Chemung Financial (CHMG) EVP reports tax-withholding share disposition

Rhea-AI Filing Summary

Chemung Financial Corp executive Loren D. Cole, EVP & CIO, reported a tax-related share disposition. On February 27, 2026, 119 shares of common stock were surrendered at $55.52 per share to cover tax withholding, leaving 6,398 shares held directly. The filing also notes indirect holdings of 105 shares owned by a spouse and 9,601.981 shares held through a qualified plan, which include dividends periodically issued 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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
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^*

COLE LOREN D

(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 & CIO

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		119	D	$55.52	6,398	D
COMMON STOCK								105	I	By Spouse
COMMON STOCK								9,601.981(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 CHMG executive Loren D. Cole report?

Loren D. Cole reported a tax-withholding disposition of Chemung Financial common stock. On February 27, 2026, 119 shares were surrendered at $55.52 per share to satisfy tax obligations, rather than being sold in an open-market transaction.

How many CHMG shares does Loren D. Cole hold after this Form 4?

After the tax-withholding disposition, Loren D. Cole directly holds 6,398 Chemung Financial common shares. The filing also reports indirect holdings of 105 shares through a spouse and 9,601.981 shares through a qualified plan, reflecting ongoing ownership interests.

Was the CHMG Form 4 transaction a market sale of shares?

The reported Chemung Financial transaction was not an open-market sale. It was a tax-withholding disposition, where 119 shares were delivered at $55.52 per share to cover tax liabilities associated with equity compensation.

What indirect CHMG share ownership is reported for Loren D. Cole?

The Form 4 lists indirect ownership of Chemung Financial shares in two categories: 105 shares held by Cole’s spouse and 9,601.981 shares held in a qualified plan. These indirect positions supplement his directly owned 6,398 shares.

How does Chemung Financial’s dividend reinvestment plan affect Cole’s holdings?

The filing notes that holdings in the qualified plan include dividends issued periodically under Chemung Financial’s dividend reinvestment plan. This means some additional shares are accumulated automatically when cash dividends are reinvested into company stock.