net income.
See Note 1 to our Financial Statements –
 "Allowance for Credit Losses – Loans."

 Nonperforming and similar assets take significant time to resolve
and may adversely affect our results of operations
and
 financial condition.
 Our nonperforming loans were 0.09% of total loans as of December 31, 2024,
and we had no other real estate owned as
 result of foreclosures or otherwise in full or partial payments in respect of loans ("OREO").
Non-performing assets may
 adversely affect our net income in various ways.
We do not record
interest income on nonaccrual loans or OREO and these
 assets require higher loan administration and other costs, thereby adversely
affecting our income.
Decreases in the value of
 these assets, or the underlying collateral, or in the related borrowers' performance
or financial condition, whether or not due
 to economic and market conditions beyond our control, could adversely
affect our business, results of operations and
 financial condition.
In addition, the resolution of nonperforming assets requires commitments of time from
management,
 which can be detrimental to the performance of their other responsibilities.
Loan deferrals and modifications made to help
 resolve borrower issues and avoid foreclosures may not be successful.
There can be no assurance that we will not
 experience increases in nonperforming loans in the future, much of which
is affected by the economy and the levels of
 interest rates, generally.
 Changes in the real estate markets, including the
secondary market for residential mortgage loans,
may continue to
 adversely affect us.

 Beginning in March 2022, inflation and the Federal Reserve increases in interest rates to
fight inflation have caused
 mortgage rates to increase significantly.
Higher interest rates and the increased level of housing costs since 2020 have
 slowed housing sales.
Although short term interest rates decreased in last half of 2024, longer term rates, including
 mortgage rates, have remained elevated.
Inventories of existing homes for sale have remained generally low,
and many
 believe that higher mortgage rates discourage potential sellers from selling
their existing houses and incurring higher
 mortgage costs on replacement homes.
These conditions have adversely affected housing affordability
and increased
 monthly mortgage payments.
These conditions adversely affect our mortgage loan production
and may affect the value of
 residential mortgage collateral.
Commercial real estate projects' economic assumptions may be adversely
affected by
 higher interest rates, and certain projects with short term and/or unhedged
variable rate debt may be especially affected by
 increased interest rates and/or a slower economy.
 The CFPB's mortgage and servicing
rules, including TRID rules for closed end credit transactions, enforcement actions,
 reviews and settlements, affect the mortgage markets and our mortgage
operations.
 The Tax Cuts and
Jobs Act's (the "2017 Tax
Act") limitations on the deductibility of residential mortgage interest and state
 and local property and other taxes often called "SALT,"
could adversely affect consumer behaviors and the volumes of
 housing sales, mortgage and home equity loan originations, as well as the value
and liquidity of residential property held as
 collateral by lenders such as the Bank, and the secondary markets for
single and multi-family loans.
Acquisition,
 construction and development loans for residential development may be similarly
adversely affected.
The new Trump
 administration has indicated it is considering increasing the amount of
SALT permitted
to be deducted for federal income
 taxes.
Unless extended, many provisions of the 2017 Tax
Act, including the cap on SALT
deductions expire at the end of
 2025, and the marginal individual tax brackets will increase.
 Fannie Mae and Freddie Mac have been in conservatorship since September
2008.
The newly appointed Secretary of
 Housing and Urban Development has stated that coordinating the effort
to privatize these GSEs would be his priority.

 Since these GSEs dominate the residential mortgage markets, any changes
in their operations and requirements, as well as
 their respective restructurings and capital and the costs of their borrowings
as private institutions, could adversely affect the
 primary and secondary mortgage markets, and our residential mortgage
businesses, our results of operations and the returns
 on capital deployed in these businesses.
Resolution of these extremely large GSEs will be complex,
and the timing and
 effects of such resolution and the effects on
mortgage originators and the mortgage markets and their participants, including
 the Company, cannot be
predicted.
 We may
be contractually obligated to repurchase
mortgage loans we sold to third parties on terms unfavorable
to us.
 As part of its routine business, the Company originates mortgage loans
that it subsequently sells in the secondary market,
 generally to Fannie Mae.
In connection with such loan sales, the Company makes customary representations and
 warranties, the breach of which may result in the Company being required
to repurchase the loan or loans.
Furthermore, the
 amount paid may be greater than the fair value of the loan or loans at the time of the
repurchase.
Although mortgage loan
 repurchase requests made to us have been limited historically,
if these increased, we may have to establish reserves for
 possible repurchases and adversely affect our results of
operation and financial condition.

 Mortgage servicing rights requirements
may change and require
us to incur additional costs and risks.
 The CFPB's residential mortgage
servicing standards may adversely affect our costs to service residential
mortgage loans.

 Reduced mortgage activity due to higher market interest rates has decreased our
generation of new mortgage loans and
 related MSRs.
This may be offset partially by decreases in mortgage
prepayments and refinancings, and corresponding
 increases in the duration of our existing MSRs and their values.
This net effect could reduce our aggregate income from
 servicing these types of loans and make it more difficult and costly to
timely realize the value of collateral securing such
 loans upon a borrower default.
The Basel III Capital Rules relating to MSRs may also increase the potential
capital
 required as a result of MSRs, when considered with other capital rule adjustments
and deductions.
 The soundness of other financial institutions could adversely affect us.
 We routinely
execute transactions with counterparties in the financial services industry,
including brokers and dealers,
 central clearinghouses, banks, including our correspondent banks and
other financial institutions.
Our ability to engage in
 routine investment and banking transactions, as well as the quality and values of our
investments in holdings of obligations
 of other financial institutions such as the FHLB-Atlanta, could be adversely affected
by the actions, financial condition,
 profitability and regulation of such other financial institutions, including
the FHLB-Atlanta and our correspondent banks.

 Financial services institutions are interrelated as a result of shared
credits, trading, clearing, counterparty and other
 relationships.
 The failures of Silicon Valley
Bank, Signature Bank and First Republic Bank in March and May 2023 due
to concentrations
 of deposits and depositors holding large amounts of deposits in
excess of FDIC insurance limits, as well as flawed business
 models and management, adversely affected the financial
system and public confidence.
These resulted in increased
 regulatory scrutiny of bank liquidity,
funding and capital, depressed bank stock values generally,
and higher FDIC deposit
 insurance premiums on the largest banks.
 The federal bank regulators have been advocating more use of the Federal
Reserve discount window to improve bank
 liquidity.
At the same time, the 2023 bank failures have also led to calls to reduce Federal Home Loan Bank lending
to
 banks.
Traditionally,
the Federal Home Loan Banks have been stable sources of liquidity and funding for banks.
The
 Federal Housing Finance Agency ("FHFA)
regulates the Federal Home Loan Banks.
The FHFA's
 FHLBank System at
 100: Focusing on the Future
 (Nov. 2023) indicates less traditional
Federal Home Loan Bank lending to banks, especially
 banks experiencing financial stress.
Sandra Thompson, the FHFA
Director retired on January 19, 2025 and Bill Pulte has
 been nominated to succeed her, subject to
Senate confirmation.
Mr. Pulte's
views on Federal Home Loan Bank lending to
 banks are unknown.
 These changes, together with any exposures that other institutions may
have to crypto or digital assets, or cybersecurity and
 data breaches, could cause disruption and unexpected changes in the industry.
The Trump Administration has issued
 Executive Order "Strengthening American Leadership in Digital Financial
Technology"
and Congressional hearings on
 "debanking" may increase the use of digital assets and the volume of digital
asset transactions with, and the risks to, banks.

 Any losses, defaults by, or
failures of, the institutions we do business with could adversely affect our holdings
of the equity
 in such other institutions, our participation interests in loans originated by
other institutions, and our business, including our
 liquidity, financial condition
and earnings.
 Failures of
several banks
in 2023
resulted in
increased
market volatility
for financial
service companies'
securities and
in
 changes in regulatory views and emphases that
may adversely affect us and may not be disclosable under law.
 The
failures
of
Silicon
Valley
Bank,
Signature
Bank,
First
Republic
and
Heartland
Tri-State
Bank
in
2023
caused
 significant
market
volatility
for
bank
stocks,
and
uncertainty
in
the
investor
community
and
among
bank
customers,
 generally,
greater
bank
regulatory
scrutiny
of
banking
organizations,
especially
those
experiencing
rapid
growth
and
 regional banks
with $100
billion or
more in
Similarly,
concerns about
credit quality
and capital
adequacy
at New
 York
Community
Bank
following
two
acquisitions
raised
market
concerns
and
led
to
replacement
of
management
and
a
 dilutive equity capital raise.

 These failures
have resulted
in bank regulators
focusing supervisory
activities, generally,
on capital adequacy
and liquidity
 in
light
of
growth;
asset,
liability
and
customer
concentrations
and
risks;
CRE;
levels
of
uninsured
deposits;
crypto
 businesses
and
customers;
third-party
vendors
or
"partners"
providing
digital,
electronic
and
other
services
known
as
 banking
as
a
service
("BaaS")
and
fintech
relationships;
strategic,
capital
and
liquidity plans
and
contingency
plans;
and
 vendor
diligence
and
risk
management.
Such
enhanced
scrutiny
is
often
applied
as
part
of
the
regulatory
examination
 processes,
as
well
as
through
a
variety
of
nonpublic
supervisory
actions
such
as
"matters
requiring
attention,"
board
of
 director resolutions,
memoranda of
understanding, and
other regulatory
criticism, and
formal, public
enforcement actions.

 The
bank
and
bank
holding
examination
processes,
as
well
as
any
nonpublic
supervisory
actions,
are
"confidential
 supervisory
information"
for
regulatory
purposes,
whose
existence
and
terms,
if
any,
may
not
be
disclosed
by
banking
 organizations.
 Changes
in
regulations
have
been
proposed
as part
of the
Basel III
endgame
to
the
capital, liquidity,
long
term debt
and
 resolution planning of banking organizations with over
$100 billion in assets.
 Our concentration of commercial real
estate loans could result in further increased
loan losses, and adversely affect our
 business, earnings, and financial condition.
 Commercial real estate, or CRE, is cyclical and poses risks of possible loss due
to concentration levels and the risks of the
 assets being financed, which include loans for the acquisition and development
of land and residential construction.
The
 federal bank regulatory agencies' issued guidance on "Concentrations
in Commercial Real Estate Lending" in 2006 (the
 "CRE Guidance").
The CRE Guidance defines CRE loans as exposures secured by raw land, land development
and
 construction loans (including 1-4 family residential construction
loans), multi-family property,
and non-farm non-
 residential property,
where the primary or a significant source of repayment is derived from rental income associated
with
 the property (that is, loans for which 50% or more of the source of repayment comes from third
party, non-affiliated,
rental
 income) or the proceeds of the sale, refinancing, or permanent financing of the
property.
Loans to REITs and unsecured
 loans to developers that closely correlate to the inherent risks in CRE markets are also CRE loans.
Loans on owner
 occupied commercial real estate are generally excluded from CRE for purposes of
this guidance.
 Excluding owner occupied commercial real estate, we had 42% of our loan portfolio
in CRE loans at year-end 2024
 compared to 40% at year-end 2023.
The bank regulators continue to scrutinize CRE lending and require banks with
 elevated CRE under the CRE Guidance, to implement improved underwriting,
internal controls, risk management policies
 and portfolio stress testing, as well as higher levels of allowances for possible losses and
capital levels as a result of CRE
 lending growth and exposures.
Increases in interest rates beginning in March 2022 and reduced market
transactions may
 adversely affect the assumptions and performance of CRE, especially
for projects financed with short term or unhedged
 variable rate debt, and the ability of CRE borrowers to refinance on terms that their
projects can support.
Lower demand
 for CRE and fewer CRE purchase and sale transactions, and reduced availability
of, and higher interest rates and costs for,
 CRE loans could adversely affect CRE values and liquidity,
our CRE loans and sales of OREO, and therefore our earnings
 and financial condition, including our capital and liquidity.
 Our future success is dependent on our ability
to compete effectively in highly competitive markets.
 The East Alabama banking markets where we operate are highly competitive
and our future growth and success will
 depend on our ability to compete effectively in these markets.
This MSA is served by 19 banks, 10 of which are
 headquartered outside of Alabama.
Other banks have 35 offices in our MSA.
National and regional competitors that have
 offices in our market include J.P.
Morgan Chase, Wells
Fargo, Truist, PNC, Regions,
Valley
National, SouthState and
 Cadence.
We compete for
loans, deposits and other financial services and products with local, regional and national
 commercial banks, thrifts, credit unions, mortgage lenders, and
securities and insurance brokerage firms.
non-local
 competitors offer services through the mail, by telephone
and over the Internet.
The national and regional financial banks
 and financial services companies we compete with have substantially greater
resources, and numerous offices and affiliates
 operating over wide geographic areas.
Lenders operating nationwide over the internet are growing rapidly.
Many of our
 competitors offer products and services different
from ours, and have substantially greater resources, name recognition
and
 advertising than we do, which helps them attract business.
In addition, larger competitors may be able to price loans and
 deposits more aggressively than we are able to and have broader and more diverse
customer and geographic bases to draw
 upon.
Out of state banks may branch into our markets.
Fintech and other non-bank competitors also compete for our
 customers, and may partner with other banks and/or seek to enter the payments system.
The failures or sales of other banks
 with offices in our markets could also lead to the entrance of new,
stronger competitors in our markets.

 Our success depends on local economic conditions.
 Our success depends on the general economic conditions in East Alabama,
including Lee County,
Local
 economic conditions in our markets have a significant effect on
our commercial, real estate and construction loans, the
 ability of borrowers to repay these loans and the value of the collateral securing
these loans.
Adverse changes in the
 economic conditions of the Southeastern United States in general, or in one or more
of our local markets, including the
 effects of higher market interest rates and inflation, supply
chain disruptions, changes in customer behaviors and in the
 workforce and demand for space since the COVID-19 pandemic, and the timing
and magnitude of future inflation and
 interest rates, as well as federal healthcare and education funding, could negatively
affect our results of operations and our
 profitability.
Our local economy is also affected by the growth of automobile manufacturing
and related suppliers located
 in our markets and nearby.
Auto sales and housing sales are cyclical and generally are affected adversely
by higher sticker
 prices and interest rates, and may be adversely affected by tariffs,
especially the 25% tariffs on imported steel and
 aluminum and autos, as well as threatened (i) tariffs on automaker
suppliers in Canada and Mexico and (ii) reciprocal tariffs
 on countries that impose tariffs on U.S. goods.
Major employers in our market include education and healthcare, which
 may be adversely affected by changes in Federal government
policies and funding.
 Attractive acquisition opportunities may not be available to us in the
future.

 While we seek continued organic growth, including loan
growth, we also may consider the acquisition of other businesses.

 We expect that
other banking and financial companies, many of which have significantly greater
resources, will compete
 with us to acquire financial services businesses.
This competition could increase prices for potential acquisitions that we
 believe are attractive.
Also, acquisitions are subject to various regulatory approvals.
If we fail to receive the appropriate
 regulatory approvals, we will not be able to consummate an acquisition that
we believe is in our best interests, and
 regulatory approvals could contain conditions or commitments that reduce
the anticipated benefits of any transaction.

 Among other things, our regulators consider our capital, liquidity,
profitability, regulatory compliance
and levels of
 goodwill and intangibles when considering acquisition and expansion
proposals.
Any acquisition could be dilutive to our
 earnings and shareholders' equity per share of our common stock.
The regulatory agencies carefully review and analyze
 financial institution mergers, and the merger
application process has lengthened.
 Future acquisitions and expansion activities may
disrupt our business, dilute shareholder
value and adversely affect our
 operating results and financial condition.
 We regularly
evaluate potential acquisitions and expansion opportunities, including
new branches and other offices.
To the
 extent that we grow through acquisitions, we cannot assure you that we will be
able to adequately or profitably manage this
 growth.
Acquiring other banks, branches, or businesses, as well as other geographic and product
expansion activities,
 involve various risks including:

 risks of unknown or contingent liabilities, and potential asset quality issues;

 unanticipated costs and delays, including the regulatory application process;

 risks that acquired new businesses will not perform consistently with our growth
and profitability expectations;

 risks of entering new markets or product areas where we have limited experience;

 risks that growth will strain our infrastructure, staff, internal controls
and management, which may require
 additional personnel, time and expenditures;

 difficulties, expenses and delays of integrating the operations and
personnel of acquired institutions, including the
 desirability of closing duplicative or overlapping facilities;

 potential disruptions to our business;

 possible loss of key employees and customers of acquired institutions;

 potential short-term decreases in profitability; and

 diversion of our management's time
and attention from our existing operations and business.

 Technological
changes affect our business, and we may have fewer resources
than many competitors to invest in
 technological improvements.
 The financial services industry is undergoing rapid technological
changes with frequent introductions of new technology-
 driven products and services and growing demands for mobile and user-based
banking applications. The effective use of
 technology may help us better analyze our customers and their needs better,
and the effective use of technology may
 increase efficiency and reduce our operating costs.
At the same time the initial costs of acquiring and implementing
 technology may be material, and such technology may entail fraud, compliance
with the AML/CFT anti-money laundering
 laws and rules, among others, and various operational and other risks.
Largely unregulated "fintech" businesses have
 increased their participation in the lending and payments businesses, and have
increased competition in these businesses.

 Our future success will depend, in part, upon our ability to use technology
effectively to provide products and services that
 meet our customers' preferences and create additional efficiencies
in operations, while avoiding cyber-attacks and
 disruptions, data breaches, violations of AML/CFT laws, and other potential
violations of law.
Remote work has
 accelerated electronic banking activity and the need for increased operational
efficiencies and data security in our electronic
 and mobile banking services.
We may need
to make significant additional capital investments in technology,
including
 artificial intelligence, cyber
and data security, and we may not be
able to effectively implement new technology-driven
 products and services, or such technology may prove less effective and/or
more costly than anticipated.
Many larger
 competitors have substantially greater resources to invest in technological
improvements and, increasingly,
non-banking
 firms are using technology to compete for loans, payments, and
other banking services.
As a result, our competition from
 service providers not located in our markets has increased.
 Operational risks are inherent
in our businesses.
 Operational risks and losses can result from internal and external fraud;
gaps or weaknesses in our risk management or
 internal audit procedures; errors by employees or third parties, including
our vendors, failures to document transactions
 properly or obtain proper authorizations; failure to comply with applicable
regulatory requirements in the various
 jurisdictions where we do business or have customers; failures in our estimates or
the models that we rely on; equipment
 failures, including those caused by natural disasters, or by electrical, telecommunications
or other essential utility outages;
 business continuity and data security system failures, including those caused by
computer viruses, cyberattacks, unforeseen
 problems encountered while implementing major new computer systems or
upgrades, failures to timely and properly
 upgrade and patch existing systems or inadequate access to data or poor response
capabilities in light of business continuity
 plans in the event of data security system failures; or the inadequacy or failure
of systems and controls, including those of
 our vendors or counterparties.
The COVID-19 pandemic presented operational challenges to maintaining
continuity of
 operations of customer services while protecting our employees' and
customers' safety, and similar situations
may occur in
 the future.
In addition, we face certain risks inherent in the ownership and operation of our bank premises
and other real-
 estate, including liability for accidents on our properties.
Although we have implemented risk controls and loss mitigation
 actions, and substantial resources are devoted to developing efficient
procedures, identifying and rectifying weaknesses in
 existing procedures and training staff, it is not possible to be certain that
such actions have been or will be effective in
 controlling these various operational risks that evolve continuously.

 Potential gaps in our risk management policies and internal audit procedures
may leave us exposed to unidentified or
 unanticipated risk, which could negatively affect our business.
 Our enterprise risk management and internal audit program are designed
to mitigate material risks and losses to us. We
 have developed and continue to develop risk management and internal
audit policies and procedures to reflect the ongoing
 review of our risks and expect to continue to do so in the future. Nonetheless, our
policies and procedures may not be
 comprehensive and may not anticipate and identify timely every risk
to which we are exposed, and our internal audit
 process may fail to detect such weaknesses or deficiencies timely in our risk
management framework. Many of our risk
 management models and estimates use observed historical market
behavior to model or project potential future exposure.

 The models used by our business, including our CECL models, are based on
assumptions and projections. These models
 may not operate properly,
or our inputs and assumptions may be inaccurate, or changes in economic
and market conditions,
 customer behaviors or regulations may adversely affect
the accuracy or usefulness of the models.
As a result, these
 methods may not fully or timely predict future exposures, which can be
significantly greater and/or faster than historically.

 Other risk management methods depend upon the evaluation of information
regarding markets, clients, or other matters that
 are publicly available or otherwise accessible to us. This information
may not always be accurate, complete, up-to-date or
 properly evaluated.
Furthermore, there can be no assurance that we can effectively review and monitor
all risks or that all
 of our employees will closely follow our risk management policies and procedures,
nor can there be any assurance that our
 risk management policies and procedures will enable us to accurately
identify all risks and limit our exposures based on our
 assessments.

 In addition, we may have to implement more extensive and perhaps different
risk management policies and procedures as
 our regulation and technology uses changes.
All of these could adversely affect our costs, and our financial condition
and
 results of operations.
 Any failure to protect
the confidentiality of customer information could adversely affect our reputation
and have a material
 adverse effect on our business, financial condition and results
of operations
.
laws enforced by the bank regulators and other agencies protect the privacy
and security of customers' non-public
 personal information. Many of our employees have access to, and routinely
process personal information of clients through
 a variety of media, including information technology systems.
Our internal processes, policies and controls are designed to
 protect the confidentiality of customer information we hold and that
is accessible to us and our employees.
It is possible
 that an employee could, intentionally or unintentionally,
disclose or misappropriate confidential client information or our
 data could be the subject of a cybersecurity attack.
Such personal data could also be compromised via intrusions into our
 systems or those of our service providers or other persons we do business with such
as credit bureaus, data processors and
 merchants who accept credit or debit cards for payment.
If we fail to maintain adequate internal controls, or if our
 employees fail to comply with our policies and procedures, misappropriation
or inappropriate disclosure or misuse of client
 information could occur.
Such internal control inadequacies or non-compliance could materially damage
our reputation,
 lead to remediation costs and civil or criminal penalties.
These could have a material adverse effect on our business,
 financial condition and results of operations.
See Item 1C. of this report for more information about cybersecurity and our
 management and strategies.
 Our information systems may experience interruptions and
security breaches.
 We rely heavily
on communications and information systems, including those of third-party service
providers, to conduct
 our business.
Any failure, interruption, or security breach of these systems could result in failures
or disruptions which
 could affect our business, our customers' privacy and our customer
relationships, generally.
Our business continuity plans,
 including those of our service providers, for back-up and service restoration,
may not be effective in the case of widespread
 outages due to severe weather, natural disasters, pandemics,
or power, communications and other failures.
See Item 1C. of
 this report for more information about cybersecurity and our management
and strategies.

 Our systems and networks, as well as those of our third-party service providers,
are subject to security risks and could be
 susceptible to disruption through cyber-attacks,
such as denial of service attacks, hacking, terrorist activities, or identity
 theft.
Cybercrime risks have increased as electronic and mobile banking activities have
increased, and may increase further
 as a result of the Russia's war in Ukraine,
tensions with mainland China and other countries, and foreign government
 sponsored cybercrime and theft.
Other financial service institutions and their service providers have reported
material
 security breaches in their websites or other systems, some of which have involved
sophisticated and targeted attacks,
 including use of stolen access credentials, malware, ransomware, phishing
and distributed denial-of-service attacks, among
 other means.
Such cyber-attacks may also seek to disrupt the operations of public
companies or their business partners,
 effect unauthorized fund transfers, obtain unauthorized
access to confidential information, destroy data, disable or degrade
 service, or sabotage systems.
Any of these, including hacking and identity theft risks, could cause serious
reputational
 harm.
 Despite our cybersecurity policies and procedures and our Board
of Directors and management's efforts
to monitor and
 ensure the integrity of the systems we and our third-party service providers
use, we may not be able to anticipate the rapidly
 evolving security threats, nor may we be able to implement preventive measures
effective against all such threats.
The
 techniques used by cyber criminals change frequently,
may not be recognized until launched and can originate from a wide
 variety of sources, including external service providers, organized
crime affiliates, terrorist organizations or
hostile foreign
 governments.
These risks may increase in the future as the use of mobile banking, other internet electronic
banking.
While
 artificial intelligence may be useful generally,
it may be used by cyber criminals and may require us to seek additional
 defenses.
 Security breaches or failures may have serious adverse financial and other
consequences, including significant legal and
 remediation costs, disruptions to operations, misappropriation of confidential
information, damage to systems operated by
 us or our third-party service providers, as well as damages to our customers and
our counterparties.
In addition, these
 events could damage our reputation, result in a loss of customer business, subject
us to additional regulatory scrutiny,
or
 expose us to civil litigation and possible financial liability,
any of which could have a material adverse effect on our
 financial condition and results of operations.
 The SEC adopted rules, effective June 15, 2024 for smaller
reporting companies, such as the Company,
which require
 reporting companies to disclose material cybersecurity incidents they
experience on SEC Form 8-K within four business
 days, including the nature, scope, and timing of the incident, and the
material impact or reasonably likely material impact
 on the registrant, including its financial condition and results of operations.
Annually, reporting companies
are required to
 disclose material information regarding their cybersecurity risk management,
strategy, and governance.
 We may
be unable to attract and retain key people to support our business.
 Our success depends, in large part, on our ability to attract and retain
key people. We
compete with other financial services
 companies for people primarily on the basis of compensation and benefits,
support services and financial position. Intense
 competition exists for key employees with demonstrated ability,
and we may be unable to hire or retain such employees.
 Effective succession planning is also important to our
long-term success. The unexpected loss of services of one or more of
 our key persons and failure to ensure effective transfer
of knowledge and smooth transitions involving such persons could
 have a material adverse effect on our business due to loss of their
skills, knowledge of our business, their years of industry
 experience and the potential difficulty of promptly
finding qualified replacement employees.
 Proposed rules implementing the executive compensation provisions
of the Dodd-Frank Act may limit the type and
 structure of compensation arrangements and prohibit the payment of
"excessive compensation" to our executives.
These
 restrictions could negatively affect our ability to compete with other
companies in recruiting and retaining key personnel.
 Severe weather and natural disasters, including
as a result of climate change, pandemics, epidemics,
acts of war or
 terrorism or other external events could have significant
effects on our business.
 Severe weather and natural disasters, including hurricanes, tornados,
drought and floods, epidemics and pandemics, acts of
 war or terrorism or other external events could have a significant effect
on our ability to conduct business.
Such events
 could affect the stability of our deposit base, impair the ability of
borrowers to repay outstanding loans, impair the value of
 collateral securing loans, cause significant property damage, result in
loss of revenue and/or cause us to incur additional
 expenses.
Although management has established disaster recovery and business continuity
policies and procedures, the
 occurrence of any such event could have a material adverse effect
on our business, which, in turn, could have a material
 adverse effect on our financial condition and results of operations.

 The COVID-19 pandemic, trade wars, tariffs, supply chain
disruptions and changes, wars, sanctions and similar events and
 disputes, domestic and international, have adversely affected,
and may continue to adversely affect economic activity
 globally, nationally
and locally.
Market interest rates have changed significantly and suddenly.
The Federal Reserve's
 target federal funds rates declined to 0-0.25% in March
2020, where these remained until March 17 2022.
The Federal
 Reserve increased the target federal funds rates 11
from March 17, 2022 through July 27, 2023 to 5.25-5.50% due to
 inflation.
After three rate cuts during the last four months of 2024, this range was 4.25-4.50% at December
31, 2024, but
 such target rates and inflation remain above the Federal Reserve's
target rate of 2%.
Such events also may adversely affect
 business and consumer confidence, generally.
We and our customers, and
our respective suppliers, vendors and processors
 may be adversely affected by shortages of needed equipment and
supplies, rising prices and tight labor markets.
The
 continuation or worsening of these conditions may adversely affect
our profitability, growth asset quality
and financial
 condition.
 Financial Risks
 Our cost of funds may increase as a result
of general economic conditions, interest rates, inflation
and changes in customer
 behaviors and competitive pressures.
 Our costs of funds have increased as a result of general economic conditions,
increased market interest rates and
 competitive pressures, and inflation, and anticipated future changes in
target short-term interest rates by the Federal
 Reserve to reduce inflation.
Traditionally,
we have obtained funds principally through local deposits and borrowings from
 other institutional lenders such as the FHLB-Atlanta.
We believe deposits
are a cheaper and more stable source of funds
 than other borrowings, generally.
Increases in interest rates have caused consumers to shift their funds to more interest-
 bearing instruments and to increase the competition for and costs of deposits.
If customers move money out of bank
 deposits and into other investment assets or from transaction deposits to
higher cost, interest-bearing time deposits, we
 could lose relatively low-cost sources of funds, increasing our funding costs and
potentially reducing our net interest
 income and net income. Additionally,
any such loss of funds could result in lower loan originations and growth, which
 could materially and adversely affect our results of operations and
financial condition.
See "Supervision and Regulation –
 Fiscal and Monetary Policy."
 Our profitability and liquidity may be affected
by changes in interest rates and interest
rate levels, the shape of the yield
 curve and economic conditions.

