CHEMUNG FINANCIAL CORP 10-K

Item 9A. CONTROLS AND PROCEDURES (a) Evaluation of Disclosure Controls and Procedures The Corporation's management, with the participation of our Chief Executive Officer, who is the Corporation's principal executive officer, and our Chief Financial Officer and Treasurer, who is the Corporation's principal financial officer, evaluated the effectiveness of the Corporation's disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) promulgated under the Exchange Act) as of December 31, 2024. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer and Treasurer have concluded that the Corporation's disclosure controls and procedures are effective as of December 31, 2024. (b) Management's Report on Internal Control over Financial Reporting We, as members of management of the Corporation, are responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Corporation's internal control over financial reporting is a process designed to provide reasonable assurance to the Corporation's management and Board of Directors regarding the reliability of financial reporting and the preparation of the Corporation's financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Corporation, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Corporation are being made only in accordance with authorizations of management and directors of the Corporation, and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Corporation's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate. As of December 31, 2024 management assessed the effectiveness of the Corporation's internal control over financial reporting based on criteria established in the 2013 Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). The objective of this assessment was to determine whether the Corporation's internal control over financial reporting was effective as of December 31, 2024. Based on the assessment, we assert that the Corporation maintained effective internal control over financial reporting as of December 31, 2024 based on the specified criteria. (c) Changes in Internal Control over Financial Reporting During the fourth quarter of 2024, there have been no changes in the Corporation’s internal control over financial reporting that have materially affected, or that are reasonably likely to material affect, the Corporation’s internal control over financial reporting. /s/ Anders M. Tomson /s/ Dale M. McKim, III Anders M. Tomson Dale M. McKim, III President and Chief Executive Officer Chief Financial Officer and Treasurer March 14, 2025 March 14, 2025 Item 9B. OTHER INFORMATION During the fourth quarter of 2024 , none of our directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Corporation securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as that term is used in SEC regulations. Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS None. 70 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Information responsive to this Item 10 is incorporated herein by reference to the Corporation's definitive proxy statement for its 2025 Annual Meeting of Shareholders, which will be filed with the SEC within 120 days after the Corporation’s 2024 fiscal year end. The Corporation has an Insider Trading Policy governing the purchase, sale and other disposition of the Chemung Financial Corporation's securities that applies to all personnel of the Corporation and its subsidiaries, including directors, officers, employees and other covered persons. The Corporation believes that its Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as applicable listing standards. A copy of the Corporation's insider trading policy is filed as Exhibit 19 to this report. ITEM 11. EXECUTIVE COMPENSATION Information responsive to this Item 11 is incorporated herein by reference to the Corporation's definitive proxy statement for its 2025 Annual Meeting of Shareholders, which will be filed with the SEC within 120 days after the Corporation’s 2024 fiscal year end. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, AND RELATED STOCKHOLDER MATTERS Information responsive to this Item 12 is incorporated herein by reference to the Corporation's definitive proxy statement for its 2025 Annual Meeting of Shareholders, which will be filed with the SEC within 120 days after the Corporation’s 2024 fiscal year end. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Information responsive to this Item 13 is incorporated herein by reference to the Corporation's definitive proxy statement for its 2025 Annual Meeting of Shareholders, which will be filed with the SEC within 120 days after the Corporation’s 2024 fiscal year end. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Information responsive to this Item 14 is incorporated herein by reference to the Corporation's definitive proxy statement for its 2025 Annual Meeting of Shareholders, which will be filed with the SEC within 120 days after the Corporation’s 2024 fiscal year end. 71 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) (1) The following consolidated financial statements of the Corporation appear on pages F-1 through F-64 of this report and are incorporated in Part II, Item 8: Report of Independent Registered Public Accounting Firm-Crowe LLP PCAOB #173 Consolidated Financial Statements : Consolidated Balance Sheets as of December 31, 2024 and 2023 Consolidated Statements of Income for the two years ended December 31, 2024 Consolidated Statements of Comprehensive Income (Loss) for the two years ended December 31, 2024 Consolidated Statements of Shareholders' Equity for the two years ended December 31, 2024 Consolidated Statements of Cash Flows for the two years ended December 31, 2024 Notes to Consolidated Financial Statements (2) Financial statement schedules have been omitted because they are not applicable or the required information is shown in the Consolidated Financial Statements or the Notes thereto under Item 8, "Financial Statements and Supplementary Data". (b) The following exhibits are either filed with this Form 10-K or are incorporated herein by reference. The Corporation's Securities Exchange Act file number is 000-13888. Exhibit The following exhibits are either filed with this Form 10-K or are incorporated herein by reference. The Corporation’s Securities Exchange Act file number is 000-13888. 3.1 Certificate of Incorporation of Chemung Financial Corporation dated December 20, 1984 (as incorporated by reference to Exhibit 3.1 to Registrant's Form 10-K for the year ended December 31, 2007 and filed with the Commission on March 13, 2008). 3.2 Certificate of Amendment to the Certificate of Incorporation of Chemung Financial Corporation, dated March 28, 1988 (as incorporated by reference to Exhibit 3.2 to Registrant's Form 10-K for the year ended December 31, 2007 and filed with the Commission on March 13, 2008). 3.3 Certificate of Amendment to the Certificate of Incorporation of Chemung Financial Corporation, dated May 13, 1998 (as incorporated by reference to Exhibit 3.4 to Registrant’s Form 10-K for the year ended December 31, 2005 and filed with the Commission on March 15, 2006). 3.4 Amended and Restated Bylaws of Chemung Financial Corporation, as amended August 17, 2022 (as incorporated by reference to Exhibit 3.2 to Registrant’s Form 8-K and filed with the Commission on August 17, 2022). 4.1 Specimen Stock Certificate (filed as Exhibit 4.1 to Registrant's Form 10-K for the year ended December 31, 2002 and incorporated herein by reference). 4.2 Description of Common Stock Registered Under Section 12 of the Securities Exchange Act of 1934, filed herewith (as incorporated by reference to Exhibit 4.2 to Registrant's Form 10-K for the year ended December 31, 2019 and filed with the Commission on March 12, 2020). 10.1 Chemung Financial Corporation 2014 Omnibus Plan and Component Plans (Chemung Financial Corporation Restricted Stock Plan, Chemung Financial Corporation Incentive Compensation Plan, Chemung Financial Corporation Directors’ Compensation Plan and Chemung Financial Corporation/Chemung Canal Trust Company Directors’ Deferred Fee Plan) (filed as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 to Registrant’s Form S-8 filed with the Commission on January 27, 2015 and incorporated herein by reference). 10.2 Change of Control Agreement dated December 19, 2018 between Chemung Canal Trust Company and Anders M. Tomson, President and Chief Executive Officer (filed as Exhibit 10.1 to Registrant’s Form 8-K filed with the Commission on December 19, 2018 and incorporated herein by reference). 10.3 Change of Control Agreement dated December 18, 2019 between Chemung Canal Trust Company and Peter K. Cosgrove, Executive Vice President and Chief Credit Officer, and incorporated herein by reference. 10.4 Change of Control Agreement dated December 18, 2019 between Chemung Canal Trust Company and Daniel D. Fariello, President of Capital Bank Division (filed as Exhibit 10.2 to Registrant’s Form 8-K filed with the Commission on December 23, 2019 and incorporated herein by reference). 72 10.5 Change of Control Agreement dated December 18, 2019 between Chemung Canal Trust Company and Loren D. Cole, Executive Vice President and Chief Information Officer, (as incorporated by reference to Exhibit 10.8 to Registrant's Form 10-K for the year ended December 31, 2019 and filed with the Commission on March 12, 2020). 10.6 Chemung Financial Corporation 2021 Equity Incentive Plan (filed as Exhibit 10.1 to Registrant's Form 8-K filed with the Commission on June 8, 2021 and incorporated herein by reference). 10.7 Consent Order between Chemung Canal Trust Company and the New York State Department of Financial Services dated June 24, 2021 (filed as Exhibit 10.1 to Registrant's Form 8-K filed with the Commission on June 29, 2021 and incorporated herein by reference). 10.8 Form of Incentive Stock Option Award Agreement (filed as Exhibit 10.2 to Registrant's Registration Statement on Form S-8 (333-257227) filed with the Commission on June 21, 2021 and incorporated herein by reference). 10.9 Form of Non-Qualified Stock Option Award Agreement (filed as Exhibit 10.3 to Registrant's Registration Statement on Form S-8 (333-257227) filed with the Commission on June 21, 2021 and incorporated herein by reference). 10.10 Form of Restricted Stock Award Agreement (filed as Exhibit 10.4 to Registrant's Registration Statement on Form S-8 (333-257227) filed with the Commission on June 21, 2021 and incorporated herein by reference). 10.11 Chemung Canal Trust Company Defined Contribution Supplemental Executive Retirement Plan, (as incorporated by reference to Exhibit 10.12 to Registrant's Form 10-K for the year ended December 31, 2021 and filed with the Commission on March 23, 2022). 10.12 Chemung Canal Trust Company Defined Contribution Supplemental Executive Retirement Plan-Amendment Number One, as amended on November 16, 2022 (filed as Exhibit 10.1 to Registrant's Form 8-K filed with the Commission on November 21, 2022 and incorporated herein by reference). 10.13 Change of Control Agreement dated June 2, 2023 between Chemung Canal Trust Company and Dale M. McKim, III, Executive Vice President, Chief Financial Officer and Treasurer, (filed as Exhibit 10.1 to Registrant's Form 8-K filed with the Commission on June 2, 2023 and incorporated herein by reference). 19 Policy Related to Insider Trading, filed herewith.* 21 Subsidiaries of the Registrant.* 23.0 Consent of Crowe LLP, Independent Registered Public Accounting Firm.* 31.1 Certification of President and Chief Executive Officer of the Registrant pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.* 31.2 Certification of Treasurer and Chief Financial Officer of the Registrant pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.* 32.1 Certification of President and Chief Executive Officer of the Registrant pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 19 U.S.C. §1350.* 32.2 Certification of Treasurer and Chief Financial Officer of the Registrant pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 19 U.S.C. §1350.* 97 Policy Relating to Recovery of Erroneously Awarded Compensation, incorporated herein by reference. 101.INS Instance Document 101.SCH XBRL Taxonomy Schema* 101.CAL XBRL Taxonomy Calculation Linkbase* 101.DEF XBRL Taxonomy Definition Linkbase* 101.LAB XBRL Taxonomy Label Linkbase* 101.PRE XBRL Taxonomy Presentation Linkbase* * Filed herewith. ITEM 16. 10-K SUMMARY None. 73 CHEMUNG FINANCIAL CORPORATION INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Pages F-1 to F-64 Page Report of Independent Registered Public Accounting Firm-Crowe LLP PCAOB # 173 F- 1 Consolidated Financial Statements Consolidated Balance Sheets as of December 31, 2024 and 2023 F- 4 Consolidated Statements of Income for the two years ended December 31, 2024 F- 5 Consolidated Statements of Comprehensive Income for the two years ended December 31, 2024 F- 6 Consolidated Statements of Shareholders' Equity for the two years ended December 31, 2024 F- 7 Consolidated Statements of Cash Flows for the two years ended December 31, 2024 F- 8 Notes to Consolidated Financial Statements F- 10 74 Report of Independent Registered Public Accounting Firm Board of Directors and Shareholders Chemung Financial Corporation and Subsidiaries Elmira, New York Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Chemung Financial Corporation and Subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the "financial statements"). We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years then ended in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework: (2013) issued by COSO. Basis for Opinions The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s financial statements and an opinion on the Company’s internal control over financial reporting 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 Company 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 audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements 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 management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. F-1 Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Allowance for Credit Losses – Qualitative Factors As described in Notes 1 and 4 to the consolidated financial statements, the company accounts for credit losses under ASC 326, Financial Instruments – Credit Losses. ASC 326 requires the measurement of expected lifetime credit losses for financial assets measured at amortized cost at the reporting date. As of December 31, 2024, the balance of the Allowance for Credit Losses (“ACL”) on Loans was $21.4 million. Management employees a process and methodology to estimate the ACL on Loans collectively analyzed for impairment including both quantitative and qualitative components. The methodology for evaluating the quantitative component includes pooling loans into portfolio segments based on the risk profile of each instrument. The quantitative component of the estimate relies on the statistical relationship between the projected value of an economic indicator and the implied historical loss experience among a curated group of peers. Management utilizes a regression analysis to identify suitable economic variables, known as loss drivers, for each pool of loans. Based on the results of this analysis, a probability of default (PD) and a loss given default (LGD) is assigned to each potential value of an economic indicator for each pool of loans, which is applied to derive the statistical loss implications thereof. The DCF incorporates a presumed loss for each period of the calculation, as well as assumed recoveries of past losses, to reach a present value for each loan. The reserve applied to a specific instrument is the difference between the sum of the present value of future cash flows and the book balance of the loan at the measurement date. The ACL model incorporates qualitative adjustments in order to calibrate the model for risk in each portfolio segment that reflects management’s expectation of loss conditions differing from those already captured in the quantitative component of the model. We identified auditing the qualitative component of the ACL on pooled loans as a critical audit matter because evaluating qualitative adjustments involved a high degree of auditor judgment and audit effort, including the need to involve more experienced audit personnel including the use of internal specialists. F-2 The primary procedures we performed to address this critical audit matter included: • Testing controls over the qualitative component of the ACL on pooled loans, including controls addressing: ◦ Relevance and reliability of data used to determine the qualitative adjustments. ◦ Reasonableness of management’s judgments applied in the determination of qualitative adjustments. ◦ The appropriateness of the calculation of the qualitative adjustments, including the verification that the qualitative adjustments are appropriately applied in the ACL. ◦ Management’s review of the appropriateness of qualitative adjustments framework. • Substantively testing management’s estimate, including evaluating their judgments and assumptions, for the qualitative component of the ACL on loans collectively analyzed, which included: ◦ Evaluating the appropriateness of the qualitative adjustment framework, with the assistance of internal specialists. ◦ Evaluating the reasonableness of management’s judgments related to the qualitative adjustments to determine if the qualitative adjustments are developed in accordance with management’s policies and were consistently applied over the period. ◦ Evaluating relevance and reliability of data from internal and external sources considered in the evaluation of qualitative adjustments. ◦ Evaluating the mathematical accuracy of the calculation of qualitative adjustments, including evaluating that the qualitative adjustments are appropriately applied in the ACL. Crowe LLP We have served as the Company's auditor since 2006. Livingston, New Jersey March 14, 2025 F-3 CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, (in thousands, except share and per share amounts) 2024 2023 ASSETS Cash and due from financial institutions $ 26,224 $ 22,247 Interest-earning deposits in other financial institutions 20,811 14,600 Total cash and cash equivalents 47,035 36,847 Equity investments, at fair value 3,235 3,046 Securities available for sale, at estimated fair value (amortized cost of $ 617,271 , net of allowance for credit losses on securities of $ 0 as of December 31, 2024; and amortized cost of $ 669,092 , net of allowance for credit losses on securities of $ 0 as of December 31, 2023) 531,442 583,993 Securities held to maturity, (estimated fair value of $ 808 as of December 31, 2024 and $ 785 as of December 31, 2023 net allowance for credit losses of $ 0 as of December 31, 2024 and December 31, 2023, respectively) 808 785 FHLBNY and FRBNY Stock, at cost 9,117 5,498 Loans, net of deferred loan fees 2,071,419 1,972,664 Allowance for credit losses ( 21,388 ) ( 22,517 ) Loans, net 2,050,031 1,950,147 Loans held for sale — — Premises and equipment, net 16,375 14,571 Operating lease right-of-use assets 5,446 5,648 Goodwill 21,824 21,824 Bank owned life insurance 2,952 2,914 Interest rate swap assets 23,829 23,942 Accrued interest receivable and other assets 64,053 61,314 Total assets $ 2,776,147 $ 2,710,529 LIABILITIES AND SHAREHOLDERS' EQUITY Deposits: Non interest-bearing $ 625,762 $ 653,166 Interest-bearing 1,771,121 1,776,261 Total deposits 2,396,883 2,429,427 FHLBNY overnight advances 109,110 31,920 Long-term finance lease obligation 3,779 3,050 Operating lease liabilities 5,629 5,827 Dividends payable — 1,469 Interest rate swap liabilities 23,851 23,981 Accrued interest payable and other liabilities 21,586 19,614 Total liabilities 2,560,838 2,515,288 Shareholders' equity: Common stock, $ 0.01 par value per share, 10,000,000 shares authorized; 5,310,076 issued as of December 31, 2024 and December 31, 2023 53 53 Additional-paid-in capital 48,783 47,773 Retained earnings 247,705 229,930 Treasury stock, at cost ( 555,881 shares as of December 31, 2024; 572,663 shares as of December 31, 2023) ( 16,167 ) ( 16,502 ) Accumulated other comprehensive (loss) ( 65,065 ) ( 66,013 ) Total shareholders' equity 215,309 195,241 Total liabilities and shareholders' equity $ 2,776,147 $ 2,710,529 See accompanying notes to consolidated financial statements. F-4 CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME YEARS ENDED DECEMBER 31, (in thousands, except per share amounts) 2024 2023 Interest and Dividend Income: Loans, including fees $ 112,128 $ 97,228 Taxable securities 13,029 14,283 Tax exempt securities 1,009 1,035 Interest-earning deposits 1,398 528 Total interest and dividend income 127,564 113,074 Interest Expense: Deposits 50,052 35,926 Borrowed funds 3,453 2,691 Total interest expense 53,505 38,617 Net interest income 74,059 74,457 Provision (credit) for credit losses ( 46 ) 3,262 Net interest income after provision for credit losses 74,105 71,195 Non-Interest Income: Wealth management group fee income 11,573 10,460 Service charges on deposit accounts 4,042 3,919 Interchange revenue from debit card transactions 