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UNITED STATES OF AMERICA
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Date of Report (Date of earliest event reported): September 11, 2025 (September 5, 2025)
CHEMUNG FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
| New York |
|
001-35741 |
|
16-1237038 |
| (State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
One Chemung Canal Plaza, Elmira, NY 14901
(Address of principal executive offices) (Zip Code)
(607) 737-3711
(Registrant’s telephone number, including area
code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class |
|
Trading symbol |
|
Name
of exchange on which registered |
| Common stock, par value $0.01 per share |
|
CHMG |
|
The Nasdaq Stock Market
LLC |
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2 below):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| ITEM
5.02 | Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
On
September 5, 2025, Thomas W. Wirth formally notified Chemung Financial Corporation (the “Corporation”) confirming his retirement
as Executive Vice President responsible for the Wealth Management Group of Chemung Canal Trust Company (the “Bank”), the
wholly owned subsidiary of the Corporation, will become effective as of October 1, 2025. Mr. Wirth’s intent to retire was previously
disclosed in the Corporation’s Current Report on Form 8-K dated March 14, 2025.
In
connection with Mr. Wirth’s retirement, the Bank has appointed Jeffrey P. Kenefick, Executive Vice President and Regional President
of Chemung Canal Trust Company, to serve as interim head of the Wealth Management Group, effective October 1, 2025, while the Corporation
continues to conduct a search for a permanent successor. The Corporation also intends to enter into a post-employment consulting agreement
with Mr. Wirth where he would provide continuing strategic, process, and tactical support and advice to the interim head of the Wealth
Management Group and the executive management team, as needed, for an anticipated term of approximately six months.
As
noted in the Corporation’s Form 8-K dated March 14, 2025, Mr. Wirth has served in various leadership roles since joining the Bank
in 1987 and has been an important part of the Corporation’s success. The Corporation again extends its sincere gratitude to Mr.
Wirth for his significant contributions to the organization.
| ITEM
9.01 | Financial
Statements and Exhibits |
|
(d) Exhibits |
| |
|
| |
Exhibit
No. |
| |
|
| |
104 Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, hereunto duly authorized.
CHEMUNG
FINANCIAL CORPORATION
| September
11, 2025 |
By: |
/s/ Dale M. McKim, III |
| |
Dale M. McKim, III |
| |
Chief Financial Officer and Treasurer |