 Our profitability depends upon net interest income, which is the difference
between interest earned on interest-earning
 assets, such as loans and investments, and interest expense on interest-bearing
liabilities, such as deposits and borrowings.

 Our income is primarily driven by the spread between these rates. Net interest income
will be adversely affected if market
 interest rates and the interest we pay on our deposits and borrowings increase
faster than the interest earned on loans and
 investments.
Interest rates, and consequently our results of operations, are affected
by general economic conditions
 (national, international and local) and fiscal and monetary policies, as well as expectations
regarding interest rate changes,
 fiscal and monetary policies and the shape of the yield curve.
As a result, a steeper yield curve, meaning long-term interest
 rates are significantly higher than short-term interest rates, would provide
the Bank with a better opportunity to increase net
 interest income.
Conversely, a flattening yield curve
could further pressure our net interest margin as our cost of funds
 increases relative to the spread we can earn on our assets.
In addition, net interest income could be affected by
 asymmetrical changes in the different interest rate indexes,
given that not all of our assets or liabilities are priced with the
 same index.
Higher market interest rates and continuing run-off of maturing
securities held by the Federal Reserve in its
 SOMA in furtherance of its quantitative tightening policy to fight
inflation, generally reduce economic activity and may
 reduce loan demand and growth.
Conversely, the slowing
of the run-off of maturing Treasury
securities held in SOMA
 from $60 billion per month to $25 billion that commenced in June 2024,
may reduce the tightening effect of such decreases
 in SOMA.
 The production of mortgages and other loans and the value of collateral
securing our loans are dependent on demand within
 the markets we serve, as well as interest rates.
Lower interest rates typically increase mortgage originations, decrease MSR
 values and promote economic growth.
Increases in market interest rates tend to decrease mortgage originations,
increase
 MSR values, decrease the value and liquidity of collateral securing loans, result
in unrealized losses on our investment
 securities and accumulated other comprehensive losses, and potentially
increase net interest spread depending upon the
 yield curve and the magnitude and duration of interest rate increase, and
constrain economic growth, generally.
Reductions
 in short term target interest rates by the Federal Reserve in the second half
of 2024 did not have much effect on reducing
 longer term mortgage rates.

 Increases in market interest rates also have caused unrealized losses in our investment
securities, all of which are held as
 available for sale and carried at fair market values.
Market prices of our investment securities holdings decline as market
 interest rates increase for comparable securities and maturities.
Although these unrealized losses do not adversely affect
 our regulatory capital, these do reduce our reported income and GAAP tangible
stockholders' equity.
Sales of securities
 with unrealized losses would result in realized losses for GAAP,
regulatory capital and tax purposes.
Increases in interest
 rates may also change depositor behaviors as customers seek higher yielding
deposits.
This may adversely affect our costs
 of funds, growth, net interest income and net income, and may also adversely
affect our liquidity,
results of operations and
 financial condition.
 Liquidity risks could affect operations and jeopardize
our financial condition.
 The COVID-19 pandemic and related monetary and fiscal stimuli generally
increased our bank deposits, including at the
 Bank, while reducing the interest rates earned on loans and securities.
Such excess liquidity and the resulting balance sheet
 growth reduced returns on assets and equity.
The growth in deposits exceeded our loan growth, and the difference
was
 invested in high-quality,
marketable U.S. government and government agency securities, including
agency mortgage-
 backed securities.
Inflation and tightening monetary policies beginning in early 2022 have partially
reversed these trends.
 Liquidity is essential to our business.
An inability to raise funds through deposits, borrowings, proceeds from
loan
 repayments or sales proceeds from maturing loans and securities, and other
sources could have a negative effect on our
 liquidity.
Our funding sources include deposits (primarily core deposits), federal funds purchased,
securities sold under
 repurchase agreements, and short- and long-term debt.
We maintain a portfolio of
marketable high-quality securities that
 are all held as available for sale, and can be used as a source of liquidity.
As market interest rates rose prior to Fall 2024,
 however, we have experienced unrealized
losses on such securities, which would become realized losses upon
the sale of
 such securities, and such sales at a loss would reduce our net income and our
regulatory capital.
 We are also members
of the FHLB-Atlanta and the Federal Reserve Bank of Atlanta, and we can obtain
advances from
 them collateralized with eligible assets, and maintain uncommitted
federal funds lines of credit with other banks.
 Other sources of liquidity available to the Company or the Bank, if needed,
include our ability to acquire additional non-
 core deposits.
We may be able, depending
upon market conditions, to borrow money or issue and sell debt and preferred or
 common securities in public or private transactions.
Our access to funding sources in amounts adequate to finance or
 capitalize our activities on terms which are acceptable to us could be impaired
by factors that affect us specifically,
or the
 financial services industry,
the economy, market interest rates and
fiscal and monetary policies.
General conditions that are
 not specific to us, such as disruptions in the financial markets, failures of other
bank, such as Silicon Valley
Bank,
 Signature Bank and First Republic Bank in 2023, or negative views and expectations
about the prospects for the financial
 services industry could adversely affect us and our liquidity.
 Our ability to realize our deferred
tax assets may be reduced in the future
if our estimates of future taxable income
from
 our operations and tax planning strategies do not support this amount, and the amount
of net operating loss carry-forwards
 realizable for income tax purposes may be reduced
under Section 382 of the Internal Revenue Code by sales of our capital
 securities.

 We are allowed
to carry-back losses for two years for Federal income tax purposes.
As of December 31, 2024, we had a
 net deferred tax asset of $10.2 compared to $10.3 million one year earlier.
These and future deferred tax assets may be
 further reduced in the future if our estimates of future taxable income from our operations
and tax planning strategies do not
 support the amount of the deferred tax asset.
The amount of net operating loss carry-forwards realizable for income tax
 purposes potentially could be further reduced under Section 382
of the Internal Revenue Code by a significant offering
 and/or other sales of our capital securities.
Current bank capital rules also reduce the regulatory capital benefits of deferred
 tax assets.
 Changes in accounting and tax rules applicable to banks could adversely
affect our financial conditions and results of
 operations.

 From time to time, the FASB
and the SEC change the financial accounting and reporting standards that govern
the
 preparation of our financial statements.
These changes can be difficult to predict and can materially impact how
we record
 and report our financial condition and results of operations.
In some cases, we could be required to apply a new or revised
 standard retroactively,
resulting in us restating prior period financial statements
.

 We may
need to raise additional capital in the future, but that capital
may not be available when it is needed or on
 favorable terms.
 We anticipate that
our current capital resources will satisfy our capital requirements for the foreseeable
future under
 currently effective rules.
We may,
however, need to raise additional capital to
support our growth or currently
 unanticipated losses, or to meet the needs of our communities, resulting from
failures or cutbacks by our competitors.
Our
 ability to raise additional capital, if needed, will depend, among other
things, on conditions in the capital markets at that
 time, which are limited by events outside our control, and on our financial
performance.
If we cannot raise additional
 capital on acceptable terms when needed, our ability to further expand
our operations through internal growth and
 acquisitions could be limited.

 Our associates may take excessive risks which could negatively affect our financial
condition and business.
 Banks are in the business of accepting certain risks.
Our executive officers and other members of management,
sales
 intermediaries, investment professionals, product managers, and
other associates, make decisions and choices that may
 expose us to risk. We
endeavor, in the design and implementation
of our compensation programs and practices, to avoid
 giving our associates incentives to take excessive risks; however,
associates may nonetheless take such risks.
Similarly,
 although we employ controls and procedures designed to prevent
misconduct, to monitor associates' business decisions and
 prevent them from taking excessive risks, these controls and procedures may
not be effective.
If our associates take
 excessive risks, risks to our reputation, financial condition and results of
operations could be materially and adversely
 affected.
 Our ability to continue to pay dividends to shareholders,
repurchase stock and
pay discretionary bonuses in the future
is
 subject to our profitability,
capital, liquidity and regulatory requirements
and these limitations may prevent or limit future
 dividends.
 Cash available to pay dividends to our shareholders is derived primarily from
dividends paid to the Company by the Bank.

 The ability of the Bank to pay dividends, as well as our ability to pay dividends
to our shareholders, will continue to be
 subject to and limited by laws limiting dividend payments by the Bank,
the results of operations of our subsidiaries and our
 need to maintain appropriate liquidity and capital at all levels of our business consistent
with regulatory requirements and
 the needs of our businesses.
We can only
pay dividends, repurchase stock and pay discretionary bonuses, if our capital
 conservation buffer exceeds 2.5% and from our eligible retained
income over the last four calendar quarters.
See
 "Supervision and Regulation - Dividends and Distributions."
 The Federal Reserve expects bank holding companies to inform and
consult with Federal Reserve supervisory staff
 sufficiently in advance of (i) declaring and paying a dividend that
could raise safety and soundness concerns, such as
 declaring and paying a dividend that exceeds earnings for the period
for which the dividend is being paid); (ii) redeeming or
 repurchasing regulatory capital instruments when the bank holding
company is experiencing financial weaknesses; or (iii)
 redeeming or repurchasing common stock or perpetual preferred
stock that would result in a net reduction as of the end of a
 quarter in the amount of such equity instruments outstanding compared
with the beginning of the quarter in which the
 redemption or repurchase occurred.

 Further, the Company is also required
to maintain sufficient capital, liquidity and resources to serve as a source of
 managerial and financial strength to the Bank, which may limit its capacity to pay
dividends on Company common stock.

 The Federal Reserve may require the Company to commit resources to the
Bank, even where it is not otherwise in the
 interests of the Company or its shareholders or creditors.
 Our common stock trades in limited volumes, which could result
in price volatility.
 Your
ability to sell or purchase common shares depends upon the existence of an active
trading market for our common
 stock.
Although our common stock is quoted on the Nasdaq Global Market under
the trading symbol "AUBN," our trading
 volume has been limited historically.
The limited trading volume of our common stock may cause fluctuations
in the
 market value of our common stock to be exaggerated, leading to price volatility
in excess of that which would occur in a
 more active trading market.
As a result, you may be unable to sell or purchase shares of our common stock
at the volume,
 price and time that you desire.
Additionally, whether
the market prices of our common stock reflect a reasonable valuation
 of our common stock also is affected by the limited market volumes,
and thus the price you receive may not reflect its true
 or intrinsic value.

 Legal and Regulatory Risks
 The Company is an entity separate and distinct from
the Bank.
 The Company is an entity separate and distinct from the Bank.
Company transactions with the Bank are limited by
 Sections 23A and 23B of the Federal Reserve Act and Federal Reserve Regulation
W.
We depend upon
the Bank's
 earnings and dividends from the Bank paid to the Company,
which are limited by law and regulatory policies and actions,
 for cash to pay the Company's corporate
obligations, and to pay dividends to our shareholders.
If the Bank's ability to pay
 dividends to the Company was terminated or limited, the Company's
liquidity and financial condition could be materially
 and adversely affected.

 Legislative and regulatory changes generally
 The Biden Administration and its heads of various government agencies,
including the bank regulators, CFPB and SEC,
 implemented numerous changes to bank and other regulation, SEC rules and corporate
tax changes that could have an
 adverse effect on our results of operations and financial condition.
 The new Trump Administration has taken
a number of actions to freeze and reduce new regulations, and may take action in
 the future to reverse or ameliorate the effects of various Biden
Administration and other policies and regulations.
See
 "Supervision and Regulation - Recent Developments -New Administration."
New Executive Orders may be issued at any
 time and from time to time, which make additional changes, or modify prior
action by the current Administration.
Such
 changes in regulations, potential consolidation or reorganization
of regulators, hiring freezes and reductions in force at the
 government agencies, including the bank regulators, the CFPB and SEC that directly
affect us, and changes in tariffs and
 trade rules, are unpredictable.
Such changes, and their administration and potential litigation challenging,
modifying or
 rescinding such changes, create uncertainty and may adversely affect
us, our customers and markets, and the economy,
 generally.
 The bank regulators, the CFPB and the SEC have actively developed a broad range
of new and changed rules over the last
 several years, many of which are complex and lengthy,
such as the new CRA regulations and various SEC rules, including
 the cybersecurity rule adopted in September 2023 and climate change
rules adopted on March 6, 2024.
Some rules, such as
 the SEC share repurchase modernization rules, have been struck down by the courts
and have been withdrawn, creating
 more compliance uncertainty during the pendency of the litigation.
Ten states' attorney generals immediately
challenged
 the Enhancement and Standardization of Climate-Related Disclosures for
Investors rule adopted by the SEC on March 6,
 2024, and the SEC stayed that rule's
effectiveness.
On February 11, 2025, Acting SEC Chairman Uyeda
announced that in
 light of the change in Administrations and the Regulatory Freeze Executive
Order, the SEC was notifying the United States
 Court of Appeals for the Eighth Circuit and requesting that Court
 not to schedule the case for argument to provide time for
 the SEC to deliberate and determine the appropriate next steps.
 Compliance with the volume and complexity of these rule changes, and the potential reversal
of various Biden-era rules is
 costly and imposes material time and personnel burdens on financial
services companies, especially on smaller companies,
 such as the Company.
Increasing litigation on regulatory rules and whether these exceed the agencies'
statutory authority
 or have been improperly adopted, which result from recent court decisions,
also creates further uncertainty and risks as to
 the final timing, content and scope of new rules, and the business changes needed
to be made to comply with the effective
 dates of the new or changed rules.
 Regulatory actions and policies can affect the markets' outlook,
and the valuations and volatility of bank securities
 generally, including
our common stock.
 Changes in taxes and federal budgets
 Major tax and budget legislation is pending at the beginning of 2025, which
have unpredictable effects on the economy and
 on us and our customers.
 If the 2017 Tax Act
is extended, it would result in an estimated $4.5 trillion of continued and new
tax cuts over the next 10
 years.
Tax and budget legislation contemplates
an estimated increase of approximately $2.8 trillion over the next 10 years
 and seeks a $4 trillion increase in the debt limit.
Such tax cuts and increased federal government spending may adversely
 effect the federal government's
credit ratings and interest rates on and costs of the national debt, to the extent not
offset by
 tariffs.
The additional debt could crowd the debt markets and increase interest rates, generally.

 Unless extended or amended, many provisions of the 2017 Tax
Act, including the cap on SALT
deductions, expire at the
 end of 2025, and the marginal individual tax brackets
will increase.
The 2017 Tax Act's
reduction in corporate tax rates to
 21% do not expire at the end of 2025, absent new legislation.
Except to the extent offset by a restoration of uncapped
 SALT deductions,
increases in marginal individual tax rates may adversely affect
consumer confidence, and may reduce the
 cash available for deposits and debt service.
 We are
subject to extensive regulation that could limit or restrict
our activities and adversely affect our earnings and the
 market value of our common stock.
 We and our
subsidiaries are regulated by several regulators, including the Federal Reserve, the Alabama
Superintendent,
 the SEC and the FDIC.
Although not regulated or supervised by the CFPB, we are subject to the CFPB's
regulations and
 interpretations regarding the offering and provision of
consumer financial products or services under the Federal consumer
 financial law; and the Federal Reserve's supervision
and examination of our compliance with such CFPB regulations and
 pronouncements.
Our success is affected by state and federal laws and regulations
affecting banks and bank holding
 companies, and the securities markets, and our costs of compliance could adversely
affect our earnings.
Banking
 regulations are primarily intended to protect depositors, and the FDIC's
DIF, not shareholders.
The financial services
 industry also is subject to frequent legislative and regulatory changes and proposed
changes, especially following changes
 of presidential administrations which most recently occurred on January
20, 2025.
In addition, the interpretations of
 regulations by regulators may change and statutes may be enacted with retroactive
impact.
From time to time, regulators
 raise issues during examinations of us which, if not determined satisfactorily,
could have a material adverse effect on us.

 Compliance with applicable laws and regulations is time consuming and costly
and may affect our profitability.
Changes in
 regulations applicable to us and in our regulators could have a material adverse
effect on financial services regulation,
 generally, and on our
financial condition and results of operations.
See "Supervision and Regulation - Recent
 Developments-
New Administration."
 Litigation and regulatory actions could harm
our reputation and adversely affect our results
of operations and financial
 condition.
 A substantial legal liability or a significant regulatory action against us, as well as regulatory
inquiries, investigations or
 enforcement actions, could harm our reputation, result in material fines or
penalties, result in significant legal and other
 costs, divert management resources away from our business, and otherwise have
a material adverse effect on our financial
 condition and results of operations and our ability to expand on our existing
business.
Even if we ultimately prevail in such
 proceedings, our ability to attract new customers, retain our current
customers and recruit and retain employees could be
 materially and adversely affected.
Regulatory inquiries and proceedings may also adversely affect
the prices, volatility or
 outlook for our common stock or other securities specifically,
or bank securities, generally.
 As a participating lender in the PPP,
the Bank is subject to additional risks of litigation from the Bank's
customers or other
 parties regarding
the Bank's
processing of loans for the PPP and risks of potential
SBA or bank regulatory claims.

 The Bank participated as a lender in the PPP and made a total of $56.7 million
of PPP loans in 2020 and 2021, generally to
 support existing customers in the Bank's
markets.
All PPP loans made by the Bank have been forgiven by the SBA, except
 for one credit where the borrower is voluntarily repaying the loan.
Since the beginning of the PPP,
various banks have
 been subject to litigation regarding the processes and procedures used
in processing applications for the PPP,
and greater
 governmental attention is directed at preventing fraud.
We may be exposed
to similar litigation risks, from both customers
 and non-customers that approached the Bank regarding PPP loans that we
extended.

 The SBA, the Department of Justice and the bank regulators are investigating
various PPP lenders and borrowers with
 respect to potential fraud or improper activities under the PPP loan programs.
Although the SBA has not indicated any
 issues with the Bank's participation
in the PPP program and honored all PPP forgiveness requests, the Bank
could have
 potential liability if the SBA later determines deficiencies in the manner in
which PPP loans were originated, funded or
 serviced by the Bank, such as an issue with the eligibility of a borrower to
receive a PPP loan, or its forgiveness of a PPP
 properly, including
those related to the ambiguities in the laws, rules and guidance regarding the PPP's
operation.
 The Bank is unaware of any such investigation or claims. If any such
claims are made against the Bank and are not resolved
 favorably to the Bank, it may result in financial liability or adversely affect
our reputation.
Any financial liability, litigation
 costs or reputational damage caused by PPP related litigation could have
a material adverse effect on our business, financial
 condition and results of operations.

 We are
required to maintain
capital to meet regulatory requirements,
and if we fail to maintain sufficient capital, our
 financial condition, liquidity and results of operations
would be adversely affected.
 We and the Bank
must meet regulatory capital requirements and maintain sufficient
liquidity, including liquidity
at the
 Company, as well as the Bank.
If we fail to meet these capital and other regulatory requirements, our financial
condition,
 liquidity and results of operations would be materially and adversely
affected.
Our failure to remain "well capitalized" and
 "well managed", including meeting the Basel III capital conservation buffers,
for bank regulatory purposes, could adversely
 affect us.

 See
 "Supervision and Regulation—Basel III Capital Rules."

 Although we currently have capital ratios that exceed all these minimum levels and
a strategic plan to maintain these levels,
 we or the Bank may be unable to continue to satisfy the capital adequacy requirements
and/or maintain our liquidity for
 various reasons, which may include:

 losses and/or increases in the Bank's credit
risk assets and expected losses resulting from the deterioration in the
 creditworthiness of borrowers and the issuers of investment securities we hold;

 difficulty in refinancing or issuing instruments upon redemption
or at maturity of such instruments to raise capital
 under acceptable terms and conditions;

 declines in the value of our securities portfolios or sales of securities for losses;

 revisions to the regulations or their application by our regulators that increase our
capital or liquidity requirements;

 reduced total earnings on our assets will reduce our internal generation
of capital available to support our balance
 sheet growth;

 reductions in the value of our MSRs and DTAs;
and other adverse developments; and

 unexpected growth and an inability to increase capital timely.
 A failure to remain "well capitalized," for bank regulatory purposes, including
meeting the Basel III Capital Rule's
 conservation buffer,
could adversely affect customer confidence, and our:

 ability to grow;

 the costs of and availability of funds;

 FDIC deposit insurance premiums;

 ability to raise or replace brokered deposits;

 ability to pay or increase dividends on our capital stock.

 Ability to repurchase our common stock

 ability to make discretionary bonuses to attract and retain quality personnel;

 ability to make acquisitions or engage in new activities;

 flexibility if we become subject to prompt corrective action restrictions; and

 ability to make payments of principal and interest on any of our capital
instruments that may be then outstanding.
 The Federal Reserve may require
us to commit capital resources
to support the Bank.
 As a matter of policy, the
Federal Reserve expects a bank holding company to act as a source of financial and managerial
 strength to a subsidiary bank and to commit resources to support such subsidiary
bank.
The Federal Reserve may require a
 bank holding company to make capital injections into a troubled subsidiary bank.
In addition, the Dodd-Frank Act amended
 the FDI Act to require that all companies that control a FDIC-insured depository
institution serve as a source of financial
 strength to their depository institution subsidiaries.
Under these requirements, we could be required to provide financial
 assistance to the Bank should it experience financial distress, even if further investment
was not otherwise warranted. See
 "Supervision and Regulation."

 Our operations are subject to risk of loss from
unfavorable fiscal, monetary,
regulatory and political developments in the
 U.S.
 Our businesses and earnings are affected by the fiscal, monetary
and other policies and actions of various U.S.
 governmental and regulatory authorities.
Changes in these are beyond our control and are difficult to predict and,
 consequently, changes
in these policies could have negative effects on our activities and results of operations.
Failures of
 the executive and legislative branches to agree on spending plans and budgets
previously have led to Federal government
 shutdowns, which may adversely affect the U.S. economy.
Additionally, any prolonged
government shutdown or
 reductions in force at various governmental and regulatory
authorities may inhibit our ability to evaluate the economy,
 generally, and affect
government workers who are not paid during such events, and where the absence
of government
 services and data could adversely affect consumer and business sentiment,
our local economy,
and business our customers
 and our business.
The numerous Executive Orders and other actions taken by the Trump
Administration in its first month
 and future changes, and their uncertain effects on the
economy, the markets, our regulators and
regulation, our local
 markets, customers and others are unpredictable, and may adversely affect
our business, results of operations and financial
 condition.
 Litigation and regulatory investigations are
increasingly common in our businesses and may result
in significant financial
 losses and/or harm to our reputation.
 We face risks of
litigation and regulatory investigations and actions in the ordinary course of
operating our businesses,
 including the risk of class action lawsuits.
Plaintiffs in class action and other lawsuits against us may seek very large
and/or
 indeterminate amounts, including punitive and treble damages. Due to the vagaries
of litigation, the ultimate outcome of
 litigation and the amount or range of potential loss at particular points in time
may be difficult to ascertain.
We do not have
 any material pending litigation or regulatory matters affecting
us at December 31, 2024.
 Failures to comply with the fair lending laws, CFPB regulations
or the Community Reinvestment Act, or CRA, could
 adversely affect us.
 The Bank is subject to, among other things, the provisions of the Equal
Credit Opportunity Act, or ECOA and the Fair
 Housing Act, which prohibit discrimination based on race or color,
religion, national origin, sex and familial status in any
 aspect of a consumer, commercial credit or
residential real estate transaction.
The DOJ's and the federal bank
regulators'
 Interagency Policy Statement on Discrimination in Lending provides
guidance to financial institutions to evaluate whether
 discrimination exists, ways to prevent discriminatory lending
practices and how the government agencies will respond to
 lending discrimination.
Failures to comply with ECOA, the Fair Housing Act and other fair lending laws and
regulations,
 including CFPB regulations or interpretations, could subject us to enforcement
actions or litigation, and could have a
 material adverse effect on our business financial condition
and results of operations.
 Our Bank is also subject to the CRA and periodic CRA examinations. The
CRA requires us to serve our entire
 communities, including low- and moderate-income ("LMI") neighborhoods.
Our CRA ratings could be adversely affected
 by actual or alleged violations of the fair lending or consumer financial
protection laws. The CRA and fair lending
 responsibilities are related and mutually reinforcing.
Even though we have maintained a "satisfactory" CRA rating since
 2000, we cannot predict our future CRA ratings.
Violations of fair lending
laws or if our CRA rating falls to less than
 "satisfactory" could adversely affect our business, including expansion
through branching or acquisitions.
 The Federal Reserve and the other federal bank regulators adopted
comprehensive revisions to its CRA regulations
 published in the Federal Register on February 1, 2024.
We are evaluating
and working on implementing the new rules,
 which could significantly affect our compliance costs and
activities.
See "Supervision and Regulation -
 Community
 Reinvestment Act and Consumer Laws."

 COVID-19 and Similar Risks
 The Company's assessment of risks related
to COVID-19 and its effects on the Company applicable
during the pandemic
 are discussed in the Company's Annual Report on Form 10-K filed with the
SEC on March 8, 2022 under the caption "Risk
 Factors-COVID 19 Risks" and in our Annual and Quarterly Reports on
Forms 10-K and 10-Q through September 30, 2024.

 The President terminated the COVID-19 national emergencies
effective May 11, 2023.
Remaining effects of the COVID-
 19 pandemic and other epidemics and pandemics are discussed herein,
including under "Supervision and Regulation --
 Bank Regulation --
 Residential Mortgages

and -- Fiscal and Monetary Policies; Risk Factors -- Operational
Risks --
 Market
 conditions and economic cyclicality may adversely affect our industry
; --
 Our success depends on local economic
 conditions
; --
 Severe weather and natural disasters, including as
a result of climate change, pandemics, epidemics, acts of
 war or terrorism or other external events could have
significant effects on our business
; and Risk Factors --
 "
 Financial
 Risks

-Liquidity risks could affect operations and jeopardize
our financial condition."
 ITEM 1B. UNRESOLVED
STAFF COMMENTS
 None.
 ITEM 1C. CYBERSECURITY
 We rely extensively
on various information systems and other electronic resources to operate our business. In
addition,
 nearly all of our customers, service providers and other business partners on
whom we depend, including the providers of
 our online banking, mobile banking and accounting systems, use their own
electronic information systems.
Any of these
 systems can be compromised by employees, customers and other
authorized individuals, and bad actors using sophisticated
 and constantly evolving sets of software, tools and strategies, which may include
artificial intelligence, to do so.
The
 threats are domestic and international and range from small to large,
including state sponsored, terrorist and criminal
 organizations with substantial funds, and technical
and other resources

 As a bank, we and our vendors, service providers and customers may be attractive targets,
and we confront continuous
 cybersecurity threats.
Insurance to fully cover these risks is unavailable in sufficient amounts at reasonable
costs.
We
 believe the more effective approach is taking active measures to
detect, deter and reduce cybersecurity threats, and be
 prepared to address and remediate any breaches and prevent similar breaches
in the future.
See "Risks Related to
 Information Security and Business Interruption" section of the Risk Factors included
in Item 1A of this Form 10-K for
 additional information.
 Accordingly, we have devoted
significant resources to assessing, identifying and managing risks associated
with
 cybersecurity threats, including:
 •
 Implementing an Information Security Program that establishes policies and
procedures for security
 operations and governance;
 •
 Establishing an IT Steering Committee that includes participation by directors that
is responsible for security
 administration, including reviewing assessments of our information
systems, existing controls, vulnerabilities
 and potential improvements;
 •
 Implementing layers of controls and not allowing excessive reliance on
any single control;
 •
 Employing a variety of preventative and detective tools designed to monitor,
block and provide alerts
 regarding suspicious activity;
 •
 Continuously evaluating tools that can detect and help respond to cybersecurity
threats in real-time;
 •
 Leveraging people, processes and technology to manage and maintain cybersecurity
controls;
 •
 Maintaining a vendor management program with pre-engagement and periodic
review processes thereafter,
 and a third-party risk management program designed to identify, assess and manage
risks associated with
 external service providers;

 •
 Monitoring our systems and related software and programming periodically
to update software and
 programing, including updating data protection elements, and requiring
that our service providers also engage
 in similar programs that are reasonably designed to deter cybersecurity
breaches;
 •
 Performing initial and ongoing due diligence with respect to our third-party
service providers, including their
 cybersecurity practices and safeguards, and service level standards
based on the risk they pose to the Bank;
 •
 Engaging third-party cybersecurity consultants, who conduct periodic penetration
testing, vulnerability
 assessments and other procedures to identify potential weaknesses in our
systems and processes; and
 •
 Conducting periodic cybersecurity training for our employees and the Company's
board of directors.
 Our Information Security Program is a key part of our overall risk management
system, which is administered by our IT
 Steering Committee and evaluated by our IT Steering Committee and chief
risk officer.
The program includes
 administrative, technical and physical safeguards to help protect the security
and confidentiality and availability of
 customer records and information.
 From time-to-time, we have identified cybersecurity threats
that require us to make changes to our processes and equipment
 and to implement additional safeguards. While none of these identified
threats or incidents have materially affected us, it is
 possible that threats and incidents we identify in the future could have a material
adverse effect on our business strategy,
 customer service, data privacy and security,
continuity of service and reputation, and our results of operations and financial
 condition.
 The Company's Chief Technology
Officer is responsible for the day-to-day management of cybersecurity
risks we face and
 oversees the IT Steering Committee, which is chaired by a director of
the Company's board. The IT Steering Committee
 oversees the information security assessment, development of policies,
standards and procedures, testing, training and
 security report processes.
The IT Steering Committee is comprised of officers with the appropriate
expertise and authority
 to oversee the Information Security Program, and includes the participation
of certain directors.
 Our Chief Technology
Officer, along with the information
technology department, is accountable for managing our
 enterprise information security and delivering our information security program.
The department, as a whole, consists of
 information security professionals with varying degrees of education
and experience. The Chief Technology
Officer is
 subject to professional education and certification requirements. In particular,
our Chief Technology Officer,
who is also
 designated as our Information Security Officer,
has relevant expertise in the areas of information security and cybersecurity
 risk management.
 In addition, the Company's
Board, both as a whole and through directors participating in the IT Steering
Committee, is
 responsible for the oversight of risk management, including cybersecurity
risks. In that role, the Company's Board
and the
 IT Steering Committee, with support from the Company's
management and third-party cybersecurity advisors, are
 responsible for implementing and maintaining risk management processes
designed and implemented by management that
 are adequate and functioning as designed.
The Board reviews and approves an information security program, vendor
 management policy (including third-party service providers), acceptable
use policy, incident response procedures
and
 business continuity planning policy on at least an annual basis. All the aforementioned
policies are developed and
 implemented by Company management. To
carry out their duties, the Board receives updates at least quarterly from the
 Chief Technology
Officer regarding cybersecurity risks and the Company's
efforts to prevent, detect, mitigate and
 remediate any cybersecurity incidents.
 ITEM 2. DESCRIPTION OF PROPERTY

 The Bank conducts its business from its main office,
seven full-service branches,
and a loan production office.