4,426 4,606 Net (losses) on securities transactions — ( 39 ) Change in fair value of equity investments 179 103 Net gain on sales of loans held for sale 214 144 Net gains (losses) on sales of other real estate owned ( 18 ) 37 Income from bank owned life insurance 38 43 Other 2,776 5,276 Total non-interest income 23,230 24,549 Non-Interest Expenses: Salaries and wages 28,457 26,832 Pension and other employee benefits 8,083 7,368 Other components of net periodic pension cost (benefit) ( 909 ) ( 676 ) Net occupancy expenses 5,832 5,637 Furniture and equipment expenses 1,659 1,728 Data processing expense 10,093 9,840 Professional services 2,353 2,293 Marketing and advertising expense 1,182 923 Other real estate owned expenses 157 ( 20 ) FDIC insurance 2,120 2,128 Loan expense 1,182 1,047 Other 7,041 7,143 Total non-interest expenses 67,250 64,243 Income before income tax expense 30,085 31,501 Income tax expense 6,414 6,501 Net income $ 23,671 $ 25,000 Weighted average shares outstanding (in thousands) 4,770 4,732 Basic and diluted earnings per share $ 4.96 $ 5.28 See accompanying notes to consolidated financial statements. F-5 CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, (in thousands) 2024 2023 Net income $ 23,671 $ 25,000 Other comprehensive income (loss): Unrealized holding gain (loss) on securities available for sale ( 730 ) 11,524 Reclassification adjustment (losses) realized in net income — ( 14 ) Net unrealized gain (loss) ( 730 ) 11,510 Tax effect 191 ( 3,014 ) Net of tax amount ( 539 ) 8,496 Change in funded status of defined benefit pension plan and other benefit plans: Net gain arising during the period 1,985 950 Reclassification adjustment for amortization of net actuarial losses 30 63 Total before tax effect 2,015 1,013 Tax effect ( 528 ) ( 265 ) Net of tax amount 1,487 748 Total other comprehensive income 948 9,244 Comprehensive income $ 24,619 $ 34,244 See accompanying notes to consolidated financial statements. F-6 CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY Common Stock Additional Paid-in Capital Retained Earnings Treasury Stock Accumulated Other Comprehensive (Loss) Total Balances as of December 31, 2022 $ 53 $ 47,331 $ 211,859 $ ( 17,598 ) $ ( 75,257 ) $ 166,388 Cumulative effect of accounting change (a) — — ( 1,076 ) — — ( 1,076 ) Balances as of January 1, 2023 53 47,331 210,783 ( 17,598 ) ( 75,257 ) 165,312 Net income — — 25,000 — — 25,000 Other comprehensive income — — — 9,244 9,244 Restricted stock awards — 1,139 — — — 1,139 Distribution of 26,166 shares of treasury stock granted for employee restricted stock awards, net — ( 752 ) — 752 — — Restricted stock units for directors' deferred compensation plan — 20 — — — 20 Cash dividends declared ($ 1.24 per share) — — ( 5,853 ) — — ( 5,853 ) Distribution of 8,492 shares of treasury stock for directors' compensation — ( 147 ) — 243 — 96 Sale of 14,994 shares of treasury stock (b) — 171 — 430 — 601 Repurchase of 6,541 shares of common stock — — — ( 316 ) — ( 316 ) Forfeiture of 326 shares of restricted stock awards — 11 — ( 13 ) — $ ( 2 ) Balances as of December 31, 2023 $ 53 $ 47,773 $ 229,930 $ ( 16,502 ) $ ( 66,013 ) $ 195,241 Common Stock Additional Paid-in Capital Retained Earnings Treasury Stock Accumulated Other Comprehensive (Loss) Total Balances as of January 1, 2024 53 47,773 229,930 ( 16,502 ) ( 66,013 ) 195,241 Net income — — 23,671 — — 23,671 Other comprehensive income — — — 948 948 Restricted stock awards — 1,238 — — — 1,238 Distribution of 6,881 shares of treasury stock granted for employee restricted stock awards, net — ( 198 ) — 198 — — Restricted stock units for directors' deferred compensation plan — 21 — — — 21 Cash dividends declared ($ 1.24 per share) — — ( 5,896 ) — ( 5,896 ) Distribution of 7,515 shares of treasury stock for directors' compensation — ( 217 ) — 217 — — Sale of 9,322 shares of treasury stock (b) — 161 — 269 — 430 Repurchase of 6,821 shares of common stock — — — ( 344 ) — ( 344 ) Forfeiture of 115 shares of restricted stock awards — 5 — ( 5 ) — — Balances as of December 31, 2024 $ 53 $ 48,783 $ 247,705 $ ( 16,167 ) $ ( 65,065 ) $ 215,309 (a) Implementation of ASC 326. See Adoption of New Accounting Standards" discussion in Note 1. (b) All treasury stock sales were completed at the prevailing market price with the Chemung Canal Trust Company Profit Sharing, Savings, and Investment Plan which is a defined contribution plan sponsored by the Bank. See accompanying notes to consolidated financial statements. F-7 CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOW (in thousands) YEARS ENDED DECEMBER 31, CASH FLOWS FROM OPERATING ACTIVITIES: 2024 2023 Net income $ 23,671 $ 25,000 Adjustments to reconcile net income to net cash provided by operating activities: Amortization of right-of-use assets 202 801 Amortization of intangible assets — — Deferred income tax (benefit) expense 1,121 ( 1,609 ) Provision for credit losses ( 46 ) 3,425 Loss (gain) on disposal of fixed assets ( 39 ) 3 Depreciation and amortization of fixed assets 1,814 2,001 Amortization of premiums on securities, net 2,259 2,458 Gains on sales of loans held for sale, net ( 214 ) ( 144 ) Proceeds from sales of loans held for sale 11,867 6,569 Loans originated and held for sale ( 11,653 ) ( 6,425 ) Net (gains) on sale of other real estate owned 18 ( 37 ) Write-downs on OREO 45 3 Net change in fair value of equity investments ( 179 ) ( 103 ) Net purchases of equity investments ( 10 ) ( 113 ) Net (gains) on interest rate swaps ( 17 ) ( 16 ) (Increase) in other assets ( 2,653 ) ( 1,298 ) Increase in accrued interest payable 487 2,115 Expense related to restricted stock units for directors' deferred compensation plan 21 20 Expense related to employee restricted stock awards 1,238 1,139 Payments on operating leases ( 198 ) ( 1,594 ) Increase (decrease) in other liabilities 2,119 ( 1,271 ) Income from bank owned life insurance ( 38 ) ( 43 ) Net cash provided by operating activities 29,815 30,881 CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sales, maturities, calls, and principal paydowns on securities available for sale 54,519 60,852 Proceeds from sales, maturities and principal collected on securities held to maturity 177 1,613 Purchases of securities available for sale ( 4,957 ) ( 3,209 ) Purchases of securities held to maturity ( 200 ) — Purchase of FHLBNY and FRBNY stock ( 31,656 ) ( 99,926 ) Redemption of FHLBNY and FRBNY stock 28,037 102,625 Proceeds from sales of fixed assets 44 — Purchases of premises and equipment ( 3,626 ) ( 462 ) Proceeds from sale of other real estate owned 403 288 Net (increase) in loans ( 100,464 ) ( 144,162 ) Net cash (used by) provided by investing activities ( 57,723 ) ( 82,381 ) CASH FLOWS FROM FINANCING ACTIVITIES: Net (decrease) in demand, interest-bearing demand, savings, and insured money market deposits ( 44,191 ) ( 107,681 ) Net increase in time deposits 11,647 209,881 Net change in FHLBNY overnight advances 77,190 ( 63,890 ) Increases in (payments on) finance leases 729 ( 277 ) Purchase of treasury stock ( 344 ) ( 316 ) Sale of treasury stock 430 601 Cash dividends paid ( 7,365 ) ( 5,840 ) Net cash (used in) provided by financing activities 38,096 32,478 Net increase (decrease) in cash and cash equivalents 10,188 ( 19,022 ) Cash and cash equivalents, beginning of period 36,847 55,869 Cash and cash equivalents, end of period $ 47,035 $ 36,847 F-8 CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended December 31, 2024 2023 Supplemental disclosure of cash flow information: Cash paid during the year for: Interest $ 53,018 $ 36,502 Income Taxes $ 6,084 $ 7,863 Supplemental disclosure of non-cash activity: Transfer of loans to other real estate owned $ 552 $ 378 Dividends declared, not yet paid $ — $ 1,469 Right-of-use assets obtained through finance lease liabilities $ 935 $ — See accompanying notes to consolidated financial statements. F-9 CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024 and 2023 (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ORGANIZATION The Corporation, through its wholly-owned subsidiaries, the Bank and CFS Group, Inc., provides a wide range of banking, financing, fiduciary and other financial services to its clients. The Corporation is subject to the regulations of certain federal and state agencies and undergoes periodic examinations by those regulatory agencies. Chemung Risk Management, Inc., (CRM), a wholly-owned subsidiary of the Corporation, was a Nevada-based captive insurance company which insured against certain risks unique to the operations of the Corporation and its subsidiaries and for which insurance may not have been currently available or economically feasible in today's insurance marketplace. CRM was dissolved by the Corporation, effective December 6, 2023. BASIS OF PRESENTATION The accompanying consolidated financial statements have been prepared in conformity with GAAP and include the accounts of the Corporation and its subsidiaries. All significant intercompany balances and transactions are eliminated in consolidation. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and disclosures provided, and actual results could differ. CASH AND CASH EQUIVALENTS Cash and cash equivalents include cash and amounts due from banks and demand interest-bearing deposits with other financial institutions. EQUITY INVESTMENTS Securities that are held to fund a non-qualified deferred compensation plan and securities that have a readily determinable fair market value, are recorded at fair value with changes in fair value and interest and dividend income included in earnings. SECURITIES Management determines the appropriate classification of securities at the time of purchase. If the Corporation has the intent and the ability at the time of purchase to hold securities until maturity, they are classified as held to maturity and carried at amortized cost. Securities to be held for indefinite periods of time or not intended to be held to maturity are classified as available for sale and carried at fair value. Premiums and discounts are amortized or accreted over the life of the related security as an adjustment to yield using the interest method. Dividend and interest income on securities is recognized on an accrual basis. Unrealized holding gains and losses on securities classified as available for sale are excluded from earnings and reported as accumulated other comprehensive income (loss) in shareholders' equity, net of the related tax effects, until realized. Realized gains and losses are determined using the specific identification method. Management assesses available for sale securities in an unrealized loss position on at least a quarterly basis, and more frequently if economic or market conditions warrant such an evaluation, to determine whether it intends to sell, or it is more likely than not that it will be required to sell a security in an unrealized loss position before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security's amortized basis is written down to fair value through current period earnings. F-10 Available for sale securities in a loss position that do not meet either of the aforementioned criteria, are reviewed by management to determine whether the unrealized loss is due to credit-related factors or other non-credit related factors. In making this determination, management evaluates a range of variables including the extent to which fair value is less than amortized cost, existing conditions that may adversely impact the issuer, changes to the credit rating of either the issuer or the specific security, among other considerations. An allowance for credit losses is established for securities when upon evaluation, management has determined that a portion of unrealized losses are due at least in part to credit-related factors. The allowance for credit losses is determined as the difference between the present value of expected cash flows using the security's effective interest rate and the amortized basis of the security, limited to the extent by which amortized basis exceeds fair value. Expected credit losses on held to maturity securities are measured on a collective basis when similar risk characteristics exist, and on an individual basis for securities that do not share risk characteristics with those analyzed on a collective basis. Accrued interest receivable on securities is excluded from any measurement of an allowance for credit losses. As of December 31, 2024 and 2023, accrued interest receivable on securities was $ 1.9 million and $ 2.1 million, respectively. A majority of the Corporation's available for sale securities portfolio is held in obligations issued by U.S. Government entities or agencies and enterprises affiliated with the U.S. Government. Due to the explicit or implicit guarantee of the full faith and credit of the U.S. Government, the Corporation considers these securities to carry a zero credit loss assumption. Securities included under this implication include U.S. Treasury securities, mortgage backed securities issued by government-sponsored enterprises, and SBA pooled loan securities. Management monitors conditions that may impact these zero credit loss assumptions on a regular basis. FEDERAL HOME LOAN BANK AND FEDERAL RESERVE BANK STOCK The Bank is a member of both the FHLBNY and the FRBNY. FHLBNY members are required to own stock proportional to their level of borrowings and participation in the Mortgage Asset Program (MAP), among other factors, while FRBNY members are required to own stock proportionally based on a percentage of the Bank’s capital stock and surplus. FHLBNY and FRBNY stock are carried at cost and classified as non-marketable equities and periodically evaluated for impairment based on ultimate recovery of par value. Cash and stock dividends are reported as income. LOANS Loans are stated at their amortized basis, which is the amount of unpaid principal balance net of unamortized deferred loan cost and fees. An accounting policy election was made to exclude accrued interest receivable from the amortized cost basis of loans. Accrued interest receivable is included in accrued interest and other assets on the Corporation's Consolidated Balance Sheets. The Corporation has the ability and intent to hold its loans for the foreseeable future. The Corporation’s loan portfolio is comprised of the following segments: (i) commercial and industrial, (ii) commercial mortgages, (iii) residential mortgages, and (iv) consumer loans. Commercial and industrial loans primarily consist of loans to small and mid-sized businesses in the Corporation’s market area in a diverse range of industries. These loans are typically made on the basis of the borrower’s ability to make repayment from the cash flow of the borrower’s business. Commercial mortgage loans are generally non-owner occupied commercial properties or owner occupied commercial real estate. Repayment of these loans is often dependent upon the successful operation and management of the properties and the businesses occupying the properties, as well as on the collateral securing the loan. Residential mortgage loans are generally made on the basis of the borrower’s ability to make repayment from their employment and other income, but are secured by real property. Consumer loans include home equity lines of credit and home equity loans, which exhibit many of the same characteristics as residential mortgages. Indirect and other consumer loans are typically secured by depreciable assets, such as automobiles, and are dependent on the borrower’s continuing financial stability. Interest on loans is accrued and credited to operations using the interest method. Past due status is based on the contractual terms of the loan. The accrual of interest is generally discontinued and previously accrued interest is reversed when loans become 90 days delinquent. Loans may also be placed on non-accrual status if management believes such classification is otherwise warranted. Payments received on nonaccrual loans are generally applied to principal using the cost recovery method, but in limited instances may be recognized as interest income on a cash basis. Loans are generally returned to accrual status when they become current as to principal and interest and remain current for a period of six consecutive months or when, in the opinion of management, the Corporation expects to receive all of its original principal and interest. Loan origination fees and certain direct loan origination costs are deferred and amortized over the life of the loan as an adjustment to yield, using the interest method. F-11 LOAN MODIFICATIONS TO BORROWERS EXPERIENCING FINANCIAL DIFFICULTY Effective January 1, 2023, the Corporation adopted ASU 2022-02 Financial Instruments - Credit Losses (Topic 326) Troubled Debt Restructurings (TDR) and Vintage Disclosures, which superseded existing TDR measurement and disclosures, and added additional disclosure requirements related to modifications made on loans to borrowers experiencing financial difficulty. Under prior guidance, a TDR was deemed to have occurred when the Corporation modified a loan to a borrower experiencing financial difficulty, and where a concession was made by the Corporation. Under ASU 2022-02, the Corporation evaluates loan modifications to borrowers experiencing financial difficulty on the basis and extent of their direct impact on contractual cash flows. Modifications under this guidance include principal forgiveness, interest rate reductions, more than insignificant payment delays, term extensions, or a combination thereof. Payment delays are generally considered insignificant when the duration of the delay is less than or equal to three months. Once a loan modification is determined to meet the aforementioned criteria, a determination is made by management as to whether the modification represents the continuation of an existing loan, or a new loan, in accordance with ASC-310-20-35-9 through 11. The Corporation considers a loan modification to represent the establishment of a new loan if the resulting terms are at least as favorable to the Corporation as the terms made to other borrowers with similar risk profiles. When a modification is determined to represent a new loan, all unamortized deferred costs and fees are immediately recognized through interest income when the modification is granted. Modifications that do not meet this criteria are considered a continuation of the existing loan, and all unamortized deferred costs and fees are carried forward as part of the modified loan's amortized basis. ALLOWANCE FOR CREDIT LOSSES ON LOANS The allowance for credit losses is an amount management believes will be adequate to absorb estimated lifetime credit losses inherent in its various portfolios of loans. The Corporation adopted ASC 326 - Financial Instruments-Credit Losses effective January 1, 2023. The allowance is estimated using the Corporation's CECL methodology, which utilizes historical information, current conditions, and reasonable and supportable economic forecasts to estimate expected lifetime credit losses as of the measurement date. In November 2019, the FASB adopted an amendment to postpone the effective date of ASU 2016-13 to January 2023 for certain entities, including certain Securities and Exchange Commission filers, public business entities, and private companies. As a smaller reporting company, the Corporation was eligible for and elected delayed adoption. The Corporation adopted the standard, effective January 1, 2023, and recognized a one-time cumulative adjustment to retained earnings as of January 1, 2023 to reflect the change in methodology. The cumulative-effect adjustment did not have an impact on prior year results. Retained earnings was reduced by $ 1.5 million, or $ 1.1 million, net of tax, effective January 1, 2023. The $ 1.5 million adjustment was reflective of the establishment of an allowance for credit losses on unfunded commitments, totaling $ 1.1 million, and a $ 0.4 million addition to the allowance for credit losses on loans, reflecting the change in methodology. Under the Corporation's CECL methodology, loans are analyzed on either a pooled (collective) basis or an individual basis, based on an assessment of risk factors. Loans exhibiting similar risk characteristics are pooled based on assigned FFIEC Call Report codes. When a determination is made that a loan no longer exhibits risk characteristics consistent with its assigned pool, it is designated for individual analysis. Pooled loans utilize both quantitative and qualitative components to determine an appropriate estimate of the allowance for credit losses. The quantitative component is based on an estimated discounted cash flow (DCF) analysis, performed at the loan level. Underlying assumptions on which the DCF calculation is based incorporate the relationship between projected values of an economic variable, and the implied historical loss experience amongst a group of peers curated by management. The Corporation utilizes a regression analysis to identify suitable economic variables, known as loss drivers, for each pool of loans. Based on the results of this analysis, a probability of default (PD) and a loss given default (LGD) is assigned to each potential value of an economic variable for each pool of loans, which is applied to derive the statistical loss implications thereof. The DCF incorporates a presumed loss for each period of the calculation, as well as assumed recoveries of past losses, to determine a present value for each loan. A loan's modeled allowance for credit losses equals the book balance as of the measurement date, less the estimated present value of cash flows. Forecasted economic variables are applied over a four quarter period, and revert to the historical mean of the economic variable over an eight quarter period, on a straight line basis. Based on assigned FFIEC Call Report codes, the risk characteristics of lending activities, and collateral composition among loans within Call Report codes, the Corporation has disaggregated its loan portfolio into the following nine pools: F-12 Construction - Commercial and retail loans secured by real estate made for the purposes of on-site construction or land development, and are actively in the construction phase. This portfolio largely consists of commercial construction loans, as well as a limited number of residential single family construction-to-permanent loans. Construction loans are typically evaluated using an "as-stabilized" or "as completed" appraisal valuation, and the Corporation seeks sponsors who can provide sufficient equity and project inception or who have a proven track record of successfully completing similar projects. Specific risks associated with construction lending include fluctuations in market conditions prior to completion of the construction phase, work quality, cost overruns, and the realization of borrower assurances related to pre-sales, tenant contracts, and financial covenants, among others. Home Equity Lines of Credit and Junior Liens - Retail loans secured by secondary or otherwise subordinate lien positions on 1-4 family residential real estate. Repayment sources generally depend on borrowers' primary source of income and terms are assessed based on borrowers' equity position in the collateralized property. Specific risks associated with secondary liens include a greater default risk than on associated primary liens as borrowers are likely to prioritize payments on outstanding debt secured by a primary lien position. Secondary lien positions are additionally exposed to greater market risk in the event of foreclosure, and therefore are more sensitive to changes in underlying collateral valuations than primary lien positions. 