8-K

UNITED STATES OF AMERICA

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 6, 2023 (June 6, 2023)

CHEMUNG FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

New York	001-35741	16-1237038
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Chemung Canal Plaza, Elmira, NY 14901

(Address of principal executive offices) (Zip Code)

(607) 737-3711

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading symbol	Name of exchange on which registered
Common stock, par value $0.01 per share	CHMG	The Nasdaq Stock Market LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.16e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 7.01 Regulation FD Disclosure

On June 6, 2023, Chemung Financial Corporation (the “Corporation”) (Nasdaq: CHMG) provided copies of slides containing financial and other information in preparation for its upcoming Annual Meeting of Shareholders, scheduled for Tuesday, June 6, 2023 at 2:00 p.m., at its headquarters at One Chemung Canal Plaza in Elmira, New York.

A copy of the presentation is attached as Exhibit 99.1 to this report and is being furnished to the Securities and Exchange Commission and shall not be deemed filed for any purpose.

ITEM 9.01 Financial Statements and Exhibits

(d)       Exhibits

    Exhibit No.

99.1	Advance copy of the presentation to be given at the 2023 Annual Meeting of Shareholders of Chemung Financial Corporation at One Chemung Plaza, Elmira, NY dated June 6, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	CHEMUNG FINANCIAL CORPORATION
June 6, 2023	By:	/s/ Karl F. Krebs
		Karl F. Krebs
		Chief Financial Officer and Treasurer

EX-99.1

Exhibit 99.1

ANNUAL MEETING OF SHAREHOLDERS TUESDAY, JUNE 6, 2023

Anders M. Tomson David J. Dalrymple 2

AGENDA 3 • 2022 Overview and Results • 2023 Highlights • Key Initiatives, Efforts & Community Support

FORWARD - LOOKING STATEMENTS 4 This report contains forward - looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act, and the Private Securities Litigation Reform Act of 1995. The Corporation intends its forward - looking statements to be covered by the safe harbor provisions for forward - looking statements in these sections. All statements regarding the Corporation’s expected financial position and operating results, the Corporation’s business strategy, the Corporation’s financial plans, forecasted demographic and economic trends relating to the Corporation’s industry and similar matters are forward - looking statements. These statements can sometimes be identified by the Corporation’s use of forward - looking words such as “may,” “will,” “anticipate,” “estimate,” “expect,” or “intend.” The Corporation cannot guarantee that its expectations in such forward - looking statements will turn out to be correct. The Corporation’s actual results could be materially different from expectations because of various factors, including changes in economic conditions or interest rates, credit risk, inflation, cyber - security risks, difficulties in managing the Corporation’s growth, recent bank failures, changes in FDIC assessments, competition, changes in the law or the regulatory environment, and changes in general business and economic trends. Information concerning these and other factors can be found in the Corporation’s 2022 Annual Report on Form 10 - K. These filings are available publicly on the SEC’s website at http://www.sec.gov, on the Corporation’s website at http://www.chemungcanal.com or by written request to: Kathleen S. McKillip, Corporate Secretary, Chemung Financial Corporation, One Chemung Canal Plaza, Elmira, NY 14901. Except as otherwise required by law, the Corporation undertakes no obligation to publicly update or revise its forward - looking statements, whether as a result of new information, future events or otherwise. Form 10 - K Annual Report: A copy of the Corporation’s Form 10 - K Annual Report is available without charge to shareholders after April 28, 2023, upon written request to the Corporation’s secretary. A copy is also available on our Transfer Agent, American Stock Transfer & Trust Company’s website at www.astproxyportal.com/ast/01079.

BOARD OF DIRECTORS David J. Dalrymple Ronald M. Bentley 5 Richard E. Forrestel, Jr. Raimundo C. Archibold, Jr. David M. Buicko Robert H. Dalrymple Anders M. Tomson Stephen M. Lounsberry III Denise V. Gonick G. Thomas Tranter Jr. Jeffrey B. Streeter Thomas R. Tyrrell Joseph F. Meade IV

6

YEAR ENDING: TOTAL ASSETS TOTAL LOANS TOTAL DEPOSITS TOTAL SHAREHOLDERS’ EQUITY 7

2022 FINANCIAL RESULTS: 8 NET INCOME: EPS:

NET INCOME & EPS $0.00 $1.00 $2.00 $3.00 $4.00 $5.00 $6.00 $7.00 $0 $5,000 $10,000 $15,000 $20,000 $25,000 $30,000 2018 2021 EPS 2022 2019 2020 Net Income 9

RETURN ON AVERAGE ASSETS: RETURN ON AVERAGE EQUITY: 10

RETURN TRENDS 1.14% 0.88% 0.94% 1.09% 1.15% 12.76% 8.86% 9.94% 12.94% 15.93% 18.00% 16.00% 14.00% 12.00% 10.00% 8.00% 6.00% 4.00% 2.00% 1.20% 1.10% 1.00% 0.90% 0.80% 0.70% 0.60% 0.50% 0.40% 2018 2019 2020 2021 2022 ROA ROE 11