 The Bank owns its main campus in downtown Auburn, Alabama, which
comprises over 4 acres and includes the newly
 constructed AuburnBank Center, which
was completed in May 2022 and had its grand opening in June 2022.
The
 AuburnBank Center has approximately 90,000 square feet of space.
The AuburnBank Center includes the Bank's
main
 office, Auburn loan production office, and
all of its back-office operations.
The main office branch offers the full line of
 the Bank's services and has one
ATM.
The Bank's drive-through facility located
on the main office campus was
 constructed in October 2012.
This drive-through facility has five drive-through lanes, including an ATM,
and a walk-up
 teller window.
The Bank has approximately 46,000 square feet of Class A office space
and approximately 5,000 square
 feet of retail space in the new AuburnBank Center building available for
lease to third party tenants, of which
 approximately 21,000 square feet is currently leased and occupied.
 The Opelika branch is located in Opelika, Alabama. This branch, built
in 1991, is owned by the Bank and has
 approximately 4,000 square feet of space. This branch offers
the full line of the Bank's services and
has drive-through
 windows and an ATM.
This branch offers parking for approximately 36 vehicles.
 The Notasulga branch was opened in August 2001. This branch is located
in Notasulga, Alabama, about 15 miles west of
 Auburn, Alabama. This branch is owned by the Bank and has approximately 1,344
square feet of space. The Bank leased
 the land for this branch from a third party.
In May 2024, the Bank's land lease renewe
d
for another one-year term. This
 branch offers the full line of the Bank's
services including safe deposit boxes and a drive-through window
and parking for
 approximately 11 vehicles, including
a handicapped ramp.
 In November 2002, the Bank opened a loan production office
in a leased space in Phenix City,
Alabama, about 35 miles
 south of Auburn, Alabama. In November 2023, the Bank renewed
its lease for another 2 years.
 In February 2009, the Bank opened a branch located on Bent Creek Road in
Auburn, Alabama. This branch is owned by the
 Bank and has approximately 4,000 square feet of space. This branch offers
the full line of the Bank's services and
has
 drive-through windows and a drive-up ATM.
This branch offers parking for approximately 29 vehicles.
 In December 2011, the Bank opened a branch
located on Fob James Drive in Valley,
Alabama, about 30 miles northeast of
 Auburn, Alabama.
This branch is owned by the Bank and has approximately 5,000 square feet of space.
This branch offers
 the full line of the Bank's services and
has drive-through windows and a drive-up ATM.
This branch offers parking for
 approximately 35 vehicles.
Prior to December 2011, the Bank had operated a
loan production office in Valley,
which was
 originally opened in September 2004.
 In February 2015, the Bank relocated its branch in the Auburn Kroger store
to a new leased location within the Corner
 Village Shopping Center in
Auburn.
After careful consideration of the Bank's customers,
branch usage, parking issues, the
 lack of a drive through window and the close proximity to our other locations
in Auburn, the Bank closed the Corner
 Village branch on December
31, 2024, and its lease expired January 31, 2025.
 In September 2015, the Bank relocated its Auburn Wal
-Mart Supercenter branch in south Auburn, which had been
opened
 in 2004 to a new building, which the Bank built in 2015 at the intersection
of S. Donahue Avenue
and E. University Drive
 in Auburn, Alabama.
The South Donahue branch has approximately 3,600 square feet of space.
The South Donahue
 branch offers the full line of the Bank's
services and has drive-through windows and an ATM.
This branch offers parking
 for approximately 28 vehicles.
 In May 2017, the Bank relocated its Opelika Kroger branch to a new location the
Bank purchased in August 2016 near the
 Tiger Town
Retail Shopping Center and the intersection of U.S. Highway 280 and Frederick Road
in Opelika, Alabama.

 The Tiger Town
branch, built in 2017, has approximately 5,500 square feet of space.
Prior to relocation, the Bank's
 Opelika Kroger branch was located inside the Kroger supermarket in
the Tiger Town
retail center in Opelika, Alabama. The
 Opelika Kroger branch was originally opened in July 2007. The Tiger
Town branch offers
the full line of the Bank's
 services and has drive-through windows and an ATM.
This branch offers parking for approximately 36 vehicles.
 In addition to the seven ATMs
at various branch locations, the Bank also has three ATMs
located at various locations
 within our primary service area.
 The Bank had a 2,500 square feet loan production office on
East Samford Avenue
in Auburn, Alabama.
When this loan
 production office was relocated to the AuburnBank Center in June
2022, the Company entered into a three-year sublease
 agreement during 2022.
The sublessee has an option exercisable by September 2025 to renew the sublease for
the
 remaining term of the
Bank's lease ending in 2028.

 ITEM 3.
LEGAL PROCEEDINGS

 In the normal course of its business, the Company and the Bank from time to
time are involved in legal proceedings. The
 Company's management believe
there are no pending or threatened legal proceedings that, upon resolution,
are expected to
 have a material adverse effect upon the Company's
or the Bank's financial condition
or results of operations.
 ITEM 4.
MINE SAFETY DISCLOSURES

 Not applicable.
 PART
II

 ITEM 5.
MARKET FOR REGISTRANT'S COMMON EQUITY,
RELATED STOCKHOLDER
MATTERS AND
 ISSUER PURCHASES OF EQUITY SECURITIES
 The Company's Common
Stock is listed on the Nasdaq Global Market, under the symbol "AUBN". As of March 10,
2025,
 there were approximately 3,493,699 shares of the Company's
Common Stock issued and outstanding, which were held by
 approximately 330 shareholders of record. The following table sets forth, for
the indicated periods, the high and low closing
 sale prices for the Company's Common
Stock as reported on the Nasdaq Global Market, and the cash dividends declared to
 shareholders during the indicated periods.

 Closing

 Cash

 Price

 Dividends

 Per Share (1)
 Declared

 High
 Low
 2024
 First Quarter
 $

21.55

 $

18.82

 $

0.27

 Second Quarter

19.25

16.63

0.27

 Third Quarter

24.35

17.50

0.27

 Fourth Quarter

24.57

20.06

0.27

 2023
 First Quarter
 $

24.50

 $

22.55

 $

0.27

 Second Quarter

24.32

18.80

0.27

 Third Quarter

22.80

20.85

0.27

 Fourth Quarter

21.99

19.72

0.27

 (1)
The price information represents actual transactions.
 The Company has paid cash dividends on its capital stock since 1985. Prior to this time,
the Bank paid cash dividends since
 its organization in 1907, except during the Depression years of
1932 and 1933. Holders of Common Stock are entitled to
 receive such dividends when, as and if may be declared by the Company's
Board of Directors. The amount and frequency
 of cash dividends is determined in the judgment of the Board based upon a number
of factors, including the Company's
 earnings, financial condition, liquidity,
capital and regulatory requirements and other relevant factors and the availability of
 dividends payable by the Bank consistent with amounts available therefore,
including the Bank's earnings,
 condition, liquidity, regula
tory and capital requirements and other relevant factors. The Board currently intends to
continue
 its present dividend policies.

 The amount of dividends payable by the Bank is limited by law and regulation.
The Company relies upon dividends from
 the Bank to pay Company expenses and to pay dividends on Company common stock.
The need to maintain adequate
 capital and liquidity in the Bank also limits the dividends that may be paid to the Company.
The Bank and the Company
 can only pay dividends, repurchase stock and pay discretionary bonuses,
if our capital conservation buffer of CET1 capital
 exceeds 2.5% and from our eligible retained income over the last four calendar
quarters.
Eligible retained income equals
 the greater of:

 net income for the four preceding calendar quarters, net of any distributions and associated
tax effects not already
 reflected in net income; or

 the average net income over the preceding four quarters.
 Federal Reserve policy could restrict future dividends from the Bank or on
Company Common Stock, depending on our
 earnings and capital position, risks and likely needs.
The Alabama Banking Code also limits dividends payable by the
 Bank.
See "Supervision and Regulation –Dividends and Distributions" and
"Management's Discussion and Analysis of
 Financial Condition and Results of Operations – Capital Adequacy"
and "Risk Factors -
 Our ability to continue to pay
 dividends to shareholders and repurchase
stock in the future is subject to our profitability,
capital, liquidity and regulatory
 requirements and
these limitations may prevent or limit future
dividends."
 Issuer Purchases of Equity Securities

 Not applicable.

 ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS
OF
 OPERATIONS
 The following is a discussion of our financial condition at December 31,
2024 and 2023 and our results of operations for
 the years ended December 31, 2024 and 2023. The purpose of this discussion
is to provide information about our financial
 condition and results of operations which is not otherwise apparent
from the consolidated financial statements. The
 following discussion and analysis should be read along with our
consolidated financial statements and the related notes
 included elsewhere herein. In addition, this discussion and analysis contains
forward-looking statements, so you should
 refer to Item 1A, "Risk Factors" and "Special Cautionary Notice Regarding
Forward-Looking Statements".
This includes
 Table 2 "Selected
Financial Data."

 OVERVIEW
 The Company was incorporated in 1990 under the laws of the State of Delaware and
became a bank holding company after
 it acquired its Alabama predecessor, which was a bank
holding company established in 1984. The Bank, the Company's
 principal subsidiary,
is an Alabama state-chartered bank that is a member of the Federal Reserve System and
has operated
 continuously since 1907. Both the Company and the Bank are headquartered
in Auburn, Alabama. The Bank conducts its
 business primarily in East Alabama, including Lee County and surrounding
areas. The Bank operates full-service branches
 in Auburn, Opelika, Notasulga and Valley,
The Bank also operates a loan production office in
Phenix City,
 Summary of Results of Operations
 (Dollars in thousands, except per share data)
 2024
 2023
 Net interest income (a)
 $
 $
 Less: tax-equivalent adjustment
 Net interest income (GAAP)
 27,125
 26,328
 Noninterest income
 3,474
 (2,981)
 Total revenue
 30,599
 23,347
 Noninterest expense
 22,166
 22,594
 Income tax expense (benefit)

 2,000
 (777)
 $
 6,397
 $
 1,395
 Basic and diluted net earnings per share
 $
 1.83
 $
 0.40
 (a) Tax-equivalent.
See "Table 1 - Explanation of Non-GAAP Financial Measures".
 Financial Summary
 The Company's net earnings were
$6.4 million for the full year 2024, compared to $1.4 million for the full year 2023.

 Basic and diluted net earnings per share were $1.83 per share for the full year 2024,
compared to $0.40 per share for the full
 year 2023.
Net earnings for 2023 reflected the sale of $117.6 million
of available-for-sale securities for an after-tax loss of
 $(4.7) million, or $(1.35) per share related to the Company's
balance sheet repositioning strategy in December 2023.

 Excluding this non-routine item, net earnings for the full year 2023
would have been $6.1 million, or $1.75 per share.
 Net interest income (tax-equivalent) was $27.2 million in 2024, a
2% increase compared to $26.7 million in 2023. This
 increase was primarily due to improved net interest margin.
The Company's net interest margin
(tax-equivalent) was
 3.06% in 2024, compared to 2.89% in 2023.
The increase in net interest margin (tax-equivalent) was primarily
due to loan
 growth and the December 2023 balance sheet repositioning, which resulted
in a more favorable asset mix and higher yields
 on interest-earning assets in 2024.
Average loans for 2024 were $568.7
million, a 9% increase from 2023.

 At December 31, 2024, the Company's
allowance for credit losses was $6.9 million, or 1.22% of total loans, compared to
 $6.9 million, or 1.23% of total loans, at December 31, 2023.
Although the balance of the allowance for credit losses was
 largely unchanged, the decrease in the allowance for credit
losses as a percentage of total loans was primarily due to
 improved economic forecasts.

 The Company recorded a provision for credit losses of $36 thousand
in 2024 compared to $135 thousand during 2023.
The
 provision for credit losses under CECL is reflective of the Company's
credit risk profile and the future economic outlook
 and forecasts. Our CECL model is largely influenced by economic
factors including, most notably,
the anticipated
 unemployment rate.

 Noninterest income was $3.5 million in 2024 compared to a loss of $3.0
million in 2023.
Excluding the pre-tax securities
 loss of $6.3 million related to the balance sheet repositioning strategy in 2023,
noninterest income would have been $3.3
 million for 2023.

 Noninterest expense was $22.2 million in 2024 compared to $22.6
million in 2023.
This decrease in noninterest expense
 reflects decreases in net occupancy and equipment expenses of $0.4
million, professional fees expense of $0.1
million,
 other noninterest expense of $0.2 million.
These decreases were partially offset by increases in salaries and benefits
 expense of $0.4
million.
 The provision for income taxes expense was $2.0 million for an effective
tax rate of 23.82% for 2024, compared to a tax
 benefit of $0.8 million for a negative effective tax rate of (125.73)%
for 2023.
The Company's effective
income tax rate is
 affected principally by tax-exempt earnings from the Company's
investments in municipal securities, bank-owned life
 insurance, and New Markets Tax
Credits.
The effective tax rate increased primarily due to a decrease in the Company's
 investment in municipal securities following the balance sheet restructuring
in the fourth quarter of 2023, and the adoption
 of FASB ASU 2023-02
Investments – Equity Method and Joint Ventures
(Topic323) which allows the
proportional
 amortization method for our NMTC investments, on January 1, 2024.
With the adoption of this ASU, amortization of
 NMTCs are now included in income tax expense rather than noninterest
expense.
Additionally, the provision
for income
 tax expense and the effective tax rates for 2024 included discrete tax
items associated with provision to return adjustments
 in conjunction with the final 2023 tax return filing and the resolution of state examination
activities, which resulted in
 additional tax expense.
 The Company paid cash dividends of $1.08 per share in 2024, unchanged
from 2023. At December 31, 2024, the Bank's
 regulatory capital ratios were well above the minimum amounts required
to be "well capitalized" under current regulatory
 standards with a total risk-based capital ratio of 15.81%, a tier 1 leverage ratio of
10.49% and common equity tier 1 or
 (CET1) of 14.80% at December 31, 2024.

 CRITICAL ACCOUNTING POLICIES
 The accounting and financial reporting policies of the Company conform with
U.S. generally accepted accounting
 principles and with general practices within the banking industry.
In connection with the application of those principles, we
 have made judgments and estimates which, in the case of the determination of our
allowance for credit losses, recurring and
 non-recurring fair value measurements, and the valuation of deferred tax assets, were critical
to the determination of our
 financial position and results of operations.
 Allowance for Credit Losses – Loans
 The allowance for credit losses is estimated under the CECL methodology set forth
in FASB ASC 326. The allowance
for
 credit losses reflects management's
estimate of the amount of credit losses expected to be recognized over
the remaining
 life of the loans in our portfolio. This evaluation requires significant management
judgment and is based upon relevant
 available information related to historical default and loss experience,
current and projected economic conditions, and other
 portfolio-specific and environmental risk factors. Losses are predicted
over a reasonable and supportable forecast period,
 and at the end of the reasonable and supportable period losses revert to long term historical
averages. The allowance for
 credit losses is measured on a collective basis for pools of loans with similar risk characteristics,
and on an individual basis
 for loans that do not share similar risk characteristics with the collectively evaluated
pools. There are factors beyond our
 control, such as changes in projected economic conditions, real estate markets
or particular industry conditions which may
 materially impact asset quality and the adequacy of the allowance for credit
losses and thus the resulting provision for credit
 losses. The allowance is adjusted through provision for credit losses and decreased
by charge-offs, net of recoveries of
 amounts previously charged-off. See Note
1 - Summary of Significant Accounting Policies and Note 5 - Loans and
 Allowance for Credit Losses in the notes to our consolidated financial statements
in this report.

Determination
 U.S. GAAP requires management to value and disclose certain of
the Company's assets and liabilities at fair value,
 including investments classified as available-for-sale and
derivatives. ASC 820,
Measurements and Disclosures
,
 which defines fair value, establishes a framework for measuring fair value
in accordance with U.S. GAAP and expands
 disclosures about fair value measurements.
For more information regarding fair value measurements and disclosures,
 please refer to Note 1 - Summary of Significant Accounting Policies and Note
13, Fair Value
in the notes to the
 consolidated financial statements that accompany this report.
 Fair values are based on active market prices of identical assets or liabilities when available.
Comparable assets or
 liabilities or a composite of comparable assets in active markets are used when
identical assets or liabilities do not have
 readily available active market pricing.
However, some of the Company's
assets or liabilities lack an available or
 comparable trading market characterized by frequent transactions between
willing buyers and sellers. In these cases, fair
 value is estimated using pricing models that use discounted cash flows and
other pricing techniques. Pricing models and
 their underlying assumptions are based upon management's
best estimates for appropriate discount rates, default rates,
 prepayments, market volatility and other factors, taking into account
current observable market data and experience.
 These assumptions may have a significant effect on the reported
fair values of assets and liabilities and the related income
 and expense. As such, the use of different models and assumptions,
as well as changes in market conditions, could result in
 materially different net earnings and retained earnings results.

 Deferred Tax
Asset Valuation
 A valuation allowance is recognized for a deferred tax asset if, based on the weight of
available evidence, it is more-likely-
 than-not that some portion or the entire deferred tax asset will not be realized.
The ultimate realization of deferred tax assets
 is dependent upon the generation of future taxable income during the periods
in which those temporary differences become
 deductible. Management considers the scheduled reversal of deferred
tax liabilities, projected future taxable income and tax
 planning strategies in making this assessment. At December 31,
2024 we had total deferred tax assets of $10.2 million
 included as "other assets", including $9.9 million resulting from unrealized
losses in our securities portfolio.
Based upon
 the level of taxable income over the last three years and projections for future
taxable income over the periods in which the
 deferred tax assets are deductible, management believes it is more likely
than not that we will realize the benefits of these
 deductible differences at December 31, 2024.
The amount of the deferred tax assets considered realizable, however,
could
 be reduced if estimates of future taxable income are reduced.
See Note 1 - Summary of Significant Accounting Policies
 and Note 10 – Income Taxes
in the notes to the consolidated financial statements that accompany this report.

 Average Balance
Sheet and Interest Rates

 2024
 2023
 Yield/
 Yield/
 Balance
 Rate
 Balance
 Rate
 Loans and loans held for sale

 $
 568,733
 5.23%
 $
 523,838
 4.76%
 Securities - taxable
 248,072
 2.19%
 335,366
 2.15%
 Securities - tax-exempt (a)
 10,084
 3.70%
 52,122
 3.81%
 Total securities
 258,156
 2.25%
 387,488
 2.37%
 Federal funds sold
 17,907
 5.24%
 5,221
 4.79%
 Interest bearing bank deposits
 44,634
 5.23%
 8,593
 4.92%
 Total interest-earning
assets
 889,430
 4.36%
 925,140
 3.76%
 Deposits:

 NOW
 192,702
 1.39%
 193,451
 0.99%
 Savings and money market
 251,778
 0.86%
 289,235
 0.74%
 Certificates of deposit
 195,097
 3.46%
 175,085
 2.25%
deposits
 639,577
 1.81%
 657,771
 1.21%
 Short-term borrowings
 0.48%
 3,255
 2.21%
liabilities
 640,205
 1.81%
 661,026
 1.22%
 Net interest income and margin (a)
 $
 3.06%
 $
 2.89%
 (a) Tax-equivalent.
See "Table 1 - Explanation
of Non-GAAP Financial Measures".
 RESULTS
OF OPERATIONS
 Net Interest Income and Margin
 Net interest income (tax-equivalent) was $27.2 million in 2024, a
2% increase compared to $26.7 million in 2023. This
 increase was primarily due to improved net interest margin.
The Company's net interest margin
(tax-equivalent) was
 3.06% in 2024, compared to 2.89% in 2023.
The increase in net interest margin (tax-equivalent) was primarily
due to loan
 growth and the balance sheet repositioning strategy the Company
completed in the fourth quarter of 2023, which resulted in
 a more favorable asset mix and higher yields on interest-earning assets in 2024.
This was partially offset by higher market
 interest rates, which increased our cost of funds, generally,
and changes in our deposit mix to higher cost interest-bearing
 deposits.

 The tax-equivalent yield on total interest-earning assets increased by
60 basis points to 4.36% in 2024 compared to 3.76%
 in 2023.
Average loans for 2024
were $568.7 million, a 9% increase from 2023.

 The cost of total interest-bearing liabilities increased by 59 basis points to 1.81%
in 2024 compared to 1.22% in 2023.

 Average interest-bearing
deposits were $639.6 million during 2024, a 3% decrease compared to $657.8 million
during
 2023.
As of December 31, 2024, average interest-bearing deposits were 71% of average
total deposits compared to 69% on
 December 31, 2023.
Since March 2022, the Federal Reserve increased the target
federal funds rate by 525 basis points
 before announcing a 50-basis points rate reduction on September 18, 2024,
its first decrease in rates since its March 2020
 COVID rate reduction,
followed by two 25 basis points reduction in October and December 2024.
At year end the target
 federal funds rate ranged from 4.25% - 4.50%.
 The Company continues to deploy various asset liability management
strategies to manage its risk from interest rate
 fluctuations.
Deposit and loan pricing remains competitive in our markets.
We believe
that interest rates, inflation and
 monetary policy may continue to fluctuate in 2025 and may be challenging
as a result.
Our ability to compete and manage
 our deposits costs until our interest-earning assets reprice and we generate
new fixed rate loans with current market interest
 rates will be important to our net interest margin during
2025.

 Provision for Credit Losses
 The provision for credit losses represents a charge to
earnings necessary to establish an allowance for credit losses that, in
 management's evaluation,
is adequate to provide coverage for all expected credit losses.
The Company recorded a
 provision for credit losses of $36 thousand during 2024, compared to $135
thousand for 2023.
 expense is affected by growth in our loan portfolio, our
internal assessment of the credit quality of the loan portfolio, our
 expectations about future economic conditions and net charge-offs.
Our CECL model is largely influenced by economic
 factors including, most notably,
the anticipated unemployment rate, which may be affected by monetary
policy.

 Our allowance for credit losses reflects an amount we believe appropriate,
based on our allowance assessment
 methodology, to adequately
cover all expected credit losses as of the date the allowance is determined.
At December 31,
 2024, the Company's allowance for
credit losses was $6.9
million, or 1.22% of total loans, compared to $6.9 million, or
 1.23% of total loans, at December 31, 2023.
Although the balance of the allowance for credit losses was largely
 unchanged, the decrease in the allowance for credit losses as a percentage of total
loans was primarily due to improved
 economic forecasts.

 Noninterest Income

 2024
 2023
 Service charges on deposit accounts
 $
 $
 Mortgage lending
 Bank-owned life insurance
 Securities losses, net
 —
 (6,295)
 Other
 1,849
 1,870
 Total noninterest income
 $
 3,474
 $
 (2,981)
 The Company's noninterest income
from mortgage lending is primarily attributable to the (1) origination and sale of
new
 mortgage loans and (2) servicing of mortgage loans. Origination income, net,
is comprised of gains or losses from the sale
 of the mortgage loans originated, origination fees, underwriting fees and other
fees associated with the origination of
 mortgage loans, which are netted against the commission expense associated
with these originations. The Company's
 normal practice is to originate mortgage loans for sale in the secondary market
and to either sell or retain the MSRs when
 the loan is sold.

 MSRs are recognized based on the fair value of the servicing right on
the date the corresponding mortgage loan is sold.

 Subsequent to the date of transfer, the Company
has elected to measure its MSRs under the amortization method.
Servicing
 fee income is reported net of any related amortization expense.

 The Company evaluates MSRs for impairment quarterly.
Impairment is determined by grouping MSRs by common
 predominant characteristics, such as interest rate and loan type.
If the aggregate carrying amount of a particular group of
 MSRs exceeds the group's aggregate
fair value, a valuation allowance for that group is established.
The valuation
 allowance is adjusted as the fair value changes.
An increase in mortgage interest rates typically results in an increase in the
 fair value of the MSRs while a decrease in mortgage interest rates typically results in
a decrease in the fair value of MSRs.

 The following table presents a breakdown of the Company's
mortgage lending income for 2024 and 2023.
 2024
 2023
 Origination income
 $
 $
 Servicing fees, net
 Total mortgage lending
income
 $
 $
 The Company's income from mortgage
lending typically fluctuates as mortgage interest rates change and is primarily
 attributable to the origination and sale of new mortgage loans.
The increase in mortgage lending income was primarily
 related to the Company increasing the number of mortgage loans originated
for sale during 2024 relative to the number of
 mortgage loans originated and held for investment during 2023.

 Income from bank-owned life insurance was $403 thousand and
$411 thousand for 2024 and 2023 respectively.
Excluding
 a $52 thousand non-taxable death benefit received during the first quarter of
2023, income from bank-owned life insurance
 would have been $359 thousand for 2023.
 Securities losses, net for 2023 were related to the Company selling approximately
$117.6 million of its available-for-sale
 securities, resulting in a net loss of approximately $6.3 million as part of its balance
sheet repositioning strategy.
 Noninterest Expense
 2024
 2023
 Salaries and benefits
 $
 12,534
 $
 12,101
 Net occupancy and equipment
 2,508
 2,954
 Professional fees
 1,188
 1,299
 FDIC and other regulatory assessments
 Other
 5,372
 5,609
 Total noninterest expense
 $
 22,166
 $
 22,594
 Salaries and benefits increased during 2024 compared to 2023 primarily due
to routine annual increases in salaries and
 wages.

 The decrease in net occupancy and equipment expense was primarily
due to an increase in leasing income.
 The decrease in other noninterest expense was primarily due to the Company's
adoption of ASU 2023-02 which allows the
 proportional amortization method for our NMTC investments, on January
1, 2024.
With the adoption of this ASU,
 amortization of NMTCs are now included in income tax expense.
During 2023 other noninterest expense included $0.4
 million related to our equity method investment in NMTCs.
This decrease was partially offset by various increases in other
 noninterest expense accounts during 2024.
 Income Tax
Expense
 The provision for income taxes expense was $2.0 million for an effective
tax rate of 23.82% for 2024, compared to a tax
 benefit of $0.8 million for a negative effective tax rate of (125.73)%
for 2023.
The Company's effective
income tax rate is
 affected principally by tax-exempt earnings from the Company's
investments in municipal securities, bank-owned life
 insurance, and New Markets Tax
Credits.
The effective tax rate increased primarily due to a decrease in
the Company's
 investment in municipal securities following the balance sheet restructuring
in the fourth quarter of 2023, and the adoption
 of FASB ASU 2023-02
Investments – Equity Method and Joint Ventures
(Topic323) which allows the
proportional
 amortization method for our NMTC investments, on January 1, 2024.
With the adoption of this ASU, amortization of
 NMTCs are now included in income tax expense rather than noninterest
expense.
Additionally, the provision
for income
 tax expense and the effective tax rates for 2024 included discrete tax
items associated with provision to return adjustments
 in conjunction with the final 2023 tax return filing and the resolution of state examination
activities, which resulted in
 additional tax expense.
 BALANCE SHEET ANALYSIS

 Securities available-for-sale were $243.0 million at December 31, 2024,
compared to $270.9 million at December 31, 2023.

