Form 4: Chemung Financial EVP Sells Shares for Tax Obligations
Insider Transaction Report
Chemung Financial's EVP & Chief Risk Officer, Mary E. Meisner, reported the disposition of 112 shares of common stock to cover tax withholding obligations at a price of $57.81 per share.
Summary
- Mary E. Meisner, Executive Vice President and Chief Risk Officer of Chemung Financial Corp (CHMG), reported transactions involving the company's common stock.
- On December 19, 2025, Meisner disposed of a total of 112 shares of common stock across two separate transactions.
- These dispositions were made at a price of $57.81 per share.
- The transactions were identified as dispositions to the issuer to satisfy tax withholding obligations, indicated by Transaction Code 'F'.
- Following these reported transactions, Meisner directly beneficially owns 3,379.419 shares of Chemung Financial Corp common stock.
- The transactions were executed pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged trading plan.
Sentiment
Score: 5
Explanation: Neutral. The transaction is a routine disposition of shares to cover tax withholding obligations, often associated with the vesting of equity awards. It is not indicative of management's discretionary view on the company's performance or future prospects.
Future Outlook
This filing does not contain any forward-looking statements or guidance regarding the company's future outlook.
Industry Context
This is a routine insider transaction for tax withholding purposes, common across all industries when executives receive equity compensation. It does not reflect specific industry trends or competitive positioning.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Rule 10b5-1 Plan Disclosure | The reported transactions were 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). | 12/19/2025 | This indicates that the transactions were pre-planned and not based on material non-public information, enhancing transparency and compliance with insider trading regulations. It reflects sound corporate governance practices regarding executive stock transactions. |
Stakeholder Impact
- Shareholders: The disposition of 112 shares represents a negligible amount relative to the company's total outstanding shares and is a routine event for tax purposes. It is unlikely to have any material impact on shareholder value or perception of the company's fundamentals.
Key Dates
| Date | Description |
|---|---|
| 07/16/2025 | Date of Power of Attorney granted to Kathleen E. Cook. |
| 12/19/2025 | Date of common stock dispositions by Mary E. Meisner. |
| 12/22/2025 | Date the Form 4 was signed and filed with the SEC. |
Keywords
Chemung Financial, CHMG, Form 4, Insider Transaction, Stock Sale, Executive Compensation, Tax Withholding, Rule 10b5-1
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