ASSET GROWTH $1,755,343 $1,787,827 $2,279,451 $2,418,475 $2,645,553 $1,500,000 $1,000,000 $500,000 $0 $2,000,000 $2,500,000 $3,000,000 2018 2019 2020 2021 2022 12

TOTAL CAPITAL $165.0 $182.6 $199.7 $211.5 $166.4 $150.0 $100.0 $50.0 $0.0 $200.0 $250.0 2018 2019 2020 2021 2022 13

CAPITAL RATIOS (CONSOLIDATED) 9.40% 10.22% 8.76% 8.74% 8.79% 9.35% 7.90% 8.06% 8.23% 13.14% 13.98% 13.62% 14.21% 12.57% 15.00% 14.00% 13.00% 12.00% 11.00% 10.00% 9.00% 8.00% 7.00% 6.00% 6.29% 2021 2022 2018 Equity to Assets Ratio 2019 2020 Tier 1 Leverage Ratio Total Capital to Risk Adjusted Assets 14

AVERAGE SHARES OUTSTANDING 4,832 4,869 4,802 4,683 4,693 4,650 4,600 4,550 4,700 4,900 4,850 4,800 4,750 2018 2019 2020 2021 2022 15

$0.58 $45.87 $46.45 STOCK PRICE 16

TOTAL SHAREHOLDER RETURN 17 - 11.95% 5.40% - 17.67% 40.16% 1.42% 50.00% 40.00% 30.00% 20.00% 10.00% 0.00% - 10.00% - 20.00% - 30.00% 2018 2019 2020 2021 2022

DIVIDENDS DECLARED 18

LENDING & DEPOSIT ACTIVITY 19

TOTAL LOAN ORIGINATIONS $317,193 $280,092 $491,489 $603,031 $614,947 $189,800 $77,700 $100,000 $0 $300,000 $200,000 $400,000 $500,000 $600,000 $700,000 2018 2020 All Other 2021 2022 2019 PPP

LOAN ORIGINATION ACTIVITY $366,297 $69,860 $144,081 $29,411 $5,298 $400,000 $350,000 $300,000 $250,000 $200,000 $150,000 $100,000 $50,000 $0 Commercial Residential Indirect Home Equity Direct

LOAN ORIGINATION ACTIVITY Commercial 46% Residential 21% Home Equity 4% Indirect 12% Direct 1% PPP 16% Commercial 60% Residential 11% Home Equity 5% Indirect 23% Direct 1%

RESIDENTIAL MORTGAGE PRODUCTION ( $33,222 $103,082 $69,860

MORTGAGE PRODUCTION TREND 24 $33,883 $50,242 $148,639 $103,082 $69,860 $160,000 $140,000 $120,000 $100,000 $80,000 $60,000 $40,000 $20,000 $0 2018 2019 2020 2021 2022

$1,249,206 $1,059,849 TOTAL BALANCES $189,357 COMMERCIAL LOAN PORTFOLIO 25

COMMERCIAL LOAN PORTFOLIO $0.7 $43.2 $150.9 $251.5 $214.1 $218.0 $996.9 $802.6 $716.6 2022 2021 2020 Paycheck Protection Program Commercial Real Estate Related Commercial & Industrial / Other 26

COMMERCIAL LOAN PORTFOLIO $864.0 $879.1 $1,085.5 $1,059.9 $1,249.2 $150.9 $43.2 $0.7 $1,400 $1,200 $1,000 $800 $600 $400 $200 $0 2018 2021 2022 2019 All Other 2020 PPP 27

▪ ▪ ▪ ▪ PAYCHECK PROTECTION PROGRAM 28

$146 $8,373 $8,227 NON - PERFORMING ASSETS 29

NON - PERFORMING ASSETS TO TOTAL ASSETS 0.73% 30 1.04% 0.45% 0.34% 0.32% 0.20% 0.00% 0.40% 0.60% 0.80% 1.00% 1.20% 2018 2019 2020 2021 2022

DEPOSIT GROWTH 31

DEPOSIT GROWTH $1,569,237 $1,572,138 $2,037,774 $2,155,433 $2,327,227 $1,500,000 $1,000,000 $500,000 $0 $2,000,000 $2,500,000 2018 2019 2020 2021 2022

DEPOSITS BY TYPE DDA 31% Time 14% DDA - INT 12% MMA 28% SAV 12% BROKERED 3% DDA Time DDA - INT MMA SAV BROKERED

0.30% 0.28% YEAR ENDING: 12/31/2021 YEAR ENDING: 12/31/2022 COST OF DEPOSITS 0.15% 0.17% 34 Obtained from S&P Global Market Intelligence. Formula used is Total Interest Expense on Deposits divided by the sum of average interest bearing deposits plus non interest bearing deposits.