 This decrease reflects a decrease in the amortized cost basis of securities available
-for-sale of $27.1 million, and a decrease
 of $0.8 million in the fair value of securities available-for-sale.
The decrease in the amortized cost basis of securities
 available-for-sale was primarily attributable to normal paydowns and
maturities.
The average annualized tax-equivalent
 yields earned on total securities were 2.25%
in 2024 and 2.37% in 2023.
 The following table shows the carrying value and weighted average yield
of securities available-for-sale as of December
 31, 2024 according to contractual maturity.
Actual maturities may differ from contractual maturities of mortgage-backed
 securities ("MBS") because the mortgages underlying the securities may
be called or prepaid in whole or in part, with or
 without penalty.

 1 year

 1 to 5
 5 to 10

 After 10
 Total

 or less
 years
 years
 years
 $
 —
 26,655
 25,756
 —
 19,863
 14,904
 138,899
 —
 8,244
 7,715
 16,925
 Total available-for-sale
 $
 47,484
 48,904
 146,614
 Weighted average yield (1):
 —
 1.35%
 1.70%
 —
 1.53%
 3.14%
 1.20%
 1.95%
 2.20%
 2.07%
 —
 2.37%
 1.96%
 2.38%
 2.17%
 Total available-for-sale
 3.14%
 1.31%
 1.82%
 2.21%
 1.96%
 (1) Yields are calculated based on amortized cost.
 Loans
 2024
 2023
 $

 287,307
 117,457
 9,631
 Total loans, net of unearned
income, were $564.0 million at December 31, 2024, and $557.3 million
at December 31, 2023,
 an increase of $6.7 million, or 1%.
Four loan categories represented the majority of the loan portfolio at December
31,
 2024: commercial real estate (51%), residential real estate (21%), construction
and land development (15%), and
 commercial and industrial (11%).
Approximately 19% of the Company's
commercial real estate loans were classified as
 owner-occupied at December 31, 2024.
 Within the residential real estate portfolio
segment,
the Company had junior lien mortgages of approximately $11.2
million,
 or 2%, and $8.7 million, or 2%, of total loans at December 31, 2024 and 2023,
respectively.
For residential real estate
 mortgage loans with a consumer purpose, the Company had no loans
that required interest only payments at December 31,
 2024 and 2023. The Company's
residential real estate mortgage portfolio does not include any option ARM loans,
 subprime loans, or any material amount of other consumer mortgage
products which are generally viewed as high risk.

 The average yield earned on loans and loans held for sale was 5.23% in 2024
and 4.76% in 2023.

 The specific economic and credit risks associated with our loan portfolio include,
but are not limited to, the effects of
 current economic conditions, including the levels of market
interest rates, supply chain disruptions, commercial office
 occupancy levels, housing supply shortages, and effects of
inflation on our borrowers' cash flows, real estate market sales
 volumes and liquidity,
valuations used in making loans and evaluating collateral, availability and
cost of financing
 properties, real estate industry concentrations, competitive pressures from
a wide range of other lenders, deterioration in
 certain credits, interest rate fluctuations, reduced collateral values or
non-existent collateral, title defects, inaccurate
 appraisals, financial deterioration of borrowers, fraud, and any violation
of applicable laws and regulations.
 projects financed earlier that were based on lower interest rate assumptions than
currently in effect may not be as profitable
 or successful at the higher interest rates currently in effect and which
may exist in the future.
See "Risk Factors."

 The Company attempts to reduce these economic and credit risks through its loan-to-value
guidelines for collateralized
 loans, investigating the creditworthiness of borrowers and monitoring borrowers'
financial position. Also, we have
 established and periodically review,
our lending policies and procedures. Banking regulations limit a bank's
credit exposure
 by prohibiting unsecured loan relationships that exceed 10% of its capital; or
20% of capital, if loans in excess of 10% of
 capital are fully secured. Under these regulations, we are prohibited from having
secured loan relationships in excess of
 approximately $22.7 million. Furthermore, we have an internal limit for
aggregate credit exposure (loans outstanding plus
 unfunded commitments) to a single borrower of $20.4 million. Our loan
policy requires that the Loan Committee of the
 Board of Directors approve any loan relationships that exceed this internal
limit. At December 31, 2024, the Bank had one
 loan relationship exceeding our internal limit.
 We periodically
analyze our commercial loan portfolio to determine if a concentration of
credit risk exists in any one or
 more industries. We
use classification systems broadly accepted by the financial services industry
in order to categorize our
 commercial borrowers. Loan concentrations to borrowers in the following
classes exceeded 25% of the Bank's
total risk-
 based capital at December 31, 2024 (and related balances at December
31, 2023).

 2024
 2023
 Lessors of 1-4 family residential properties
 $
 $
 56,912
 Multi-family residential properties
 Shopping centers/strip malls
 37,349
 27,128
 Office buildings
 29,780
 30,871
 On January 1, 2023, the Company adopted ASC 326 and its CECL methodology,
which required us to estimate all expected
 credit losses over the remaining life of our loan portfolio.
The Company maintains the allowance for credit losses at a level
 that management believes appropriate to adequately cover the Company's
estimate of expected losses in the loan portfolio.
 The allowance for credit losses was $6.9 million at December 31, 2024 and 2023,
respectively, which management
believed
 to be adequate at each of the respective dates.
Our allowance for credit losses as a percentage of total loans was 1.22%
at
 December 31, 2024, compared to 1.23% at December 31, 2023.
 Our CECL models rely largely on projections of macroeconomic
conditions to estimate future credit losses.
 Macroeconomic factors used in the model include the Alabama unemployment
rate, the Alabama home price index, the
 national commercial real estate price index and the Alabama gross state product.
Projections of these macroeconomic
 factors, obtained from an independent third party,
are utilized to predict quarterly rates of default.

 Under the CECL methodology the allowance for credit losses is measured on
a collective basis for pools of loans with
 similar risk characteristics, and on an individual basis for loans that do not share similar
risk characteristics with the
 collectively evaluated pools.
Losses are predicted over a period of time determined to be reasonable and
supportable, and
 at the end of the reasonable and supportable period losses are reverted
to long term historical averages.
At December 31,
 2024 and 2023, reasonable and supportable periods of 4 quarters were utilized
followed by an 8 quarter straight line
 reversion period to long term averages.
See Note 5 to our Financial Statements.

 A summary of the changes in the allowance for credit losses on loans
and certain asset quality ratios for the years ended
 December 31, 2024 and 2023 are presented below.

 2024
 2023
 Allowance for credit losses:
 Balance at beginning of period
 $
 6,863
 5,765
 Impact of adopting ASC 326
 —
 1,019
 Charge-offs:
 (9)
 (164)

 (61)
 —
 (114)
 (105)
 Total charge
-offs
 (184)
 (269)
 Recoveries:

 Total recoveries
 Net recoveries (charge-offs)
 (46)
 (Reversal of) provision for credit losses
 (6)
 Ending balance
 $
 6,871
 6,863
 as a % of loans
 1.22
 %
 1.23
 as a % of nonperforming loans
 1,366
 %
 Net charge-offs as a % of average loans
 —
 %
 0.01
 Nonperforming Assets

 At December 31, 2024 the Company had $0.5 million in nonperforming
assets compared to $0.9 million at December 31,
 2023.
 The table below provides information concerning total nonperforming
assets and certain asset quality ratios.

 2024
 2023
 Nonperforming assets:
 Nonperforming (nonaccrual) loans
 $
 Total nonperforming
assets
 $
 as a % of loans and other real estate owned
 0.09
 %
 0.16
 as a % of total assets
 0.05
 %
 0.09
 Nonperforming loans as a % of total loans
 0.09
 %
 0.16
 Accruing loans 90 days or more past due
 $
 —
 —

 The table below provides information concerning the composition of
nonaccrual loans at December 31, 2024 and 2023,
 respectively.

 2024
 2023
 Nonaccrual loans:
 $
 —
 —
 —
 —
 Total nonaccrual
loans
 $
 The Company discontinues the accrual of interest income when (1)
there is a significant deterioration in the financial
 condition of the borrower and full repayment of principal and interest is not
expected or (2) the principal or interest is more
 than 90 days past due, unless the loan is both well-secured and in the process
of collection.

 There were no loans 90 days past due and still accruing interest at December 31, 2024
and 2023, respectively.
 The Company had no OREO at December 31, 2024 and 2023, respectively.
 Deposits
 2024
 2023
 Noninterest bearing demand
 $
 260,874
 270,723
 NOW
 199,883
 190,724
 Money market
 153,916
 148,040
 Savings
 89,904
 88,541
 Certificates of deposit under $250,000
 103,594
 100,572
 Certificates of deposit and other time deposits of $250,000 or more
 87,653
 97,643
 Total deposits
 $
 895,824
 896,243
 Total deposits were stable
and decreased only $0.4 million to $895.8 million at December 31, 2024,
compared to $896.2
 million at December 31, 2023.
Noninterest-bearing deposits were $260.9 million, or 29% of total deposits,
at December
 31, 2024, compared to $270.7 million, or 30% of total deposits at December 31,
2023.
At December 31, 2024, the
 Company had $74.1 million reciprocal deposits sold, compared to $59.0
million at December 31, 2023.
The Company had
 no brokered deposits at December 31, 2024 and 2023.
The Company had no FHLB-Atlanta advances or other wholesale
 borrowings outstanding at December 31, 2024 and 2023.

 The average rates paid on total interest-bearing deposits were 1.81
%
in 2024 and 1.21% in 2023.

 At December 31, 2024, estimated uninsured deposits totaled $359.7
million, or 40% of total deposits, compared to $356.3
 million, or 40% of total deposits at December 31, 2023.
During 2023, the Bank began participating in the Certificates of
 Deposit Account Registry Service (the "CDARS") and the Insured Cash Sweep
product ("ICS"), which provide for
 reciprocal ("two-way") transactions among banks facilitated by
IntraFi for the purpose of maximizing FDIC insurance.
The
 Company had reciprocal deposits on balance sheet of $6.9 million at December
31, 2024, compared to none at December
 31, 2023.
Uninsured amounts are estimated based on the portion of account balances
that exceed FDIC insurance limits.

 The Bank's uninsured deposits at December
31, 2024 and 2023 include approximately $223.1 million and $206.2 million,
 respectively, of deposits
of state, county and local governments that are collateralized by securities having
a fair value equal
 to such deposits.
Deposits of state, county and local governments were 62% and 53% of our estimated
uninsured deposits
 at December 31, 2024 and 2023, respectively.

 The estimated uninsured time deposits by maturity as of December
31, 2024 is presented below.
 Maturity of:
 3 months or less
 $
 8,353
 Over 3 months through 6 months
 23,669
 Over 6 months through 12 months
 23,939
 Over 12 months
 2,442
 Total estimated uninsured
time deposits
 $
 58,403
 Other Borrowings
 The Company had no long-term debt at December 31, 2024 and 2023.
The Bank utilizes short and long-term non-deposit
 borrowings from time to time. Short-term borrowings generally consist of
federal funds purchased and securities sold under
 agreements to repurchase with an original maturity of one year or less.
The Bank had available federal funds lines totaling
 $65.2 million and $61.0 million, respectively,
at December 31, 2024 and 2023 with no federal funds borrowed.
The
 Company had no securities sold under agreements to repurchase, which
are entered into on behalf of certain customers, at
 December 31, 2024, compared to $1.5 million at December 31, 2023.
The Bank is eligible to borrow from the FRB's
 discount window, but had
no such borrowings at December 31, 2024 and 2023.
The Bank never borrowed from the Federal
 Reserve's Bank Term
Facility Program ("BTFP") which ceased making new loans on March 11,
2024.
 The Bank is a member of the FHLB-Atlanta and has borrowed from the
FHLB-Atlanta, and in the future may borrow from
 time to time under the FHLB-Atlanta's
advance program.
FHLB-Atlanta advances include both fixed and variable terms,
 and provide various maturities, and generally are secured by eligible
The Bank had no borrowings under FHLB-
 Atlanta's advance program
at December 31, 2024 and 2023, respectively.
At those dates, the Bank had $296.9 million and
 $309.1 million, respectively,
of available lines of credit at the FHLB-Atlanta.

 The average rates paid on short-term borrowings were 0.48%
and 2.21% in 2024 and 2023, respectively.

 CAPITAL ADEQUACY
 At December 31, 2024, the Company's
consolidated stockholders' equity (book value) was $78.3 million, or
$22.41 per
 share, compared to $76.5 million, or $21.9 per share, at December
31, 2023. The increase from December 31, 2023 was
 primarily driven by net earnings of $6.4 million. The increase were partially
offset by cash dividends paid of $3.8 million,
 other comprehensive loss of $0.6 million related to unrealized gains/losses
on securities available-for-sale, net of tax and
 a one-time charge of $0.3 million, net of tax, for the cumulative
effect to adopt the NMTC accounting standard on
 January 1, 2024.
Unrealized securities losses do not affect the Bank's
capital for regulatory capital purposes.

 The Company paid cash dividends of $1.08 per share in 2024, unchanged
from the same period in 2023.
 On January 1, 2015, the Company and Bank became subject to the Basel III regulatory
capital framework. The rules
 included the implementation of a capital conservation buffer of
CET1 capital of 2.5% that is added to the minimum
 requirements for capital adequacy purposes.
A banking organization with a capital conservation buffer
of 2.5% or less is
 subject to limitations on "distributions"
from "eligible retained earnings", including dividend payments,
share repurchases
 and certain discretionary bonus payments. At December 31, 2024
and 2023, the Bank had a capital conservation buffer of
 7.81% and 7.52%, respectively.
 On August 26, 2020, the Federal Reserve and the other federal banking regulators
adopted a final rule that amended the
 capital conservation buffer.
The new rule revises the definition of "eligible retained income" for purposes of
the maximum
 payout ratio to allow banking organizations to more freely
use their capital buffers to promote lending and other financial
 intermediation activities, by making the limitations on capital distributions more
gradual.
The eligible retained income is
 now the greater of (i) net income for the four preceding quarters, net of distributions and
associated tax effects not reflected
 in net income; and (ii) the average of all net income over the preceding four quarters.
Banking organizations were
 encouraged to make prudent capital distribution decisions.

 The Federal Reserve has treated us as a "small bank holding company' under the Federal Reserve's
Small Bank Holding
 Company Policy.
Accordingly, our capital adequacy
is evaluated at the Bank level, and not for the Company and its
 consolidated subsidiaries. The Bank's
tier 1 leverage ratio was 10.49%, CET1 risk-based capital ratio was 14.80%, tier 1
 risk-based capital ratio was 14.80%, and total risk-based capital ratio was 15.81
%
at December 31, 2024. These ratios
 exceed the minimum regulatory capital percentages of 5.0% for tier
1 leverage ratio, 6.5% for CET1 risk-based capital
 ratio, 8.0% for tier 1 risk-based capital ratio, and 10.0% for total risk-based
capital ratio to be considered "well capitalized."
 The Bank's capital conservation
buffer was 7.81% at December 31, 2024.
 MARKET AND LIQUIDITY RISK MANAGEMENT
 Management's objective is to manage
assets and liabilities to provide a satisfactory,
consistent level of profitability within
 the framework of established liquidity,
loan, investment, borrowing, and capital policies. The Bank's
Asset Liability
 Management Committee ("ALCO") is charged with the
responsibility of monitoring these policies, which are designed to
 ensure an acceptable asset/liability composition. Two
critical areas of focus for ALCO are interest rate risk and liquidity
 risk management.
 Interest Rate Risk Management
 In the normal course of business, the Company is exposed to market risk arising from
fluctuations in interest rates because
 assets and liabilities may mature or reprice at different times and
at different rates of change. For example, if liabilities
 reprice faster than assets, and interest rates are generally rising, earnings
will initially decline. In addition, assets and
 liabilities may reprice at the same time but by different amounts. For
example, when the general level of interest rates is
 rising, the Company may increase rates paid on interest bearing demand deposit accounts
and savings deposit accounts by
 an amount that is less than the general increase in market interest rates. Also, short
-term and long-term market interest rates
 may change by different amounts and at different
levels of interest rates and rates of change.
For example, a flattening
 yield curve may reduce the interest spread between new loan yields and funding
costs. The yield curve was inverted until it
 began to normalize in September 2024.
An inverted yield curve reduces the net interest margin expansion
that may be
 expected otherwise as interest rates rise.
Further, the remaining maturity of various
assets and liabilities may shorten or
 lengthen as interest rates change. For example, if long-term mortgage
interest rates decline sharply, mortgage
-backed
 securities in the securities portfolio may prepay earlier than anticipated,
which could reduce earnings. Interest rates may
 also have a direct or indirect effect on loan demand, loan losses, mortgage
origination volume, the fair value of MSRs and
 other items affecting earnings.
 ALCO measures and evaluates the interest rate risk so that we can meet customer demands
for various types of loans and
 deposits. ALCO determines the most appropriate amounts of on-balance
sheet and off-balance sheet items. Measurements
 used to help manage interest rate sensitivity include an earnings simulation
and an economic value of equity model.
 Earnings simulation
 Management believes that interest rate risk is best estimated by our earnings simulation
modeling. On at least a quarterly
 basis, we simulate the following 12-month time period to determine a baseline
net interest income forecast and the
 sensitivity of this forecast to changes in interest rates. The baseline forecast assumes an
unchanged or flat interest rate
 environment. Forecasted levels of earning assets, interest-bearing
liabilities, and off-balance sheet financial instruments are
 combined with ALCO forecasts of market interest rates for the next 12 months
and other factors in order to produce various
 earnings simulations and estimates.
 To help limit interest
rate risk, we have guidelines for earnings at risk which seek to limit the variance of net interest
 income from gradual changes in interest rates.
For changes up or down in rates from management's
flat interest rate
 forecast over the next 12 months, policy limits for net interest income variances
are as follows:
 +/- 20% for a gradual change of 400 basis points
 +/- 15% for a gradual change of 300 basis points
 +/- 10% for a gradual change of 200 basis points
 +/- 5% for a gradual change of 100 basis points

 The following table reports the variance of net interest income over the next 12 months
assuming a gradual change in
 interest rates up or down when compared to the baseline net interest income
forecast at December 31, 2024.

 Changes in Interest Rates
 Net Interest Income % Variance

400 basis points
 0.47
 %

300 basis points
 0.74

200 basis points
 0.67

100 basis points
 0.35

(100) basis points
 (0.92)

(200) basis points
 (1.49)

(300) basis points
 (1.75)

(400) basis points
 (2.20)
 At December 31, 2024, our earnings simulation model indicated that
we were in compliance with the policy guidelines
 noted above.
 Economic Value
of Equity
 Economic value of equity ("EVE") measures the extent that estimated economic
values of our assets, liabilities and off-
 balance sheet items will change as a result of interest rate changes. Economic
values are estimated by discounting expected
 cash flows from assets, liabilities and off-balance sheet items, to which
establish a base case EVE. In contrast with our
 earnings simulation model which evaluates interest rate risk over a 12-month
timeframe, EVE uses a terminal horizon
 which allows for the re-pricing of all assets, liabilities, and off-balance
sheet items. Further, EVE is measured using values
 as of a point in time and does not reflect any actions that ALCO might take in responding
to or anticipating changes in
 interest rates, or market and competitive conditions.
 To help limit interest
rate risk, we have stated policy guidelines for an instantaneous basis point change
in interest rates,
 such that our EVE should not decrease from our base case by more than the following:
 35% for an instantaneous change of +/- 400 basis points
 30% for an instantaneous change of +/- 300 basis points
 25% for an instantaneous change of +/- 200 basis points
 15% for an instantaneous change of +/- 100 basis points
 The following table reports the variance of EVE assuming an immediate
change in interest rates up or down when
 compared to the baseline EVE at December 31, 2024.

 Changes in Interest Rates
 EVE % Variance

400 basis points
 0.43
 %

300 basis points
 1.69

200 basis points
 2.05

100 basis points
 1.41

(100) basis points
 (2.61)

(200) basis points
 (8.19)

(300) basis points
 (17.50)

(400) basis points
 (30.86)
 At December 31, 2024, our EVE model indicated that we were in compliance
with the policy guidelines noted above.

 Each of the above analyses may not, on its own, be an accurate indicator of how our
net interest income will be affected by
 changes in interest rates. Income associated with interest-earning
assets and costs associated with interest-bearing liabilities
 may not be affected uniformly by changes in interest rates.
In addition, the magnitude and duration of changes in interest
 rates may have a significant impact on net interest income. For example,
although certain assets and liabilities may have
 similar maturities or periods of repricing, they may react in different
degrees to changes in market interest rates, and other
 economic and market factors, including market perceptions. Interest
rates on certain types of assets and liabilities fluctuate
 in advance of changes in general market rates, while interest rates on other types
of assets and liabilities may lag behind
 changes in general market rates. In addition, certain assets, such as adjustable-rate
mortgage loans, have features (generally
 referred to as "interest rate caps and floors") which limit changes in interest rates.
Prepayment and early withdrawal levels
 also could deviate significantly from those assumed in calculating the maturity of
certain instruments. The ability of many
 borrowers to service their debts also may decrease during periods of rising interest
rates or economic stress, which may
 differ across industries and economic sectors. ALCO reviews each
of the above interest rate sensitivity analyses along with
 several different interest rate scenarios in seeking satisfactory,
consistent levels of profitability within the framework of the
 Company's established liquidity,
loan, investment, borrowing, and capital policies.
 The Company may also use derivative financial instruments to improve
the balance between interest-sensitive assets and
 interest-sensitive liabilities and as one tool to manage interest rate sensitivity while continuing
to meet the credit and
 deposit needs of our customers. From time to time, the Company may
enter into interest rate swaps ("swaps") to facilitate
 customer transactions and meet their financing needs. These swaps qualify
as derivatives, but are not designated as hedging
 instruments. At December 31, 2024 and 2023, the Company had
no derivative contracts to assist in managing interest rate
 sensitivity.
 Liquidity Risk Management
 Liquidity is the Company's ability to
convert assets into cash equivalents in order to meet daily cash flow
requirements,
 primarily for deposit withdrawals, loan demand and maturing obligations.
Without proper management of its liquidity,
the
 Company could experience higher costs of obtaining funds due to insufficient
liquidity, while excessive liquidity
can lead
 to a decline in earnings due to the cost of foregoing alternative higher-yielding
investment opportunities.
 Liquidity is managed at two levels. The first is the liquidity of the Company.
The second is the liquidity of the Bank. The
 management of liquidity at both levels is essential, because the Company and
the Bank are separate and distinct legal
 entities with different funding needs and sources, and each are subject
to regulatory guidelines and requirements. The
 Company depends upon dividends from the Bank for liquidity to pay its operating
expenses, debt obligations and
 dividends. The Bank's payment of
dividends depends on its earnings, liquidity,
capital and the absence of any regulatory
 restrictions.
 The primary source of funding and liquidity for the Company has been dividends
received from the Bank. The Company
 depends upon dividends from the Bank for liquidity to pay its operating expenses,
debt obligations, if any, and cash
 dividends on, and repurchases of, Company common stock.
The Bank's payment of dividends
depends on its earnings,
 liquidity, capital and the
absence of any regulatory restrictions.
If needed, the Company could also issue common stock or
 other securities.

 Primary sources of funding for the Bank include customer deposits, other
borrowings, interest payments on earning assets,
 repayment and maturity of securities and loans, sales of securities, and the
sale of loans, particularly residential mortgage
 loans. Primary uses of funds include repayment of maturing obligations
and growing the loan portfolio.
 The Bank has access to federal funds lines from various banks and borrowings
from the Federal Reserve discount window,
 although it was not used by the Bank.
In addition to these sources, the Bank is eligible to participate in the FHLB-Atlanta's
 advance program to obtain funding for growth and liquidity.
Advances include both fixed and variable terms and may
be
 taken out with varying maturities. At December 31, 2024, the Bank
had no FHLB-Atlanta advances outstanding and
 available credit from the FHLB-Atlanta of $296.9 million. At December
31, 2024, the Bank also had $65.2 million of
 available federal funds lines with no borrowings outstanding.

 The following table presents additional information about our contractual
obligations as of December 31, 2024, which by
 their terms had contractual maturity and termination dates subsequent
to December 31, 2024:

 Payments due by period
 1 year

 1 to 3
 3 to 5
 More than
 Total
 or less
 years
 years
 5 years
 Contractual obligations:
 Deposit maturities (1)
 $
 895,824
 879,185
 14,239
 2,400
 —
 Operating lease obligations
 —
 Total
 $
 896,070
 879,266
 14,359
 2,445
 —
 (1) Deposits with no stated maturity (demand, NOW, money market, and savings deposits) are presented
in the "1 year or less" column
 Management believes that the Company and the Bank have adequate
sources of liquidity to meet all known contractual
 obligations and unfunded commitments, including loan commitments and reasonable
borrower, depositor,
and creditor
 requirements over the next 12 months.
 Off-Balance Sheet Arrangements
 At December 31, 2024, the Bank had outstanding standby letters of credit
of $0.7 million and unfunded loan commitments
 outstanding of $84.7 million. Because these commitments generally
have fixed expiration dates and may expire without
 being drawn upon, the total commitment level does not necessarily represent
future cash requirements. If needed to fund
 these outstanding commitments, the Bank could use its cash and cash
equivalents, deposits with other banks, liquidate
 federal funds sold or a portion of its securities available-for-sale, or draw on its available
credit facilities or raise deposits.
 Residential mortgage lending and servicing activities
 We primarily
sell conforming residential mortgage loans in the secondary market to Fannie Mae
while retaining the
 servicing of these loans (MSRs). The sale agreements for these residential mortgage
loans with Fannie Mae and other
 investors include various representations and warranties regarding
the origination and characteristics of the residential
 mortgage loans. Although the representations and warranties vary
among investors, they typically cover ownership of the
 loan, validity of the lien securing the loan, the absence of delinquent taxes or liens against
the property securing the loan,
 compliance with loan criteria set forth in the applicable agreement, compliance
with applicable federal, state, and local
 laws, among other matters.

 The Bank sells mortgage loans to Fannie Mae and services these on an actual/actual basis.
As a result, the Bank is not
 obligated to make any advances to Fannie Mae on principal and interest
on such mortgage loans where the borrower is
 entitled to forbearance.
 As of December 31, 2024, the unpaid principal balance of residential mortgage
loans, which we have originated and sold,
 but retained the servicing rights (MSRs) totaled $204.4 million. Although
these loans are generally sold on a non-recourse
 basis, except for breaches of customary seller representations and warranties,
we may have to repurchase residential
 mortgage loans in cases where we breach such representations or warranties
or the other terms of the sale, such as where we
 fail to deliver required documents or the documents we deliver are defective.
Investors also may require the repurchase of a
 mortgage loan when an early payment default underwriting review reveals
significant underwriting deficiencies, even if the
 mortgage loan has subsequently been brought current. Repurchase demands
are typically reviewed on an individual loan by
 loan basis to validate the claims made by the investor and to determine if a contractually
required repurchase event has
 occurred. We
seek to reduce and manage the risks of potential repurchases or other claims by
mortgage loan investors
 through our underwriting, quality assurance and servicing practices, including
good communications with our residential
 mortgage investors.
 We service all residential
mortgage loans originated and sold by us to Fannie Mae. As servicer,
our primary duties are to:
 (1) collect payments due from borrowers; (2) advance certain delinquent
payments of principal and interest; (3) maintain
 and administer any hazard, title, or primary mortgage insurance policies relating
to the mortgage loans; (4) maintain any
 required escrow accounts for payment of taxes and insurance and
administer escrow payments; and (5) foreclose on
 defaulted mortgage loans or take other actions to mitigate the potential losses to
investors consistent with the agreements
 governing our rights and duties as servicer.

 The agreement under which we act as servicer generally specifies our
standards of responsibility for actions taken by us in
 such capacity and provides protection against expenses and liabilities incurred
by us when acting in compliance with the
 respective servicing agreements. However,
if we commit a material breach of our obligations as servicer,
we may be subject
 to termination if the breach is not cured within a specified period following notice.
The standards governing servicing and
 the possible remedies for violations of such standards are determined
by servicing guides issued by Fannie Mae as well as
 our contracts with Fannie Mae. Remedies could include repurchase of an affected
loan.
 Although to date repurchase requests related to representation and warranty provisions,
and servicing activities have been
 limited, it is possible that requests to repurchase mortgage loans may increase
in frequency if investors more aggressively
 pursue all means of recovering losses on their purchased loans. As of December
31, 2024, we believe that this exposure is
 not material due to the historical level of repurchase requests and loss trends,
the results of our quality control reviews, and
 the fact that 99% of our residential mortgage loans serviced for Fannie
Mae were current as of such date. We
maintain
 ongoing communications with our investors and will continue to evaluate
this exposure by monitoring the level and number
 of repurchase requests as well as the delinquency rates in our investor portfolios.
 The Company was not required to repurchase any loans during 2024 and 2023 as a result
of representation and warranty
 provisions contained in the Company's
sale agreements with Fannie Mae, and had no pending repurchase or make
-whole
 requests at December 31, 2024.
 Effects of Inflation and Changing Prices
 The consolidated financial statements and related consolidated financial
data presented herein have been prepared in
 accordance with GAAP and practices within the banking industry which
require the measurement of financial position and
 operating results in terms of historical dollars without considering
the changes in the relative purchasing power of money
 over time due to inflation. Unlike most industrial companies, virtually all the
assets and liabilities of a financial institution
 are monetary in nature. As a result, interest rates have a more significant
impact on a financial institution's performance
 than the effects of general levels of inflation.

