Chemung Financial EVP Cuts 97 Shares for Tax Withholding

Rhea-AI Filing Summary

Chemung Financial Corp (CHMG) – Form 4 insider filing: EVP & President of Chemung Canal Trust Company, Vincent M. Cutrona, reported a single transaction dated 06/24/2025. Transaction code “F” indicates shares were withheld by the issuer to cover tax obligations on equity compensation rather than an open-market sale. 97 common shares were disposed at an indicated value of $47.50 per share. Following the withholding, Cutrona’s direct ownership stands at 2,435 common shares. No derivative securities were involved and there were no additional acquisitions or sales reported.

The filing appears routine, reflecting administrative tax-related settlement with de-minimis impact (≈4% of the insider’s holdings). No information suggests changes to executive roles, corporate strategy, or earnings outlook.

Insights

Financial Analyst

TL;DR: Small, tax-related share withholding; immaterial to valuation or sentiment.

The “F” code confirms the shares were surrendered to satisfy withholding taxes on vested equity awards, a non-discretionary event that does not convey negative insider sentiment. The volume—97 shares—represents roughly 0.04% of CHMG’s 2.7 million outstanding shares, hence virtually no dilution or supply pressure. Insider retains 2,435 shares, signalling continued alignment with shareholders. For investors, this filing is non-impactful and requires no adjustment to fundamental outlook.

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

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

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^*

Cutrona Vincent M

(Last) (First) (Middle)

ONE CHEMUNG CANAL PLAZA, PO 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & President-Canal Bank Div

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2025

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	06/24/2025		F		97	D	$47.5	2,435	D

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:

Remarks:

	Kathleen S. McKillip, Attorney-in-Fact, pursuant to Power of Attorney dated December 17, 2024.	06/25/2025
	** 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 did CHMG insider Vincent M. Cutrona report in the Form 4 filed on 06/25/2025?

He reported the disposal of 97 CHMG common shares on 06/24/2025 via Code F (tax withholding).

How many Chemung Financial shares does Cutrona own after the transaction?

After the withholding, he directly owns 2,435 common shares.

Was the transaction an open-market sale of CHMG stock?

No. Code F indicates shares were withheld by the issuer to pay taxes on vested equity, not sold in the market.

Were any derivative securities involved in this Form 4 filing?

No. Table II shows no derivative securities acquired or disposed of.

Does this insider transaction materially affect Chemung Financial’s share count?

No. 97 shares is immaterial relative to the company’s outstanding shares.