1-4 Family Residential First Liens - Retail and commercial loans secured by primary lien positions on 1-4 family residential real estate. For retail loans, repayment is primarily dependent on borrowers' primary source of income, with the collateralized property providing a strong secondary source or repayment. In contrast, repayment of commercial loans secured by primary liens on residential property may be more diverse and include rental income generated by the property. Specific risks include localized economic conditions, which may impact both a collateralized property's value and employment prospects for borrowers reliant on their primary source of income for repayment, as well as regulatory risks specific to housing which may inhibit a bank's ability to pursue alternative means of repayment. Multifamily - Commercial real estate secured by residential properties comprised of greater than four livable units. Multifamily properties are commonly managed by the borrower or its affiliates and rented to tenants for residential purposes. Repayment sources generally consist of rental income generated by the property. Specific risks include a borrower's ability to attract and retain a base of tenants at rental rates in excess of those required to finance, manage, and maintain the property, as well as risks relating to demographic shifts in the population of prospective tenants. Owner Occupied Commercial Real Estate - Commercial real estate loans secured by property occupied and or operated by the primary borrower or a related entity. Repayment is generally dependent on cash flow from the operation of the borrower's businesses, which may or may not be primarily conducted through the use of the financed property. Specific risks include borrower industry and the competence of borrowers in executing business objectives. Additionally, certain properties may be built to suit for the borrower's industry, and therefore may have limited marketability outside of a specific industry. Non Owner Occupied Commercial Real Estate - Commercial real estate loans secured by properties managed and maintained by the borrowers, but are reliant on rental income from unrelated lessees to provide cash flow for repayment. The successful operations of tenant organizations may significantly impact borrowers' ability to service these obligations. Specific risks include the limited influence a borrower can have on tenant success, as well as potential difficulty in finding suitable or willing replacement tenants should vacancies arise. The Corporation seeks to lend to sponsors who have demonstrated a capability of aligning with strong and predictable tenants, considering both the current environment tenants operate in as well as future prospects for their industries, including their need for comparable space in the future. Commercial and industrial - Commercial purpose loans primarily secured by the assets of borrowers businesses. These loans are extended to a diverse range of industries and may also include loans for commercial real estate purposes, but which are secured by assets other than real estate. The successful operation of borrower businesses provides the primary source of repayment for these loans. Management identifies a primary commonality amongst these loans to be inherent collateral risk exposure. Business assets may have significant variation in collateral value, and the realized liquidation value to the Corporation may be equally variable. Normal usage and industry specificity can have a considerable impact on collateral value. Consumer - Retail loans primarily secured by vehicles or other personal collateral. Indirect auto lending comprises a majority of lending activity in this pool. Repayment is largely dependent on borrowers' primary income source, through employment or otherwise. Broad economic condition and borrowers' specific personal skill sets can significantly influence the ability to maintain an adequate employment status to service consumer debt. Relationships with auto dealership networks also impacts the quality of borrowers seeking financing for vehicles, subject to the Corporation's system of underwriting and loan review. Auto collateral values typically depreciate relatively quickly, compared to other asset classes, and expose the Corporation to additional collateral risk. F-13 Other - Loans to borrowers whose organizations' are generally engaged in activities other than traditional business operations, such as non profit entities including medical groups, clubs and associations, religious organizations, and museums. These loans are generally classified based on their organizational structure and a common specific risk includes reliance on outside funding sources to conduct operations. The quantitative component of the pooled allowance is supplemented by qualitative adjustments. Qualitative adjustments represent the extent to which management determines its expectation of risk differs from the results of the quantitative analysis, in large part encompassing risk factors that may not be fully captured by the quantitative model. Management uses the following nine qualitative factors when considering appropriate adjustments: (1) lending policies and procedures, including underwriting standards and collection, charge-off, and recovery policies, (2) national and local economic conditions and developments, including the condition of various market segments, (3) loan terms and changes in loan terms and conditions, (4) the experience, ability, and depth of lending management and staff, (5) the volume and severity of past due, classified, criticized, and watch-list loans, nonaccrual loans, and loan modifications to borrowers experiencing financial difficulty (6) the quality of the Bank’s loan review system and the degree of oversight by the Bank’s Board of Directors, (7) collateral related considerations including: securitization level, type, and valuations, (8) the existence and effect of any concentrations of credit, and changes in the level of such concentrations, (9) the effect of external factors, such as competition, legal, and regulatory factors. The impact of any qualitative adjustments on management's estimates are dependent upon the relationship between the results of quantitative analysis conducted under severe and protracted recessionary conditions and the current period's quantitative analysis. The additional loss rate available for qualitative adjustments is limited to the difference between the loss rate calculated under the severe recessionary scenario and the loss rate used in the current period's quantitative analysis. This methodology provides a structured framework for management to apply qualitative adjustments consistently over time. Loans determined to require individual analysis are primarily valued and measured for credit loss based on collateral, using the collateral-dependent practical expedient as prescribed in ASC 326. Measurement is performed based on the most recently available appraisal and it is the Corporation's policy to obtain updated appraisals by independent third parties on loans secured by real estate at the time a loan is determined to require individual analysis. A specific allocation to the allowance for credit losses is made on collateral-dependent loans to the extent the value of collateral, net of adjustments for estimated selling costs and management discounts, is less than book value as of the measurement date. Loans not considered to be collaterally dependent are analyzed using a cash flow analysis. A cash flow analysis is performed using a loan's effective interest rate and is discounted to determine appropriate fair value. To the extent a loan's book balance exceeds the present value of cash flows, a specific allocation to the allowance for credit losses is made. The Corporation established an allowance for credit losses on unfunded commitments, effective January 1, 2023 as part of its adoption of ASC 326. The Corporation records an allowance for credit losses on unfunded commitments utilizing a methodology consistent with its methodology for estimating lifetime credit losses on its portfolio of outstanding loans. The Corporation disaggregates unfunded commitments into pools congruent with its methodology for pooling outstanding loans. A funding rate is determined to represent a credit conversion factor based on historical funding experience. The loss rate applied to the estimated funded balance is equivalent to the overall loss rate applied to on-balance sheet exposures in its designated pool. The Corporation is not required to establish an allowance for credit losses on commitments that are deemed to be unconditionally cancellable at the sole discretion of the Corporation. The allowance for credit losses is increased through a provision for credit losses charged to operations. Loans are charged against their respective allowance for credit losses when management believes the collectability of all or a portion of the principal balance is unlikely. Management's evaluation of the adequacy of the allowance for credit losses is performed on a periodic basis and takes into consideration such factors as the credit risk grade assigned to a loan, historical credit loss experience, and review of information specific and pertinent to the borrower. While management uses available information to recognize credit losses on loans, future additions to the allowance may be necessary based on changes in economic conditions, regulatory requirements, or other new information. LOANS HELD FOR SALE Certain mortgage loans are originated with the intent to sell. The Bank typically retains the right to service these mortgages upon sale. Loans held for sale are recorded at the lower of cost or fair value in the aggregate and are regularly evaluated for changes in fair value. Commitments to sell loans that are originated for sale are recorded at fair value. If necessary, a valuation allowance is established with a charge to income for unrealized losses attributable to a change in market conditions. F-14 LEASES Leases are classified as operating or finance leases on the lease commencement date. At inception, the Corporation determines the lease term by considering the minimum contractual term and all optional renewal periods the Corporation is reasonably certain to renew. The implicit discount rate used to determine lease liabilities is based upon incremental borrowing rates the Corporation could access for similar terms as of the commencement or remeasurement date. The Corporation records operating leases on the balance sheet as a lease liability equal to the present value of future minimum payments under the lease terms, and a right-of-use asset equal to the lease liability. The lease term is also used to calculate straight-line rent expense. The Corporation's leases do not contain residual value guarantees or material variable lease payments that may impact the Corporation's ability to pay dividends or cause the Corporation to incur additional financial obligations. Rent expense and variable lease expense are included in net occupancy expenses on the Corporation's Consolidated Statements of Income. Finance leases are recorded at the lesser of the present value of future cash outlays using a discounted cash flow, or fair value at the beginning of the lease term. Initially, a finance lease is recorded as a building asset, and is depreciated over the shorter of the term of the lease or the estimated life of the asset. A corresponding long term lease obligation is recorded, which amortizes as payments are made on the lease. Interest expense is incurred utilizing the discount rate used to establish the value of the long term lease obligation. Amortization of the right-of-use assets arising from finance leases is expensed through net occupancy expense, and the interest on the related lease liability is recorded through interest expense on borrowings on the Corporation's Consolidated Statements of Income. PREMISES AND EQUIPMENT Land is carried at cost, while buildings, equipment, leasehold improvements and furniture are stated at cost less accumulated depreciation and amortization. Depreciation is charged to current operations using the straight-line method over the estimated useful lives of the assets, which range from 15 to 50 years for buildings and from 3 to 10 years for equipment and furniture. Amortization of leasehold improvements and leased equipment is recognized using the straight-line method over the shorter of the lease term or the estimated life of the asset. Leases of branch offices, which have been capitalized, are included within buildings and depreciated on the straight-line method over the shorter of the lease term or the estimated life of the asset. BANK OWNED LIFE INSURANCE BOLI is recorded at the realizable amount under the insurance contracts as of the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement. Changes in the cash surrender value are recorded in other non-interest income. OTHER REAL ESTATE AND REPOSSESSED VEHICLES Real estate acquired through foreclosure or deed in lieu of foreclosure is recorded at estimated fair value of the property less estimated costs to sell at the time of acquisition, establishing a new carrying value. Write downs from the carrying value of the loan to estimated fair value, which are required at the time of foreclosure, are charged against the allowance for credit losses. Subsequent adjustments to the carrying values of such properties arising from declines in fair value result in the establishment of a valuation allowance and are charged to operations in the period in which the declines occur. Vehicles repossessed by the Corporation are derecognized as loans receivable at the earlier of of physical possession or legal title of the vehicle, and are recorded in other assets on the Corporation's Consolidated Balance Sheets at fair value. Write downs to fair value at the time of repossession are charged against the allowance for credit losses. Gains on the sale of repossessed vehicles are credited to the allowance for credit losses as recoveries, up to the amount of any initial charge-off, while losses on the sale of repossessions are recorded as other non-interest expense. Gains on the sale of repossessions in excess of any initial charge-off is recorded as other non-interest income. F-15 INCOME TAXES The Corporation files a consolidated tax return. Deferred tax assets and liabilities are recognized for future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for unused tax loss carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates to apply to taxable income in the years in which temporary differences are expected to be recovered or settled, or the tax loss carry forwards are expected to be utilized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized. A tax position is recognized as a benefit only if it is "more likely than not" that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the "more likely than not" test, no tax benefit is recorded. WEALTH MANAGEMENT GROUP FEE INCOME Assets held in a fiduciary or agency capacity for customers are not included in the accompanying Consolidated Balance Sheets, since such assets are not assets of the Corporation. Wealth Management Group income is recognized on the accrual method as earned based on contractual rates applied to the balances of individual trust accounts. The audited market value of trust assets under administration total $ 2.212 billion, including $ 301.9 million of assets held under management or administration for the Corporation, as of December 31, 2024 and $ 2.242 billion, including $ 381.3 million of assets held under management or administration for the Corporation, as of December 31, 2023. POSTRETIREMENT BENEFITS Pension Plan: The Chemung Canal Trust Company Pension Plan is a non-contributory defined benefit pension plan ("Pension Plan"). The Pension Plan is a “qualified plan” under the IRS Code and therefore must be funded. Contributions are deposited to the Plan and held in trust. The Plan assets may only be used to pay retirement benefits and eligible plan expenses. The Plan was amended such that new employees hired on or after July 1, 2010 would not be eligible to participate in the Plan, however, existing participants at that time would continue to accrue benefits. On October 20, 2016, the Corporation amended its non-contributory defined benefit pension plan to freeze future retirement benefits after December 31, 2016. Beginning on January 1, 2017, both the pay-based and service-based components of the formula used to determine retirement benefits in the Pension Plan were frozen so that participants no longer earned further retirement benefits. Under the Plan, pension benefits are based upon final average annual compensation where the annual compensation is total base earnings paid plus commissions. Bonuses, overtime, and dividends are excluded. The normal retirement benefit equals 1.2 % of final average compensation (highest consecutive five years of annual compensation in the prior ten years ) times years of service (up to a maximum of 25 years), plus 1 % of average monthly compensation for each additional year of service (up to a maximum of 10 years), plus 0.65 % of average monthly compensation in excess of covered compensation for each year of credited service up to 35 years. Covered compensation is the average of the social security taxable wage base in effect for the 35 year period prior to normal social security retirement age. See Note 13 for further details. Defined Contribution Profit Sharing, Savings and Investment Plan: The Corporation sponsors a 401(K) defined contribution profit sharing, savings and investment plan which covers all eligible employees. The Corporation contributes a non-discretionary 3 % of gross annual wages (as defined by the 401(k) plan) for each participant, regardless of the participant’s deferral, in addition to a 50 % match up to 6 % of gross annual wages. Contributions made on behalf of employees hired prior to January 1, 2025 vest immediately. Contributions made on behalf of employees hired on or after January 1, 2025 will vest based on years of service over a three-year period. The plan's assets consist of Chemung Financial Corporation common stock, U.S. Government securities, corporate bonds and notes, and mutual funds. The plan’s expense is the amount of non-discretionary and matching contributions and is charged to non-interest expenses in the Consolidated Statements of Income. F-16 Defined Benefit Health Care Plan: The Corporation sponsors