 Inflation can increase our noninterest expenses. It also can affect
our customers' behaviors, the mix of deposits between
 interest and noninterest bearing, the levels of interest rates we have to pay on
our deposits and other borrowings, and the
 interest rates we earn on our earning assets. The difference between
our interest expense and interest income is also affected
 by the shape of the yield curve and the speeds and amounts at which our various assets and
liabilities, respectively, reprice
 in response to interest rate changes. The yield curve was inverted during
most of 2024, until September, when it began
to
 normalize.
An inverted yield curve which means shorter term interest rates are higher than longer
term interest rates. This
 results in a lower spread between our costs of funds and our interest income. In
addition, net interest income could be
 affected by asymmetrical changes in the different
interest rate indexes, given that not all of our assets or liabilities are
 priced with the same index. Higher market interest rates and reductions
in the securities held by the Federal Reserve to
 reduce inflation generally reduce economic activity and may reduce loan demand
and growth, and may adversely affect
 unemployment rates. Inflation and related changes in market interest rates,
as the Federal Reserve maintains interest rates to
 meet its longer-term inflation goal of 2%, also can adversely affect
the values and liquidity of our loans and securities, the
 value of collateral securing loans to our borrowers, and the success of our borrowers
and such borrowers' available cash to
 pay interest on and principal of our loans to them.

 Beginning in September 2024, in light of inflation moderating, the FOMC had three
reductions in its target federal funds
 rate range totaling 100 basis points to 4.25% to 4.50%. While the FOMC reaffirmed
its target inflation rate of 2% over the
 longer run, it indicated it was "recalibrating" its policy based on decreasing
inflation rates and the risks of increasing
 unemployment, but would act on incoming data, the evolving outlook
and the balance of the risks of inflation and
 unemployment levels. In the future, the Federal Reserve could further
decrease target interest rates, or could increase such
 target rates, depending on the data and its outlook.
See "Supervision and Regulation – Fiscal and Monetary Policies" and
 "- Recent Developments – New Administration."

 CURRENT ACCOUNTING DEVELOPMENTS
 The following ASU has been issued by the FASB
but is not yet effective.

 ASU 2023-09,
(Topic 740):
Improvements to Income Tax
Disclosures.
 Information about this pronouncement is described in more detail below.
 ASU 2023-09,
(Topic 740):
Improvements to Income Tax
Disclosures
, the amendments in this Update
 enhance the transparency and decision usefulness of income tax disclosures.
For public business entities, the new standard
 is effective for annual periods beginning after December
15, 2024.
The Company does not expect the new standard to have
 a material impact on the Company's
consolidated financial statements.

 Table 1
– Explanation of Non-GAAP Financial Measures
 In addition to results presented in accordance with GAAP,
this annual report on Form 10-K includes certain designated net
 interest income amounts presented on a tax-equivalent basis, a non-GAAP financial
measure, including the presentation of
 total revenue and the calculation of the efficiency ratio.
 The Company believes the presentation of net interest income on a tax-equivalent
basis provides comparability of net
 interest income from both taxable and tax-exempt sources and facilitates comparability
within the industry. Although
the
 Company believes these non-GAAP financial measures enhance investors'
understanding of its business and performance,
 these non-GAAP financial measures should not be considered an alternative
to GAAP.
The reconciliation of these non-
 GAAP financial measures from GAAP to non-GAAP is presented below.
 2024
 2023
 2022
 2021
 2020
 Net interest income (GAAP)
 $
 27,125
 26,328
 27,166
 23,990
 24,338
 Tax-equivalent adjustment
 Net interest income (Tax-equivalent)
 $
 27,622
 24,460
 24,830

 Table 2
- Selected Financial Data
 (Dollars in thousands, except per share amounts)
 2024
 2023
 2022
 2021
 2020
 Income statement
 Tax-equivalent interest income (a)
 $
 38,811
 34,791
 30,001
 26,977
 28,686
 Total interest expense
 11,607
 8,046
 2,379
 2,517
 3,856
 Tax equivalent net interest income (a)
 27,622
 24,460
 24,830
 1,000
 (600)
 1,100
 Total noninterest income
 3,474
 (2,981)
 6,506
 4,288
 5,375
 Total noninterest expense
 22,166
 22,594
 19,823
 19,433
 19,554
 Net earnings before income taxes and

 tax-equivalent adjustment
 8,476
 1,035
 13,305
 9,915
 9,551
 Tax-equivalent adjustment
 Income tax expense
 2,000
 (777)
 2,503
 1,406
 1,605
 $
 6,397
 1,395
 10,346
 8,039
 7,454
 Per share data:
 Basic and diluted net earnings

 $
 1.83
 0.40
 2.95
 2.27
 2.09
 Cash dividends declared
 $
 1.08
 1.08
 1.06
 1.04
 1.02
 Weighted average shares outstanding
 Basic and diluted
 3,493,690
 3,498,030
 3,510,869
 3,545,310
 3,566,207
 Shares outstanding
 3,493,699
 3,493,614
 3,503,452
 3,520,485
 3,566,276
 Stockholders' equity (book value)
 $
 22.41
 21.90
 19.42
 29.46
 30.20
 Common stock price
 High
 $
 24.57
 24.50
 34.49
 48.00
 63.40
 Low
 16.63
 18.80
 22.07
 31.32
 24.11
 Period-end
 $
 23.49
 21.28
 23.00
 32.30
 42.29
 To earnings ratio (d)
 12.84
 x
 53.20
 7.80
 14.23
 20.23
 To book value
 %
 Performance ratios:
 Return on average equity

 8.21
 %
 2.05
 12.48
 7.54
 7.12
 Return on average assets

 0.65
 %
 0.14
 0.96
 0.78
 0.83
 Dividend payout ratio
 59.02
 %
 270.00
 35.93
 45.81
 48.80
 Average equity to average assets
 7.93
 %
 6.66
 7.72
 10.39
 11.63
 Asset Quality:
 Allowance for credit losses as a % of:
 Loans
 1.22
 %
 1.23
 1.14
 1.08
 1.22
 Nonperforming loans
 1,366
 %
 1,112
 1,052
 Nonperforming assets as a % of:
 Loans and other real estate owned
 0.09
 %
 0.16
 0.54
 0.18
 0.12
 0.05
 %
 0.09
 0.27
 0.07
 0.06
 Nonperforming loans as % of loans
 0.09
 %
 0.16
 0.54
 0.10
 0.12
 Net charge-offs (recoveries) as a % of average loans

—

 %
 0.01
 0.04
 0.02
 (0.03)
 Capital Adequacy (c):
 CET 1 risk-based capital ratio
 14.80
 %
 14.52
 15.39
 16.23
 17.27
 Tier 1 risk-based capital ratio
 14.80
 %
 14.52
 15.39
 16.23
 17.27
 Total risk-based capital ratio
 15.81
 %
 15.52
 16.25
 17.06
 18.31
 Tier 1 leverage ratio
 10.49
 %
 9.72
 10.01
 9.35
 10.32
 Other financial data:
 Net interest margin (a)
 3.06
 %
 2.89
 2.81
 2.55
 2.92
 Effective income tax rate
 23.82
 %
 (125.73)
 19.48
 14.89
 17.72
 Efficiency ratio (b)
 72.25
 %
 95.08
 58.08
 67.60
 64.74
 Selected period end balances:
 $
 405,304
 421,891
 335,177
 Loans, net of unearned income
 504,458
 458,364
 461,700
 Allowance for credit losses
 6,871
 6,863
 5,765
 4,939
 5,618
 977,324
 975,255
 1,023,888
 1,105,150
 956,597
 Total deposits
 895,824
 896,243
 950,337
 994,243
 839,792
 Total stockholders' equity
 78,292
 76,507
 68,041
 103,726
 107,689
 (a) Tax-equivalent.
See "Table 1 - Explanation of Non-GAAP Financial Measures".
 (b) Efficiency ratio is the result of noninterest expense divided by
the sum of noninterest income and tax-equivalent net interest income.
 (c) Regulatory capital ratios presented are for the Company's
wholly-owned subsidiary, AuburnBank.
 (d) Calculated by dividing period end share price by
earnings per share for the previous four quarters.

 Table 3
- Average
Balance and Net Interest Income Analysis

 2024
 2023
 Interest
 Interest
 Income/
 Yield/
 Income/
 Yield/
 Balance
 Expense
 Rate
 Balance
 Expense
 Rate
 Interest-earning assets:

 Loans and loans held for sale (1)
 $
 568,733
 $
 29,735
 5.23%

 $
 523,838
 $
 24,925
 4.76%

 Securities - taxable
 248,072
 5,430
 2.19%

 335,366
 7,208
 2.15%

 Securities - tax-exempt (2)
 10,084
 3.70%

 52,122
 1,985
 3.81%

 Total securities

 258,156
 5,803
 2.25%

 387,488
 9,193
 2.37%

 Federal funds sold
 17,907
 5.24%

 5,221
 4.79%

 Interest bearing bank deposits
 44,634
 2,334
 5.23%

 8,593
 4.92%

 Total interest-earning
assets
 889,430
 38,811
 4.36%

 925,140
 34,791
 3.76%

 Cash and due from banks
 17,779
 15,230
 75,059
 81,438
 $
 982,268
 $
 1,021,808
 Interest-bearing liabilities:
 Deposits:

 NOW
 $
 192,702
 2,680
 1.39%

 $
 193,451
 1,907
 0.99%

 Savings and money market
 251,778
 2,168
 0.86%

 289,235
 2,132
 0.74%

 Certificates of deposit
 195,097
 6,756
 3.46%

 175,085
 3,935
 2.25%

deposits
 639,577
 11,604
 1.81%

 657,771
 7,974
 1.21%

 Short-term borrowings
 0.48%

 3,255
 2.21%

liabilities
 640,205
 11,607
 1.81%

 661,026
 8,046
 1.22%

 Noninterest-bearing deposits
 262,224

 289,019

 Other liabilities
 1,918
 3,697
 Stockholders' equity
 77,921

 68,066

 Total liabilities and
 and stockholders' equity
 $
 982,268
 $
 1,021,808
 Net interest income and margin
 $
 3.06%

 $
 2.89%

 (1) Average loan
balances are shown net of unearned income and loans on nonaccrual status have
been included
 in the computation of average balances.
 (2) Yields on tax-exempt securities have been
computed on a tax-equivalent basis using an income tax rate
 of 21%.
See Table 1 - Explanation of Non-GAAP
Financial Measures."

 Table 4
- Volume
and Rate Variance
Analysis
 Year ended December 31, 2024 vs. 2023
 Year ended December 31, 2023 vs. 2022
 Net
 Due to change in
 Net
 Due to change in
 Change
 Rate (2)
 Volume (2)
 Change
 Rate (2)
 Volume (2)
 Interest income:

 Loans and loans held for sale

 $
 4,810
 2,463
 2,347
 $
 4,684
 1,390
 3,294
 Securities - taxable
 (1,778)
 (1,911)
 1,247
 (615)
 Securities - tax-exempt (1)
 (1,612)
 (57)
 (1,555)
 (187)
 (361)
 Total securities

 (3,390)
 (3,466)
 1,421
 (976)
 Federal funds sold
 (185)
 1,661
 (1,846)
 Interest bearing bank deposits
 1,911
 1,885
 (154)
 2,285
 (2,439)
 Total interest income
 $
 4,020
 2,589
 1,431
 $
 4,790
 6,757
 (1,967)
 Interest expense:
 Deposits:
 NOW
 $
 (10)
 $
 1,537
 1,574
 (37)
 Savings and money market
 (323)
 1,483
 1,762
 (279)
 Certificates of deposit
 2,821
 2,128
 2,635
 2,167
deposits
 3,630
 3,270
 5,655
 5,503
 Short-term borrowings
 (69)
 (56)
 (13)
 (28)
 Total interest expense
 3,561
 3,214
 5,667
 5,543
 Net interest income
 $
 (625)
 1,084
 $
 (877)
 1,214
 (2,091)

 (1) Yields on tax-exempt securities have been
computed on a tax-equivalent basis using an income

 tax rate of 21%.
See "Table 1 - Explanation
of Non-GAAP Financial Measures."
 (2) Changes that are not solely a result of volume or rate have been allocated
to volume.

 Table 5
- Net Charge-Offs (Recoveries) to Average
Loans
 2024
 2023
 Net
 Net
 Net
 (recovery)
 Net
 charge-off
 (recoveries)
 charge-off
 charge-offs
 (recovery)
 charge-off
 Loans
 ratio
 (recoveries)
 Loans
 ratio
 $
 71,279
 0.19
 %
 $
 (40)
 64,565
 (0.06)
 %
 —

 70,342
 —

 —

 66,492
 —

 —

 297,140
 —

 —

 274,779
 —

 (52)
 118,856
 (0.04)
 (14)
 108,891
 (0.01)
 (69)
 10,381
 (0.66)
 9,638
 1.04
 Total
 $
 567,998
 —
 %
 $
 524,365
 0.01
 %

 Table 6
- Loan Maturities
 1 year

 1 to 5
 5 to 15

 After 15
 or less
 years
 years
 years
 Total
 $
 17,599
 13,999
 30,093
 1,583
 54,818
 25,016
 2,659
 —

 23,022
 127,619
 135,592
 3,759
 9,105
 25,768
 34,294
 49,460
 2,979
 5,528
 1,124
 —

 9,631
 $
 107,523
 197,930
 203,762
 54,802

 Table 7
- Sensitivities to Changes in Interest Rates on Loans Maturing in More
Than One Year

 Variable
 Fixed
 Rate
 Rate
 Total
 $
 45,612
 45,675
 16,383
 11,292
 27,675
 266,822
 266,970
 49,368
 60,154
 109,522
 6,576
 6,652
 $
 66,038
 390,456
 456,494

 Table 8
- Allocation of Allowance for Credit Losses
 2024
 2023
 %*
 %*
 $
 1,244
 11.2
 $
 1,288
 13.2
 1,059
 14.6
 12.3
 3,842
 51.5
 3,921
 51.5
 21.0
 21.1
 1.7
 1.9

 Total allowance for
credit losses
 $
 6,871
 $
 6,863
 * Loan balance in each category expressed as a percentage of total loans.

 ITEM 7A.
QUANTITATIVE
AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK

 The information called for by ITEM 7A is set forth in ITEM 7 under the
caption "Market and Liquidity Risk Management"
 and is incorporated herein by reference.
 ITEM 8.
FINANCIAL STATEMENTS
AND SUPPLEMENTARY
DATA

 Page

 Report of Independent Registered Public Accounting Firm

(PCAOB ID:
)

 Consolidated Balance Sheets

 Consolidated Statements of Earnings

 Consolidated Statements of Comprehensive Income

 Consolidated Statements of Stockholders' Equity

 Consolidated Statements of Cash Flows

 Notes to Consolidated Financial Statements

 Report of Independent Registered Public Accounting Firm

 To the Stockholders
and Board of Directors of

 Auburn National Bancorporation, Inc. and Subsidiary

 Opinion on the Financial Statements
 We
have
audited
the
accompanying
consolidated
balance
sheets
of
Auburn
National
Bancorporation,
Inc.
and
Subsidiary
 (the
"Company")
as
of
December
31,
2024
and
2023,
the
related
consolidated
statements
of
earnings,
comprehensive
 income,
stockholders'
equity
and
cash
flows
for
the
years then
ended,
and
the
related
notes
to
the
consolidated
 statements (collectively,
the "financial
statements").
In our
opinion,
the financial
statements present
fairly,
in all
material
 respects, the financial
position of the
Company as of
and 2023, and
the results of
its operations
and its
 cash
flows
for
the
years
then
ended,
in
conformity
with
accounting
principles
generally
accepted
in
the
United
States
of
 America.
 Basis for Opinion
 These financial statements are
the responsibility of the
Company's management.
Our responsibility is to express
an opinion
 on
the
statements
based
on
our
audits.
We
are
a
public
accounting
firm
registered
with
the
Public
Accounting
Oversight
Board
(United
States)
(PCAOB)
and
are
required
to
be
independent
with
respect
to
the
in
accordance
with
U.S.
federal
securities
laws
and
the
applicable
rules
and
regulations
of
the
and
 Exchange Commission and the PCAOB.
 We
conducted
our
audits
in
accordance
with
the
standards
of
the
PCAOB.
Those
standards
require
that
we
plan
and
 perform the
audit to
obtain reasonable
assurance about
whether the
financial statements
are free
of material
misstatement,
 whether
due
to
error
or
fraud.
The
is
not
required
to
have,
nor
were
we
engaged
to
perform,
an
audit
of
its
 internal control over financial reporting. As part of
our audits, we are required to obtain an understanding of
internal control
 over
reporting
but
not
for
the
purpose
of
expressing
an
opinion
on
the
effectiveness
of
the
internal
 control over financial reporting. Accordingly,
we express no such opinion.
 Our audits included
performing procedures to
assess the risks of
material misstatement of
the financial statements,
whether
 due to error or
fraud, and performing
procedures that respond
to those risks. Such
procedures included examining,
on a test
 basis, evidence
regarding the
amounts and
disclosures in
the financial
statements. Our
audits also
included
evaluating
the
 accounting principles used
and significant estimates made
by management, as well
as evaluating the
overall presentation of
 the financial statements. We
believe that our audits provide a reasonable basis for our opinion.
 Critical Audit Matters
 The critical audit
matters communicated
below are matters
arising from
the current period
audit of the
financial statements
 that
were
communicated
or
required
to
be
communicated
to
the
audit
committee
and
that:
(1)
relate
to
accounts
or
 disclosures that
are material
to the
financial statements
and (2)
involved our
especially challenging,
subjective or
complex
 judgments. The
communication of
critical audit
matters does
not alter
in any
way our
opinion on
the financial
statements,
 taken
as a
whole,
and
we
are not,
by communicating
the critical
audit
matters below,
providing
separate
opinions
on the
 critical audit matters or on the accounts or disclosures to which they
relate.

 Allowance for Credit Losses
 As described in Note 5 to the Company's
consolidated financial statements, the Company has a gross
loan portfolio of $564
 million and
related allowance
for credit
losses of
$6.9 million
as of
December 31,
2024. As
described by
the Company
in
 Note 1, the allowance
for credit losses is estimated
by management using
relevant available information, from
both internal
 and external
sources, relating
to past
events, current
conditions, and
reasonable and
supportable forecasts.
The Company's
 credit loss assumptions
are estimated using a discounted
cash flow ("DCF") model
for each loan segment,
except consumer
 loans.
The
weighted
average
remaining
life
method
is
used
to
estimate
credit
loss
assumptions
for
consumer
loans.
The
 DCF
model
calculates
an
expected
life-of-loan
loss
percentage
by
considering
the
forecasted
probability
that
a
borrower
 will default
(the "PD"),
adjusted for
relevant forecasted
macroeconomic factors,
and loss
given default
("LGD"), which
is
 the
estimate
of
the
amount
of
net
loss
in
the
event
of
default.
This
model
utilizes
historical
correlations
between
default
 experience
and
certain
macroeconomic
factors
as
determined
through
a
statistical
regression
analysis.
Projections
of
 macroeconomic
factors
are
obtained
from
an independent
third
party
and
are utilized
to predict
quarterly
rates
of default
 based on the statistical PD models.
The weighted average remaining
life method uses an annual charge
-off rate over several
 vintages to
estimate credit
losses. Additionally,
the allowance
for credit
losses calculation
includes subjective
adjustments
 for qualitative risk factors that are believed likely to cause estimated credit
losses to differ from historical experience.
 We
identified the
estimate of
the allowance
for credit
losses ("ACL")
as a
critical audit
matter.
The principal
 considerations for our determination
of the allowance for credit
losses as a critical audit
matter related to the high
degree of
 subjectivity
in
the
judgments
in
determining
the
macroeconomic
data
in
the
reasonable
and
supportable
 forecasts, as
well as
the qualitative
factors. Auditing
these complex
judgments and
assumptions by
the Company
involves
 especially challenging
auditor judgment
due to
the nature
and extent
of audit
evidence and
effort required
to address
these
 matters, including the extent of specialized skill or knowledge needed.
 The primary procedures we performed to address this critical audit matter included
the following:

 We
obtained
an
understanding
of
the
process
for
establishing
the
ACL,
including
the
selection
and
 application of forecasts and the basis
for development and related adjustments
of the qualitative factor components
 of the ACL.

 We
evaluated
the
reasonableness
of
management's
application
of
qualitative
factor
adjustments
to
the
ACL,
 including
the
comparison
of
factors
considered
by
management
to
third
party
or
internal
sources
as
well
as
 evaluated the appropriateness and level of the qualitative factor adjustments.

 We
assessed the overall
trends in credit
quality,
including adjustments for
the qualitative factors
by comparing the
 overall allowance for credit losses to those recorded by the Company's
peer institutions.

 We
evaluated
subsequent
events
and
transactions
and
considered
whether
they
corroborated
or
contradicted
the
 Company's conclusion.
 /s/
 Elliott Davis, LLC
 We have served
as the Company's auditor since 2015.
 Greenville, South Carolina

 Consolidated Balance Sheets
 (Dollars in thousands, except share data)
 2024
 2023
 Assets:
 Cash and due from banks
 $
 15,142
 $
 27,127
 Federal funds sold
 37,200
 31,412
 Interest bearing bank deposits
 41,012
 12,830
 Cash and cash equivalents
 93,354
 71,369
 Securities available-for-sale

 Loans, net of unearned income
 Allowance for credit losses
 ( 6,871)
 ( 6,863)
 Loans, net
 557,146
 550,431
 Premises and equipment, net
 45,931
 45,535
 Bank-owned life insurance
 17,513
 17,110
 20,368
 19,900
 $
 977,324
 $
 975,255
 Liabilities:
 Deposits:
 Noninterest-bearing

 $
 260,874
 $
 270,723
 Interest-bearing
 634,950
 625,520
 Total deposits
 895,824
 896,243
 Federal funds purchased and securities sold under agreements to repurchase
 —
 1,486
 Accrued expenses and other liabilities
 3,208
 1,019
 Total liabilities
 899,032
 898,748
 Stockholders' equity:
 Preferred stock of $
 0.01

par value; authorized
 200,000

shares;
 issued shares - none
 —
 —
 Common stock of $
 0.01

par value; authorized
 8,500,000

shares;
 issued
 3,957,135

shares
 Additional paid-in capital
 3,802
 3,801
 Retained earnings
 115,759
 113,398
 Accumulated other comprehensive loss, net
 ( 29,607)
 ( 29,029)
 Less treasury stock, at cost -
 463,436

shares and
 463,521

shares
 at December 31, 2024 and 2023, respectively
 ( 11,701)
 ( 11,702)
 Total stockholders'
equity
 78,292
 76,507
 Total liabilities and stockholders'
equity
 $
 977,324
 $
 975,255

 Consolidated Statements of Earnings
 (Dollars in thousands, except share and per share data)
 2024
 2023
 Interest income:
 Loans, including fees
 $
 29,735
 $
 24,925
 Securities:
 Taxable
 5,430
 7,208
 Tax-exempt
 1,568
 Federal funds sold and interest-bearing bank deposits
 3,273
 Total interest income
 38,732
 34,374
 Interest expense:
 Deposits
 11,604
 7,974
 Short-term borrowings
 Total interest expense
 11,607
 8,046
 Net interest income
 27,125
 26,328
 Net interest income after provision for credit
losses
 27,089
 26,193
 Noninterest income:
 Service charges on deposit accounts
 Mortgage lending
 Bank-owned life insurance
 Other
 1,849
 1,870
 Securities losses, net
 —
 ( 6,295)
 Total noninterest income
 3,474
 ( 2,981)
 Noninterest expense:
 Salaries and benefits
 12,534
 12,101
 Net occupancy and equipment
 2,508
 2,954
 Professional fees
 1,188
 1,299
 FDIC and other regulatory assessments
 Other
 5,372
 5,609
 Total noninterest expense
 22,166
 22,594
 Earnings before income taxes
 8,397
 Income tax expense (benefit)
 2,000
 ( 777)
 $
 6,397
 $
 1,395
 Net earnings per share:
 Basic and diluted
 $
 1.83
 $
 0.40
 Weighted average shares
outstanding:
 Basic and diluted
 3,493,690
 3,498,030

 Consolidated Statements of Comprehensive Income
 2024
 2023
 $
 6,397
 $
 1,395
 Other comprehensive (loss) income, net of tax:
 Unrealized net holding (loss) gain on securities, net of

 tax benefit of $

and tax expense of $
 2,407

for the years
 ended December 31, 2024 and 2023, respectively
 7,177
 Reclassification adjustment for net loss on securities

 recognized in net earnings, net of tax benefit of none and $
 1,581
 for the years ended December 31, 2024 and 2023, respectively
 —
 4,714
 Other comprehensive (loss) income
 11,891
 Comprehensive income
 $
 5,819
 $
 13,286

 Consolidated Statements of Stockholders' Equity
 Accumulated
 Common
 Additional
 other
 Shares
 Common
 paid-in
 Retained

 comprehensive
 Treasury

 (Dollars in thousands, except share data)
 Outstanding
 Stock
 capital
 earnings
 (loss) income
 stock
 Total
 Balance, December 31, 2022
 3,503,452
 $
 3,797
 116,600
 ( 40,920)
 ( 11,475)
 $
 68,041
 Cumulative effect of change in

 accounting standard
 —
 —
 —
 ( 821)
 —
 —
 ( 821)
 —
 —
 —
 1,395
 —
 —
 1,395
 Other comprehensive income
 —
 —
 —
 —
 11,891
 —
 11,891
 Cash dividends paid ($
 1.08

per share)
 —
 —
 —
 ( 3,776)
 —
 —
 ( 3,776)
 Stock repurchases
 ( 10,108)
 —
 —
 —
 —
 ( 229)
 ( 229)
 Sale of treasury stock
 —
 —
 —
 Balance, December 31, 2023
 3,493,614
 $
 $
 3,801
 $
 113,398
 $
 ( 29,029)
 $
 ( 11,702)
 $
 76,507
 Cumulative effect of change in

 accounting standard
 —
 —
 —
 ( 263)
 —
 —
 ( 263)
 —
 —
 —
 6,397
 —
 —
 6,397
 Other comprehensive loss
 —
 —
 —
 —
 —
 Cash dividends paid ($
 1.08

per share)
 —
 —
 —
 —
 —
 Sale of treasury stock
 —
 —
 —
 Balance, December 31, 2024
 3,493,699
 $
 $
 3,802
 $
 115,759
 $
 ( 29,607)
 $
 ( 11,701)
 $
 78,292

 Consolidated Statements of Cash Flows
 2024
 2023
 Cash flows from operating activities:
 $
 6,397
 $
 1,395
 Adjustments to reconcile net earnings to net cash provided by
 operating activities:
 Depreciation and amortization
 1,933
 1,700
 Premium amortization and discount accretion, net
 1,505
 2,380
 Deferred tax expense (benefit)
 ( 195)
 Net loss on sale of securities available for sale
 —
 6,295
 Net gain on sale of loans held for sale
 ( 261)
 ( 71)
 Loans originated for sale
 ( 10,439)
 ( 4,141)
 Proceeds from sale of loans
 10,622
 4,174
 Increase in cash surrender value of bank owned life insurance
 ( 403)
 ( 359)
 Income recognized from death benefit on bank-owned life insurance
 —
 ( 52)
 Net (increase) decrease in other assets
 ( 1,168)
 2,652
 Net increase (decrease) in accrued expenses and other liabilities
 2,149
 ( 2,011)
 Net cash provided by operating activities
 $
 10,809
 $
 11,902
 Cash flows from investing activities:
 Proceeds from sales of securities available-for-sale
 —
 111,269
 Proceeds from maturities, paydowns and calls of securities available-for
-sale
 25,620
 30,329
 Increase in loans, net
 ( 6,709)
 ( 52,892)
 Net purchases of premises and equipment
 ( 2,089)
 ( 418)
 Decrease (increase) in FHLB stock
 ( 164)
 Proceeds from bank-owned life insurance death benefit
 —
 Proceeds from surrender of bank-owned life insurance
 —
 3,037
 Net cash provided by investing activities
 $
 16,854
 $
 91,377
 Cash flows from financing activities:
 Net decrease in noninterest-bearing deposits
 ( 9,849)
 ( 40,648)
 Net increase (decrease) in interest-bearing deposits
 9,430
 ( 13,446)
 Net decrease in federal funds purchased and securities sold

 under agreements to repurchase
 ( 1,486)
 ( 1,065)
 Stock repurchases
 —
 ( 229)
 Dividends paid
 ( 3,776)
 Net cash used in financing activities
 $
 ( 5,678)
 $
 ( 59,164)
 Net change in cash and cash equivalents
 $
 21,985
 $
 44,115
 Cash and cash equivalents at beginning of period
 71,369
 27,254
 Cash and cash equivalents at end of period
 $
 93,354
 $
 71,369
 Supplemental disclosures of cash flow information:
 Cash paid during the period for:
 Interest
 $
 11,520
 $
 7,516
 Income taxes
 1,244
 1,230

 Notes to Consolidated Financial Statements
 NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

 Nature of Business
 Auburn National Bancorporation, Inc. (the "Company") is a bank holding company
whose primary business is conducted
 by its wholly-owned subsidiary,
AuburnBank (the "Bank"). AuburnBank is a commercial bank located in
Auburn,
 Alabama. The Bank provides a full range of banking services in its primary
market area, Lee County,
which includes the
 Auburn-Opelika Metropolitan Statistical Area.

