UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 11-K

ANNUAL REPORT

[X]    ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the Fiscal Year Ended: December 31, 2023

[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the transition period from ______to______

Commission file Number: 001-35741

A.Full title of the plan and the address of the plan, if different from that of the issuer named below:

Chemung Canal Trust Company Profit Sharing, Savings and Investment Plan

B.Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Chemung Financial Corporation
One Chemung Canal Plaza, P.O. Box 1522
Elmira, New York 14901
(607) 737-3711


    

    

CHEMUNG CANAL TRUST COMPANY
PROFIT SHARING, SAVINGS AND INVESTMENT PLAN
TABLE OF CONTENTS





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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




Plan Administrator and Participants
Chemung Canal Trust Company
Profit Sharing, Savings, and Investment Plan

Opinion on the Financial Statements

We have audited the accompanying statements of net assets available for benefits of the Chemung Canal Trust Company Profit Sharing, Savings and Investment Plan (the “Plan”) as of December 31, 2023 and 2022, the related statements of changes in net assets available for benefits for the years then ended, and the related notes (collectively, the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2023 and 2022, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.






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Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by the Plan’s management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Supplemental Information

The supplemental information in the accompanying Schedule of Assets Held for Investment Purposes at End of Year – December 31, 2023 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements but includes supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.



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We have served as the Plan’s auditor since 2003.

Elmira, New York
June 13, 2024















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CHEMUNG CANAL TRUST COMPANY
PROFIT SHARING, SAVINGS AND INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

December 31,
20232022
Assets
Investments at fair value$58,317,659 $48,859,359 
Dividend and interest receivable44,412 36,960 
Non-interest bearing cash2,782 20,140 
Net assets available for benefits$58,364,853 $48,916,459 







































The accompanying notes are an integral part of the financial statements.
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CHEMUNG CANAL TRUST COMPANY
PROFIT SHARING, SAVINGS AND INVESTMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

Year ended December 31,
20232022
Additions
Additions to net assets attributed to:
Investment income:
Interest and dividends$1,643,347 $1,685,683 
Net appreciation (depreciation) in fair value of investments6,702,435 (10,135,975)
Other income1,718 100 
8,347,500 (8,450,192)
Contributions:
Employer1,430,940 1,386,509 
Participant2,194,885 2,122,110 
Rollover630,460 231,328 
4,256,285 3,739,947 
Net additions12,603,785 (4,710,245)
Deductions
Deductions from net assets attributed to:
Benefits paid to participants3,155,391 2,382,740 
Total deductions3,155,391 2,382,740 
Net increase (decrease) in net assets availble for benefits9,448,394 (7,092,985)
Net assets available for benefits at beginning of year48,916,459 56,009,444 
Net assets available for benefits at end of year$58,364,853 $48,916,459 

















The accompanying notes are an integral part of the financial statements.
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CHEMUNG CANAL TRUST COMPANY
PROFIT SHARING, SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2023 AND 2022


(1)DESCRIPTION OF PLAN
The Chemung Canal Trust Company Profit Sharing, Savings and Investment Plan (the “Plan”) is a defined contribution plan sponsored by Chemung Canal Trust Company (the “Bank”, the "Plan Sponsor", and the "Plan Administrator"), a wholly-owned bank subsidiary of Chemung Financial Corporation (“Corporation”). The Corporation is a $2.8 billion financial services holding company headquartered in Elmira, New York and operates 31 retail offices through its principal subsidiary, the Bank, a full-service community bank with trust powers. Established in 1833, the Bank is the oldest locally-owned and managed community bank in the State of New York. Chemung Financial Corporation is also the parent of CFS Group, Inc., a financial services subsidiary offering non-traditional services including mutual funds, annuities, brokerage services, tax preparation services and insurance. CRM, a wholly-owned subsidiary of the Corporation, was formed and began operations on May 31, 2016 as a Nevada-based captive insurance company. During the fourth quarter of 2023, CRM was dissolved by the Corporation effective December 6, 2023.

The following is a general description of the Plan. Participants should refer to the Plan document for a more complete description of the Plan's provisions.

GENERAL
The Plan allows eligible employees (the “Participants”) of the Bank and CFS Group, Inc. (collectively, the “Employer”) to contribute a portion of their compensation on a pre-tax or post-tax basis, into an individual account for the purpose of providing retirement benefits to the Participant at retirement or termination of employment. The Employer may also make contributions to each Participant’s individual account (as described below) pursuant to the provisions of the Plan. All contributions to the Plan are held in a tax-exempt trust established under Section 501(a) of the Internal Revenue Code of 1986, as amended (the “Code”) and the Plan is a tax-qualified Plan under Section 401(a) of the Code. The Plan qualifies as a safe harbor plan as described in the Code Sections 401(k) (12) and 401(m) (11).