0.32% 0.36% YEAR ENDING: 12/31/2021 YEAR ENDING: 12/31/2022 COST OF FUNDS 0.16% 0.26% 35 Peer Group data represents the median. Obtained from S&P Global Market Intelligence. The percentage is the total interest expense as a percent of the sum of average interest bearing liabilities and average noninterest bearing deposits, obtained from the Federal Reserve FR Y - 9C reports of the consolidated financial statements for Holding Companies.

NET INTEREST MARGIN 3.72% 3.64% 36 3.25% 2.84% 3.05% 4.00% 3.50% 3.00% 2.50% 2.00% 1.50% 1.00% 0.50% 0.00% 2018 2019 2020 2021 2022

NET INTEREST INCOME $60,480 37 $60,611 $62,919 $65,589 $74,179 $60,000 $55,000 $50,000 $45,000 $65,000 $70,000 $75,000 $80,000 2018 2019 2020 2021 2022

$2.1 Billion $10.3 Million WEALTH MANAGEMENT GROUP 38

WEALTH MANAGEMENT FEE INCOME $9,317 39 $9,503 $9,492 $11,072 $10,280 $9,000 $8,500 $8,000 $9,500 $10,000 $10,500 $11,000 $11,500 2018 2019 2020 2021 2022

$3.6 6.5% $59.3 12/31/2022 $55.7 12/31/2021 NON - INTEREST EXPENSE 40

NON - INTEREST EXPENSE 0.00% 0.50% 1.00% 1.50% 2.00% 2.50% 3.00% 3.50% $0.0 $10.0 $20.0 $30.0 $40.0 $50.0 $60.0 $70.0 2018 2022 2019 NIE 2020 2021 NIE to Average Assets 41

EMPLOYEES, FULL - TIME EQUIVALENT 374 362 341 337 340 330 320 310 340 360 350 370 380 2018 2019 2020 2021 2022 42

EFFICIENCY RATIO 67.2% 68.0% 65.7% 61.7% 61.7% 60.0% 58.0% 62.0% 64.0% 66.0% 68.0% 70.0% 2018 2019 2020 2021 2022 43

2023 FIRST - QUARTER HIGHLIGHTS • • • • 44

MARKET CHALLENGES & UNCERTAINTIES • • • • • 45

SERVICE & DISTRIBUTION 46

TECHNOLOGY & CUSTOMER EXPERIENCE 47

WESTERN NY EXPANSION ▪ ▪ ▪ 48

CORPORATE RESPONSIBILITY STATEMENT 49

▪ ▪ ▪ COMMUNITY SUPPORT EFFORTS 50

COMMUNITY INVESTMENT 51

SUPPORTING OUR COMMUNITY 52

EXECUTIVE MANAGEMENT L. Dale Cole Executive Vice President Chief Information Officer Daniel D. Fariello President Capital Bank Division 53 Kimberly A. Hazelton Executive Vice President Retail Client Services Scott T. Heffner Senior Vice President Director of Marketing Kathleen S. McKillip Vice President Corporate Secretary Karl F. Krebs Executive Vice President Chief Financial Officer & Treasurer Thomas W. Wirth Executive Vice President Wealth Management Group Duane W. Mittan Senior Vice President Chief Auditor Peter K. Cosgrove Executive Vice President Chief Credit Officer & Chief Risk Officer Mary E. Meisner Senior Vice President Senior Risk Officer Jeffrey P. Kenefick Regional President Chemung Canal Division Monica L. Ridosh Vice President Director of Human Resources & Chief Diversity Officer

2022 RETIREES Dawn Aubin Vice President Auburn Offices 46 Years of Service Sandy Simons - Smith Business Services Specialist Business Services Group 26 Years of Service Vicki Harkins Vice President Prestige Banking 27 Years of Service 54

2022 RETIREES Shari Silvestri Relationship Banker II Vestal Office 18 Years of Service Gail Whitaker Operations Services Account Services 30 Years of Service 55

2023 EXECUTIVE MANAGEMENT RETIREES Pam Burns Senior Vice President Director of Human Resources & Chief Diversity Officer Karl Krebs Executive Vice President Chief Financial Officer & Treasurer 56

57

Thank You!

XML

Cover	Jun. 06, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 06, 2023
Entity File Number	001-35741
Entity Registrant Name	CHEMUNG FINANCIAL CORPORATION
Entity Central Index Key	0000763563
Entity Tax Identification Number	16-1237038
Entity Incorporation, State or Country Code	NY
Entity Address, Address Line One	One Chemung Canal Plaza
Entity Address, City or Town	Elmira
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	14901
City Area Code	(607)
Local Phone Number	737-3711
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	CHMG
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false