 Basis of Presentation
 The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries, which are
 managed as a single business segment. Significant intercompany
transactions and accounts are eliminated in consolidation.

 Revenue Recognition

 The Company's sources of
income that fall within the scope of ASC 606 include service charges on deposits, investment
 services, interchange fees and gains and losses on sales of other real estate,
all of which are presented as components of
 noninterest income. The following is a summary of the revenue streams that
fall within the scope of ASC 606:

 Service charges on deposits, investment services, ATM
and interchange fees – Fees from these services are either
 transaction-based, for which the performance obligations are satisfied when the individual transaction
is processed, or set
 periodic service charges, for which the performance
obligations are satisfied over the period the service is provided.
 Transaction-based fees are recognized at
the time the transaction is processed, and periodic service charges are recognized
 over the service period.
 Gains on sales of other real estate

–
 A gain on sale should be recognized when a contract for sale exists and control of the
 asset has been transferred to the buyer.
ASC 606 lists several criteria required to conclude that a contract for sale exists,
 including a determination that the institution will collect substantially all of
the consideration to which it is entitled. In
 addition to the loan-to-value, the analysis is based on various other factors, including the credit quality
of the borrower, the
 structure of the loan, and any other factors that may affect collectability.

 Use of Estimates
 The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires
 management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the disclosure
 of contingent assets and liabilities as of the balance sheet date and the reported
amounts of income and expense during the
 reporting period. Actual results could differ from those estimates. Material
estimates that are particularly susceptible to
 significant change in the near term include the determination of
the allowance for credit losses, fair value measurements,
 valuation of other real estate owned, and valuation of deferred tax assets.

 Reclassifications

 Certain amounts reported in the prior period have been reclassified to conform
to the current-period presentation. These
 reclassifications had no impact on the Company's
previously reported net earnings or total stockholders' equity.

 Subsequent Events

 The Company has evaluated the effects of events or transactions
through the date of this filing that have occurred
 subsequent to December 31, 2024. The Company does not believe there
are any material subsequent events that would
 require further recognition or disclosure.

 Correction of Error
 The disclosure of loans by vintage in Note 5 – Loans and Allowance for Credit
Losses in the Company's Annual
Report on
 Form 10-K for year ended December 31, 2023 contained incorrect
information as it pertains to loans originated by vintage
 and revolving loans.
All current period gross charge-off data, total loans by segment
and total loans by credit quality
 indicator were correctly reported.
The loans originated by vintage and revolving loans as of December 31, 2023 have been
 corrected in the comparative presentation in Note 5 – Loans and Allowance
for Credit Losses in the Notes herein.

 Accounting Standards Adopted in 2024
 ASU 2023-02,
 Investments – Equity Method and Joint Ventures
(Topic
323): Accounting for Investments in Tax
Credit
 Structures Using the Proportional
Amortization Method
.
ASU 2023-02 now permits reporting entities to elect to account
 for their equity investments made primarily to receive income tax credits
and other income tax benefits, regardless of the
 program from which the income tax credits or benefits are received,
using the proportional amortization method if certain
 conditions are met. The new standard is effective for fiscal years, and
interim periods within those fiscal years, beginning
 after December 15, 2023.
The Company adopted ASU 2023-02 effective January 1, 2024 and
recorded a cumulative effect
 of change in accounting standard adjustment which reduced beginning
retained earnings by $0.3 million and reduced our
 investment in New Markets Tax
Credits ("NMTCs") by $0.4 million.
The Company, beginning January
1, 2024, accounts
 for its investments in NMTCs using the proportional amortization method through
charges to the provision for income
 taxes. See Note 3, Variable
Interest Entities.
 ASU 2023-07,
 Segment Reporting (Topic
280) - Improvement to Reportable Segment
Disclosures.

 The amendments in
 ASU 2023-07 improve financial reporting by requiring disclosure of incremental
segment information on an annual basis to
 enable investors to develop more decisions-useful financial analyses.
ASU 2023-07 is effective for fiscal years beginning
 after December 31, 2023.
The Company has adopted ASU 2023-07 as of January 1, 2024 and has determined that
its
 banking services and branch locations meet the aggregation criteria of ASC 280,
 Segment Reporting
, since each of its
 banking services and branch locations offer similar products and
services, operate in a similar manner, have similar
 customers and report to the same regulatory authority,
and therefore operate one line of business located in a single
 geographic area.
The Company's Chief Executive Officer has been identified as the
chief operating decision maker
 ("CODM").
 The CODM regularly assesses performance of the aggregated single
operating and reporting segment and decides how to
 allocate resources based on the net income calculated on the same basis as the net income
reported in the Company's
 consolidated statements of earnings and other comprehensive earnings
and total assets calculated on the same basis as the
 total assets reported in the Company's
consolidated balance sheets. The CODM is also regularly provided with expense
 information at a level that is consistent with that disclosed in the Company's consolidated
statements of earnings and other
 comprehensive earnings.

 Issued not yet effective accounting standards
 ASU 2023-09,
(Topic 740):
Improvements to Income Tax
Disclosures.

The amendments in this Update
 enhance the transparency and decision usefulness of income tax disclosures.
For public business entities, the new standard
 is effective for annual periods beginning after December
15, 2024.
The Company does not expect the new standard to have
 a material impact on the Company's
consolidated financial statements.

 Cash Equivalents
 Cash equivalents include cash on hand, cash items in process of collection,
amounts due from banks, including interest
 bearing deposits with other banks, and federal funds sold.

 Securities are classified based on management's
intention at the date of purchase. At December 31, 2024, all of the
 Company's securities were classified
as available-for-sale. Securities available-for-sale are used
as part of the Company's
 interest rate risk and liquidity management strategy,
and they may be sold in response to changes in interest rates, changes
 in prepayment risks or other factors. All securities classified as available-for-sale are recorded
at fair value with any
 unrealized gains and losses reported in accumulated other comprehensive income
(loss), net of the deferred income tax
 effects. Interest and dividends on securities, including
the amortization of premiums and accretion of discounts are
 recognized in interest income using the effective interest
method.
Premiums are amortized to the earliest call date while
 discounts are accreted over the estimated life of the security.
Realized gains and losses from the sale of securities are
 determined using the specific identification method.

 For any securities classified as available-for-sale that are in an unrealized loss position
at the balance sheet date, the
 Company assesses whether or not it intends to sell the security,
or more likely than not will be required to sell the security,
 before recovery of its amortized cost basis. If either of these criteria are met,
the security's amortized cost basis is written
 down to fair value through net income. If neither criterion is met, the Company
evaluates whether any portion of the decline
 in fair value is the result of credit deterioration. Such evaluations consider
the extent to which the amortized cost of the
 security exceeds its fair value, changes in credit ratings and any other known
adverse conditions related to the specific
 security. If the evaluation
indicates that a credit loss exists, an allowance for credit losses is recorded for
the amount by
 which the amortized cost basis of the security exceeds the present value of
cash flows expected to be collected, limited by
 the amount by which the amortized cost exceeds fair value. Any impairment
not recognized in the allowance for credit
 losses is recognized in other comprehensive income.

 Loans held for sale
 The Company originates residential mortgage loans for sale.
Such loans are carried at the lower of cost or estimated fair
 value in the aggregate.
Loan sales are recognized when the transaction closes, the proceeds are collected,
and ownership is
 transferred.
Continuing involvement, through the sales agreement, consists of the right to service
the loan for a fee for the
 life of the loan, if applicable.
Gains on the sale of loans held for sale are recorded net of related costs, such as
 commissions, and reflected as a component of mortgage lending income in
the consolidated statements of earnings.

 The Bank makes various representations and warranties to the purchaser
of the residential mortgage loans they originated
 and sells, primarily to Fannie Mae.
Every loan closed by the Bank's mortgage
center is run through Fannie Mae or other
 purchasing government sponsored enterprise ("GSE") automated
underwriting system.
Any exceptions noted during this
 process are remedied prior to sale.
These representations and warranties also apply to underwriting the real
estate appraisal
 opinion of value for the collateral securing these loans.
Failure by the Company to comply with the underwriting and/or
 appraisal standards could result in the Company being required to repurchase
the mortgage loan or to reimburse the investor
 for losses incurred (make whole requests) if the Company cannot cure
such failure within the specified period following
 discovery.

 Loans
 Loans that management has the intent and ability to hold for the foreseeable
future or until maturity or payoff are reported
 at amortized cost. Amortized cost is the principal balance outstanding,
net of purchase premiums and discounts and
 deferred fees and costs. Accrued interest receivable related to loans
is recorded in other assets on the consolidated balance
 sheets. Interest income is accrued on the unpaid principal balance.

 Loan origination fees, net of certain direct origination
 costs, are deferred and recognized in interest income using methods that approximate
a level yield without anticipating
 prepayments.

 The accrual of interest is generally discontinued when a loan becomes 90 days
past due and is not well collateralized and in
 the process of collection, or when management believes, after considering economic
and business conditions and collection
 efforts, that the principal or interest will not be collectible in the
normal course of business. Past due status is based on
 contractual terms of the loan. A loan is considered to be past due when a scheduled
payment has not been received 30 days
 after the contractual due date.
 All accrued but unpaid interest is reversed against interest income when a loan is placed
on nonaccrual status. Interest
 received on such loans is accounted for using the cost-recovery method,
until the loan qualifies for return to accrual.
Loans
 are returned to accrual status when all the principal and interest amounts contractually
due are brought current, there is a
 sustained period of repayment performance, and future payments are
reasonably assured. Otherwise, under the cost
 recovery method, interest income is not recognized until the loan balance
is reduced to zero.

 Allowance for Credit Losses – Loans
 The allowance for credit losses is a valuation account that is deducted from the
loans' amortized cost basis to present the net
 amount expected to be collected on the loans.
Loans are charged off against the allowance
when management confirms the
 loan balance is uncollectible.
Expected recoveries do not exceed the aggregate of amounts previously charged
-off and
 expected to be charged-off.
Accrued interest receivable is excluded from the estimate of credit losses.
 The allowance for credit losses represents management's
estimate of lifetime credit losses inherent in loans as of the
 balance sheet date. The allowance for credit losses is estimated by management
using relevant available information, from
 both internal and external sources, relating to past events, current conditions, and reasonable and
supportable forecasts.

 The Company's loan loss estimation
process includes procedures to appropriately consider the unique characteristics of
its
 respective loan segments (commercial and industrial, construction and land development,
commercial real estate,
 residential real estate, and consumer loans).
These segments are further disaggregated into loan classes, the level at which
 credit quality is monitored.
See Note 5, Loans and Allowance for Credit Losses, for additional information
about our loan
 portfolio.
 Credit loss assumptions are estimated using a discounted cash flow ("DCF") model
for each loan segment, except consumer
 loans.
The weighted average remaining life method is used to estimate credit loss assumptions
for consumer loans.

 The DCF model calculates an expected life-of-loan loss percentage by considering
the forecasted probability that a
 borrower will default (the "PD"), adjusted for relevant forecasted macroeconomic
factors, and loss given default ("LGD"),
 which is the estimate of the amount of net loss in the event of default.
This model utilizes historical correlations between
 default experience and certain macroeconomic factors as determined
through a statistical regression analysis.
The
 forecasted Alabama unemployment rate is considered in the model for commercial
and industrial, construction and land
 development, commercial real estate, and residential real estate loans.
In addition, forecasted changes in the Alabama
 home price index is considered in the model for construction and land development
and residential real estate loans.

 Forecasted changes in the national commercial real estate ("CRE") price index
is considered in the model for commercial
 real estate and multifamily loans; and forecasted changes in the Alabama
gross state product is considered in the model for
 multifamily loans.
Projections of these macroeconomic factors, obtained from an independent third party,
are utilized to
 predict quarterly rates of default based on the statistical PD models.

 Expected credit losses are estimated over the contractual term of the
loan, adjusted for expected prepayments and principal
 payments ("curtailments") when appropriate. Management's determination
of the contract term excludes expected
 extensions, renewals, and modifications unless the extension or renewal
option is included in the contract at the reporting
 date and is not unconditionally cancellable by the Company.
To the extent the lives of the loans
in the portfolio extend
 beyond the period for which a reasonable and supportable forecast can be
made (which is 4 quarters for the Company), the
 Company reverts, on a straight-line basis back to the historical rates over
an 8-quarter reversion period.
 During the first quarter of 2024, as part of the Company's
ongoing model monitoring procedures, the annual loss driver
 analysis and prepayment, curtailment and funding studies were performed.
The analysis and studies resulted in changes for
 all DCF models.
The changes were a result of updating the Company's
peer group and incorporating data through 2022.
 The weighted average remaining life method was deemed most appropriate
for the consumer loan segment because
 consumer loans contain many different payment
structures, payment streams and collateral.
The weighted average
 remaining life method uses an annual charge-off
rate over several vintages to estimate credit losses.
The average annual
 charge-off rate is applied to the contractual
term adjusted for prepayments.

 Additionally, the
allowance for credit losses calculation includes subjective adjustments for qualitative
risk factors that are
 believed likely to cause estimated credit losses to differ from historical
experience. These qualitative adjustments may
 increase reserve levels and include adjustments for lending management
experience and risk tolerance, loan review and
 audit results, asset quality and portfolio trends, loan portfolio growth,
industry concentrations, trends in underlying
 collateral,
external factors and economic conditions not already captured.
 Loans secured by real estate with balances equal to or greater than $500 thousand and
loans not secured by real estate with
 balances equal to or greater than $250 thousand that do not share risk
characteristics are evaluated on an individual basis.
 When management determines that foreclosure is probable and the borrower
is experiencing financial difficulty,
the
 expected credit losses are based on the estimated fair value of collateral held
at the reporting date, adjusted for selling costs
 as appropriate.

 Allowance for Credit Losses – Unfunded Commitments
 Financial instruments include off-balance sheet credit
instruments, such as commitments to make loans and commercial
 letters of credit issued to meet customer financing needs. The Company's
exposure to credit loss in the event of
 nonperformance by the other party to the financial instrument for off
-balance sheet loan commitments is represented by the
 contractual amount of those instruments. Such financial instruments
are recorded when they are funded.
 The Company records an allowance for credit losses on off-balance
sheet credit exposures, unless the commitments to
 extend credit are unconditionally cancelable, through a charge to
provision for credit losses in the Company's
consolidated
 statements of earnings. The allowance for credit losses on off-balance
sheet credit exposures is estimated by loan segment
 at each balance sheet date under the current expected credit loss model using
the same methodologies as portfolio loans,
 taking into consideration the likelihood that funding will occur as well as any third-party
guarantees. The allowance for
 unfunded commitments is included in other liabilities on the Company's
consolidated balance sheets.

 Premises and Equipment
 Land is carried at cost. Land improvements, buildings and improvements,
and furniture, fixtures, and equipment are carried
 at cost, less accumulated depreciation computed on a straight-line metho
d
over the estimated useful lives of the assets or the
 expected terms of the leases, if shorter.
Expected terms include lease option periods to the extent that the exercise of such
 options is reasonably assured.

 Nonmarketable equity investments
 Nonmarketable equity investments include equity securities that are not
publicly traded and securities acquired for various
 purposes. The Bank is required to maintain certain minimum levels of equity
investments in (i) Federal Reserve Bank of
 Atlanta based on the Bank's capital stock
and surplus, and the (ii) Federal Home Bank of Atlanta ("FHLB – Atlanta")
 based on various factors including, the Bank's
total assets, its borrowings and outstanding letters of credit from the FHLB -
 Atlanta and its "acquired member asset" sales to FHLB - Atlanta.
These nonmarketable equity securities are accounted for
 at cost which equals par or redemption value. These securities do not have
a readily determinable fair value as their
 ownership is restricted and there is no market for these securities. These securities can only
be redeemed or sold at their par
 value by the respective issuer bank or,
in the case of FHLB – Atlanta stock upon FHLB – Atlanta approval sale to another
 member of FHLB – Atlanta and law applicable to the member.
The Company records these nonmarketable equity securities
 as a component of other assets, which are periodically evaluated for
impairment. Management considers these
 nonmarketable equity securities to be long-term investments. Accordingly,
when evaluating these securities for impairment,
 management considers the ultimate recoverability of the par value
rather than by recognizing temporary declines in value.

 Transfers of Financial Assets
 Transfers of an entire financial asset (i.e. loan sales), a group
of entire financial assets, or a participating interest in an entire
 financial asset (i.e. loan participations sold) are accounted for as sales when control
over the assets have been surrendered.
 Control over transferred assets is deemed to be surrendered when (1)
the assets have been isolated from the Company,
 (2) the transferee obtains the right (free of conditions that constrain it from
taking that right) to pledge or exchange the
 transferred assets, and (3) the Company does not maintain effective
control over the transferred assets through an
 agreement to repurchase them before their maturity.

 Mortgage Servicing Rights
 The Company recognizes as assets the rights to service mortgage loans
which it originates and sells to others, principally
 Fannie Mae.
These servicing rights are called "MSRs".
The Company determines the fair value of MSRs on sold loans at
 the date the loan is transferred.
An estimate of the Company's MSRs is determined
using assumptions that market
 participants would use in estimating future net servicing income, including
estimates of prepayment speeds, discount rate,
 default rates, cost to service, escrow account earnings, contractual servicing
fee income, ancillary income, and late fees.
 Subsequent to the date of sale of the residential mortgage loans, the Company
has elected to measure its MSRs on such sold
 mortgage loans under the amortization method.
Under the amortization method, MSRs are amortized in proportion to, and
 over the period of, estimated net servicing income.
The amortization of MSRs is analyzed monthly and is adjusted to
 reflect changes in prepayment speeds, as well as other factors.
MSRs are evaluated for impairment based on the fair value
 of those assets.
Impairment is determined by stratifying MSRs into groupings based
on predominant risk characteristics,
 such as interest rate and loan type.
If, by individual stratum, the carrying amount of the MSRs exceeds fair value, a
 valuation allowance is established through a charge to earnings.
The valuation allowance is adjusted as the fair value
 changes.
MSRs are included in the other assets category in the accompanying consolidated
balance sheets at the lower of
 cost or fair value.
See Note 13 "Fair Value"

 Securities sold under agreements to repurchase

 Securities sold under agreements to repurchase generally mature less than one
year from the transaction date. Securities
 sold under agreements to repurchase are reflected as a secured borrowing in the accompanying
consolidated balance sheets
 at the amount of cash received in connection with each transaction.

 Deferred tax assets and liabilities are the expected future tax amounts
for the temporary differences between carrying
 amounts and tax bases of assets and liabilities, computed using enacted tax
rates. A valuation allowance, if needed, reduces
 deferred tax assets to the amount expected to be realized.
The net deferred tax asset is reflected as a component of other
 assets in the accompanying consolidated balance sheets.
 Income tax expense or benefit for the year is allocated among continuing operations
and other comprehensive income
 (loss), as applicable. The amount allocated to continuing operations is the income
tax effect of the pretax income or loss
 from continuing operations that occurred during the year,
plus or minus income tax effects of (1) changes in certain
 circumstances that cause a change in judgment about the realization of deferred
tax assets in future years, (2) changes in
 income tax laws or rates, and (3) changes in income tax status, subject to certain
exceptions.
The amount allocated to other
 comprehensive income (loss) is related solely to changes in the valuation allowance
on items that are normally accounted
 for in other comprehensive income (loss) such as unrealized gains or losses on
available-for-sale securities.

 In accordance with ASC 740,
, a tax position is recognized as a benefit only if it is "more likely than not" that
 the tax position would be sustained in a tax examination, with a tax examination being
presumed to occur. The amount
 recognized is the largest amount of tax benefit that is greater than
50% likely of being realized on examination. For tax
 positions not meeting the "more likely than not" test, no tax benefit is recorded.
It is the Company's policy to recognize
 interest and penalties related to income tax matters in income tax expense. The
Company and its wholly-owned subsidiaries
 file consolidated Federal and State of Alabama income tax returns.

Measurements

 ASC 820,
Measurements,
 which defines fair value, establishes a framework for measuring fair value
in U.S.
 generally accepted accounting principles and expands disclosures about
fair value measurements. ASC 820 applies only to
 fair-value measurements that are already required
or permitted by other accounting standards.
The definition of fair value
 focuses on the exit price, i.e., the price that would be received to sell an asset or paid to transfer a
liability in an orderly
 transaction between market participants at the measurement date,
not the entry price, i.e., the price that would be paid to
 acquire the asset or received to assume the liability at the measurement date.
The statement emphasizes that fair value is a
 market-based measurement; not an entity-specific measurement.
Therefore, the fair value measurement should be
 determined based on the assumptions that market participants would
use in pricing the asset or liability.
For more
 information related to fair value measurements, please refer to Note 13, Fair
Value.

 NOTE 2: BASIC AND DILUTED NET EARNINGS PER SHARE
 Basic net earnings per share is computed by dividing net earnings by the weighted
average common shares outstanding for
 the year.
Diluted net earnings per share reflect the potential dilution that could occur upon exercise of
securities or other
 rights for, or convertible into, shares of
the Company's common stock.
As of December 31, 2024 and 2023, respectively,
 the Company had no such securities or other rights issued or outstanding,
and therefore, no dilutive effect to consider for
 the diluted net earnings per share calculation.

 The basic and diluted net earnings per share computations for the respective
years are presented below.

 (Dollars in thousands, except share and per share data)
 2024
 2023
 Basic and diluted:
 $
 6,397
 $
 1,395
common shares outstanding
 3,493,690
 3,498,030
 Net earnings per share
 $
 1.83
 $
 0.40

 NOTE 3: VARIABLE
INTEREST ENTITIES
 Generally, a variable interest
entity ("VIE") is a corporation, partnership, trust or other legal structure that does not
have
 equity investors with substantive or proportional voting rights or has
equity investors that do not provide sufficient financial
 resources for the entity to support its activities.

 At December 31, 2024, the Company did not have any consolidated VIEs and
had one nonconsolidated VIE, which is
 discussed below.
 New Markets Tax
Credit Investment
 The New Markets Tax
Credit ("NMTC") program provides federal tax incentives to investors to make
investments in
 distressed communities and promotes economic improvement through
the development of successful businesses in these
 communities.
The NMTCs are available to investors over seven years and is subject to recapture if
certain events occur
 during such period.
The Company had one NMTC investment with a balance of $0.9 million and $
 1.7

million at December
 31, 2024 and 2023, respectively,
which is included in other assets in the Company's
consolidated balance sheets as a VIE.
 While the Company's investment
exceeds 50% of the outstanding equity interests in this VIE, the Company
does not
 consolidate the VIE because the Company lacks the power to direct the activities of
the VIE, and therefore is not a primary
 beneficiary of the VIE.
 The Company adopted ASU 2023-02 as of January 1, 2024 which allows us to account
for our NMTC investment using the
 proportional amortization method.
The following table presents a summary of our NMTC investment at December
31,
 2024, and the related tax credit and amortization expense for 2024.

 December 31,
 2024
 Balance Sheet Location
 New Markets Tax Credit
investment
 $
 Year ended
 December 31,
 2024
 Income Statement Location
 Income tax credits and other income tax benefits
 $
 ( 445)
 Income tax expense
 Amortization expense
 Income tax expense

 NOTE 4: SECURITIES
 At December 31, 2024 and 2023, respectively,
all securities within the scope of ASC 320,
 Investments – Debt and Equity
 were classified as available-for-sale.
The fair value and amortized cost for securities available-for-sale by
 contractual maturity at December 31, 2024 and 2023, respectively,
are presented below.

 1 year
 1 to 5
 5 to 10
 After 10
 Fair
 Gross Unrealized

 Amortized
 or less
 years
 years
 years
 Value
 Gains
 Losses
 Cost
 Agency obligations (a)
 $
 —
 26,655
 25,756
 —
 —
 7,734
 $
 60,145
 Agency MBS (a)
 19,863
 14,904
 138,899
 —
 28,901
 202,577
 —
 8,244
 7,715
 16,925
 —
 2,901
 19,826
 Total available-for-sale
 $
 47,484
 48,904
 146,614
 —
 39,536
 $
 282,548
 December 31, 2023
 Agency obligations (a)
 $
 10,339
 43,209
 —
 —
 8,195
 $
 62,074
 Agency MBS (a)
 15,109
 22,090
 161,058
 198,289
 —
 27,838
 226,127
 —
 —
 9,691
 9,051
 18,742
 2,731
 21,472
 Total available-for-sale
 $
 25,448
 74,990
 170,109
 38,764
 $
 309,673
 (a) Includes securities issued by U.S. government agencies or government
sponsored entities.
Expected lives of
 these securities may differ from contractual maturities because (i)
issuers may have the right to call or repay such securities
 obligations with or without prepayment penalties and (ii) loans included in Agency
MBS generally have the right to prepay
 such loans in whole or in part at any time.

 Securities with aggregate fair values of $
 222.3

 211.8

million at December 31, 2024 and 2023, respectively,
 were pledged to secure public deposits, securities sold under agreements
to repurchase, FHLB advances, and for other
 purposes required or permitted by law.

 Included in other assets on the accompanying consolidated balance sheets are nonmarketable
equity investments.
The
 carrying amounts of nonmarketable equity investments were $
 1.4

million at both December 31, 2024 and 2023,
 respectively.
Nonmarketable equity investments include FHLB-Atlanta stock, Federal
Reserve Bank stock, and stock in a
 privately held financial institution.

and Gross Unrealized Losses
 The fair values and gross unrealized losses on securities at December
31, 2024 and 2023, respectively,
segregated by those
 securities that have been in an unrealized loss position for less than 12 months and
12 months or more are presented below.

 Less than 12 Months
 12 Months or Longer
 Total
 Fair
 Unrealized
 Fair
 Unrealized
 Fair
 Unrealized
 Value
 Losses
 Value
 Losses
 Value
 Losses

 $
 —
 —
 7,734
 $
 7,734
 —
 173,669
 28,901
 28,901
 1,798
 14,776
 2,884
 16,574
 2,901
 Total

 $
 1,805
 240,856
 39,519
 242,661
 $
 39,536

 $
 —
 —
 8,195
 $
 8,195
 198,223
 27,837
 198,289
 27,838
 14,408
 2,729
 15,201
 2,731
 Total

 $
 266,510
 38,761
 267,369
 $
 38,764

 For the
securities in
the previous
table, the
Company assesses
whether or
not it
intends to
sell the
security,
or more
likely
 than not
will be
required to
sell the
security,
before recovery
of its
amortized cost
basis.
Unrealized losses
have not
been
 recognized
into
income
as
the
decline
in
fair
value
is
largely
due
to
changes
in
interest
rates
and
other
market
 conditions.
For the securities
in the
previous table,
as of December
31, 2024,
management does
not intend to
sell and
it is
 likely that management will not be required to sell the securities prior to their anticipated
recovery.

 Agency Obligations

 Investments
in
agency
obligations
are
guaranteed
of
full
and
timely
payments
by
the
issuing
agency.
Based
on
 management's
analysis
and
judgement,
there
were
no
credit
losses attributable
to
the
investments
in
 agency obligations at December 31, 2024.

 Investments in
agency MBS
are issued
by Ginnie
Mae, Fannie
Mae, and
Freddie Mac.
Each of
these agencies
provide a
 guarantee of full and
timely payments of principal
and interest by the issuing
agency.
Based on management's analysis
and
 judgement, there were no credit losses attributable to the Company's
investments in agency MBS at December 31, 2024.

 State and Political Subdivisions

 Investments
in
state
and
political
subdivisions
are
securities
issued
by
various municipalities
in
the
United
States.
The
 majority
of
the
portfolio was
rated
AA
or
higher,
with
no
securities
rated
below
investment
grade
at
December
31,
 2024.
Based
on
management's
analysis
and
judgement,
there
were
no
credit
losses
attributable
to
the
 investments in state and political subdivisions at December 31, 2024.