a defined benefit health care plan that provides postretirement medical benefits to employees who meet minimum age and service requirements. Current retirees between the ages of 55 and 65 , will continue to be eligible for coverage under the Corporation's self-insured plan, contributing 50 % of the cost of the coverage. Employees who retired after July 1, 2006, and become Medicare eligible will only have access to the Medicare Blue PPO plan. The cost of the plan is based on actuarial computations of current and future benefits for employees, and is charged to non-interest expenses in the consolidated Statements of Income. On October 20, 2016, the Corporation amended its defined benefit health care plan to not allow any new retirees into the plan, effective January 1, 2017. See Note 13 for further details. Executive Supplemental Pension Plan: U.S. laws place limitations on compensation amounts that may be included under the Pension Plan. The Executive Supplemental Pension Plan was provided to executives in order to produce total retirement benefits, as a percentage of compensation that is comparable to employees whose compensation is not restricted by the annual compensation limit. Pension amounts, which exceed the applicable Internal Revenue Service Code limitations, will be paid under the Executive Supplemental Pension Plan. The Executive Supplemental Pension Plan is a “non-qualified plan” under the Internal Revenue Service Code. Contributions to the Plan are not held in trust; therefore, they may be subject to the claims of creditors in the event of bankruptcy or insolvency. When payments come due under the Plan, cash is distributed from general assets. The cost of the Plan is based on actuarial computations of current and future benefits for executives, and is charged to non-interest expense in the Consolidated Statements of Income. Defined Contribution Supplemental Executive Retirement Plan: The Defined Contribution Supplemental Executive Retirement Plan is provided to certain executives to motivate and retain key management employees by providing a non-qualified retirement benefit that is payable at retirement, disability, death, and certain other events. The Supplemental Executive Retirement Plan is intended to be an unfunded plan maintained primarily for the purpose of providing deferred compensation benefits for a select group of management or highly compensated employees under Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974. The plan’s expense is the Corporation’s annual contribution plus interest credits. STOCK-BASED COMPENSATION 2021 Equity Incentive Plan The Corporation's 2021 Equity Incentive Plan (the "2021 Plan") is designed to align the interests of the Corporation’s executives, senior managers, and directors with the interests of the Corporation and its shareholders, to ensure the Corporation’s compensation practices are competitive and comparable with those of its peers, and to promote the retention of select management-level employees and directors. Under the terms of the 2021 Plan, the Compensation and Personnel Committee may approve discretionary grants of restricted shares of the Corporation’s common stock to or for the benefit of employees selected to participate in the 2021 Plan, the chief executive officer, and members of the Board of Directors. Awards are based on the performance, responsibility, and contributions of the individual and are targeted at the median of the peer group. The maximum number of shares of the Corporation’s common stock that may be awarded as restricted shares related to the 2021 Plan may not exceed 170,000 , upon which time the 2021 Plan will be amended, presented and approved by the Corporation's shareholders to include additional shares of the Corporation's common stock. Awards under the 2021 Plans may be vested no earlier than the first anniversary of the date on which the award is granted. Compensation expense for shares granted will be recognized over the vesting period of the award based upon the fair value of shares granted as of the grant date. A Directors Deferred Fee Plan, an addendum to the 2021 Plan, for non-employee directors of the Corporation or the Bank, provides that directors may elect to defer receipt of all or any part of their fees. Deferrals are either credited with interest compounded quarterly at the Applicable Federal Rate for short-term debt instruments or converted to units, which appreciate or depreciate, as would an actual share of the Corporation’s common stock purchased on the deferral date. Cash deferrals will be paid into an interest bearing account and paid in cash. Units will be paid in shares of common stock. All directors’ fees are charged to non-interest expenses in the Consolidated Statements of Income. See Note 14 for further details. F-17 Non-qualified Deferred Compensation Plan: The Deferred Compensation Plan allows a select group of management and employees to defer all or a portion of their annual compensation to a future date. Eligible employees are generally highly compensated employees and are designated by the Board of Directors from time to time. Investments in the plan are recorded as equity investments and deferred amounts are an unfunded liability of the Corporation. The plan requires deferral elections be made before the beginning of the calendar year during which the participant will perform the services to which the compensation relates. Participants in the Plan are required to elect a form of distribution, either lump sum payment or annual installments not to exceed ten years , and a time of distribution, either a specified age or a specified date. The terms and conditions for the deferral of compensation are subject to the provisions of 409A of the IRS Code. The income from investments is recorded in dividend income and non-interest income in the Consolidated Statements of Income. The cost of the plan is recorded in non-interest expenses in the Consolidated Statements of Income. GOODWILL AND INTANGIBLE ASSETS Goodwill resulting from business combinations prior to January 1, 2009 represents the excess of the purchase price over the fair value of the net assets of businesses acquired. Goodwill resulting from business combinations after January 1, 2009, is generally determined as the excess of the fair value of consideration transferred, plus the fair value of any noncontrolling interests in the acquiree, over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but tested for impairment at least annually. The Corporation has selected December 31 as the date to perform the annual impairment test. Goodwill is the only intangible asset with an indefinite life on the Corporation's balance sheet. Intangible assets with definite useful lives are amortized over their estimated useful lives to their estimated residual values. The balances are reviewed for impairment on an ongoing basis or whenever events or changes in business circumstances warrant a review of the carrying value. If impairment is determined to exist, the related write-down of the intangible asset's carrying value is charged to operations. Based on the most recent impairment reviews performed as of December 31, 2024 and 2023, the Corporation did not identify any impairment on its outstanding goodwill for the years ended December 31, 2024 and 2023. SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE The Corporation has the ability to enter into sales of securities under agreements to repurchase. The agreements are treated as financings, and the obligations to repurchase securities sold are reflected as liabilities in the Consolidated Balance Sheets. The amount of the securities underlying the agreements continues to be carried in the Corporation's securities portfolio. The Corporation agrees to repurchase securities identical to those sold. The securities underlying the agreements are under the Corporation's control. As of December 31, 2024 and 2023, the Corporation had no securities sold under agreements to repurchase. DERIVATIVES The Corporation utilizes interest rate swaps with commercial borrowers and third-party counterparties as well as risk participation agreements with lead banks in participation loan relationships wherein the Corporation guarantees a portion of the fair value of an interest rate swap entered into by the lead bank. These transactions are accounted for as derivatives. The Company’s derivatives are entered into in connection with its asset and liability management activities and are not for trading purposes. The Company does not have any derivatives designated as hedges, therefore all derivatives are considered free standing and are recorded at fair value as derivative assets or liabilities on the Consolidated Balance Sheets, with changes in fair value recognized in the consolidated statements of income as non-interest income. Premiums received when entering into derivative contracts are recognized as part of the fair value of the derivative asset or liability and are carried at fair value with any gain or loss at inception and any changes in fair value reflected in income. The Corporation does not typically require its commercial customers to post cash or securities as collateral on its back-to-back interest rate swap program. The Corporation may need to post collateral, either cash or certain qualified securities, in proportion to potential increases in unrealized loss positions. F-18 OTHER FINANCIAL INSTRUMENTS The Corporation is a party to certain other financial instruments with off-balance sheet risk such as unused portions of lines of credit and commitments to fund new loans. The Corporation's policy is to record such instruments when funded. EARNINGS PER COMMON SHARE Basic earnings per share is calculated using the two-class method, which is net income available to common shareholders divided by the weighted average number of common shares outstanding during the period, excluding participating securities. All outstanding unvested share-based payment awards, including those related to directors' and employee restricted stock awards, contain rights to non-forfeitable dividends and are considered participating securities when calculating basic earnings per share. Basic earnings per share information is adjusted to present comparative results for stock splits and stock dividends that occur. There were no dilutive securities issuable or outstanding for the years ending December 31, 2024 and 2023. COMPREHENSIVE INCOME Comprehensive income consists of net income and other comprehensive income. Other comprehensive income includes unrealized gains and losses on securities available for sale and changes in the funded status of the Corporation’s defined benefit pension plan and other benefit plans, net of the related tax effect, which are also recognized as separate components of equity. SEGMENT REPORTING The Corporation has identified separate operating segments and internal financial information is primarily reported and aggregated in two lines of business, banking and wealth management services. See Note 21 for enhanced segment reporting disclosures resulting from the adoption of ASU 2023-07. RECLASSIFICATION Amounts in the prior years' consolidated financial statements are reclassified whenever necessary to conform to the current year's presentation. Reclassification adjustments had no impact on prior year net income or shareholders' equity. RECENT ACCOUNTING PRONOUNCEMENTS In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , enhancing disclosure requirements for reportable segments, focusing on significant segment expenses, the identification of a segment's chief decision making officer, and the metrics used by the chief decision making officer in evaluating segment-level operating performance. The ASU was effective for fiscal years beginning after December 15, 2023. The Corporation adopted ASU 2023-07 for its fiscal year ended December 31, 2024. See Note 21 for enhancements to segment reporting disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures , which will require public business entities to disclose annually a tabular rate reconciliation and income taxes paid information, including specific items such as state and local income tax, tax credits, nontaxable or nondeductible items, among others, and a separate disclosure requiring disaggregation of reconciling items as described above which equal or exceed 5% percent of the product of multiplying income from continuing operations by the applicable statutory income tax rate. Additionally, disclosure of income taxes paid by jurisdiction is required for each jurisdiction in which income taxes paid represented at least 5% of total income taxes paid. The ASU is effective for all public business entities for annual periods beginning after December 31, 2024. The adoption of this standard is expected to impact the Corporation's income tax disclosures, as presented in Note 12. F-19 USE OF ANALOGOUS ACCOUNTING STANDARDS Under U.S. GAAP, there is no specific guidance related to government assistance received by a for-profit entity that is not in the form of a loan, income tax credit, or revenue from a contract with a customer. Therefore, the Corporation must rely upon analogous accounting standards to determine appropriate treatment when such circumstances arise. During 2023, the Corporation accounted for the recognition of the Employee Retention Tax Credit (ERTC) using ASC 958-605, Revenue Recognition for Not-for-Profit entities. ASC 958-10-15-1 specifies that certain Subtopics within ASC 958-605 also apply to business entities. In November 2023, the FASB added a project relating to receipt of government grants by business entities to its technical agenda, and in November 2024 issued Proposed ASU 2024-ED700, Government Grants (Topic 832): Accounting for Government Grants by Business Entities. The ERTC is within the scope of this proposed ASU, however retroactive application of the standard is not required, as proposed, and the Corporation understands recognition of the ERTC through earnings during 2023 to constitute grant completion for recognition purposes. The Corporation considers the recognition of the ERTC to be analogous to the stipulations for "conditional contributions" under ASC 958-605-20. Conditional contributions have at least one barrier needing to be overcome before the recipient is entitled to the assets transferred or promised; there must be a right-of-return to the contributor; and barriers to the condition should be measurable. The Corporation recognized the gross amount of the ERTC through non-interest income during the period in which the barrier was overcome, identified as the period during which amended tax returns were filed. The Corporation incurred and recognized additional income tax expense during 2023 in relation to its amended tax returns. (2) RESTRICTIONS ON CASH AND DUE FROM BANK ACCOUNTS Generally, the Corporation is required to maintain balances with the Federal Reserve Bank of New York based upon outstanding balances of deposit transaction accounts. However, as of March 15, 2020, the Federal Reserve Board reduced reserve requirement ratios to zero percent, effective March 26, 2020. Therefore, as of December 31, 2024 and 2023, there were no reserve requirements with the Federal Reserve Bank of New York. The Corporation maintained a pre-funded settlement account with a financial institution in the amount of $ 1.6 million for electronic funds transaction settlement purposes as of December 31, 2024 and 2023. The Corporation also maintains a collateral restricted account with a financial institution related to the Corporation's interest rate swap program. The account serves as collateral in the event of default on the interest rate swaps with the counterparties. No collateral was held at the financial institution as of December 31, 2024, and 2023. F-20 (3) SECURITIES Amortized cost and estimated fair value of securities available for sale as of December 31, 2024 and 2023 are as follows (in thousands): December 31, 2024 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Allowance for Credit Losses Estimated Fair Value U.S. treasury notes and bonds $ 59,880 $ — $ 2,974 $ — $ 56,906 Mortgage-backed securities, residential 441,191 14 75,271 — 365,934 Obligations of states and political subdivisions 37,059 — 1,554 — 35,505 Corporate bonds and notes 25,750 — 3,734 — 22,016 SBA loan pools 53,391 35 2,345 — 51,081 Total $ 617,271 $ 49 $ 85,878 $ — $ 531,442 December 31, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Allowance for Credit Losses Estimated Fair Value U.S. treasury notes and bonds $ 59,812 $ — $ 4,480 $ — $ 55,332 Mortgage-backed securities, residential 476,240 6 72,422 — 403,824 Obligations of states and political subdivisions 39,503 — 817 — 38,686 Corporate bonds and notes 25,750 — 5,081 — 20,669 SBA loan pools 67,787 75 2,380 — 65,482 Total $ 669,092 $ 81 $ 85,180 $ — $ 583,993 There were no proceeds from sales and calls of securities resulting in gains or losses during the year ended December 31, 2024. Proceeds from the sale of available for sale securities for the year ended December 31, 2023 were $ 1.2 million, and a gross loss of $ 14 thousand was realized on these sales. The sales were executed by Chemung Risk Management, Inc., which served as a wholly owned captive insurance company based in the State of Nevada, until dissolution by the Corporation effective December 6, 2023. The tax benefit related to these net realized losses was $ 4 thousand for the year ended December 31, 2023. The amortized cost and estimated fair value of debt securities available for sale are shown below by contractual maturity. Expected maturities may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date are shown separately (in thousands): December 31, 2024 Amortized Cost Estimated Fair Value Within one year $ 4,633 $ 4,522 After one, but within five years 73,487 69,676 After five, but within ten years 43,336 39,075 After ten years 1,233 1,154 Mortgage-backed securities, residential 441,191 365,934 SBA loan pools 53,391 51,081 Total $ 617,271 $ 531,442 F-21 Amortized cost and estimated fair value of securities held to maturity as of December 31, 2024 and 2023 are as follows (in thousands): December 31, 2024 Amortized Cost Gross Unrecognized Gains Gross Unrecognized Losses Allowance for Credit Losses Estimated Fair Value Obligations of states and political subdivisions $ 808 $ — $ — $ — $ 808 December 31, 2023 Amortized Cost Gross Unrecognized Gains Gross Unrecognized Losses Allowance for Credit Losses Estimated Fair Value Obligations of states and political subdivisions $ 785 $ — $ — $ — $ 785 There were no proceeds from sales of securities held to maturity during the year ended December 31, 2024. Proceeds from the sale of held to maturity securities for the year ended December 31, 2023 were $ 1.0 million, and a gross loss of $ 25 thousand was realized on these sales. The sales were executed by Chemung Risk Management, Inc., which served as a wholly owned captive insurance company based in the State of Nevada, until dissolution by the Corporation effective December 6, 2023. The contractual maturity of securities held to maturity was as follows as of December 31, 2024 (in thousands): December 31, 2024 Amortized Cost Fair Value Within one year $ 200 $ 200 After one, but within five years 48 48 After five, but within ten years 560 560 After ten years — — Total $ 808 $ 808 The following tables summarize the investment securities available for sale with unrealized losses, for which an allowance for credit losses has not been recorded as of December 31, 2024, and December 31, 2023 aggregated by major security type and length of time in a continuous unrealized loss position (in thousands): Less than 12 months 12 months or longer Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses 2024 U.S. treasury notes and bonds $ — $ — $ 56,906 $ 2,974 $ 56,906 $ 2,974 Mortgage-backed securities, residential 5,006 111 359,722 75,160 364,728 75,271 Obligations of states and political subdivisions 107 3 35,398 1,551 35,505 1,554 Corporate bonds and notes 1,921 79 20,095 3,655 22,016 3,734 SBA loan pools 564 1 46,018 2,344 46,582 2,345 Total $ 7,598 $ 194 $ 518,139 $ 85,684 $ 525,737 $ 85,878 F-22 Less than 12 months 12 months or longer Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses 2023 U.S. treasury notes and bonds $ — $ — $ 55,332 $ 4,480 $ 55,332 $ 4,480 Mortgage-backed securities, residential — — 402,986 72,422 402,986 72,422 Obligations of states and political subdivisions 17,891 241 20,686 576 38,577 817 Corporate bonds and notes 7,492 2,508 13,177 2,573 20,669 5,081 SBA loan pools 3,914 13 54,468 2,367 58,382 2,380 Total $ 29,297 $ 2,762 $ 546,649 $ 82,418 $ 575,946 $ 85,180 Pledged Securities The fair value of securities pledged to secure public funds on deposit or for other purposes as required by law was $ 181.5 million as of December 31, 2024 and $ 255.0 million as of December 31, 2023. Concentrations There are no securities of a single issuer (other than securities of U.S. Government sponsored enterprises) that exceeded 10% of shareholders' equity as of December 31, 2024 or 2023. Assessment