Form 4: Chemung Financial EVP Sells Shares for Tax Purposes

Chemung Financial's Executive Vice President and CCO, Peter K Cosgrove, disposed of 191 shares of common stock in two transactions for tax withholding.

Summary

• Peter K Cosgrove, Executive Vice President & Chief Credit Officer (CCO) and Director of Chemung Financial Corp (CHMG), reported two transactions involving the disposal of common stock.
• On December 15, 2025, Cosgrove disposed of 124 shares of common stock at a price of $59.3 per share.
• On December 16, 2025, an additional 67 shares of common stock were disposed of at a price of $59.57 per share.
• Both transactions were marked with a 'F' transaction code, indicating they were for tax withholding purposes related to the vesting of equity awards.
• The transactions were made pursuant to a Rule 10b5-1(c) pre-arranged trading plan.
• Following these transactions, Peter K Cosgrove directly beneficially owns 6,275 shares of Chemung Financial Corp common stock.

Sentiment

Score: 5

Explanation: The sentiment is neutral as the reported transactions are routine, non-discretionary sales for tax withholding purposes under a pre-arranged plan, which do not typically indicate a positive or negative outlook on the company's performance.

Positives

• The transactions were executed under a Rule 10b5-1(c) plan, indicating pre-planned, non-discretionary sales, often for tax withholding, which is a routine event and not indicative of a negative outlook by the insider.

Negatives

• NA

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 filing for a financial institution executive. Such transactions, especially those for tax withholding under a 10b5-1 plan, are common across all industries and typically do not reflect specific industry trends or competitive positioning.

Comparison to Industry Standards

• Insider transactions for tax withholding (Transaction Code 'F') are standard practice across publicly traded companies when equity awards vest. This type of transaction is not a discretionary sale and is generally viewed as a neutral event, consistent with corporate governance and compensation practices in the financial sector and beyond.
• The use of a Rule 10b5-1 plan aligns with best practices for insiders to avoid accusations of trading on material non-public information, a common standard for executives in comparable financial institutions.

Stakeholder Impact

• Shareholders: Minimal direct impact as these are routine, non-discretionary sales for tax purposes and do not signal a change in management's confidence or a significant shift in ownership structure.
• Employees: No direct impact indicated by this filing.

Key Dates

Keywords

Chemung Financial Corp, CHMG, Insider Trading, Form 4, Stock Sale, Executive Vice President, Chief Credit Officer, Peter K Cosgrove, Tax Withholding, 10b5-1 Plan