 Realized Gains and Losses
 The following table presents the gross realized gains and losses on sales related to securities.

 2024
 2023
 Gross realized gains
 $
 —
 Gross realized losses
 —
 ( 6,296)
 Realized losses, net
 $
 —
 ( 6,295)

 NOTE 5: LOANS AND ALLOWANCE
FOR CREDIT LOSSES

 2024
 2023
 $
 $
 66,783
 Multifamily
 Other
 Total commercial
real estate
 287,307
 60,399
 60,545
 56,912
 Total residential real
estate
 117,457
 9,631
 Total loans, net of unearned
income

 Loans secured by real estate were approximately
 87.1
 % of the total loan portfolio at December 31, 2024.
At December 31,
 2024, the Company's geographic
loan distribution was concentrated primarily in Lee County,
Alabama and surrounding
 areas.
 The loan portfolio segment is defined as the level at which an entity develops
and documents a systematic method for
 determining its allowance for credit losses. As part of the Company's
quarterly assessment of the allowance, the loan
 portfolio is disaggregated into the following portfolio segments:
commercial and industrial, construction and land
 development, commercial real estate, residential real estate and consumer installment.
Where appropriate, the Company's
 loan portfolio segments are further disaggregated into classes. A class is generally
determined based on the initial
 measurement attribute, risk characteristics of the loan, and an entity's
method for monitoring and determining credit risk.
 The following describe the risk characteristics relevant to each of the portfolio
segments and classes.
 Commercial and industrial ("C&I") —
 includes loans to finance business operations, equipment purchases, or
other needs
 for small and medium-sized commercial customers. Also
included in this category are loans to finance agricultural
 production.
Generally, the primary source of repayment
is the cash flow from business operations and activities of the
 borrower.
 Construction and land development ("C&D") —
 includes both loans and credit lines for the purpose of purchasing,
 carrying and developing land into commercial developments or residential
subdivisions. Also included are loans and lines
 for construction of residential, multi-family and commercial buildings.
Generally the primary source of repayment is
 dependent upon the sale or refinance of the real estate collateral.
("CRE") —
 includes loans disaggregated in these classes:

– includes loans secured by business facilities to finance business operations, equipment
and

owner-occupied facilities primarily for small and medium-sized
commercial customers.
Generally the primary source

of loan repayment are the cash flows from the business operations and activities of the borrower,
who owns the

property.

 – includes loans for hotels and motels.
Generally, the primary
source of repayment is dependent upon

income generated from the real estate collateral.
The underwriting of these loans takes into consideration the

occupancy and rental rates, as well as the financial health of the borrower.

Multifamily

– primarily includes loans to finance income-producing multi-family
properties. Loans in this class include

loans for 5 or more unit residential property and apartments leased to residents.
Generally, the primary source
of

repayment is dependent upon income generated from the real estate collateral. The
underwriting of these loans takes

into consideration the occupancy and rental rates, as well as the financial health of
the borrower.

Other

– primarily includes loans to finance income-producing commercial
properties. Loans in this class include loans

for neighborhood retail centers,
medical and professional offices, single retail stores, industrial
buildings, and

warehouses leased generally to local businesses and residents. Generally,
the primary source of repayment is dependent

upon income generated from the real estate collateral. The underwriting of these
loans takes into consideration the

occupancy and rental rates as well as the financial health of the borrower.

 Residential real estate ("RRE") —
 includes loans disaggregated into two classes:

– primarily includes
first or second lien mortgages and home equity lines to consumers that are

secured by a primary residence or second home. These loans are underwritten in accordance
with the Bank's general

loan policies and procedures which require, among other things, proper documentation
of each borrower's financial

condition, satisfactory credit history and property value.

– primarily includes loans to finance income-producing 1-4 family residential
properties.

Generally, the primary source of repayment
is dependent upon income generated from leasing the property securing the

loan. The underwriting of these loans takes into consideration the rental rates as well as
the financial health of the

borrower.

 Consumer installment —
 includes loans to individuals both secured by personal property and unsecured.
Loans include
 personal lines of credit, automobile loans, and other retail loans.
These loans are underwritten in accordance with the
 Bank's general loan policies and procedures
which require, among other things, proper documentation of
each borrower's
 financial condition, satisfactory credit history,
and if applicable, property value.
 The following is a summary of current, accruing past due and nonaccrual loans by portfolio
class as of December 31, 2024
 and 2023.

 Accruing
 Accruing
 Total
 30-89 Days
 Greater than
 Accruing
 Non-
 Total

 Current
 Past Due
 90 days
 Loans
 Accrual
 Loans
 $
 63,163
 —
 63,175
 $
 82,089
 —
 —
 82,089
 —
 —
 —
 —
 —
 —
 Multifamily
 —
 —
 —
 Other
 —
 —
 —
 Total commercial
real estate
 —
 —
 —
 59,677
 —
 60,399
 —
 60,399
 58,179
 —
 —
 Total residential real
estate
 117,856
 —
 —
 9,579
 —
 9,631
 —
 9,631
 Total
 $
 562,679
 —
 563,514
 $

 $
 73,108
 —
 —
 $
 —
 —
 —
 66,000
 —
 —
 66,000
 66,783
 —
 —
 —
 Multifamily
 —
 —
 —
 Other
 —
 —
 —
 Total commercial
real estate
 286,524
 —
 —
 286,524
 287,307
 60,442
 —
 —
 60,442
 60,545
 56,597
 —
 56,887
 56,912
 Total residential real
estate
 117,039
 —
 117,329
 117,457
 10,781
 —
 —
 Total
 $
 555,781
 —
 556,383
 $

 Credit Quality Indicators
 The credit quality of the loan portfolio is summarized no less frequently than
quarterly using categories similar to the
 standard asset classification system used by the federal banking agencies.
These categories are utilized to develop the
 associated allowance for credit losses using historical losses adjusted for
qualitative and environmental factors and are
 defined as follows:

 Pass – loans which are well protected by the current net worth and paying capacity
of the obligor (or guarantors, if
 any) or by the fair value, less cost to acquire and sell, of any underlying collateral.

 Special Mention – loans with potential weakness that may,
if not reversed or corrected, weaken the credit or
 inadequately protect the Company's
position at some future date. These loans are not adversely classified and do
 not expose an institution to sufficient risk to warrant an adverse classification.

 Substandard Accruing – loans that exhibit a well-defined weakness which
presently jeopardizes debt repayment,
 even though they are currently performing. These loans are characterized
by the distinct possibility that the
 Company may incur a loss in the future if these weaknesses are not corrected.
 Nonaccrual – includes loans where management has determined that full payment
of principal and interest is not expected.
 The following tables presents credit quality indicators for the loan portfolio
segments and classes by year of origination as
 of December 31, 2024 and 2023.
The December 31, 2023 table has been revised to correct revolving loans and properly
 allocate loans by year of origination.
See Note 1: Summary of Significant Accounting Policies – Correction of Error.

 2024
 2023
 2022
 2021
 2020
 Prior to
 2020
 Revolving
 Loans
 Total

 Loans

 Pass
 $
 11,290
 7,265
 8,488
 9,677
 4,659
 16,989
 4,425
 $
 62,793
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 Total commercial and industrial
 11,389
 7,459
 8,669
 9,684
 4,659
 16,989
 4,425
 —
 —
 —
 —
 —
 —
 Pass
 31,144
 29,520
 16,504
 1,794
 1,434
 1,589
 $
 82,089
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 Total construction and land development
 31,548
 29,520
 16,504
 1,794
 1,434
 1,589
 —
 —
 —
 —
 —
 —
 —
 —
 Pass
 1,921
 11,206
 6,776
 17,114
 3,396
 12,030
 1,552
 $
 53,995
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 Total owner occupied
 2,432
 11,455
 6,776
 17,114
 3,987
 12,030
 1,552
 —
 —
 —
 —
 —
 —
 —
 —
 Pass
 6,480
 5,303
 3,079
 1,299
 14,437
 4,132
 $
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 Total hotel/motel
 6,480
 5,303
 3,079
 1,299
 14,437
 4,132
 —
 —
 —
 —
 —
 —
 —
 —

 2024
 2023
 2022
 2021
 2020
 Prior to
 2020
 Revolving
 Loans
 Total

 Loans

 Multi-family
 Pass
 3,739
 6,041
 17,037
 1,863
 3,493
 6,400
 4,983
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 Total multi-family
 3,739
 6,041
 17,037
 1,863
 3,493
 6,400
 4,983
 —
 —
 —
 —
 —
 —
 —
 —
 Other
 Pass
 43,753
 21,085
 32,521
 21,249
 16,743
 16,289
 4,120
 155,760
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 Total other
 43,753
 21,085
 32,521
 21,249
 16,863
 16,289
 4,120
 —
 —
 —
 —
 —
 —
 —
 —
 Pass
 5,885
 18,389
 18,434
 2,466
 2,565
 10,590
 59,137
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 Total consumer mortgage
 6,128
 18,389
 18,434
 2,466
 2,567
 11,607
 60,399
 —
 —
 —
 —
 —
 —
 Pass
 10,339
 10,824
 10,651
 8,305
 11,435
 4,794
 1,317
 57,665
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 Total investment property
 10,617
 10,864
 10,744
 8,314
 11,578
 4,794
 1,317
 —
 —
 —
 —
 —
 —
 —
 —
 Pass
 5,015
 2,057
 1,911
 9,549
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 Total consumer installment
 5,054
 2,081
 1,921
 9,631
 —
 —
 Pass
 113,566
 112,867
 117,625
 65,843
 45,114
 81,746
 22,993
 559,754
 —
 —
 1,712
 —
 2,048
 —
 —
 —
 —
 —
 $
 115,140
 113,374
 117,909
 65,868
 45,970
 82,763
 22,993
 $
 Total current period gross charge-offs
 $
 —
 —

 Year of Origination
 2023
 2022
 2021
 2020
 2019
 Prior to
 2019
 Revolving
 Loans
 Total

 Loans

 Pass
 $
 11,571
 18,074
 13,746
 5,602
 7,298
 7,819
 9,003
 $
 73,113
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 Total commercial and industrial
 11,626
 18,277
 13,746
 5,602
 7,301
 7,819
 9,003
 —
 —
 —
 —
 —
 Pass
 38,646
 25,382
 1,716
 1,526
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 Total construction and land development
 38,646
 25,382
 1,716
 1,526
 —
 —
 —
 —
 —
 —
 —
 —
 Pass
 12,966
 7,337
 18,548
 10,458
 3,948
 9,786
 2,647
 65,690
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 Total owner occupied
 13,226
 7,337
 18,548
 10,458
 4,781
 9,786
 2,647
 66,783
 —
 —
 —
 —
 —
 —
 —
 —
 Pass
 9,025
 9,873
 3,205
 1,493
 3,881
 11,654
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 Total hotel/motel
 9,025
 9,873
 3,205
 1,493
 3,881
 11,654
 —
 —
 —
 —
 —
 —
 —
 —
 —

 Year of Origination
 2023
 2022
 2021
 2020
 2019
 Prior to
 2019
 Revolving
 Loans
 Total

 Loans

 Multi-family
 Pass
 12,379
 17,955
 1,953
 6,112
 3,790
 3,043
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 Total multi-family
 12,379
 17,955
 1,953
 6,112
 3,790
 3,043
 —
 —
 —
 —
 —
 —
 —
 —
 Other
 Pass
 25,810
 36,076
 31,687
 14,597
 10,736
 15,440
 1,052
 135,398
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 Total other
 25,810
 36,076
 31,687
 14,751
 10,736
 15,440
 1,052
 —
 —
 —
 —
 —
 —
 —
 —
 Pass
 20,147
 20,177
 2,683
 2,665
 1,281
 12,217
 59,419
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 Total consumer mortgage
 20,147
 20,177
 2,683
 2,665
 1,471
 13,153
 60,545
 —
 —
 —
 —
 —
 —
 —
 —
 Pass
 13,398
 12,490
 9,397
 12,209
 5,485
 1,865
 1,478
 56,322
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 Total investment property
 13,482
 12,738
 9,397
 12,442
 5,485
 1,890
 1,478
 56,912
 —
 —
 —
 —
 —
 —
 —
 —
 Pass
 5,688
 3,837
 —
 10,718
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 Total consumer installment
 5,734
 3,873
 —
 —
 —
 —
 Pass
 149,630
 151,201
 83,675
 54,868
 36,645
 62,122
 15,820
 553,961
 —
 —
 1,581
 —
 —
 —
 —
 —
 $
 150,075
 151,688
 83,689
 55,268
 37,671
 63,083
 15,820
 $
 Total current period gross charge-offs
 $
 —
 —

 Allowance for Credit Losses
 The Company adopted ASC 326 on January 1, 2023, which introduced
the Current Expected Credit Losses ("CECL")
 methodology for estimating all expected losses over the life of a financial asset.
Under the CECL methodology,
the
 allowance for credit losses is measured on a collective basis for
pools of loans with similar risk characteristics, and for
 loans that do not share similar risk characteristics with the collectively evaluated
pools, evaluations are performed on an
 individual basis.

 The composition of the provision for (reversal of) credit losses for the respective
periods is presented below.

 Year ended December 31,
 2024
 2023
 Provision for credit losses:
 Loans
 $
 (6)
 $
 Reserve for unfunded commitments
 Total provision for (reversal
of) credit losses
 $
 $

 The following table details the changes in the allowance for credit losses by portfolio
segment for the years ended
 December 31, 2024 and 2023.

 (in thousands)
 Commercial
 and industrial
 Construction
 and land
 Development
 Commercial
 Real Estate
 Residential
 Real Estate
 Consumer
 Installment
 Total
 Balance, December 31, 2022
 $
 3,109
 $
 5,765
 Impact of adopting ASC 326
 ( 17)
 ( 347)
 ( 22)
 1,019
 Charge-offs
 ( 164)
 —
 —
 —
 ( 105)
 ( 269)
 Recoveries
 —
 —
 Net (charge-offs) recoveries
 —
 —
 ( 100)
 ( 46)
 Provision
 ( 31)
 ( 61)
 Balance, December 31, 2023
 $
 1,288
 3,921
 $
 6,863
 Charge-offs
 ( 9)
 —
 —
 ( 61)
 ( 114)
 ( 184)
 Recoveries
 —
 —
 Net recoveries (charge-offs)
 —
 —
 ( 52)
 ( 69)
 Provision
 ( 179)
 ( 79)
 ( 6)
 Balance, December 31, 2024
 $
 1,244
 1,059
 3,842
 $
 6,871

 The Company did not recognize any interest income on nonaccrual loans
during 2024 and 2023.
 The Company designates individually evaluated loans on nonaccrual status as collateral
-dependent loans, as well as other
 loans that management of the Company designates as having higher risk.
Collateral-dependent loans are loans for which
 the repayment is expected to be provided substantially through the operation
or sale of the collateral and the borrower is
 experiencing financial difficulty.
These loans do not share common risk characteristics and are not included within the
 collectively evaluated loans for determining the allowance for credit losses.
Under CECL, for collateral-dependent loans,
 the Company has adopted the practical expedient to measure the allowance
for credit losses based on the fair value of
 collateral.
The allowance for credit losses is calculated on an individual loan basis based
on the shortfall between the fair
 value of the loan's collateral, which
is adjusted for liquidation costs/discounts, and amortized costs.
If the fair value of the
 collateral exceeds the amortized cost, no allowance is required.
 The following table presents the amortized cost basis of collateral dependent loans,
which are individually evaluated to
 determine expected credit losses for the years ended December 31, 2024 and 2023:

 Real
Estate
 Business Assets
 Total Loans
 $
 —
 $
 —
 Total

 $
 $
 $
 —
 $
 Total

 $
 —
 $

 The gross interest income which would have been recorded under the original terms
of those nonaccrual loans had they
 been accruing interest, amounted to approximately $

thousand and $

thousand for the years ended December 31, 2024
 and 2023, respectively.
 The following table summarizes the Company's
nonaccrual loan by major categories as of December 31, 2024 and 2023.

 Nonaccrual loans
 Nonaccrual loans
 Total
 with no Allowance
 with an Allowance
 Nonaccrual Loans
 $
 —
 $
 —
 Total

 $
 $
 December 31, 2023
 $
 —
 $
 —
 Total

 $
 $

 The Company had no modifications to loans made to borrowers experiencing
financial difficulty at December 31, 2024 and
 2023.

 NOTE 6: PREMISES AND EQUIPMENT
 Premises and equipment at December 31, 2024 and 2023 is presented
below.

 2024
 2023
 Land and improvements
 $
 12,800
 12,800
 Buildings and improvements
 36,978
 35,442
 Furniture, fixtures, and equipment
 4,335
 3,986
 Construction in progress
 Total premises and
equipment
 54,151
 52,267
 Less:
accumulated depreciation
 ( 8,220)
 ( 6,732)
 Premises and equipment, net
 $
 45,931
 45,535

 Depreciation expense was approximately $
 1.7

 1.4

million for the years ended December 31, 2024 and 2023,
 respectively, and is a component
of net occupancy and equipment expense in the consolidated statements of earnings.

 NOTE 7: MORTGAGE SERVICING
RIGHTS, NET

 MSRs are recognized
based on the
fair value of
the servicing rights
on the date
the corresponding mortgage
loans are sold.

 An
estimate
of
the
MSRs
is
determined
using
assumptions
that
market
participants
would
use
in
estimating
 future net
servicing income,
including estimates
of prepayment
speeds, discount
rate, default
rates, cost
to service,
escrow
 account earnings,
contractual servicing
fee income,
ancillary income,
and late
fees.
Subsequent to
the date
of transfer,
the
has
elected
to
measure
its
MSRs
under
the
amortization
method.
Under
the
amortization
method,
MSRs
are
 amortized in proportion
to, and over
the period of,
estimated net servicing
income. Servicing
fee income is
recorded net
of
 related amortization expense and recognized in earnings as part of mortgage
lending income.

 The Company has recorded MSRs related to loans sold without recourse to
Fannie Mae.
The Company generally sells
 conforming, fixed-rate, closed-end, residential mortgages to Fannie Mae.
MSRs are included in other assets on the
 accompanying consolidated balance sheets.
 The Company evaluates MSRs for impairment on a quarterly basis.
Impairment is determined by stratifying MSRs into
 groupings based on predominant risk characteristics, such as interest rate and loan
type.
If, by individual stratum, the
 carrying amount of the MSRs exceeds fair value, a valuation allowance is established.
The valuation allowance is adjusted
 as the fair value changes.
Changes in the valuation allowance are recognized in earnings as a component
of mortgage
 lending income.
 The following table details the changes in amortized MSRs and the related valuation
allowance for the years ended
 December 31, 2024 and 2023.

 2024
 2023
 Beginning balance
 $
 1,151
 Additions, net
 Amortization expense
 ( 179)
 ( 197)
 Ending balance
 $
 Valuation
allowance included in MSRs, net:
 Beginning of period
 $
 —
 —
 End of period
 —
 —
 Fair value of amortized MSRs:
 Beginning of period
 $
 2,382
 2,369
 End of period
 2,204
 2,382

 Data and assumptions used in the fair value calculation related to MSRs at December
31, 2024 and 2023, respectively,
are
 presented below.

 2024
 2023
 Unpaid principal balance
 $
 205,915
 216,648
prepayment speed (CPR)
 7.3
 %
 6.0
 Discount rate (annual percentage)
 10.0
 %
 10.5
coupon interest rate
 3.6
 %
 3.5
remaining maturity (months)
servicing fee (basis points)
 25.0
 25.0

 At December 31, 2024, the weighted average amortization period
for MSRs was
 7.1

years.
Estimated amortization expense
 for each of the next five years is presented below.

 2025
 $
 2026
 2027
 2028
 2029

 NOTE 8:
DEPOSITS
 At December 31, 2024, the scheduled maturities of certificates of deposit
and other time deposits are presented below.

 2025
 $
 174,608
 2026
 7,972
 2027
 6,267
 2028
 1,636
 2029
 Thereafter
 —
 Total certificates of
deposit and other time deposits

 $
 191,247

 Additionally, at December
31, 2024 and 2023, approximately $
 87.7

 97.6

million, respectively, of certificates
 of deposit and other time deposits were issued in denominations greater
than $250 thousand.
 At December 31, 2024 and 2023, the amount of deposit accounts in overdraft
status that were reclassified to loans on the
 accompanying consolidated balance sheets was not material.

 NOTE 9: LEASE COMMITMENTS
 We lease certain office
facilities and equipment under operating leases. Rent expense for all operating
leases totaled $
 0.1
 0.2

million for the years ended December 31, 2024 and 2023, respectively.
Aggregate lease right of use assets
 were $
 0.2

 0.5

million at December 31, 2024 and 2023, respectively.
Aggregate lease liabilities were $0.2
 0.5

million at December 31, 2024 and 2023, respectively.
Rent expense includes amounts related to items that
 are not included in the determination of lease right of use assets including expenses
related to short-term leases totaling
 $
 0.1

million for the year ended December 31, 2024.
 Lease payments under operating leases that were applied to our operating lease
liability totaled $
 0.1

million during the year
 ended December 31, 2024. The following table reconciles future undiscounted
lease payments due under non-cancelable
 operating leases (those amounts subject to recognition) to the aggregate
operating lease liability as of December 31, 2024.

 Future lease
 payments
 2025
 $
 2026
 2027
 2028
 2029
 —
 Thereafter
 —
 Total undiscounted
operating lease liabilities
 $
 Imputed interest
 Total operating lease liabilities
included in the accompanying consolidated balance sheets
 $
 Weighted-average
lease terms in years
 3.47
 Weighted-average
discount rate
 3.20
 %

 NOTE 10:
INCOME TAXES
 For the years ended December 31, 2024 and 2023 the components of
income tax expense from continuing operations are
 presented below.

 2024
 2023
 Current income tax expense (benefit):
 Federal
 $
 ( 448)
 State
 ( 134)
 Total current
income tax expense (benefit)
 1,562
 ( 582)
 Deferred income tax expense (benefit):
 Federal
 ( 293)
 State
 ( 35)
 Total deferred income
tax expense (benefit)
 ( 195)
 Total income
tax expense (benefit)
 $
 2,000
 ( 777)

 Total income
tax expense differs from the amounts computed by applying the
statutory federal income tax rate of 21% to
 earnings before income taxes.
A reconciliation of the differences for the years ended December
31, 2024 and 2023, is
 presented below.

 2024
 2023
 Percent of
 Percent of
 pre-tax
 pre-tax
 earnings
 earnings
 Earnings before income taxes
 $
 8,397
 Income taxes at statutory rate
 1,763
 21.0
 %
 21.0
 %
 Tax-exempt interest
 ( 290)
 ( 3.5)
 ( 493)
 ( 79.8)
 State income taxes, net of

 federal tax effect
 4.6
 ( 43)
 ( 7.0)
 New Markets Tax Credit
 ( 58)
 ( 0.7)
 ( 356)
 ( 57.6)
 Bank-owned life insurance
 ( 85)
 ( 1.0)
 ( 88)
 ( 14.2)
 Other
 3.4
 11.9
 Total income
tax expense (benefit)
 $
 2,000
 23.8
 %
 ( 777)
 ( 125.7)
 %

 At December 31, 2024 and 2023, the Company had a net deferred tax
asset of $10.2 million and $10.3 million, respectively,
 included in other assets on the consolidated balance sheet.
The tax effects of temporary differences that give rise to
 significant portions of the deferred tax assets and deferred tax liabilities at December
31, 2024 and 2023 are presented
 below.

 2024
 2023
 Deferred tax assets:
 Allowance for credit losses
 $
 1,726
 1,724
 Unrealized loss on securities
 9,929
 9,734
 Net operating loss carry-forwards

—

 Tax credit carry-forwards

—

 Accrued bonus

 Right of use liability
 Other
 Total deferred tax
assets
 12,019
 12,451
 Deferred tax liabilities:
 Premises and equipment
 1,212
 1,315
 Originated mortgage servicing rights
 Right of use asset
 New Markets Tax Credit
investment

—

 Other
 Total deferred tax
liabilities
 1,827
 2,199
 Net deferred tax asset
 $
 10,192
 10,252

 A valuation allowance is recognized for a deferred tax asset if, based on the weight of
available evidence, it is more-likely-
 than-not that some portion of the entire deferred tax asset will not be realized.
The ultimate realization of deferred tax
 assets is dependent upon the generation of future taxable income during
the periods in which those temporary differences
 become deductible.
Management considers the scheduled reversal of deferred tax liabilities, projected
future taxable
 income and tax planning strategies in making this assessment. Based upon
the level of historical taxable income and
 projection for future taxable income over the periods which the temporary
differences resulting in the remaining deferred
 tax assets are deductible, management believes it is more-likely-than-not
that the Company will realize the benefits of these
 deductible differences at December 31, 2024.
The amount of the deferred tax assets considered realizable, however,
could
 be reduced in the near term if estimates of future taxable income are reduced.

 The change in the net deferred tax asset for the years ended December 31, 2024
and 2023, is presented

below.

 2024
 2023
 Net deferred tax asset (liability):
 Balance, beginning of year
 $
 10,252
 13,769
 Cumulative effect of change in accounting standard
 Deferred tax expense (benefit) related to continuing operations
 ( 438)
 Stockholders' equity,
for accumulated other comprehensive income
 ( 3,988)
 Balance, end of year
 $
 10,192
 10,252

 ASC 740,
 Income Taxes,

defines the threshold for recognizing the benefits of tax return positions in the financial
statements
 as "more-likely-than-not" to be sustained by the taxing authority.
This section also provides guidance on the de-
 recognition, measurement, and classification of income tax uncertainties
in interim periods.
As of December 31, 2024, the
 Company had no unrecognized tax benefits related to federal or state income tax matters.
The Company does not anticipate
 any material increase or decrease in unrecognized tax benefits during
2025 relative to any tax positions taken prior to
 December 31, 2024.
As of December 31, 2024, the Company has accrued no interest and no penalties related to
uncertain
 tax positions.
It is the Company's policy to recognize
interest and penalties related to income tax matters in income tax
 expense.

 The Company and its subsidiaries file consolidated U.S. federal and
State of Alabama income tax returns.
The Company is
 currently open to audit under the statute of limitations by the Internal Revenue Service
and the State of Alabama for the
 years ended December 31, 2021 through 2024.

 NOTE 11:
EMPLOYEE BENEFIT PLAN
 The Company sponsors a qualified defined contribution retirement plan,
the Auburn National Bancorporation, Inc. 401(k)
 Plan (the "Plan").
Eligible employees may contribute up to 100% of eligible compensation, subject to
statutory limits upon
 completion of 2 months of service.
Furthermore, the Company allows employer Safe Harbor contributions.
Participants are
 immediately vested in employer Safe Harbor contributions. The Company's matching
contributions on behalf of
 participants were equal to $1.00 for each $1.00 contributed by participants, up
to 3% of each participant's
eligible
 compensation, and $0.50 for every $1.00 contributed by participants, above
3% up to 5% of each participant's
eligible
 compensation, for a maximum matching contribution of 4% of the participants' eligible
compensation. Company matching
 contributions to the Plan were approximately $
 0.3

million for both of the years ended December 31, 2024 and 2023,
 respectively, and are
included in salaries and benefits expense.

 NOTE 12:
COMMITMENTS AND CONTINGENT LIABILITIES
 Credit-Related Financial Instruments
 The Company is party to credit related financial instruments with off
-balance sheet risk in the normal course of business to
 meet the financing needs of its customers.
These financial instruments include commitments to extend credit and standby
 letters of credit.
Such commitments involve, to varying degrees, elements of credit and interest rate risk in
excess of the
 amount recognized in the consolidated balance sheets.
 The Company's exposure
to credit loss is represented by the contractual amount of these commitments.
The Company
 follows the same credit policies in making commitments as it does for on-balance
sheet instruments.
 At December 31, 2024 and 2023, the following financial instruments were
outstanding whose contract amount represents
 credit risk.

 2024
 2023
 Commitments to extend credit
 $
 84,667
 $
 73,606
 Standby letters of credit

 Commitments to extend credit are agreements to lend to a customer provided
there is no violation of any condition
 established in the commitment agreement and provided the commitments
are not otherwise cancelable by the Bank.

 Commitments generally have fixed expiration dates or other termination
clauses and may require payment of a fee.
The
 commitments for lines of credit may expire without being drawn upon.
Therefore, total commitment amounts do not
 necessarily represent future cash requirements.
The amount of collateral obtained, if it is deemed necessary by the
 Company, is based on
management's credit evaluation of the customer.
The Company records an allowance for credit
 losses on off-balance sheet exposures, unless the commitments to
extend credit are unconditionally cancelable, through a
 charge to provision for credit losses in the Company's
Consolidated Statement of Earnings.
The allowance for credit losses
 related to unfunded commitments was $
 0.3

million at both December 31, 2024 and 2023, respectively,
and is included in
 other liabilities on the Company's
Consolidated Balance Sheet.

