Tax withholding move trims Chemung Financial (CHMG) insider holdings

Rhea-AI Filing Summary

Chemung Financial Corp executive Daniel D. Fariello, President of the Capital Bank Division, reported a Form 4 showing a tax-withholding disposition of 116 shares of common stock on February 27, 2026 at $55.52 per share. After this transaction, he directly holds 8,261 common shares and indirectly holds 1,842.645 shares 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^*

Fariello Daniel 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)
	President, Capital Bank Div.

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		116	D	$55.52	8,261	D
COMMON STOCK								1,842.645(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 July 16, 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 for Daniel D. Fariello?

Chemung Financial reported that executive Daniel D. Fariello disposed of 116 shares of common stock on February 27, 2026 through a tax-withholding transaction at $55.52 per share, classified as payment of a tax liability by delivering securities.

Was the Chemung Financial (CHMG) insider transaction an open-market sale?

The reported transaction was coded as a tax-withholding disposition, not an open-market sale. Shares were delivered at $55.52 per share to satisfy a tax liability, according to the transaction code description provided in the filing.

How many Chemung Financial (CHMG) shares does Daniel D. Fariello own after the transaction?

After the February 27, 2026 transaction, Daniel D. Fariello directly owns 8,261 Chemung Financial common shares and indirectly owns 1,842.645 shares through a qualified plan, reflecting his updated beneficial holdings reported on the Form 4.

What price per share was used in the Chemung Financial (CHMG) tax-withholding transaction?

The tax-withholding disposition for Chemung Financial common stock was reported at $55.52 per share. This price was used to value the 116 shares delivered to cover a tax liability, based on the transaction details in the Form 4.

How are Chemung Financial (CHMG) dividends treated in Daniel D. Fariello’s qualified plan holdings?

The filing notes that his indirect holdings through a qualified plan include dividends issued periodically under Chemung Financial’s Dividend Reinvestment Plan, meaning cash dividends on those shares are automatically reinvested into additional company stock over time.