Chemung Financial (CHMG) CEO records tax-withholding share disposition on Form 4

Rhea-AI Filing Summary

Chemung Financial Corp President & CEO Tomson Anders reported a Form 4 transaction involving a tax-related share disposition. On February 27, 2026, 1,603 shares of common stock were used to satisfy tax withholding at $55.52 per share, leaving 46,222.938 shares held directly.

An additional indirect holding of 17,699.638 shares is reported through a qualified plan, which includes dividends issued periodically under the company’s Dividend Reinvestment Plan.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Tomson Anders

(Last) (First) (Middle)

ONE CHEMUNG CANAL PLAZA

P.O. BOX 1522

(Street)

ELMIRA NY 14902-1522

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CHEMUNG FINANCIAL CORP [ CHMG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
COMMON STOCK	02/27/2026		F		1,603	D	$55.52	46,222.938(1)	D
COMMON STOCK								17,699.638(1)	I	By Qualified Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Includes dividends issued periodically under the Issuer's Dividend Reinvestment Plan.

Remarks:

	Kathleen E. Cook, Attorney in Fact, Pursuant to Power of Attorney dated 6/25/2025	03/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Chemung Financial (CHMG) report on this Form 4?

Chemung Financial reported that President & CEO Tomson Anders disposed of 1,603 common shares to cover tax withholding. The transaction was priced at $55.52 per share, and it was recorded as a tax-withholding disposition, not an open-market trade.

Was the Chemung Financial (CHMG) Form 4 transaction a share sale by the CEO?

The Form 4 shows a tax-withholding disposition, not a traditional open-market sale. 1,603 shares were delivered to satisfy tax obligations at $55.52 per share, which reduced Tomson Anders’ directly held shares to 46,222.938 after the transaction.

How many Chemung Financial (CHMG) shares does Tomson Anders hold after this filing?

After the reported tax-withholding transaction, Tomson Anders holds 46,222.938 Chemung Financial common shares directly. He also has an indirect interest in 17,699.638 shares through a qualified plan, which reflects periodic dividends from the Dividend Reinvestment Plan.

What does the indirect ownership on the Chemung Financial (CHMG) Form 4 represent?

The indirect ownership represents 17,699.638 Chemung Financial shares held through a qualified plan. A footnote explains this amount includes dividends periodically issued under the company’s Dividend Reinvestment Plan, indicating ongoing accumulation within the plan structure.

What transaction code is used on the Chemung Financial (CHMG) Form 4 and what does it mean?

The Form 4 uses code F for the main transaction, which means shares were delivered to pay an exercise price or tax liability. Here, 1,603 common shares were used for tax withholding, aligning with a tax-related disposition rather than a discretionary sale in the market.