The Plan is administered by the Plan Administrator, who is appointed by the Board of Directors of the Bank. The Plan complies with the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended. The Plan is not designed to comply with Section 404(c) of ERISA and the related regulations.

ELIGIBILITY
Employees are eligible to enroll and make voluntary contributions to the Plan as of their first day of employment, if they are not classified as leased or seasonal employees. Newly hired and rehired eligible employees are automatically enrolled in the Plan at a 3% before-tax contribution rate, and manage their voluntary contributions independently. Unless they make another investment election, Participant contributions are invested in the Plan’s qualified default investment fund.

Participants who are not currently contributing to the Plan, or are making contributions at a percentage less than 3% will have their contribution increased to 3% at the beginning of the year. Participants who are contributing between 3% and 5% based on their most recent election will have their contribution increased by 1% each year until a 6% contribution rate is reached.

CONTRIBUTIONS

Participant Contributions
The Plan allows Participants to defer a percentage of their eligible compensation each pay period on a pre-tax or post-tax basis, through payroll, subject to certain legal limitations. Eligible compensation includes all income earned by the Participant (e.g., salary, wages, bonus, commissions, special pay). The value of restricted stock that is reported as income when vested and the dividends paid on these shares are excluded from eligible compensation.

Employer Matching Contributions
Each pay period, the Bank contributes a match equal to 50% of the Participant's elective deferrals up to a maximum of 6% of eligible compensation. There is no hours of service requirement to receive matching contributions.

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Employer Discretionary Contributions
Participants hired prior to July 1, 2010 may receive an additional annual contribution at the discretion of the Board of Directors of the Bank. Participants receive a pro-rata portion of the contribution equal to the ratio of each eligible Participant’s compensation to the compensation of all eligible Participants, if they complete 1,000 hours of service during the plan year and are employed on December 31st of the plan year.

Employer Non-Discretionary Contributions
The Bank contributes a non-discretionary 3% of eligible compensation for each Participant, regardless of the Participant’s deferral. There is no hours of service requirement to receive non-discretionary contributions.

Rollover Contributions
The Plan accepts qualifying rollover contributions made by Participants in cash from qualified retirement plans of other employers and conduit individual retirement accounts. After-tax rollovers are not accepted by the Plan. Rollover contributions are 100% vested at the time of the contribution.

Dividend Election
The Plan has been designated as a non-leveraged employee stock ownership plan in accordance with the Code and ERISA. As such, a Participant may elect to have any dividends attributable to Chemung Financial Corporation common stock paid to them on a quarterly basis rather than reinvested; the dividend payments are not subject to an early distribution tax penalty. If a Participant makes no election, the dividend income will automatically be reinvested in the Participant’s account in the Chemung Financial Corporation Common Stock Fund.

Vesting
Participants are immediately vested in their voluntary contributions, rollover contributions, employer matching contributions, and employer discretionary and non-discretionary contributions. A five-year graded vesting schedule (20% per year of service) is applied to employer non-discretionary contributions for plan years prior to 2017. A year of service is credited upon the completion of 1,000 hours of service during the plan year.

Forfeited Accounts
Employer non-discretionary contributions that are forfeited can be used to reduce a future employer contribution that would otherwise be paid directly by the employer. During the years ended December 31, 2023 and 2022, $18,251 and $1,354, respectively, of forfeited non-vested accounts were used to reduce employer contributions.

DISTRIBUTIONS

Withdrawal of Contributions
Upon termination of service, the Participant’s account is either, as elected by the Participant, maintained in the Plan, directly rolled over into a qualified retirement plan or individual retirement account in the Participant’s name, or paid to the Participant in a lump sum or installment payments.

Payment of Vested Benefits
A Participant who terminates employment may elect to receive the value of their vested benefit under the Plan. In the event of the death of a married Participant, fully vested benefits will be distributed to the Participant’s spouse or to another beneficiary, if the spouse previously consented. An unmarried Participant may designate anyone as their beneficiary. If there is no spouse or living beneficiary on the date of the Participant’s death, the value of the vested benefit is distributed to the Participant’s estate.

VOTING RIGHTS
The Corporation’s common stock held in the Chemung Financial Corporation Common Stock Fund is voted by the Trustee at the Corporation’s stockholder meetings in accordance with the confidential instructions of the Participants whose accounts are invested in the common stock. All shares of the Corporation’s common stock for which the Trustee receives voting instructions from Participants to whose accounts the shares are allocated are voted in accordance with those instructions. All shares of the Corporation’s common stock for which the Trustee does not receive timely voting instructions are voted by the Trustee in the same proportion on each issue as it votes those shares credited to participants’ accounts for which it has received voting instructions from Participants.

