Chemung Financial (CHMG) executive logs tax-withholding stock transaction

Rhea-AI Filing Summary

CHEMUNG FINANCIAL CORP Regional President Jeffrey P. Kenefick reported a tax-related stock transaction. On February 27, he disposed of 119 shares of common stock at $55.52 per share to cover tax withholding obligations, a non-market transaction coded "F." After this, he directly owned about 11,463.763 shares. He also reported 3,029.606 shares held indirectly through a qualified plan, which the footnote explains can include 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^*

Kenefick Jeffrey P.

(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)

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

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	11,463.763(1)	D
COMMON STOCK								3,029.606(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 CHMG executive Jeffrey P. Kenefick report?

Jeffrey P. Kenefick reported a tax-withholding disposition of 119 CHEMUNG FINANCIAL CORP common shares. The shares were used to satisfy tax obligations, not sold in an open-market trade, and were priced at $55.52 per share according to the Form 4 filing.

Was the CHMG Form 4 transaction an open-market stock sale?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Code F indicates shares were delivered to cover exercise price or tax liability, so it reflects administrative share withholding rather than a discretionary sale into the market.

How many CHMG shares does Jeffrey P. Kenefick hold after the transaction?

After the reported tax-withholding transaction, Jeffrey P. Kenefick directly holds 11,463.763 CHEMUNG FINANCIAL CORP common shares. The filing also shows 3,029.606 shares held indirectly through a qualified plan, reflecting additional beneficial ownership outside his direct holdings.

What price per share was used in Jeffrey P. Kenefick’s CHMG tax withholding?

The Form 4 lists a transaction price of $55.52 per CHEMUNG FINANCIAL CORP common share. This price was used to value the 119 shares disposed of to satisfy tax liabilities, consistent with a code F tax-withholding disposition rather than an open-market transaction.

What does the qualified plan holding mean in the CHMG Form 4?

The filing reports 3,029.606 CHMG shares held indirectly through a qualified plan. A footnote explains these holdings include dividends issued periodically under the company’s dividend reininvestment plan, indicating the balance can grow as cash dividends are reinvested into additional shares.

What is transaction code F on Jeffrey P. Kenefick’s CHMG Form 4?

Transaction code F indicates payment of exercise price or tax liability by delivering securities. In this CHMG Form 4, 119 shares were disposed of to cover tax withholding, classifying the move as an administrative tax event rather than a typical buy or sell decision.