of Available for Sale Debt Securities for Credit Risk Management assesses the change in fair value of investment securities on a regular basis. Unrealized losses on debt securities may occur from current market conditions, increases in interest rates since the time of purchase, structural changes in an investment, volatility in financial results of specific issuers, or deterioration in credit quality of issuers. Management assesses both qualitative and quantitative factors to determine whether an allowance for credit losses is required. The following is a discussion of the credit quality characteristics of major portfolio segments carrying material unrealized losses as of December 31, 2024. Obli g ations of U.S. Governmental a g encies and sponsored enterprises : As of December 31, 2024, the majority of the Corporation’s unrealized losses in available for sale investment securities related to mortgage-backed securities, issued by government-sponsored entities and agencies. Declines in fair value were attributable to changes in interest rates and market liquidity, not credit quality. All mortgage-backed securities in the available for sale securities portfolio as of December 31, 2024 were issued by FHLMC, FNMA, or GNMA. The Corporation considers these obligations to carry zero credit loss estimates, and therefore has not recorded an allowance for credit losses as of December 31, 2024. Corporate bonds and notes : The Corporation's corporate bonds and notes portfolio is comprised of subordinated debt issues of community and regional banks. Management considers the credit quality of these investments on an individual basis. Management reviews the collectability of these securities, taking into consideration such factors as the financial condition of issuers, reported regulatory capital ratios of the issuers, and credit ratings when available, among other pertinent factors. All corporate bond debt securities continue to accrue interest and make payments as expected with no defaults or deferrals on the part of the issuers. The decrease in market value was attributable to changes in interest rates. Therefore, the Corporation considers the potential credit risk of the issuers to be immaterial, and has not recorded an allowance for credit losses as of December 31, 2024. Equity Method Investments The Corporation holds a non-qualified deferred compensation plan to allow a select group of management and employees the opportunity to defer all or a portion of their annual compensation, and treats assets held under this plan as equity method investments. The fair value of investments held in relation to the deferred compensation plan was $ 2.6 million and $ 2.4 million as of December 31, 2024 and 2023, respectively. The Corporation also held $ 0.6 million of marketable securities as equity method investments for each of the years ended December 31, 2024 and 2023, respectively. F-23 (4) LOANS AND ALLOWANCE FOR CREDIT LOSSES The composition of the loan portfolio, net of deferred loan fees as of December 31, 2024 and 2023 is summarized as follows (in thousands): 2024 2023 Commercial and industrial $ 299,521 $ 264,396 Commercial mortgages: Construction 94,943 138,887 Commercial mortgages, other 1,122,061 984,038 Residential mortgages 274,979 277,992 Consumer loans: Home equity lines and loans 93,220 87,056 Indirect consumer loans 178,118 210,423 Direct consumer loans 8,577 9,872 Total loans, net of deferred loan fees 2,071,419 1,972,664 Allowance for credit losses ( 21,388 ) ( 22,517 ) Loans, net of allowance for credit losses $ 2,050,031 $ 1,950,147 The Corporation's concentrations of credit risk by loan type are reflected in the preceding table. The concentrations of credit risk with standby letters of credit, committed lines of credit and commitments to originate new loans generally follow the loan classifications in the table above. Accrued interest receivable on loans was $ 8.0 million as of December 31, 2024 and $ 7.8 million as of December 31, 2023. Accrued interest receivable on loans is included in the accrued interest receivable and other assets line item on the Corporation's Consolidated Balance Sheets, and is excluded from the amortized cost basis of loans and estimate of the allowance for credit losses, as presented in this Note. Commercial and industrial loans includes agricultural loans which totaled $ 0.3 million as of December 31, 2024 and 2023. Agricultural loans were previously presented as a standalone loan category. Prior period information included in this Note reflects agricultural loans as a component of commercial and industrial loans. The Corporation had no residential mortgages held for sale as of December 31, 2024 and December 31, 2023. When the Corporation has loans classified as held for sale, they are not included in the table above. Residential mortgage and home equity loans totaling $ 244.6 million as of December 31, 2024 and $ 254.6 million as of December 31, 2023 were pledged under a blanket collateral agreement for the Corporation's line of credit with the FHLBNY. The following tables present the activity in the allowance for credit losses by portfolio segment for the years ended December 31, 2024 and 2023 (in thousands): December 31, 2024 Allowance for credit losses Commercial and Industrial Commercial Mortgages Residential Mortgages Consumer Loans Total Beginning balance, January 1, 2024 $ 5,055 $ 12,026 $ 2,194 $ 3,242 $ 22,517 Charge Offs: ( 302 ) — ( 21 ) ( 1,550 ) ( 1,873 ) Recoveries: 128 4 62 519 713 Net (charge offs) recoveries ( 174 ) 4 41 ( 1,031 ) ( 1,160 ) Provision (1) ( 361 ) ( 816 ) 24 1,184 31 Ending balance, December 31, 2024 $ 4,520 $ 11,214 $ 2,259 $ 3,395 $ 21,388 (1) Additional provision related to off-balance sheet exposure was a credit of $ 77 thousand for the year ended December 31, 2024. F-24 December 31, 2023 Allowance for credit losses Commercial and Industrial Commercial Mortgages Residential Mortgages Consumer Loans Total Beginning balance, January 1, 2023 $ 3,373 $ 11,576 $ 1,845 $ 2,865 $ 19,659 Cumulative effect adjustment for the adoption of ASC-326 909 ( 695 ) ( 16 ) 176 374 Beginning balance after cumulative effect adjustment, January 1, 2023 4,282 10,881 1,829 3,041 20,033 Charge Offs: ( 281 ) — ( 32 ) ( 1,070 ) ( 1,383 ) Recoveries: 22 4 — 416 442 Net recoveries (charge offs) ( 259 ) 4 ( 32 ) ( 654 ) ( 941 ) Provision (1) 1,032 1,141 397 855 3,425 Ending balance, December 31, 2023 $ 5,055 $ 12,026 $ 2,194 $ 3,242 $ 22,517 (1) Additional provision related to off-balance sheet exposure was a credit of $ 163 thousand for the year ended December 31, 2023. Unfunded Commitments The allowance for credit losses on unfunded commitments represents the amount held against credit exposures which are not represented on the Consolidated Balance Sheets. The allowance is recognized as a liability, a component of other liabilities on the Consolidated Balance Sheets, with adjustments to the allowance recognized in the provision for credit losses line item on the Consolidated Statements of Income. The Corporation established an allowance for credit losses on unfunded commitments in conjunction with its adoption of ASC 326- Financial Instruments-Credit Losses . The following table presents the activity in the allowance for credit losses on unfunded commitments for the years ended December 31, 2024 and 2023: For the Years Ended December 31, Allowance for credit losses on unfunded commitments 2024 2023 Beginning balance $ 919 $ — Impact of adoption of ASC-326 — 1,082 Provision for credit losses on unfunded commitments ( 77 ) ( 163 ) Ending balance $ 842 $ 919 The following table presents the provision for credit losses on loans and unfunded commitments for the years ended December 31, 2024 and 2023 (in thousands): For the Years Ended December 31, Provision for credit losses 2024 2023 Provision for credit losses on loans $ 31 $ 3,425 Provision for credit losses on unfunded commitments ( 77 ) ( 163 ) Total provision (credit) for credit losses $ ( 46 ) $ 3,262 F-25 The following tables present the balance in the allowance for credit losses and the amortized cost basis in loans by portfolio segment and based on analysis status as of December 31, 2024 and 2023 (in thousands): December 31, 2024 Allowance for credit losses Commercial and Industrial Commercial Mortgages Residential Mortgages Consumer Loans Total Ending allowance balance attributable to loans: Individually analyzed $ 1,446 $ 106 $ — $ — $ 1,552 Collectively analyzed 3,074 11,108 2,259 3,395 19,836 Total ending allowance balance $ 4,520 $ 11,214 $ 2,259 $ 3,395 $ 21,388 December 31, 2023 Allowance for credit losses Commercial and Industrial Commercial Mortgages Residential Mortgages Consumer Loans Total Ending allowance balance attributable to loans: Individually analyzed $ 1,928 $ 27 $ — $ — $ 1,955 Collectively analyzed 3,127 11,999 2,194 3,242 20,562 Total ending allowance balance $ 5,055 $ 12,026 $ 2,194 $ 3,242 $ 22,517 December 31, 2024 Loans Commercial and Industrial Commercial Mortgages Residential Mortgages Consumer Loans Total Loans individually analyzed $ 1,512 $ 4,959 $ — $ — $ 6,471 Loans collectively analyzed 298,009 1,212,045 274,979 279,915 2,064,948 Total ending loans balance $ 299,521 $ 1,217,004 $ 274,979 $ 279,915 $ 2,071,419 December 31, 2023 Loans Commercial and Industrial Commercial Mortgages Residential Mortgages Consumer Loans Total Loans individually analyzed $ 2,067 $ 5,968 $ — $ — $ 8,035 Loans collectively analyzed 262,329 1,116,957 277,992 307,351 1,964,629 Total ending loans balance $ 264,396 $ 1,122,925 $ 277,992 $ 307,351 $ 1,972,664 Modifications to Loans Made to Borrowers Experiencing Financial Difficulty Effective January 1, 2023, the Corporation adopted ASU 2022-02, Financial Instruments-Credit Losses (Topic 326)-Troubled Debt Restructurings and Vintage Disclosures, on a prospective basis. The Corporation may occasionally make modifications to loans where the borrower is considered to be experiencing financial difficulty. Types of modifications considered under ASU 2022-02 include principal reductions, interest rate reductions, term extensions, significant payment delays, or a combination thereof. F-26 The following tables summarize the amortized cost basis of loans modified during the years ended December 31, 2024 and 2023 (in thousands): December 31, 2024 Loans modified under ASU 2022-02 Principal Reduction Interest Rate Reduction Term Extension Payment Delay Combination Total (%) of Loan Class (1) Commercial & industrial $ — $ — $ 384 $ — $ — $ 384 0.13 % Commercial mortgages: Commercial mortgages, other — — — 376 — 376 0.03 % Residential mortgages — — — 440 — 440 0.16 % Total $ — $ — $ 384 $ 816 $ — $ 1,200 (1) Represents the amortized cost basis of loans modified during the period as a percentage of the period-end loan balances by class. December 31, 2023 Loans modified under ASU 2022-02 Principal Reduction Interest Rate Reduction Term Extension Payment Delay Combination Total (%) of Loan Class (1) Commercial & industrial $ — $ — $ 1,011 $ — $ — $ 1,011 0.38 % Commercial mortgages: — Commercial mortgages, other — — 272 1,878 — 2,150 0.22 % Consumer loans: — Home equity lines and loans — — 116 — — 116 0.13 % Total $ — $ — $ 1,399 $ 1,878 $ — $ 3,277 (1) Represents the amortized cost basis of loans modified during the period as a percentage of the period-end loan balances by class. The following tables present the financial effect of the loan modifications presented above to borrowers experiencing financial difficulty during the years ended December 31, 2024 and 2023: December 31, 2024 Effect of loan modifications under ASU 2022-02 Principal reduction (in thousands) Weighted average interest rate reduction (%) Weighted average term extension (in months) Weighted-average payment delay (in months) Commercial & industrial $ — — % 60 months 0 months Commercial mortgages: Commercial mortgages, other $ — — % 0 months 101 months Residential mortgages $ — — % 0 months 6 months December 31, 2023 Principal Reduction (in thousands) Weighted average interest rate reduction (%) Weighted average term extension (in months) Weighted average payment delay (in months) Commercial & industrial — — % 12 months 0 months Commercial mortgages: Commercial mortgages, other — — % 60 months 4 months Consumer loans: Home equity lines and loans — — % 180 months 0 months F-27 The Corporation closely monitors the performance of loans that have been modified in accordance with ASU 2022-02 in order to gauge the effectiveness of its modifications, and to determine the degree to which borrowers continue to demonstrate financial weakness following modification. The following tables present the performance of such loans that were modified in the twelve month periods preceding December 31, 2024 and 2023 (in thousands): Twelve Months Ended December 31, 2024 Past Due Status of Modifications under ASU 2022-02: 30-59 Days Past Due 60-89 Days Past Due Greater Than 89 Days Past Due Loans Not Past Due Total Commercial and industrial $ — $ — $ — $ 384 $ 384 Commercial mortgages: Commercial mortgages, other — — — 376 376 Residential mortgages (1) — — 440 — 440 Total $ — $ — $ 440 $ 760 $ 1,200 (1) The residential mortgage included in the above table was contractually past due as of December 31, 2024, but was otherwise performing on its modified terms. Twelve Months Ended December 31, 2023 Past Due Status of Modifications under ASU 2022-02: 30-59 Days Past Due 60-89 Days Past Due Greater Than 89 Days Past Due Loans Not Past Due Total Commercial and industrial $ 875 $ — $ — $ 136 $ 1,011 Commercial mortgages: Commercial mortgages, other — — — 2,150 2,150 Consumer loans: Home equity lines and loans — — — 116 116 Total $ 875 $ — $ — $ 2,402 $ 3,277 There was one commercial and industrial loan modified to a borrower experiencing financial difficulty during 2023 which sustained a payment default on its modified terms during the year ended December 31, 2024. Allocations totaling $ 0.7 million and $ 0.9 million were included for this loan in the allowance for credit losses as of December 31, 2024 and 2023, respectively. The Corporation had no outstanding commitments to lend additional amounts to borrowers for which modifications subject to ASU 2022-02 were made during the years ended December 31, 2024 and 2023. Collateral-Dependent Individually Analyzed Loans As of December 31, 2024 and 2023, the amortized cost basis of individually analyzed loans was $ 6.5 million and $ 8.0 million respectively, of which $ 5.1 million and $ 6.3 million respectively were considered collateral-dependent. For collateral-dependent loans where the borrower is experiencing financial difficulty and repayment is likely to be substantially provided through the sale or operation of the collateral, the ACL is measured based on the difference between the fair value of the collateral and the amortized cost basis of the loan, as of the measurement date. Certain assets held as collateral may be exposed to future deterioration in fair value, particularly due to changes in real estate markets or usage. F-28 The following table presents the amortized cost basis and related allowance for credit loss of individually analyzed loans considered to be collateral-dependent as of December 31, 2024 and 2023 (in thousands): December 31, 2024 December 31, 2023 Amortized Cost Basis Related Allowance Amortized Cost Basis Related Allowance Commercial and industrial: Commercial and industrial (1) (2) $ 130 $ 65 $ 379 $ 240 Commercial mortgages: Construction (1) — — 2,209 — Commercial mortgages, other (1) (2) (3) 4,959 106 3,759 27 Total $ 5,089 $ 171 $ 6,347 $ 267 (1) Secured by commercial real estate (2) Secured by business assets (3) Secured by residential real estate The following table presents the average amortized basis in and interest income recognized on loans individually analyzed, by class, as of December 31, 2024 and 2023 (in thousands): December 31, 2024 December 31, 2023 With no related allowance recorded: Average Amortized Cost Basis Interest Income Recognized (1) Average Amortized Cost Basis Interest Income Recognized (1) Commercial and industrial $ 102 $ 4 $ 431 $ — Commercial mortgages: Construction 1,753 — 443 103 Commercial mortgages 2,876 — 3,988 5 Residential mortgages — — 288 — Consumer loans: Home equity lines & loans — — 99 — With an allowance recorded: Commercial and industrial 1,797 8 1,339 55 Commercial mortgages: Construction — — — — Commercial mortgages 379 — 33 — Consumer loans: Home equity lines and loans — — 25 — Total $ 6,907 $ 12 $ 6,646 $ 163 (1) Cash basis interest income approximates interest income recognized. F-29 The following table presents the amortized cost basis of nonaccrual loans with no related specific allocation in the allowance for credit losses, total nonaccrual loans, and loans pasts due 90 days or greater which were still accruing, by class of loans, as of December 31, 2024 and 2023 (in thousands): Nonaccrual with no allowance for credit losses Nonaccrual Loans Past Due 90 Days or More and Still Accruing 2024 2023 2024 2023 2024 2023 Commercial and industrial $ 76 $ 76 $ 1,534 $ 1,930 $ 23 $ 10 Commercial mortgages: Construction — 2,209 — 2,209 — — Commercial mortgages 3,981 3,732 4,959 3,760 — — Residential mortgages 1,372 1,315 1,372 1,315 — — Consumer loans: Home equity lines and loans 613 508 613 508 — — Indirect consumer loans 474 687 474 687 — — Direct consumer loans 2 2 2 2 — — Total $ 6,518 $ 8,529 $ 8,954 $ 10,411 $ 23 $ 10 The following tables present the aging of the amortized cost basis in loans as of December 31, 2024 and 2023 (in thousands): December 31, 2024 30 - 59 Days Past Due 60-89 Days Past Due Greater Than 89 Days Past Due Total Past Due Loans Not Past Due Total Commercial and industrial $ 140 $ 201 $ 702 $ 1,043 $ 298,478 $ 299,521 Commercial mortgages: Construction — — — — 94,943 94,943 Commercial mortgages 1,032 — 3,258 4,290 1,117,771 1,122,061 Residential mortgages 1,529 662 696 2,887 272,092 274,979 Consumer loans: Home equity lines and loans 231 — 364 595 92,625 93,220 Indirect consumer loans 2,101 719 235 3,055 175,063 178,118 Direct consumer loans 14 6 1 21 8,556 8,577 Total $ 5,047 $ 1,588 $ 5,256 $ 11,891 $ 2,059,528 $ 2,071,419 December 31, 2023 30 - 59 Days Past Due 60-89 Days Past Due Greater Than 89 Days Past Due Total Past Due Loans Not Past Due Total Commercial and industrial $ 1,196 $ 31 $ 10 $ 1,237 $ 263,159 $ 264,396 Commercial mortgages: Construction 2,164 — 2,207 4,371 134,516 138,887 Commercial mortgages 1,022 103 261 1,386 982,652 984,038 Residential mortgages 2,244 201 585 3,030 274,962 277,992 Consumer loans: Home equity lines and loans 461 87 366 914 86,142 87,056 Indirect consumer loans 2,473 501 426 3,400 207,023 210,423 Direct consumer loans 2 20 — 22 9,850 9,872 Total $ 9,562 $ 943 $ 3,855 $ 14,360 $ 1,958,304 $ 1,972,664 F-30 Credit Quality Indicators The Corporation establishes a risk rating at origination for all commercial loans. The primary factors considered in assigning risk ratings include, but are not limited to: historic and future debt service coverage, collateral position, operating performance, liquidity, leverage, payment history, management ability, and the customer’s industry. Commercial relationship managers monitor all loans in their respective portfolios for any changes in the borrower’s ability to service its debt and affirm the risk ratings for the loans at least annually. For retail loans, which include residential mortgages, indirect and direct consumer loans, and home equity lines and loans, once a loan is appropriately approved and closed, the Corporation evaluates credit quality based upon loan repayment. Retail loans that have been modified subject to ASU 2022-02, but are otherwise performing, are assigned a risk rating of Special Mention , as defined below. Retail loans are not rated until they become 90 days past due or are modified under ASU 2022-02. The Corporation uses its risk rating system to identify criticized and classified loans. Commercial relationships within the criticized and classified risk ratings are analyzed quarterly. The Corporation uses the following definitions for criticized and classified loans (which are consistent with regulatory guidelines): Special Mention – Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or the institution’s credit position at some future date. Substandard – Loans classified as substandard are inadequately protected by the current net worth and paying capability of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected. Doubtful – Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. Commercial loans not meeting the criteria above to be considered criticized or classified, are considered to be pass rated loans. Loans listed as not rated, are included in groups of homogeneous loans performing under terms of the loan notes. F-31 Based on the analyses performed as of December 31, 2024, the risk category of the amortized cost basis of loans by class of loans and vintage, as well as the gross charge-offs by loan class and vintage for the period, are as follows (in thousands): Term Loans - Amortized Cost by Origination Year Revolving Loans Amortized Cost