ADMINISTRATIVE EXPENSES
All administrative expenses of the Plan are paid by the Bank.

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(2)SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF ACCOUNTING
The accounting and financial statements of the Plan conform to accounting principles generally accepted in the United States of America (“GAAP”).

USE OF ESTIMATES
The preparation of financial statements in conformity with GAAP requires management of the Plan to make estimates and assumptions that affect the reported amounts in the Statements of Net Assets Available for Benefits and disclosures at the date of the financial statements and the reported amounts of additions and deductions in the Statements of Changes in Net Assets Available for Benefits. Actual results could differ from those estimates.

RISKS AND UNCERTAINTIES
The Plan provides for various investment options consisting of Chemung Financial Corporation common stock, Chemung Canal Trust Company common trust funds and mutual funds. Investment securities are exposed to various risks, such as interest rate fluctuations, market conditions, and credit risk. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is possible that changes in valuations in the near term could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits and the Statements of Changes in Net Assets Available for Benefits. Plan participants who are invested in the Chemung Financial Corporation Stock Fund are exposed to market risk in the event of a significant decline in the value of Chemung Financial Corporation common stock.

INVESTMENT VALUATION
The Trustee holds the Plan’s investments and executes transactions therein. The investments of the Plan are reported at fair value. Please see Note 3 for a description of the valuation methodologies for assets measured at fair value.

The methods described in Note 3 may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

There were no methodology changes for valuing investments in the current year.

INVESTMENT TRANSACTIONS AND INVESTMENT INCOME
Purchases and sales of securities are reflected on a trade-date basis. Dividend income is recorded on the ex-dividend date. Other investment income is recorded as earned on an accrual basis.

NET APPRECIATION (DEPRECIATION) OF INVESTMENTS
The net appreciation (depreciation) in the fair value of plan investments presented in the Statements of Changes in Net Assets Available for Benefits consists of realized gains or losses and unrealized appreciation or depreciation on those investments.

PARTICIPANT WITHDRAWALS
Participant withdrawals are recorded when paid.

SUBSEQUENT EVENTS
The Plan has evaluated subsequent events and determined no subsequent events have occurred requiring adjustments to the financial statements or disclosures.
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(3)FAIR VALUE MEASUREMENTS

Fair value is the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair value:

Level 1:    Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2:    Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3:    Significant unobservable inputs that reflect a reporting entity's own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The Plan used the following methods and significant assumptions to estimate fair value:

Chemung Financial Corporation Common Stock
Chemung Financial Corporation common stock is classified within Level 1 of the valuation hierarchy and is valued at the closing price reported on the Nasdaq Stock Market.

Mutual Funds
Mutual funds are classified within Level 1 of the valuation hierarchy and are valued at the net asset value of the shares held by the Plan and generally are based on the fair value of the underlying assets.

The following table sets forth, by level within the fair value hierarchy, the Plan’s assets at fair value, as of December 31, 2023 and 2022:
Level 1Level 2Level 3Total
December 31, 2023
Investments at fair value:
Chemung Financial Corporation common stock$6,185,857 $— $— $6,185,857 
Mutual funds52,131,802 — — 52,131,802 
Total investments at fair value$58,317,659 $— $— $58,317,659 
Level 1Level 2Level 3Total
December 31, 2022
Investments at fair value:
Chemung Financial Corporation common stock$5,589,122 $— $— $5,589,122 
Mutual funds43,270,237 — — 43,270,237 
Total investments at fair value$48,859,359 $— $— $48,859,359 


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(4) TAX STATUS

The IRS has determined and informed the Company by a letter dated October 24, 2017, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). Although the Plan has been amended since receiving the determination letter, the Plan administrator and the Plan’s tax counsel believe that the Plan is designed, and is currently being operated, in compliance with the applicable requirements of the IRC and, therefore, believe that the Plan is qualified, and the related trust is tax-exempt.

Accounting principles generally accepted in the United States of America require plan management to evaluate tax positions taken by the plan and recognize a tax liability if the plan has taken an uncertain position that more likely than not would not be sustained upon examination by the Internal Revenue Service. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.


(5) PLAN TERMINATION

Although it has not expressed any intent to do so, the Plan’s Sponsor has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of the Plan’s termination, or partial termination as defined under ERISA, participants have a fully vested interest in their accounts and their accounts will be paid to them as provided by the plan document.


(6) TRANSACTIONS WITH PARTIES-IN-INTEREST

The Bank is the Plan’s Sponsor and acts as trustee for the Plan’s assets. In addition, the Plan invested in Chemung Financial Corporation common stock (representing approximately 10.6% and 11.4% of net assets at December 31, 2023 and 2022, respectively). The expenses of administering the Plan are paid by the Bank and are not charged to the Plan.