 See "Note 1: Summary of Significant Accounting Policies –
 Allowance for credit losses – Unfunded
commitments."
 Standby letters of credit are conditional commitments issued by the
Company to guarantee the performance of a customer
 to a third party.
The credit risk involved in issuing letters of credit is essentially the same as that involved
in extending loan
 facilities to customers.
The Company holds various assets as collateral, including accounts receivable,
inventory,
 equipment, marketable securities, and property to support those commitments
for which collateral is deemed necessary.

 The Company has a recorded a liability for the estimated fair value of these
standby letters of credit in the amount of $
 thousand and $

thousand at December 31, 2024 and 2023, respectively.
 Contingent Liabilities
 The Company and the Bank are involved in various legal proceedings, arising
in connection with their business.
In the
 opinion of management, based upon consultation with legal counsel, the
ultimate resolution of these proceedings will not
 have a material adverse effect upon the consolidated
financial condition or results of operations of the Company and the
 Bank.

 NOTE 13: FAIR VALUE

Hierarchy
 "Fair value" is defined by ASC 820,
Measurements and Disclosures
, as the price that would be received to sell
 an asset or paid to transfer a liability in an orderly transaction occurring in the principal
market (or most advantageous
 market in the absence of a principal market) for an asset or liability at the measurement
date.
GAAP establishes a fair
 value hierarchy for valuation inputs that gives the highest priority to
quoted prices in active markets for identical assets or
 liabilities and the lowest priority to unobservable inputs.
The fair value hierarchy is as follows:
 Level 1—inputs to the valuation methodology are quoted prices, unadjusted,
for identical assets or liabilities in active
 markets.

 Level 2—inputs to the valuation methodology include quoted prices for similar assets and
liabilities in active markets,
 quoted prices for identical or similar assets or liabilities in markets that are not
active, or inputs that are observable for the
 asset or liability, either directly
or indirectly.

 Level 3—inputs to the valuation methodology are unobservable and reflect
the Company's own assumptions about
the
 inputs market participants would use in pricing the asset or liability.

 Level changes in fair value measurements

 Transfers between levels of the fair value hierarchy
are generally recognized at the end of the reporting period.
The
 Company monitors the valuation techniques utilized for each category
of financial assets and liabilities to ascertain when
 transfers between levels have been affected.
The nature of the Company's financial
assets and liabilities generally is such
 that transfers in and out of any level are expected to be infrequent. For the years ended
December 31, 2024 and 2023, there
 were no transfers between levels and no changes in valuation techniques for
the Company's financial assets and liabilities.

 Assets and liabilities measured at fair value on a recurring
basis
 Securities available-for-sale
 Fair values of securities available for sale were primarily measured
using Level 2 inputs.
For these securities, the Company
 obtains pricing from third party pricing services.
These third-party pricing services consider observable data that may
 include broker/dealer quotes, market spreads, cash flows, market consensus
prepayment speeds, benchmark yields, reported
 trades for similar securities, credit information and the securities' terms and conditions.
On a quarterly basis, management
 reviews the pricing received from the third-party pricing services for
reasonableness given current market conditions.
As
 part of its review, management
may obtain non-binding third party broker quotes to validate the fair value measurements.

 In addition, management will periodically submit pricing provided by
the third-party pricing services to another
 independent valuation firm on a sample basis.
This independent valuation firm will compare the price provided by
the
 third-party pricing service with its own price and will review the significant assumptions
and valuation methodologies used
 with management.
 The following table presents the balances of the assets and liabilities measured at fair
value on a recurring as of December
 31, 2024 and 2023, respectively,
by caption, on the accompanying consolidated balance sheets by ASC 820 valuation
 hierarchy (as described above).

 Quoted Prices in
 Significant
 Active Markets
 Other
 Significant
 for
 Observable
 Unobservable
 Identical Assets
 (Level 1)
 (Level 2)
 (Level 3)
 Securities available-for-sale:

 $
 —
 —
 —
 —
 16,925
 —
 16,925
 —
 Total securities available
-for-sale
 —
 —
 Total
assets at fair value
 $
 —
 —
 Securities available-for-sale:

 $
 —
 —
 198,289
 —
 198,289
 —
 18,742
 —
 18,742
 —
 Total securities available
-for-sale
 —
 —
 Total
assets at fair value
 $
 —
 —

 Assets and liabilities measured at fair value on a nonrecurring
basis
 Collateral Dependent Loans
 Collateral dependent loans are measured at the fair value of the collateral securing
loan less estimated selling costs.
The
 fair value of real estate collateral is determined based on real estate appraisals
which are generally based on recent sales of
 comparable properties which are then adjusted for property specific factors.
Non-real estate collateral is valued based on
 various sources, including third party asset valuations and internally determined
values based on cost adjusted for
 depreciation and other judgmentally determined discount factors.
Collateral dependent loans are classified within Level 3
 of the hierarchy due to the unobservable inputs used in determining their
fair value such as collateral values and the
 borrower's underlying financial condition.

 Mortgage servicing rights, net
 Mortgage servicing rights, net, included in other assets on the accompanying consolidated
balance sheets, are carried at the
 lower of cost or estimated fair value.
MSRs do not trade in an active market with readily observable prices.
To determine
 the fair value of MSRs, the Company engages an independent third party.
The independent third party's valuation
model
 calculates the present value of estimated future net servicing income
using assumptions that market participants would use
 in estimating future net servicing income, including estimates of prepayment
speeds, discount rate, default rates, cost to
 service, escrow account earnings, contractual servicing fee income,
ancillary income, and late fees.
Periodically, the
 Company will review broker surveys and other market research to validate
significant assumptions used in the model.
The
 significant unobservable inputs include prepayment speeds or the constant prepayment
rate ("CPR") and the weighted
 average discount rate.
Because the valuation of MSRs requires the use of significant unobservable inputs, all of the
 Company's MSRs are classified
within Level 3 of the valuation hierarchy.

 The following table presents the balances of the assets and liabilities measured at fair
value on a nonrecurring basis as of
 December 31, 2024 and 2023, respectively,
by caption, on the accompanying consolidated balance sheets and by ASC 820
 valuation hierarchy (as described above):

 Quoted Prices in
 Active Markets
 Other
 Significant
 for
 Observable
 Unobservable
 Identical Assets
 (Level 1)
 (Level 2)
 (Level 3)
 Loans, net
 (1)
 $
 —
 —
 (2)
 —
 —
 Total assets at fair value
 $
 1,395
 —
 —
 1,395
 Loans, net
 (1)
 $
 —
 —
 (2)
 —
 —
 Total assets at fair value
 $
 1,775
 —
 —
 1,775
 (1)
 Loans considered collateral dependent under ASC 326.
 (2)
 Represents MSRs, net carried at lower of cost or estimated fair value.

 Quantitative Disclosures for Level 3 Fair Value
Measurements
 At December 31, 2024 and 2023, the Company had no Level 3 assets measured at fair value
on a recurring basis.
For Level
 3 assets measured at fair value on a non-recurring basis as of December 31, 2024
and 2023, the significant unobservable
 inputs used in the fair value measurements are presented below.

 Weighted
 Carrying
 Significant
 Valuation Technique

Unobservable Input
 Range
 of Input
 Collateral dependent loans
 $
 Appraisal
 Appraisal discounts
 10.0
 -
 10.0
 %
 10.0
 %
 Mortgage servicing rights, net
 Discounted cash flow
 Prepayment speed or CPR
 6.7
 -
 11.2
 %
 7.3
 %

 Discount rate
 10.0
 -
 12.0
 %
 10.0
 %
 Collateral dependent loans
 $
 Appraisal
 Appraisal discounts
 10.0
 -
 10.0
 %
 10.0
 %
 Mortgage servicing rights, net
 Discounted cash flow
 Prepayment speed or CPR
 5.9
 -
 10.6
 %
 6.0
 %

 Discount rate
 10.5
 -
 12.5
 %
 10.5
 %

of Financial Instruments
 ASC 825,
 Financial Instruments
, requires disclosure of fair value information about financial instruments,
whether or not
 recognized on the face of the balance sheet, for which it is practicable to estimate
that value. The assumptions used in the
 estimation of the fair value of the Company's
financial instruments are explained below.
Where quoted market prices are
 not available, fair values are based on estimates using discounted cash flow
analyses. Discounted cash flows can be
 significantly affected by the assumptions used, including
the discount rate and estimates of future cash flows. The
 following fair value estimates cannot be substantiated by comparison
to independent markets and should not be considered
 representative of the liquidation value of the Company's
financial instruments, but rather are good faith estimates of the fair
 value of financial instruments held by the Company.
ASC 825 excludes certain financial instruments and all nonfinancial
 instruments from its disclosure requirements.

 The following methods and assumptions were used by the Company in estimating
the fair value of its financial instruments:

 Loans, net
 Fair values for loans were calculated using discounted cash flows. The discount
rates reflected current rates at which similar
 loans would be made for the same remaining maturities.
Expected future cash flows were projected based on contractual
 cash flows, adjusted for estimated prepayments.
The fair value of loans was measured using an exit price notion.
 Time Deposits
 Fair values for time deposits were estimated using discounted cash
flows. The discount rates were based on rates currently
 offered for deposits with similar remaining maturities.
 The carrying value, related estimated fair value, and placement in the fair value hierarchy
of the Company's financial
 instruments at December 31, 2024 and 2023 are presented below.
This table excludes financial instruments for which the
 carrying amount approximates fair value.
Financial assets for which fair value approximates carrying value included
cash
 and cash equivalents.
Financial liabilities for which fair value approximates carrying value included
noninterest-bearing
 demand deposits, interest-bearing demand deposits, and savings deposits.
Fair value approximates carrying value in these
 financial liabilities due to these products having no stated maturity.
Additionally, financial liabilities for which
fair value
 approximates carrying value included overnight borrowings such
as federal funds purchased and securities sold under
 agreements to repurchase.
 The following table summarizes our fair value estimates:

 Fair Value Hierarchy
 Carrying

 Estimated
 Level 1
 Level 2
 Level 3
 amount
 fair value
 inputs
 inputs
 Financial Assets:
 Loans, net (1)
 $
 557,146
 $
 532,344
 $
 —
 $
 —
 $
 532,344
 Financial Liabilities:
 Time Deposits
 $
 191,247
 $
 190,363
 $
 —
 $
 190,363
 $
 —
 Financial Assets:
 Loans, net (1)
 $
 550,431
 $
 526,372
 $
 —
 $
 —
 $
 526,372
 Financial Liabilities:
 Time Deposits
 $
 198,215
 $
 195,171
 $
 —
 $
 195,171
 $
 —
 (1) Represents loans, net and the allowance for credit losses.
The fair value of loans was measured using an
exit price notion.

 NOTE 14: RELATED PARTY
TRANSACTIONS
 The Bank has made, and expects in the future to continue to make in the
ordinary course of business, loans to directors and
 executive officers of the Company,
the Bank, and their immediate families and affiliates.
These persons, corporations, and
 firms have had transactions in the ordinary course of business with the Company
and Bank, including borrowings, all of
 which management believes were on substantially the same terms, including
interest rates and collateral, as those prevailing
 at the time of comparable transactions with unaffiliated persons and
did not involve more than the normal risk of
 collectability or present other unfavorable features.
A summary of such outstanding loans is presented below:

 Loans outstanding at December 31, 2023
 $
 1,897
 New loans/advances
 Repayments
 Loans outstanding at December 31, 2024
 $
 1,761

 During 2024 and 2023, certain executive officers
,
directors and principal shareholders of the Company and the Bank,
 including companies and related parties with which they are affiliated,
were deposit customers of the bank.
Total deposits
 for these persons at December 31, 2024 and 2023 amounted to $
 9.9

 21.1

million, respectively.

 NOTE 15: REGULATORY
RESTRICTIONS AND CAPITAL
RATIOS
 As required by the Economic Growth, Regulatory Relief, and Consumer Protection
Act of 2018, the Federal Reserve Board
 issued rule that expanded applicability of the Board's
small bank holding company policy statement (the "Small BHC
 Policy Statement") and has been added as Appendix C to Federal Reserve Regulation
Y.
These increased the Small BHC
 Policy Statement's asset limit from
$1 billion to $3 billion in total consolidated assets for a bank holding company or
 savings and loan holding company that: (1) is not engaged in significant nonbanking activities; (2)
does not conduct
 significant off-balance sheet activities; and (3) does not have a materi
al amount of debt or equity securities, other than trust-
 preferred securities, outstanding that are registered with the SEC. The interim
final rule provides that, if warranted for
 supervisory purposes, the Federal Reserve may exclude a company from
this asset level increase. The Federal Reserve has
 treated the Company as a small bank holding company for purposes of
the Small BHC Policy Statement and therefore has
 considered only the Bank's capital and
not the Company's consolidated capital.

 The Bank remains subject to regulatory capital requirements of
the Alabama Banking Department and the Federal Reserve.
 Failure to meet minimum capital requirements can initiate certain mandatory
- and possibly additional discretionary -
 actions by regulators that, if undertaken, could have a direct material effect
on the Company's financial statements.
Under
 capital adequacy guidelines and the regulatory framework for prompt corrective
action, the Bank must meet specific capital
 guidelines that involve quantitative measures of their assets, liabilities and certain
off-balance sheet items as calculated
 under regulatory accounting practices. The capital amounts and classification
are also subject to qualitative judgments by
 the regulators about components, risk weightings, necessary capital to support
risks and other factors.
Notwithstanding the
 minimum capital requirements, Federal Reserve Regulation Q states that a Federal Reserve
-regulated institution must
 maintain capital commensurate with the level and nature of all risks to which such
institution is exposed.
 Federal Reserve Regulation Q limits "distributions" and discretionary
bonus payments from eligible retained income" by
 sate member banks, such as the Bank, unless its capital conservation
buffer of common equity Tier 1 capital ("CET1")
 exceeds 2.5%. "Distributions" include dividends declared or paid on common
stock, and stock repurchases, redemptions or
 repurchases of Tier 2 capital instruments (unless
replaced by a capital instrument in the same quarter). "Eligible retained
 income" for the Bank and other Federal Reserve regulated institutions is the greater
of:
 (A) The Board-regulated institution's net income, calculated in accordance
with the instructions to the institution's
FR Y–
 9C or Call Report, for the four calendar quarters preceding the current calendar
quarter, net of any distributions and
 associated tax effects not already reflected in net income; and

 (B) The average of the Board-regulated institution's
net income, calculated in accordance with the instructions to the
 institutions' FR Y–9C or Call Report, as applicable, for the four calendar
quarters preceding the current calendar quarter.

 The Bank's Call Report is used for
its calculation of "eligible retained income".
 As of December 31, 2024, the Bank is "well capitalized" under the regulatory framework
for prompt corrective action. To
 be categorized as "well capitalized," the Bank must maintain minimum common
equity Tier 1, total risk-based, Tier
1 risk-
 based, and Tier 1 leverage ratios as set forth in the
following table. Management has not received any notification from the
 Bank's regulators that changes the Bank's
regulatory capital status.

 The actual capital amounts and ratios for the Bank and the aforementioned
minimums as of December 31, 2024 and 2023
 are presented below.

 Minimum for capital
 Minimum to be

 Actual
 adequacy purposes
 well capitalized
 Ratio
 Ratio
 Ratio
 At December 31, 2024:
 Tier 1 Leverage Capital
 $
 106,288
 10.49
 %
 $
 40,543
 4.00
 %
 $
 50,679
 5.00
 %
 CET1 Risk-Based Capital
 106,288
 14.80
 32,307
 4.50
 46,665
 6.50
 Tier 1 Risk-Based Capital
 106,288
 14.80
 43,075
 6.00
 57,434
 8.00
 Total Risk-Based Capital
 113,487
 15.81
 57,434
 8.00
 71,792
 10.00
 At December 31, 2023:
 Tier 1 Leverage Capital
 $
 103,886
 9.72
 %
 $
 42,732
 4.00
 %
 $
 53,415
 5.00
 %
 CET1 Risk-Based Capital
 103,886
 14.52
 32,194
 4.50
 46,503
 6.50
 Tier 1 Risk-Based Capital
 103,886
 14.52
 42,926
 6.00
 57,234
 8.00
 Total Risk-Based Capital
 111,035
 15.52
 57,234
 8.00
 71,543
 10.00

 Dividends paid by the Bank are a principal source of funds available to the Company
for payment of dividends to its
 stockholders and for other needs which are restricted by Alabama and Federal law and
regulations as described above.
 Capital adequacy considerations could further limit the availability of dividends
from the Bank. At December 31, 2024, the
 Bank could have declared additional dividends of approximately $
 9.7

million without prior approval of regulatory
 authorities.
As a result of this limitation, approximately $
 67.2

million of the Company's investment in
the Bank was
 restricted from transfer in the form of dividends.

 NOTE 16: AUBURN NATIONAL
BANCORPORATION
(PARENT COMPANY)
 The Parent Company's condensed
balance sheets and related condensed statements of earnings and
cash flows are as
 follows.

 CONDENSED BALANCE SHEETS
 2024
 2023
 Assets:
 Cash and due from banks
 $
 1,001
 1,277
 Investment in bank subsidiary
 76,852
 74,857
 $
 78,385
 76,657
 Liabilities:
 Accrued expenses and other liabilities
 $
 Total liabilities
 Stockholders' equity
 78,292
 76,507
 Total liabilities and stockholders'
equity
 $
 78,385
 76,657

 CONDENSED STATEMENTS
OF EARNINGS
 2024
 2023
 Income:
 Dividends from bank subsidiary
 $
 3,773
 3,776
 Noninterest income
 Total income
 3,774
 3,784
 Expense:
 Noninterest expense
 Total expense
 Earnings before income tax expense and equity
 in undistributed (distributed) earnings of bank subsidiary
 3,516
 3,545
 Income tax benefit
 ( 46)
 ( 30)
 Earnings before equity in undistributed (distributed) earnings
 of bank subsidiary
 3,562
 3,575
 Equity in undistributed (distributed) earnings of bank subsidiary
 2,835
 ( 2,180)
 $
 6,397
 1,395

 CONDENSED STATEMENTS
OF CASH FLOWS
 2024
 2023
 Cash flows from operating activities:
 $
 6,397
 1,395
 Adjustments to reconcile net earnings to net cash
 provided by operating activities:
 Net increase in other assets
 ( 9)
 ( 1)
 Net (decrease) increase in other liabilities
 ( 56)
 Equity in (undistributed) distributed earnings of bank subsidiary
 ( 2,835)
 2,180
 Net cash provided by operating activities
 3,497
 3,582
 Cash flows from financing activities:
 Dividends paid
 ( 3,776)
 Stock repurchases
 —
 ( 229)
 Net cash used in financing activities
 ( 4,005)
 Net change in cash and cash equivalents
 ( 276)
 ( 423)
 Cash and cash equivalents at beginning of period
 1,277
 1,700
 Cash and cash equivalents at end of period
 $
 1,001
 1,277

 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND
 FINANCIAL DISCLOSURE
 Not applicable.
 ITEM 9A. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
 As required by Rule 13a-15(b) under the Securities Exchange Act of 1934
(the "Exchange Act"), the Company's
 management, under the supervision and with the participation of its principal
executive and principal financial officer,
 conducted an evaluation as of the end of the period covered by this report,
of the effectiveness of the Company's
disclosure
 controls and procedures as defined in Rule 13a-15(e) under
the Exchange Act. Based on that evaluation, and the results of
 the audit process described below,
the Chief Executive Officer and Chief Financial Officer
concluded that the Company's
 disclosure controls and procedures were effective to ensure
that information required to be disclosed in the Company's
 reports under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the
 SEC's rules and regulations,
and that such information is accumulated and communicated to the Company's
management,
 including the Chief Executive Officer and the Chief Financial Officer,
as appropriate, to allow timely decisions regarding
 disclosure.

 Management's Report on Internal Control
Over Financial Reporting
 The Company's management is responsible
for establishing and maintaining adequate internal control over financial
 reporting. The Company's internal
control system was designed to provide reasonable assurance to the Company's
 management and board of directors regarding the preparation and fair
presentation of published financial statements. All
 internal control systems, no matter how well designed, have inherent
limitations. Therefore, even those systems determined
 to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation.

 Under the direction of the Company's
Chief Executive Officer and Chief Financial Officer,
management has assessed the
 effectiveness of the Company's
internal control over financial reporting as of December 31, 2024 in
accordance with the
 criteria set forth by the Committee of Sponsoring Organizations
of the Treadway Commission ("COSO") in Internal
 Control – Integrated Framework (2013). Based on this assessment, management
has concluded that such internal control
 over financial reporting was effective as of December 31,
2024.

 This annual report does not include an attestation report of the Company's
independent registered public accounting firm
 regarding internal control over financial reporting because it is a smaller reporting
company.

 Changes in Internal Control Over Financial Reporting
 During the period covered by this report, there has not been any change
in the Company's internal controls over
 reporting that has materially affected, or is reasonably likely to materially
affect, the Company's
internal controls over
 financial reporting.

 ITEM 9B.
OTHER INFORMATION
 Trading Plans.
None.
 Insider Trading Policy.
The Company maintains an Insider Trading
Policy that was reviewed, amended and approved most
 recently on February 5, 2025.
This Policy applies to employees and officers of the Company and
its subsidiaries
 (collectively, the
"Company"), (2) members of the boards of directors of the Company,
the Bank and subsidiaries (the
 "Board"), advisory directors and Board observers, and (3) consultants
or independent contractors whose business
 relationship with the Company provides access to Material Nonpublic
Information regarding the Company,
and certain of
 their family members.
It also includes a Policy on Company Trading in its Securities to promote
compliance with Nasdaq
 listing standards and any insider trading laws, which are applicable to the Company.
A complete copy of the Insider
 Trading Policy is filed as Exhibit 19.1 to this Annual
Report on Form 10-K.
 ITEM 9C.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT
PREVENT INSPECTION
 None.

 PART
III

 ITEM 10.
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
 Information required by this item is set forth under the headings "Proposal One:
Election of Directors - Information about
 Nominees for Directors," and "Executive Officers,"
"Additional Information Concerning the Company's
Board of
 Directors and Committees," "Executive Compensation," "Audit Committee
Report" and "Compliance with Section 16(a) of
 the Securities Exchange Act of 1934" in our Proxy Statement, and
is incorporated herein by reference.
 The Board of Directors has adopted a Code of Conduct and Ethics applicable
to the Company's directors, officers
and
 employees, including the Company's
principal executive officer, principal
financial and principal accounting officer,
 controller and other senior financial officers performing
similar functions. The Code of Conduct and Ethics, as well as the
 charters for the Audit Committee, Compensation Committee, and the Nominating
and Corporate Governance Committee,
 can be found by hovering over the heading "About Us" on the Company's
website,
 www.auburnbank.com
, and then
 clicking on "Investor Relations", and then clicking on "Governance
Documents".
In addition, this information is available
 in print to any shareholder who requests it. Written requests
for a copy of the Company's Code
of Conduct and Ethics or
 the Audit Committee, Compensation Committee, or Nominating and
Corporate Governance Committee Charters may be
 sent to Auburn National Bancorporation, Inc., 100 N. Gay Street, Auburn,
Alabama 36830, Attention: Marla Kickliter,
 Senior Vice President of
Compliance and Internal Audit. Requests may also be made via telephone by
contacting Marla
 Kickliter, Senior Vice
President of Compliance and Internal Audit, or Laura Carrington,
Vice President of Human
 Resources, at (334) 821-9200.
 ITEM 11.
EXECUTIVE COMPENSATION

 Information required by this item is set forth under the headings "Corporate
Governance," "Executive Officers" and
 "Executive Compensation"
in the Proxy Statement, and is incorporated herein by reference.
 ITEM 12.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND
 RELATED STOCKHOLDER
MATTERS
 Information required by this item is set forth under the headings "Proposal
One: Election of Directors - Information about
 Nominees for Directors and Executive Officers,"
"Equity Compensation Plan Information" and "Stock Ownership by
 Certain Persons" in the Proxy Statement, and is incorporated herein
by reference.
 ITEM 13. CERTAIN
RELATIONSHIPS
AND RELATED
TRANSACTIONS AND DIRECTOR INDEPENDENCE

 Information required by this item is set forth under the headings "Proposal
One: Election of Directors – Information about
 Nominees for Directors and Executive Officers," "Corporate
Governance" and "Certain Transactions and
Business
 Relationships" in the Proxy Statement, and is incorporated herein by reference.
 ITEM 14.
PRINCIPAL ACCOUNTING
FEES AND SERVICES

 Information required by this item is set forth under the heading Proposal 4:
"Ratification of Independent Public
 Accountants" in our Proxy Statement, and is incorporated herein by reference.

 PART
IV

 ITEM 15.
 EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES

 (a)
 List of all Financial Statements

 The following consolidated financial statements and report of independent
registered public accounting firm of the
 Company are included in this Annual Report on Form 10-K:

 Report of Independent Registered Public Accounting Firm (Elliott Davis, LLC, Greenville,
South Carolina, PCAOB
 Firm ID: 149)

 Consolidated Balance Sheets as of December 31, 2024 and 2023

 Consolidated Statements
of Earnings for the years ended December 31, 2024 and 2023

 Consolidated Statements of Comprehensive Income for the years ended
December 31, 2024 and 2023

 Consolidated Statements of Stockholders' Equity for the years ended
December 31, 2024 and 2023
 Consolidated Statements of Cash Flows for the years ended December
31, 2024 and 2023
 Notes to the Consolidated Financial Statements

 (b)
 Exhibits

 3.1.
 Certificate of Incorporation of Auburn National Bancorporation, Inc. (incorporated by reference from
 Registrant's Form 10-Q dated June 30, 2002 (File No. 000-26486)).

 3.2.
 Amended and Restated Bylaws of Auburn National Bancorporation, Inc., adopted as of November 13, 2007
 (incorporated by reference from Registrant's Form 10-K dated March 31, 2008 (File No. 000-26486)).

 4.1.
 Description of the Registrant's Securities

 19.1
 Insider Trading Policy

 21.1
 Subsidiaries of Registrant

 23.1
 Consent of Independent Registered Public Accounting Firm

 31.1
 Certification signed by the Chief Executive Officer pursuant to SEC Rule 13a-14(a).

 31.2
 Certification signed by the Chief Financial Officer pursuant to SEC Rule 13a-14(a).

 32.1
 Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of the Sarbanes -Oxley
 Act of 2002 by David A. Hedges, President and Chief Executive Offi cer *

 32.2
 Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of the Sarbanes -Oxley
 Act of 2002 by W. James Walker, IV, Senior Vice President and Chief Financial Officer.*

 97.1
 Policy Relating to Recovery of Erroneously Awarded Compensation (included by reference from Registrant's
 Form 10-K/A dated April 12, 2024 (File No. 000-26486))

 101.INS

 101.SCH

Extension Schema Document
 101.CAL

Extension Calculation Linkbase Document
 101.LAB

Extension Label Linkbase Document
 101.PRE

Extension Presentation Linkbase Document
 101.DEF

Extension Definition Linkbase Document
in Exhibit 101
 *
 The certifications attached as exhibits 32.1 and 32.2 to this annual report on
Form 10-K are "furnished" to the Securities
 and Exchange Commission pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 and shall not be deemed "filed"
 by the Company for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended.

(c)
 Financial Statement Schedules

 All financial statement schedules required pursuant to this item were either included
in the financial information set
 forth in (a) above or are inapplicable and therefore have been omitted.

 ITEM 16.
 FORM 10-K SUMMARY

 None.

 SIGNATURES
 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused
 this report to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Auburn, State of
 Alabama, on March 11, 2025.

INC.
 (Registrant)
 By:

/S/ DAVID
A. HEDGES
 David A. Hedges
 President and CEO

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following
 persons on behalf of the registrant and in the capacities and on the dates indicated.

 Signature

 Title
 Date

/S/ DAVID
A. HEDGES
 David A. Hedges

 President and Chief Executive Officer
 (Principal Executive Officer)

/S/ W. JAMES
WALKER,
IV
 W. James Walker,
IV

 SVP,
Chief Financial Officer
 (Principal Financial and Accounting Officer)

/S/ ROBERT W.
DUMAS
 Robert W.
Dumas

 Chairman of the Board

/S/ C. WAYNE
ALDERMAN
 C. Wayne Alderman

/S/ TERRY W.
ANDRUS
 Terry W.
Andrus

/S/ J. TUTT BARRETT
 J. Tutt Barrett

/S/ LAURA J. COOPER
 Laura Cooper

/S/ WILLIAM F. HAM, JR.
 William F.
Ham, Jr.

/S/ DAVID
E. HOUSEL
 David E. Housel

/S/ MICHAEL A. LAWLER
 Michael A. Lawler

/S/ SANDRA J. SPENCER
 Sandra J. Spencer

/S/ ANNE M. MAY
 Anne M. May