Revolving Loans Converted to Term Total 2024 2023 2022 2021 2020 Prior Commercial & Industrial Pass $ 44,130 $ 32,157 $ 34,862 $ 16,787 $ 8,326 $ 27,452 $ 108,819 $ 1,380 $ 273,913 Special Mention 810 262 3,933 — 4,390 3,673 10,203 62 23,333 Substandard 99 — 8 733 30 — 379 318 1,567 Doubtful 21 — — — — 687 — — 708 Total 45,060 32,419 38,803 17,520 12,746 31,812 119,401 1,760 299,521 Gross charge offs — 84 200 6 — — 12 — 302 Construction Pass 19,344 46,954 17,568 9,058 — 1,536 483 — 94,943 Special Mention — — — — — — — — — Substandard — — — — — — — — — Doubtful — — — — — — — — — Total 19,344 46,954 17,568 9,058 — 1,536 483 — 94,943 Gross charge offs — — — — — — — — — Commercial mortgages Pass 120,351 132,539 294,225 162,843 107,341 264,306 6,793 832 1,089,230 Special Mention — 370 5,935 7,902 — 10,039 2,000 — 26,246 Substandard — 2,244 1,009 321 1,014 1,982 — — 6,570 Doubtful — — — — — 15 — — 15 Total 120,351 135,153 301,169 171,066 108,355 276,342 8,793 832 1,122,061 Gross charge offs — — — — — — — — — Residential mortgages Not rated 21,574 20,257 55,321 55,152 64,471 56,708 — — 273,483 Substandard — — 85 771 220 420 — — 1,496 Total 21,574 20,257 55,406 55,923 64,691 57,128 — — 274,979 Gross charge offs — — — — — 21 — — 21 Home equity lines and loans Not rated 13,833 10,657 14,094 4,879 2,503 10,259 35,015 1,252 92,492 Special Mention — — 115 — — — — — 115 Substandard — 24 63 — — 195 116 215 613 Total 13,833 10,681 14,272 4,879 2,503 10,454 35,131 1,467 93,220 Gross charge offs — — 1 — — 11 1 — 13 Indirect consumer Not rated 37,746 52,480 67,237 13,266 4,194 2,726 — — 177,649 Substandard 75 157 107 79 11 40 — — 469 Total 37,821 52,637 67,344 13,345 4,205 2,766 — — 178,118 Gross charge offs 47 517 525 161 99 116 — — 1,465 Direct consumer Not rated 2,420 1,681 1,454 275 41 225 2,455 14 8,565 Substandard — — — — — — 10 2 12 Total 2,420 1,681 1,454 275 41 225 2,465 16 8,577 Gross charge offs 5 21 20 14 — 4 8 — 72 — — — — — — Total loans $ 260,403 $ 299,782 $ 496,016 $ 272,066 $ 192,541 $ 380,263 $ 166,273 $ 4,075 $ 2,071,419 Total Gross charge-offs $ 52 $ 622 $ 746 $ 181 $ 99 $ 152 $ 21 $ — $ 1,873 F-32 Based on the analyses performed as of December 31, 2023, the risk category of the amortized cost basis of loans by class of loans and vintage, as well as the gross charge-offs by loan class and vintage for the period, are as follows (in thousands): Term Loans - Amortized Cost by Origination Year Revolving Loans Amortized Cost Revolving Loans Converted to Term Total 2023 2022 2021 2020 2019 Prior Commercial & Industrial Pass $ 41,925 $ 40,579 $ 21,892 $ 13,541 $ 31,233 $ 10,523 $ 77,241 $ 1,662 $ 238,596 Special Mention 185 4,608 — 4,020 — 4,690 9,137 482 23,122 Substandard — 24 991 109 23 456 — 161 1,764 Doubtful — — — — — 790 75 49 914 Total 42,110 45,211 22,883 17,670 31,256 16,459 86,453 2,354 264,396 Gross charge offs — — — — 9 272 — — 281 Construction Pass 46,951 68,483 19,066 — 28 1,669 481 — 136,678 Special Mention — — — — — — — — — Substandard — — — — 2,207 2 — — 2,209 Doubtful — — — — — — — — — Total 46,951 68,483 19,066 — 2,235 1,671 481 — 138,887 Gross charge offs — — — — — — — — — Commercial mortgages Pass 110,864 260,763 161,858 113,198 57,782 244,211 5,197 767 954,640 Special Mention — 2,533 8,189 2,609 — 8,642 — — 21,973 Substandard 272 1,107 345 1,022 — 4,555 97 — 7,398 Doubtful — — — — — 27 — — 27 Total 111,136 264,403 170,392 116,829 57,782 257,435 5,294 767 984,038 Gross charge offs — — — — — — — — — Residential mortgages Not rated 18,653 58,098 60,024 71,369 15,948 52,585 — — 276,677 Substandard — 75 346 — 169 725 — — 1,315 Total 18,653 58,173 60,370 71,369 16,117 53,310 — — 277,992 Gross charge offs — 32 — — — — — — 32 Home equity lines and loans Not rated 13,552 16,384 5,821 3,134 2,867 10,400 33,275 1,115 86,548 Substandard — 77 — — — 293 25 113 508 Total 13,552 16,461 5,821 3,134 2,867 10,693 33,300 1,228 87,056 Gross charge offs — — — — — — 6 — 6 Indirect consumer Not rated 72,264 98,008 23,015 9,192 3,870 3,387 — — 209,736 Substandard 119 246 135 48 36 103 — — 687 Total 72,383 98,254 23,150 9,240 3,906 3,490 — — 210,423 Gross charge offs 184 375 215 121 21 55 — — 971 Direct consumer Not rated 3,005 2,745 785 256 53 324 2,697 5 9,870 Substandard — — — 2 — — — — 2 Total 3,005 2,745 785 258 53 324 2,697 5 9,872 Gross charge offs 4 15 8 6 — 54 6 — 93 — — — — — — Total loans $ 307,790 $ 553,730 $ 302,467 $ 218,500 $ 114,216 $ 343,382 $ 128,225 $ 4,354 $ 1,972,664 Total Gross charge-offs $ 188 $ 422 $ 223 $ 127 $ 30 $ 381 $ 12 $ — $ 1,383 F-33 (5) PREMISES AND EQUIPMENT Premises and equipment as of December 31, 2024 and 2023 are as follows (in thousands): 2024 2023 Land $ 4,298 $ 4,664 Buildings 39,462 40,727 Projects in progress 78 11 Equipment and furniture 36,975 37,237 Leasehold improvements 5,726 4,874 86,539 87,513 Less accumulated depreciation and amortization 70,164 72,942 Net book value $ 16,375 $ 14,571 Depreciation expense was $ 1.8 million and $ 2.0 million for 2024 and 2023, respectively. In July 2024, after receiving required approvals from the FRBNY and the NYSDFS, the Corporation announced the closure of its branch at 806 West Buffalo Street, Ithaca, New York, ("Ithaca Station") effective November 15, 2024. Management determined to classify the property as held for sale as of December 31, 2024, pursuant to the requirements of ASC 360 - Property, Plant, and Equipment . At the initial held for sale measurement date, the disposal group’s (held for sale property's) carrying value was $ 0.7 million, compared to an appraised value less selling costs of $ 1.3 million, therefore the held for sale property was initially measured at $ 0.7 million. As of December 31, 2024, $ 0.7 million was included in the line item premises and equipment, net, on the Corporation’s Consolidated Balance Sheets related to this held for sale asset. During the fourth quarter of 2024, the Corporation entered into an agreement with a third party to sell the property, with a targeted closing date in the first half of 2025. Management determined there was no impairment of the disposal group during the year ended December 31, 2024. Finance Leases The Corporation leases certain buildings under finance leases. The lease arrangements require monthly payments through 2044. The Corporation has included these finance leases in premises and equipment as follows: 2024 2023 Buildings $ 6,507 $ 5,572 Accumulated depreciation ( 3,236 ) ( 2,872 ) Net book value $ 3,271 $ 2,700 (6) LEASES Operating Leases The Corporation leases certain branch properties under long-term, operating lease agreements. The leases expire at various dates through 2033 and generally include renewal options. As of December 31, 2024, the weighted average remaining lease term was 6.9 years with a weighted average discount rate of 3.51 %. Rent expense was $ 1.0 million for each of the years ended December 31, 2024 and 2023. Certain leases provide for increases in future minimum annual rent payments as defined in the lease agreements. The Corporation’s operating lease agreements contain both lease and non-lease components, which are generally accounted for separately. The Corporation’s lease agreements do not contain any residual value guarantees. F-34 Leased branch properties as of December 31, 2024 and December 31, 2023 classified as operating leases consist of the following (in thousands): 2024 2023 Operating lease right-of-use asset $ 5,648 $ 6,449 Less: accumulated amortization ( 772 ) ( 801 ) Less: lease termination — — Add: lease modifications 570 — Operating lease right-of-use-assets, net $ 5,446 $ 5,648 The following is a schedule by year of the undiscounted cash flows of the operating lease liabilities, excluding CAM charges, as of December 31, 2024 (in thousands): Year Amount 2025 $ 959 2026 965 2027 977 2028 845 2029 827 2030 and thereafter 1,764 Total minimum lease payments 6,337 Less: amount representing interest ( 708 ) Present value of net minimum lease payments $ 5,629 As of December 31, 2024, the Corporation had one operating lease that was signed, for which the extension had not yet commenced. Finance Leases The Corporation leases certain buildings under finance leases. In May, 2024, the Corporation added $ 0.9 million in right-of-use assets and finance lease liabilities. The lease arrangements require monthly payments through 2044. As of December 31, 2024, the weighted average remaining lease term was 11.4 years with a weighted average discount rate of 4.01 %. The Corporation has included these leases in premises and equipment as of December 31, 2024 and December 31, 2023. The following is a schedule by year of future minimum lease payments under the capitalized lease, together with the present value of net minimum lease payments as of December 31, 2024 (in thousands): Year Amount 2025 $ 486 2026 502 2027 505 2028 505 2029 511 2030 and thereafter 2,436 Total minimum lease payments 4,945 Less: amount representing interest ( 1,166 ) Present value of net minimum lease payments $ 3,779 As of December 31, 2024, the Corporation had no finance leases that were signed, but had not yet commenced. F-35 (7) GOODWILL AND INTANGIBLE ASSETS The changes in goodwill included in the core banking segment during the years ended December 31, 2024 and 2023 were as follows (in thousands): 2024 2023 Beginning of year $ 21,824 $ 21,824 Acquired goodwill — — End of year $ 21,824 $ 21,824 The Corporation's goodwill in the core banking segment arose from multiple acquisitions over the past three decades: Owego National Bank (1995); three branches of M&T Bank (2008); Canton Bancorp, Inc. (2009) and Fort Orange Financial Corporation (2011). Acquired intangible assets were as follows as of December 31, 2024 and 2023 (in thousands): As of December 31, 2024 As of December 31, 2023 Balance Acquired Accumulated Amortization Balance Acquired Accumulated Amortization Core deposit intangibles $ 5,975 $ 5,975 $ 5,975 $ 5,975 Other customer relationship intangibles 5,633 5,633 5,633 5,633 Total $ 11,608 $ 11,608 $ 11,608 $ 11,608 There is no aggregate amortization expense for 2024 and 2023. There is no remaining estimated aggregate amortization expense as of December 31, 2024. (8) DEPOSITS A summary of deposits as of December 31, 2024 and 2023 is as follows (in thousands): 2024 2023 Non interest-bearing demand deposits $ 625,762 $ 653,166 Interest-bearing demand deposits 306,536 291,138 Insured money market deposits 595,123 623,714 Savings deposits 245,550 249,144 Certificates of deposits $250,000 or less 401,563 365,058 Certificates of deposits greater than $250,000 101,125 76,804 Brokered deposits (1) 92,159 142,776 Other time deposits (2) 29,065 27,627 Total $ 2,396,883 $ 2,429,427 (1) Brokered deposits which are individually $250,000 and under. (2) Includes Individual Retirement Accounts and Christmas Club Accounts. Total customer deposits include reciprocal balances from checking, insured money market deposits, and CDs received from participating banks in nationwide deposit networks as a result of our customers electing to participate in Corporate offered ICS/CDARS programs allowing enhanced FDIC insurance protection. In general, the equivalent of the customers' original deposited funds comes back to the Corporation and are carried within the time deposits category. F-36 Scheduled maturities of time deposits as of December 31, 2024, are summarized as follows (in thousands): Year Maturities 2025 1 $ 591,926 2026 18,428 2027 2 11,726 2028 1,184 2029 648 2030 and thereafter — Total $ 623,912 1 $ 80.0 million of 2025 maturities represent brokered deposits. 2 $ 9.5 million of 2027 maturities represent brokered deposits which are callable by the Corporation, monthly. Time deposits that meet or exceed the FDIC Insurance limit of $250 thousand as of December 31, 2024 and 2023 were $ 107.6 million and $ 81.0 million, respectively. (9) FEDERAL HOME LOAN BANK TERM ADVANCES AND OVERNIGHT ADVANCES FHLBNY overnight advances totaled $ 109.1 million and $ 31.9 million as of December 31, 2024 and 2023, respectively. The Corporation held no fixed rate term advances as of December 31, 2024 and 2023, respectively. The following is a summary of FHLBNY overnight advances as of December 31, 2024 and 2023. The carrying amount includes the advance balance (in thousands): 2024 2023 Amount Rate Maturity Date Amount Rate Maturity Date $ 109,110 4.69 % January 2, 2025 $ 31,920 5.64 % January 2, 2024 The Bank has pledged $ 244.6 million and $ 254.6 million of residential mortgage and home equity loans under a blanket lien arrangement as of December 31, 2024 and 2023, respectively, as collateral for future borrowings. Based on this collateral and additional securities held, the Bank's unused borrowing capacity at the FHLBNY was $ 112.0 million as of December 31, 2024. (10) REVENUE FROM CONTRACTS WITH CUSTOMERS All of the Corporation's revenue from contracts with customers in the scope of ASC 606 is recognized within non-interest income. The following tables present the Corporation's non-interest income by revenue stream and reportable segment for the years ended December 31, 2024 and 2023 (in thousands). Items outside the scope of ASC 606 are noted as such. F-37 Year ended December 31, 2024 Revenue by Operatin g Se g ment: Core Banking WMG Holding Company and CFS Total Non-interest income Service charges on deposit accounts Overdraft fees $ 2,997 $ — $ — $ 2,997 Other 1,045 — — 1,045 Interchange revenue from debit card transactions 4,426 — — 4,426 WMG fee income — 11,573 — 11,573 CFS fee and commission income — — 1,054 1,054 Net gains (losses) on sales of OREO ( 18 ) — — ( 18 ) Net gains on sales of loans (a) 214 — — 214 Net gains on sales of securities (a) — — — — Loan servicing fees (a) 144 — — 144 Change in fair value of equity securities (a) 203 — ( 24 ) 179 Income from bank-owned life insurance (a) 38 — — 38 Other (a) 1,578 — — 1,578 Total non-interest income $ 10,627 $ 11,573 $ 1,030 $ 23,230 (a) Not within scope of ASC 606. (b) The Holding Company and CFS, column above includes amounts to eliminate transactions between segments. Year ended December 31, 2023 Revenue by Operatin g Se g ment: Core Banking WMG Holding Company, CFS, and CRM (b)(c) Total Non-interest income Service charges on deposit accounts Overdraft fees $ 3,096 $ — $ — $ 3,096 Other 823 — — 823 Interchange revenue from debit card transactions 4,606 — — 4,606 WMG fee income — 10,460 — 10,460 CFS fee and commission income — — 995 995 Net gains (losses) on sales of OREO 37 — — 37 Net gains on sales of loans (a) 144 — — 144 Net gains on sales of securities (a) ( 39 ) — — ( 39 ) Loan servicing fees (a) 144 — — 144 Change in fair value of equity securities (a) 228 — ( 125 ) 103 Income from bank-owned life insurance (a) 43 — — 43 Other (a) 4,068 — 69 4,137 Total non-interest income $ 13,150 $ 10,460 $ 939 $ 24,549 (a) Not within scope of ASC 606. (b) The Holding Company, CFS, and CRM column above includes amounts to eliminate transactions between segments. (c) Chemung Risk Management, Inc. (CRM) was dissolved December 6, 2023. F-38 A description of the Corporation's revenue streams accounted for under ASC 606 follows: Service Charges on Deposit Accounts: The Corporation earns fees from its deposit customers for transaction-based, account maintenance, and overdraft services. Transaction-based fees, which included services such as ATM use fees, stop payment charges, statement rendering, and ACH fees, are recognized at the time the transaction is executed as that is the point in time the Corporation fulfills the customer's request. Account maintenance fees, which relate primarily to monthly maintenance, are recognized at the time the maintenance occurs. Overdraft fees are recognized at the point in time that the overdraft occurs. Service charges on deposits are withdrawn from the customer's account balance. Interchange Revenue from Debit Card Transactions: The Corporation earns interchange fees from debit cardholder transactions conducted through the Mastercard payment network. Interchange fees from cardholder transactions represent a percentage of the underlying transaction value and are recognized daily, concurrently with the transaction processing services provided to cardholders. WMG Fee Income (Gross): The Corporation earns wealth management fees from its contracts with trust customers to manage assets for investment, and/or to conduct transactions on their accounts. These fees are primarily earned over time as the Corporation provides the contracted monthly or quarterly services and are generally assessed based on a tiered scale of the market value of assets under management (AUM). CFS Fee and Commission Income (Net): The Corporation earns fees from investment brokerage services provided to its customers by a third-party service provider. The Corporation receives commissions from the third-party service provider on a monthly basis based upon customer activity for the month. The Corporation (i) acts as an agent in arranging the relationship between the customer and the third-party service provider and (ii) does not control the services rendered to the customers. Investment brokerage fees are presented net of related costs. The Corporation also earns fees from tax services provided to its customers. Net Gains/Losses on Sales of OREO: The Corporation records a gain or loss from the sale of OREO when control of the property transfers to the buyer, which generally occurs at the time of an executed deed. When the Corporation finances the sale of OREO to the buyer, the Corporation assesses whether the buyer is committed to perform their obligations under the contract and whether collectability of the transaction price is probable. Once these criteria are met, the OREO asset is derecognized and the gain or loss on sale is recorded upon the transfer of control of the property to the buyer. In determining the gain or loss on the sale, the Corporation adjusts the transaction price and related gain (loss) on sale if a significant financing component is present. (11) DERIVATIVES As part of the Corporation's product offerings, the Corporation acts as an interest rate swap counterparty for certain commercial borrowers in the normal course of servicing our customers. The interest rate swap agreements are free-standing derivatives and are recorded at fair value in the Corporation's Consolidated Balance Sheets. The Corporation manages its exposure to such interest rate swaps by entering into corresponding and offsetting interest rate swaps with third parties which mirror the terms of the interest rate swaps entered into with the commercial borrowers. These positions directly offset each other and the Corporation's exposure is the fair value of the derivatives due to potential changes in credit risk of our commercial borrowers and third parties. The Corporation also enters into risk participation agreements with lead banks on commercial loans in which it participates. The Corporation receives an upfront fee for participating in the credit exposure of the interest rate swap associated with the commercial loan in which it is a participant and the fee received is recognized immediately in other non-interest income. The Corporation is exposed to its share of the credit loss equal to the fair value of the interest rate swap in the event of nonperformance by the counterparty of the interest rate swap. The Corporation determines the fair value of the credit loss exposure using an estimated credit default rate based on the historical performance of similar assets. The notional amount of an interest rate swap does not represent amounts exchanged by the parties. The amount exchanged is determined by reference to the notional amount and the other terms of the individual interest rate swap agreement. As of December 31, 2024, the Corporation held derivatives not designated as hedging instruments with a total notional amount of $ 703.2 million. Derivatives not designated as hedging instruments included back-to-back interest rate swaps of $ 680.2 million, consisting of $ 340.1 million of interest rate swaps with commercial borrowers and an additional $ 340.1 million of offsetting interest rate swaps with third-party counterparties on substantially the same terms, and risk participation agreements with lead banks of $ 23.0 million. Free-standing derivatives are not designated as hedges for accounting purposes and are therefore recorded at fair value with changes in fair value recorded in other non-interest income. Accrued interest receivable and payable related to these swaps of $ 0.5 million and $ 0.7 million, respectively, is included in other assets and liabilities in the Corporation's Consolidated Balance Sheets as of December 31, 2024 and 2023. F-39 The following table presents information regarding derivative financial instruments, as of December 31: 2024 Derivatives not designated as hedging instruments: Number of Instruments Notional Amount Weighted Average Maturity (in years) Weighted Average Interest Rate Received Weighted Average Contract Pay Rate Fair Value Interest rate swap agreements on loans with commercial loan customers 51 $ 340,117 5.5 4.53 % 6.37 % $ ( 23,411 ) Interest rate swap agreements with third-party