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CHEMUNG CANAL TRUST COMPANY
PROFIT SHARING, SAVINGS AND INVESTMENT PLAN

SUPPLEMENTAL SCHEDULE





























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CHEMUNG CANAL TRUST COMPANY PROFIT SHARING, SAVINGS AND INVESTMENT PLAN
EIN: 16-0380815 PLAN #: 002
FORM 5500 – SCHEDULE H – PART IV
ITEM 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT END OF YEAR - DECEMBER 31, 2023
(a)(b) Identity of issue, borrower, lessor or similar party(c) Description of investment including maturity date, rate of interest, collateral, par or maturity value(d) Cost(e) Current value
*Chemung Financial Corporation136,523 shares$6,185,857 
Mutual funds:
American Century Small Cap Value 27,652 shares290,349 
BlackRock Protected Bond Fund2,182 shares21,320 
BlackRock Equity Dividend Institutional Fund194,440 shares3,729,368 
Calvert Small Cap Fund54 shares1,811 
Calvert US Mid-Cap Core Responsible Index Fund99 shares3,707 
Calvert International Core Responsible Index Fund282 shares8,127 
Dodge & Cox Stock Fund Class 123,540 shares5,733,171 
Dodge & Cox Income Fund Class 124,247 shares305,991 
Federated Hermes Government Obligations3,314,466 shares3,326,776 
Federated Hermes Total Return120,451 shares1,153,921 
Fidelity Investments Money Market Government1,973,573 shares1,973,573 
Fidelity International Index Fund 48,764 shares2,308,998 
Fidelity Small Cap Index Fund7,418 shares185,754 
Fidelity US Sustainability Index Fund3,038 shares64,550 
Guggenheim Core Bond Fund Institutional Class27,978 shares457,440 
Invesco Developing Markets Fund5,362 shares207,099 
JPMorgan Emerging Markets Equity Fund589 shares17,488 
JPMorgan Large Cap Growth Fund4,380 shares276,478 
Legg Mason ClearBridge Small Cap Growth I Fund21,857 shares866,623 
Lord Abbett Short Duration Income110,721 shares426,276 
Parnassus Core Equity Fund579 shares32,005 
Parnassus Endeavor Fund211 shares10,707 
T. Rowe Price Retirement 202511,140 shares175,014 
T. Rowe Price Retirement 20301,311 shares31,396 
T. Rowe Price Retirement 203573,163 shares1,409,112 
T. Rowe Price Retirement 20401,861 shares51,414 
T. Rowe Price Retirement 20458,244 shares164,228 
T. Rowe Price Retirement 20501,922 shares32,488 
T. Rowe Price Retirement 2060786 shares11,614 
T. Rowe Price Growth Stock Fund39,728 shares3,450,402 
Vanguard Dividend Growth Fund33,893 shares1,261,176 
Vanguard International Growth Admiral Fund8,968 shares913,081 
Vanguard S&P Mid-Cap 400 Index Fund959 shares359,379 
Vanguard Mid Cap Index Admiral Fund1,752 shares504,586 
Vanguard Extended Market Index Admiral Fund16,673 shares2,078,777 
Vanguard 500 Index Admiral Fund33,601 shares14,784,126 
Vanguard Total Bond Market Index Admiral Fund308,762 shares2,998,076 
Vanguard High Yield Corp-Admiral Fund149,701 shares811,379 
Vanguard Long-Term Government Bond Index Admiral Fund7,609 shares157,801 
Vanguard Short-Term Investment-Grade Admiral Fund150,168 shares1,536,221 
Total Investments$58,317,659 
*    Certain cost information in column (d) is not required to be disclosed as investments are participant directed under an individual account plan.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
CHEMUNG CANAL TRUST COMPANY PROFIT SHARING, SAVINGS AND INVESTMENT PLAN
Date: June 13, 2024By:
 /s/ Monica L. Ridosh
Plan Administrator
Chemung Canal Trust Company Profit Sharing, Savings and Investment Plan
Date: June 13, 2024By:
 /s/ Dale M. McKim III
Chief Financial Officer
Chemung Canal Trust Company


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EXHIBIT INDEX

The following exhibits are either filed with this Form 11-K or are incorporated herein by reference. The Corporation’s Securities Exchange Act File number is 001-35741
Exhibit NumberDescription
23.1

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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





Audit Committee and Participants
Chemung Canal Trust Company
Profit Sharing, Savings, and Investment Plan

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-104663) of Chemung Financial Corporation of our report dated June 13, 2024, relating to the financial statements and supplemental schedule of the Chemung Canal Trust Company Profit Sharing, Savings and Investment Plan which appear in this Form 11-K for the year ended December 31, 2023.



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Elmira, New York
June 13, 2024





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