counter-parties 51 340,117 5.5 6.37 % 4.53 % 23,395 Risk participation agreements 5 22,988 7.8 ( 6 ) Total 107 $ 703,222 $ ( 22 ) 2023 Derivatives not designated as hedging instruments: Number of Instruments Notional Amount Weighted Average Maturity (in years) Weighted Average Interest Rate Received Weighted Average Contract Pay Rate Fair Value Interest rate swap agreements on loans with commercial loan customers 47 $ 315,526 6.6 4.36 % 7.36 % $ ( 19,355 ) Interest rate swap agreements with third-party counter-parties 47 315,526 6.6 7.36 % 4.36 % 19,316 Risk participation agreements 4 16,432 7.8 — Total 98 $ 647,484 $ ( 39 ) There was an immaterial off-balance sheet exposure for the risk participation agreements as of December 31, 2024, and December 31, 2023. Amounts included in the Consolidated Statements of Income related to derivatives not designated as hedging instruments were as follows: Years Ended December 31, Derivatives not desi g nated as hed g in g instruments: 2024 2023 Interest rate swap agreements with commercial loan customers: Unrealized (loss) recognized in non-interest income $ ( 4,056 ) $ 7,081 Interest rate swap agreements with third-party counter-parties: Unrealized gain recognized in non-interest income 4,079 ( 7,065 ) Risk participation agreements: Unrealized gain (loss) recognized in non-interest income ( 6 ) — Unrealized gain (loss) recognized in non-interest income $ 17 $ 16 F-40 ( 12) INCOME TAXES For the years ended December 31, 2024 and 2023, income tax expense attributable to income from operations consisted of the following (in thousands): 2024 2023 Current expense : Federal $ 4,877 $ 7,149 State 416 961 Total current 5,293 8,110 Deferred expense/(benefit) : Federal 1,029 ( 1,271 ) State 92 ( 338 ) Total deferred 1,121 ( 1,609 ) Income tax expense $ 6,414 $ 6,501 Income tax expense differed from the amounts computed by applying the U.S. Federal statutory income tax rate to income before income tax expense as follows (in thousands): 2024 2023 Statutory federal tax rate 21 % 21 % Tax computed at statutory rate $ 6,318 $ 6,615 Increase (reduction) resulting from: Tax-exempt income ( 528 ) ( 509 ) 831(b) premium adjustment — ( 202 ) Dividend exclusion ( 10 ) ( 9 ) State taxes, net of Federal impact 437 580 Nondeductible interest expense 51 38 Other items, net 146 ( 12 ) Income tax expense $ 6,414 $ 6,501 Effective tax rate 21.3 % 20.6 % The lower tax expense in 2024 when compared to 2023 can be attributed to a decrease in pretax income. F-41 The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities as of December 31, 2024 and 2023, are presented below (in thousands): Deferred tax assets : 2024 2023 Allowance for credit losses $ 5,858 $ 5,775 Depreciation 1,122 1,408 Deferred compensation and directors' fees 1,444 1,388 Operating lease liabilities 1,435 1,484 Purchase accounting adjustment – fixed assets 154 153 Net unrealized losses on securities available for sale 22,487 22,296 Defined benefit pension and other benefit plans 527 1,054 Nonaccrued interest 381 484 Accrued expense 74 96 Other items, net 135 133 Total gross deferred tax assets 33,617 34,271 Deferred tax liabilities : Deferred loan fees and costs 1,220 1,389 Prepaid pension 4,283 4,144 Discount accretion 163 121 Core deposit intangible 1,821 1,790 REIT dividend 775 — Operating lease right-of-use assets 1,435 1,484 Accrual for employee benefit plans 11 8 Other items, net 241 210 Total gross deferred tax liabilities 9,949 9,146 Net deferred tax asset $ 23,668 $ 25,125 Realization of deferred tax assets is dependent upon the generation of future taxable income. A valuation allowance is recognized when it is more likely than not that some portion of the deferred tax assets will not be realized. In assessing the need for a valuation allowance, management considers the scheduled reversal of the deferred tax assets, the level of historical taxable income and projected future taxable income over the periods in which the temporary differences comprising the deferred tax assets will be deductible. Based on its assessment, management determined that no valuation allowance is necessary. As of December 31, 2024 and 2023, the Corporation did no t have any unrecognized tax benefits. The Corporation accounts for interest and penalties related to uncertain tax positions as part of its provision for Federal and State income taxes. As of December 31, 2024 and 2023, the Corporation did no t accrue any interest or penalties related to its uncertain tax positions. The Corporation is not currently subject to examinations by Federal taxing authorities for the years prior to 2021 and for New York State taxing authorities for the year prior to 2021. New York State taxing authorities recently completed audits of the Corporation for the years 2018, 2019, and 2020. There were no adjustments as a result of the New York State audits. F-42 (13) PENSION PLAN AND OTHER BENEFIT PLANS Pension Plan The Corporation has a noncontributory defined benefit pension plan covering certain employees. The plan's defined benefit formula generally based payments to retired employees upon their length of service multiplied by a percentage of the average monthly pay over the last five years of employment. New employees hired on or after July 10, 2010 were not eligible to participate in the plan, however, existing participants at that time continued to accrue benefits. On October 20, 2016, the Corporation amended its noncontributory defined benefit pension plan (“pension plan”) to freeze future retirement benefits after December 31, 2016. Beginning on January 1, 2017, both the pay-based and service-based component of the formula used to determine retirement benefits in the pension plan were frozen so that participants will no longer earn further retirement benefits. The Corporation uses a December 31 measurement date for its pension plan. The following table presents (1) changes in the plan's projected benefit obligation and plan assets, and (2) the plan's funded status as of December 31, 2024 and 2023 (in thousands): Change in projected benefit obligation: 2024 2023 Benefit obligation at beginning of year $ 31,023 $ 30,506 Service cost — — Interest cost 1,531 1,605 Actuarial (gain) loss ( 1,133 ) 1,098 Curtailments — — Settlements — — Benefits paid ( 2,252 ) ( 2,186 ) Benefit obligation at end of year $ 29,169 $ 31,023 Change in plan assets: 2024 2023 Fair value of plan assets at beginning of year $ 46,950 $ 44,656 Actual return on plan assets 3,409 4,480 Employer contributions — — Settlements — — Benefits paid ( 2,252 ) ( 2,186 ) Fair value of plan assets at end of year $ 48,107 $ 46,950 Funded status $ 18,938 $ 15,927 Amount recognized in accumulated other comprehensive income (loss) as of December 31, 2024 and 2023 consist of the following (in thousands): 2024 2023 Net actuarial loss $ 1,936 $ 3,961 Prior service cost — — Total before tax effects $ 1,936 $ 3,961 The accumulated benefit obligation as of December 31, 2024 and 2023 was $ 29.2 million and $ 31.0 million, respectively. Actuarial gains in the Projected Benefit Obligation (PBO) in 2024 were primarily the result of the increase in discount rate. The increase in discount rate caused the PBO to decrease by $ 1.5 million. Other sources of gain/loss such as plan experience, updated census data and minor adjustments to actuarial assumptions generated a combined loss of approximately 1.3 % of expected year end obligations. F-43 The principal actuarial assumptions used in determining the projected benefit obligation as of December 31, 2024 and 2023 were as follows: 2024 2023 Discount rate 5.63 % 5.07 % Assumed rate of future compensation increase N/A N/A Weighted-average interest crediting rate N/A N/A Components of net periodic benefit cost and other amounts recognized in other comprehensive income (loss) in 2024 and 2023 consist of the following (in thousands): Net periodic benefit cost 2024 2023 Service cost, benefits earned during the year $ — $ — Interest cost on projected benefit obligation 1,531 1,605 Expected return on plan assets ( 2,517 ) ( 2,391 ) Amortization of net loss — 36 Amortization of prior service cost — — Recognized (gain) loss due to settlements — — Net periodic cost (benefit) $ ( 986 ) $ ( 750 ) Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss): 2024 2023 Net actuarial (gain) loss $ ( 2,025 ) $ ( 990 ) Recognized loss — ( 37 ) Amortization of prior service cost — — Total recognized in other comprehensive income (loss) (before tax effect) $ ( 2,025 ) $ ( 1,027 ) Total recognized in net (benefit) cost and other comprehensive income (loss) (before tax effect) $ ( 3,011 ) $ ( 1,777 ) During 2024, the plan's total unrecognized net loss decreased by $ 2.0 million. The variance between the actual and expected return on plan assets during 2024 decreased the total unrecognized net loss by $ 0.9 million. Because the total unrecognized net gain or loss is less than the greater of 10 % of the projected benefit obligation or 10 % of the plan assets, no amortization is necessary. As of January 1, 2024, the average expected future life expectancy of plan participants was 21.7 years. Actual results for 2025 will depend on the 2025 actuarial valuation of the plan. The principal actuarial assumptions used in determining the net periodic benefit cost for the years ended December 31, 2024, 2023 were as follows: 2024 2023 Discount rate 5.07 % 5.42 % Expected return on assets 5.50 % 5.50 % Assumed rate of future compensation increase N/A N/A Weighted-average interest crediting rate N/A N/A The discount rate was determined by projecting the plan's expected future benefit payments as defined for the projected benefit obligation, discounting those expected payments using a theoretical zero-coupon spot yield curve derived from a universe of high-quality bonds as of the measurement date, and solving for he single equivalent discount rate that resulted in the same projected benefit obligation. A 1 % increase/(decrease) in the discount rate would have increased/(decreased) the net pension cost for 2024 by $ 142,000 /$( 48,000 ) and (decreased)/increased the year-end projected benefit obligation by $( 2.4 )/$ 2.8 million. The change in unrecognized net gain/loss is one measure of the degree to which important assumptions have coincided with actual experience. During 2024 the unrecognized net loss decreased by 6.5 % of the December 31, 2023 projected benefit obligation. F-44 The Corporation changes important assumptions whenever conditions warrant changes. As of December 31, 2024 and December 31, 2023, the Corporation used the Society of Actuaries PRI-2012 Private Retirement Plans Mortality Table with Mortality Improvement Scale MP-2021 as a basis for the Plan's valuation. The discount rate is evaluated at least annually and the expected long-term return on plan assets will typically be revised every three to five years , or as conditions warrant. The Corporation's overall investment strategy is to achieve a mix of investments that protects the value of plan assets while facilitating near-term benefit payments with a diversification of asset types. The target allocations for plan assets are shown in the table below. Equity securities primarily include investments in common or preferred shares of both U.S. and international companies. Debt securities include U.S. Treasury and Government bonds as well as U.S. Corporate bonds. Other investments may consist of mutual funds, money market funds and cash & cash equivalents. While no significant changes in the asset allocations are expected during 2025, the Corporation may make changes at any time. The expected return on plan assets was determined based on a CAPM using historical and expected future returns of the various asset classes, reflecting the target allocations described below. Asset Class Target Allocation 2024 Percentage of Plan Assets as of December 31, Expected Long-Term Rate of Return 2024 2023 Large cap domestic equities 0 % - 30 % 15 % 41 % 12.1 % Mid-cap domestic equities 0 % - 6 % — % 2 % — % Small-cap domestic equities 0 % - 5 % — % 1 % — % International equities 0 % - 6 % — % 3 % — % Emerging market equities 0 % - 5 % — % — % — % Intermediate fixed income 60 % - 100 % 69 % 37 % 2.7 % Alternative assets 0 % - 15 % — % — % — % Cash 0 % - 25 % 16 % 16 % 1.4 % Total 100 % 100 % The investment policy of the plan is to provide for stability in the value of plan assets and current income production without undue exposure to risk. The Corporation maintains an Investment Policy Statement (IPS) that guides the investment allocation in the plan. The IPS describes the target asset allocation positions as shown in the table above. The Corporation has appointed an Employee Pension and Profit Sharing Committee to manage the general philosophy, objectives and process of the plan. The Employee Pension and Profit Sharing Committee meets with the Investment Manager periodically to review the plan's performance and to ensure that the current investment allocation is within the guidelines set forth in the IPS. Only the Employee Pension and Profit Sharing Committee, in consultation with the Investment Manager, can make adjustments to maintain target ranges and for any permanent changes to the IPS. Quarterly, the Board of Directors' Trust and Employee Benefits Committee reviews the performance of the plan with the Investment Manager. As of December 31, 2024 and 2023, the Corporation's pension plan did not hold any direct investment in the Corporation's common stock. The Corporation used the following methods and significant assumptions to estimate the fair value of each type of financial instrument held by the pension plan: Fair value is the exchange price that would be received for an asset in the principal or most advantageous market for the asset in an orderly transaction between market participants on the measurement date. The fair value hierarchy described below requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The fair values for investment securities are determined by quoted market prices, if available (Level 1). For securities where quoted prices are not available, fair values are calculated based on market prices of similar securities (Level 2). For securities where quoted prices or market prices of similar securities are not available, fair values are calculated using discounted cash flows or other market indicators (Level 3). Discounted cash flows are calculated using spread and optionality. During times when trading is more liquid, broker quotes are used (if available) to validate the model. Rating agency and industry research reports as well as defaults and deferrals on individual securities are reviewed and incorporated into the calculations. F-45 The fair value of the plan assets as of December 31, 2024 and 2023, by asset class are as follows (in thousands): Fair Value Measurement as of December 31, 2024 Using Plan Assets Carrying Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash $ 7,577 $ 7,577 $ — $ — Equity securities: U.S. companies — — — — Mutual funds 38,620 38,620 — — Debt securities: U.S. Treasuries/Government bonds 1,910 1,910 — — U.S. Corporate bonds — — — — Total plan assets $ 48,107 $ 48,107 $ — $ — Fair Value Measurement as of December 31, 2023 Using Plan Assets Carrying Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash $ 7,503 $ 7,503 $ — $ — Equity securities: U.S. companies 19,374 19,374 — — Mutual funds 17,905 17,905 — — Debt securities: U.S. Treasuries/Government bonds 1,920 1,920 — — U.S. Corporate bonds 248 248 — — Total plan assets $ 46,950 $ 46,950 $ — $ — The following table presents the estimated benefit payments for each of the next five years and the aggregate amount expected to be paid in years six through ten for the pension plan (in thousands): Calendar Year Future Expected Benefit Payments 2025 $ 2,415 2026 $ 2,418 2027 $ 2,418 2028 $ 2,381 2029 $ 2,355 2030-2034 $ 11,220 The Corporation does not expect to contribute to the plan during 2025. Funding requirements for subsequent years are uncertain and will significantly depend on changes in assumptions used to calculate plan funding levels, the actual return on plan assets, changes in the employee groups covered by the plan, and any legislative or regulatory changes affecting plan funding requirements. For tax planning, financial planning, cash flow management or cost reduction purposes the Corporation may increase, accelerate, decrease or delay contributions to the plan to the extent permitted by law. F-46 Defined Contribution Profit Sharing, Savings and Investment Plan On October 20, 2016, the Bank amended its defined contribution profit sharing, savings, and investment plan for all active participants to supersede the current contribution formula used by the Plan, which included eliminating the 1000 hours of service requirement to participate in employer contributions. Beginning on January 1, 2017, the Bank began contributing a non-discretionary 3 % of gross annual wages for each participant, regardless of the participant’s deferral, and eliminated discretionary contributions for participants hired prior to July 1, 2010. Additionally, beginning January 1, 2017 the Bank began contributing a 50 % match up to 6 % of gross annual wages. Expense related to these plans totaled $ 1.6 million and $ 1.4 million for the years ended December 31, 2024 and 2023, respectively. The plan's assets as of December 31, 2024 and 2023 include 112,006 and 124,214 shares, respectively, of Chemung Financial Corporation common stock, as well as other common and preferred stocks, U.S. Government securities, corporate bonds and notes, and mutual funds. Defined Benefit Health Care Plan On October 20, 2016, the Corporation amended its defined benefit health care plan to not allow any new retirees into the plan, effective January 1, 2017. The effects of this freeze are reflected in the defined benefit health care plan disclosures as of December 31, 2017. The Corporation uses a December 31 measurement date for its defined benefit health care plan. The following table presents (1) changes in the plan's accumulated postretirement benefit obligation and (2) the plan's funded status as of December 31, 2024 and 2023 (in thousands): Changes in accumulated postretirement benefit obligation: 2024 2023 Accumulated postretirement benefit obligation - beginning of year $ 76 $ 95 Service cost — — Interest cost 5 5 Participant contributions 17 18 Amendments — — Actuarial (gain) loss 40 3 Benefits paid ( 51 ) ( 45 ) Accumulated postretirement benefit obligation at end of year $ 87 $ 76 Change in plan assets: 2024 2023 Fair value of plan assets at beginning of year $ — $ — Employer contribution 34 27 Plan participants’ contributions 17 18 Benefits paid ( 51 ) ( 45 ) Fair value of plan assets at end of year $ — $ — Unfunded status $ ( 87 ) $ ( 76 ) F-47 Amount recognized in accumulated other comprehensive income (loss) as of December 31, 2024 and 2023 consist of the following (in thousands): 2024 2023 Net actuarial loss $ 123 $ 102 Prior service credit — — Total before tax effects $ 123 $ 102 Weighted-average assumption for disclosure as of December 31: 2024 2023 Discount rate 5.63 % 5.07 % Assumed rate of future compensation increase N/A N/A Health care cost trend: Initial (Pre-65/Post 65) 7.50 % / 6.50 % 8.00 % / 7.00 % Health care cost trend: Ultimate (Pre-65/Post 65) 4.75 % / 4.75 % 4.75 % / 4.75 % Year ultimate cost trend reached 2033 / 2032 2033 / 2032 The components of net periodic postretirement benefit cost for the years ended December 31, 2024 and 2023 are as follows (in thousands): Net periodic cost (benefit) 2024 2023 Service cost $ — $ — Interest cost 5 5 Expected return on plan assets — — Amortization of prior service benefit — — Recognized actuarial loss 19 19 Recognized prior service benefit due to curtailments — — Net periodic postretirement cost (benefit) $ 24 $ 24 Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss): 2024 2023 Net actuarial (gain) loss $ 40 $ 3 Recognized actuarial loss ( 19 ) ( 19 ) Prior service credit — — Amortization of prior service benefit — — Total recognized in other comprehensive income (loss)(before tax effect) $ 21 $ ( 16 ) Total recognized in net benefit cost and other comprehensive income (loss) (before tax effect) $ 45 $ 8 Actuarial loss for 2024 is primarily the net impact of an increase in discount rate, which decreased the Accumulated Postretirement Benefit Obligation (APBO) by $ 2 thousand, and the reflection of updated data and claims experience, which increased the APBO by $ 43 thousand. All other sources of gain or loss had a combined net impact of less than $ 1 thousand. During 2024 the plan's total unrecognized net loss increased by $ 21 thousand. Because the total unrecognized net gain or loss in the plan exceeds 10 % of the accumulated postretirement benefit obligation, the excess will be amortized over the average future life expectancy of all plan participants. As of January 1, 2024, the average future life expectancy of all plan participants was 6 years. Actual results for 2025 will depend on the 2025 actuarial valuation of the plan. The change in unrecognized gain/loss is one measure of the degree to which important assumptions have coincided with actual experience. During 2024, the unrecognized net loss increased by 27 % of the December 31, 2023 accumulated postretirement benefit obligation. The Corporation changes important assumptions whenever changing conditions warrant. The discount rate and per capita costs are typically changed at least annually. Other material assumptions include rates of participant mortality and rates of increase in medical costs. F-48 Weighted-average assumptions for net periodic cost as of December 31: 2024 2023 Discount rate 5.07 % 5.42 % Expected return on plan assets N/A N/A Assumed rate of future compensation increase N/A N/A Health care cost trend: Initial 7.75 % / 6.75 % 8.00 % / 7.00 % Health care cost tread: Ultimate 4.75 % / 4.75 % 4.75 % / 4.75 % Year ultimate reached 2033 / 2032 2033 / 2032 The following table presents the estimated benefit payments for each of the next five years and the aggregate amount expected to be paid in years six through ten (in thousands): Calendar Year Future Estimated Benefit Payments 2025 $ 15 2026 $ 14 2027 $ 13 2028 $ 12 2029 $ 11 2030-2034 $ 36 The Corporation’s policy is to contribute the amount required to fund postretirement benefits as they become due to retirees. The amount expected to be required in contributions to the plan during 2025 is $ 15 thousand. Executive Supplemental Pension Plan The Corporation also sponsors an Executive Supplemental Pension Plan for certain former executive officers to restore certain pension benefits that may be reduced due to limitations under the Internal Revenue Code. The benefits under this plan are unfunded as of December 31, 2024 and 2023. The Corporation uses a December 31 measurement date for its Executive Supplemental Pension Plan. The following table presents Executive Supplemental Pension plan status as of December 31, 2024 and 2023 (in thousands): Change in projected benefit obligation: 2024 2023 Benefit obligation at beginning of year $ 924 $ 948 Service cost — — Interest cost 44 48 Actuarial (gain) loss — 37 Benefits paid ( 109 ) ( 109 ) Projected benefit obligation at end of year $ 859 $ 924 Changes in plan assets: 2024 2023 Fair value of plan assets at beginning of year $ — $ — Employer contributions 109 109 Benefits paid ( 109 ) ( 109 ) Fair value of plan assets at end of year $ — $ — Unfunded status $ ( 859 ) $ ( 924 ) F-49 Amounts recognized in accumulated other comprehensive income (loss) as of December 31, 2024 and 2023 consist of the following (in thousands): 2024 2023 Net actuarial loss $ 192 $ 202 Prior service cost — — Total before tax effects $ 192 $ 202 Accumulated benefit obligation was $ 0.9 million as of December 31, 2024 and 2023, respectively. Weighted-average assumption for disclosure as of December 31: 2024 2023 Discount rate 5.63 % 5.07 % Assumed rate of future compensation increase N/A N/A Weighted-average interest crediting rate N/A N/A The components of net periodic benefit cost for the years ended December 31, 2024 and 2023 are as follows (in thousands): Net periodic benefit cost 2024 2023 Service cost $ — $ — Interest cost 44 48 Recognized actuarial loss 11 7 Net periodic postretirement benefit cost $ 55 $ 55 Other changes in plan assets and benefit obligation recognized in other comprehensive income (loss): 2024 2023 Net actuarial (gain) loss $ — $ 37 Recognized actuarial loss ( 11 ) ( 7 ) Total recognized in other comprehensive income (loss) (before tax effect) $ ( 11 ) $ 30 Total recognized in net benefit cost and other comprehensive income (loss) (before tax effect) $ 44 $ 85 During 2024, there was a $ 30 thousand decrease in the projected benefit obligation as a result of the increase in discount rate. Offsetting this was a $ 30 thousand increase in PBO due to participant mortality (longevity) experience. There were no other significant sources of gain or loss during 2024. During 2024, the plan's total unrecognized net loss decreased by $ 10 thousand. Because the total unrecognized net gain or loss exceeds the greater of 10 % of the projected benefit obligation or 10 % of the plan assets, the excess will be amortized over the average future life expectancy of all participants. As of January 1, 2025, the average future life expectancy of plan participants was 9.64 years. Weighted-average assumptions for net periodic cost as of December 31: 2024 2023 Discount rate 5.07 % 5.42 % Expected asset return N/A N/A Assumed rate of future compensation increase N/A N/A Weighted-average interest crediting rate N/A N/A The discount rate was determined by projecting the plan's expected future benefit payments as defined for the projected benefit obligation, discounting those expected payments using a theoretical zero-coupon spot yield curve derived from a universe of high-quality bonds as of the measurement date, and solving for the single equivalent discount rate that resulted in the same projected benefit obligation. The change in unrecognized net gain or loss is one measure of the degree to which important assumptions have coincided with actual experience. During 2024 the unrecognized net loss decreased 1.1 % of the December 31, 2023 projected benefit obligation. F-50 The following table presents the estimated benefit payments for each of the next five years and the aggregate amount expected to be paid in years six through ten for the Supplemental Pension Plan (in thousands): Calendar Year Future Estimated Benefit Payments 2025 $ 108 2026 $ 104 2027 $ 99 2028 $ 94 2029 $ 88 2030-2034 $ 354 Contributions for an unfunded pension plan are equal to the benefit payments being made during the year. The Corporation expects to contribute $ 110 thousand to the plan during 2025. Defined Contribution Supplemental Executive Retirement Plan The Corporation also sponsors a Defined Contribution Supplemental Executive Retirement Plan for certain current executive officers, which was initiated in 2012. The plan is unfunded as of December 31, 2024 and is intended to provide nonqualified deferred compensation benefits payable at retirement, disability, death or certain other events. The accrued obligation for the plan as of December 31, 2024 and 2023 was $ 4.0 million and $ 3.4 million, respectively. A total of $ 0.7 million and $ 0.6 million was expensed during the years ended December 31, 2024 and 2023, respectively. In addition to each participant's account being credited with the annual company contribution, each account will receive a quarterly interest credit that will be calculated based upon the average yield on five year U.S. Treasury Notes. (14) STOCK COMPENSATION On June 8, 2021, the Corporation's shareholders approved the Corporation's 2021 Equity Incentive Plan (the "2021 Plan") which provides for the grant of stock-based awards to officers, employees and directors of the Corporation and the Bank. A Form S-8 Registration Statement was filed with the SEC on June 18, 2021 registering shares to be awarded under the 2021 Plan. The 2021 Plan provides officers, employees and directors of the Corporation and the Bank with additional incentives to promote the growth and performance of the Corporation. The prior plan shall remain in existence solely for the purpose of administering outstanding grants. Under the terms of the 2021 Plan, the Corporation may make discretionary grants of restricted shares of the Corporation’s common stock to or for the benefit of employees selected to participate in the 2021 Plan, including the Chief Executive Officer, other executive officers, and members of the Board of Directors. Awards are based on the performance, responsibility and contributions of the individual and are targeted at an average of the peer group. The maximum number of shares of the Corporation’s common stock that may be awarded as restricted shares related to the 2021 Plan may not exceed 170,000 . Awards under the 2021 Plan may generally be vested no earlier than the first anniversary of the date on which the award is granted. Shares fully vest on the fifth anniversary of the grant date for employees, and on the first anniversary of the grant date for the Chief Executive Officer and members of the Board of Directors. Compensation expense for shares granted is recognized over the vesting period of the award based on the closing price of the Corporation's stock on the grant date. Total compensation expense related to the 2021 Plan was $ 1.2 million in both 2024 and 2023. During 2024 and 2023, a total of 14,396 and 34,658 shares, respectively, were re-issued from treasury to fund stock compensation. Effective for the 2024 fiscal year and thereafter, annual stock compensation is expected to be awarded the second month after the close of the fiscal year for the Corporation's employees and Chief Executive Officer. F-51 A summary of restricted stock activity as of December 31, 2024, and changes during the year ended is presented below: Shares Weighted–Average Grant Date Fair Value Nonvested as of December 31, 2023 62,984 $ 45.87 Granted 14,396 $ 47.70 Vested ( 27,562 ) $ 45.39 Forfeited or Cancelled ( 115 ) $ 47.71 Nonvested as of December 31, 2024 49,703 $ 46.67 As of December 31, 2024, there was $ 1.7 million of total unrecognized compensation cost related to nonvested shares granted under the prior plan and the 2021 Plan. The cost is expected to be recognized over a weighted-average period of 3.27 years. The total fair value of shares vested during the years ended December 31, 2024 and 2023 were $ 1.4 million and $ 1.2 million, respectively. (15) RELATED PARTY TRANSACTIONS Members of the Board of Directors, certain Corporation officers, and their immediate families directly, or through entities in which they are principal owners (more than 10 % interest), were customers of, and had loans and other transactions with the Corporation. These loans are summarized as follows for the years ended December 31, 2024 and 2023 (in thousands): 2024 2023 Balance at beginning of year $ 26,058 $ 28,062 New loans or additional advances 175 77 Effect of changes in composition of related parties — ( 4 ) Repayments ( 820 ) ( 2,077 ) Balance at end of year $ 25,413 $ 26,058 Deposits from principal officers, directors, and their affiliates as of December 31, 2024 and 2023 were $ 43.1 million and $ 36.0 million, respectively. The Bank leases its branch located at 2 Rush Street, Schenectady, New York, under a lease agreement through February, 2033 from a member of the Corporation's Board of Directors with monthly rent and CAM expense totaling $ 9 thousand per month for each of the years ended December 31, 2024 and 2023. Rent and CAM paid to this Board member totaled $ 110 thousand and $ 118 thousand for the years ended December 2024 and 2023, respectively. WMG provided trust services to members of the Board of Directors, certain Corporation officers, and their immediate families directly, or through entities in which they are principal owners. WMG fee income for the trust services provided totaled $ 0.3 million and $ 0.2 million for the years ended December 31, 2024 and 2023, respectively. F-52 (16) COMMITMENTS AND CONTINGENCIES Some financial instruments, such as loan commitments, credit lines, letters of credit, and overdraft protection are issued to meet customer financing needs. These are agreements to provide credit or to support the credit of others, as long as conditions established in the contract are met, and usually have expiration dates. Commitments may expire without being used and off-balance sheet risk of credit loss exists up to the face amount of these instruments. The same credit policies are used to make such commitments as are used for loans, including obtaining collateral at exercise of the commitment. The following table presents the contractual amounts of financial instruments with off-balance sheet risk as of December 31, 2024 and 2023 (in thousands): 2024 2023 Fixed Rate Variable Rate Fixed Rate Variable Rate Commitments to make loans $ 12,025 $ 67,501 $ 23,809 $ 78,790 Unused lines of credit $ 4,484 $ 355,872 $ 3,387 $ 332,439 Standby letters of credit $ — $ 19,180 $ — $ 11,317 Commitments to make real estate and home equity loans are generally made for periods of sixty days or less. As of December 31, 2024, the fixed rate real estate and home equity commitments to make loans have interest rates ranging from 5.88 % to 7.38 % and maturities ranging from five years to thirty years . Commitments to fund commercial draw notes are generally made for periods of three months to twenty-four months . As of December 31, 2024, the fixed rate commercial draw commitments have interest rates ranging from 3.25 % to 7.88 %. Because many commitments and almost all standby letters of credit expire without being funded in whole or in part, the contract amounts are not estimates of future cash flows. Loan commitments and unused lines of credit have off-balance sheet credit risk because only origination fees are recognized on the Consolidated Balance Sheet until commitments are fulfilled or expire. The credit risk amounts are equal to the contractual amounts, assuming the amounts are fully advanced and collateral or other security is of no value. The Corporation does not anticipate losses as a result of these transactions. These commitments also have off-balance sheet interest rate risk in that the interest rate at which these commitments were made may not be at market rates on the date the commitments are fulfilled. In conjunction with the Corporation's adoption of ASU 2016-13, Financial Instruments-Credit Losses (Topic 326 ), an allowance for credit losses on unfunded commitments was established as of January 1, 2023. The allowance is based on the same methodology as the allowance for credit losses on loans and utilizes credit conversion factors to determine balance sheet equivalents. As of December 31, 2024 and 2023, the allowance for credit losses on unfunded commitments was $ 0.8 million and $ 0.9 million, respectively. The Corporation has issued conditional commitments in the form of standby letters of credit to guarantee payment on behalf of a customer and guarantee the performance of a customer to a third party. Standby letters of credit generally arise in connection with lending relationships. The credit risk involved in issuing these instruments is essentially the same as that involved in extending loans to customers. Contingent obligations under standby letters of credit totaled $ 19.2 million as of December 31, 2024 and represent the maximum potential future payments the Corporation could be required to make. Typically, these instruments have terms of twelve months or less and expire unused; therefore, the total amounts do not necessarily represent future cash requirements. Each customer is evaluated individually for creditworthiness under the same underwriting standards used for commitments to extend credit and on-balance sheet instruments. Corporation policies governing loan collateral apply to standby letters of credit at the time of credit extension. The carrying amount and fair value of the Corporation's standby letters of credit as of December 31, 2024 was not significant. In the normal course of business, there are various outstanding claims and legal proceedings involving the Corporation or its subsidiaries. The Corporation believes that it is not a party to any pending legal, arbitration, or regulatory proceedings that could have a material adverse impact on its financial results or liquidity. F-53 (17) PARENT COMPANY FINANCIAL INFORMATION Condensed parent company only financial statement information of Chemung Financial Corporation is as follows (investment in subsidiaries is recorded using the equity method of accounting) (in thousands): BALANCE SHEETS - DECEMBER 31 2024 2023 Assets: Cash and cash equivalents $ 2,252 $ 6,635 Investment in subsidiary - Chemung Canal Trust Company 209,709 185,159 Investment in subsidiary - CFS Group, Inc. 1,450 1,418 Dividends receivable from subsidiary bank — 1,469 Equity investments, at fair value 180 204 Other assets 1,977 1,850 Total assets $ 215,568 $ 196,735 Liabilities and shareholders' equity: Dividends payable $ — $ 1,469 Other liabilities 259 25 Total liabilities 259 1,494 Shareholders' equity: Total shareholders' equity 215,309 195,241 Total liabilities and shareholders' equity $ 215,568 $ 196,735 STATEMENTS OF INCOME - YEARS ENDED DECEMBER 31 2024 2023 Dividends from subsidiary bank and non-bank $ 1,475 $ 7,204 Interest and dividend income 35 11 Non-interest income ( 24 ) ( 125 ) Non-interest expenses 296 345 Income before impact of subsidiaries' undistributed earnings 1,190 6,745 Equity in undistributed earnings of Chemung Canal Trust Company 22,344 18,267 Equity in undistributed earnings of CFS Group, Inc. 32 124 Distributed earnings of Chemung Risk Management, Inc. 1 — ( 301 ) Income before income tax 23,566 24,835 Income tax benefit ( 105 ) ( 165 ) Net income $ 23,671 $ 25,000 1 Chemung Risk Management, Inc. was dissolved effective December 6, 2023. F-54 F-55 STATEMENTS OF CASH FLOWS - YEARS ENDED DECEMBER 31 2024 2023 Cash flows from operating activities: Net Income $ 23,671 $ 25,000 Adjustments to reconcile net income to net cash provided by operating activities: Equity in undistributed earnings of Chemung Canal Trust Company ( 22,344 ) ( 18,267 ) Equity in undistributed earnings of CFS Group, Inc. ( 32 ) ( 124 ) Distributed earnings of Chemung Risk Management, Inc. 1 — 301 Change in dividend receivable 1,469 ( 14 ) Change in other assets ( 127 ) ( 122 ) Change in other liabilities ( 1,002 ) ( 1,085 ) Expense related to restricted stock units directors' deferred compensation plan 21 20 Expense related to employee restricted stock awards 1,238 1,139 Net cash provided by operating activities 2,894 6,848 Cash flow from investing activities: Proceeds from dissolution of Chemung Risk Management, Inc. 1 — 2,634 Net cash provided by investing activities — 2,634 Cash flow from financing activities: Cash dividends paid ( 7,365 ) ( 5,840 ) Purchase of treasury stock ( 344 ) ( 316 ) Sale of treasury stock 430 601 Net cash used in financing activities ( 7,279 ) ( 5,555 ) Increase (decrease) in cash and cash equivalents ( 4,385 ) 3,927 Cash and cash equivalents at beginning of year 6,635 2,708 Cash and cash equivalents at end of year $ 2,250 $ 6,635 1 Chemung Risk Management, Inc. was dissolved effective December 6, 2023. (18) FAIR VALUES Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of 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 Corporation used the following methods and significant assumptions to estimate fair value: Available for Sale Securities: The fair values of securities available for sale are usually determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs), or matrix pricing, which is a mathematical technique widely used to value debt securities without relying exclusively on quoted prices for the specific securities, but rather by relying on the securities' relationship to other benchmark quoted securities (Level 2 inputs). For securities where quoted prices or market prices of similar securities are not available, fair values are calculated using discounted cash flows or other market indicators (Level 3 inputs). F-56 Equity Investments: Securities that are held to fund a non-qualified deferred compensation plan and securities that have a readily determinable fair market value, are recorded with changes in fair value included in earnings. The fair value of equity investments is determined by quoted market prices (Level 1 inputs). Individually Analyzed Loans: At the time a loan becomes individually analyzed, it is valued at the lower of amortized cost or fair value. Individually analyzed loans carried at fair value have been partially charged-off or receive specific allocations as part of the allowance for credit losses. For collateral-dependent loans, fair value is commonly based on real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of inputs for determining fair value. Non-real estate collateral may be valued using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business, typically resulting in the utilization of Level 3 inputs. These loans are analyzed on a quarterly basis for additional credit loss and adjusted accordingly. OREO : Assets acquired through or in lieu of loan foreclosures are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. Fair value is commonly based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value. Subsequent declines in fair value are recorded through the establishment of a valuation allowance, which may be reversed should fair value increase after the establishment of the valuation allowance. Appraisals for both collateral-dependent individually analyzed loans and OREO are performed by certified general appraisers (commercial properties) or certified residential appraisers (residential properties) whose qualifications and licenses have been reviewed and verified by the Corporation. Once received, appraisals are reviewed for reasonableness of assumptions, approaches utilized, Uniform Standards of Professional Appraisal Practice and other regulatory compliance, as well as the overall resulting fair value in comparison with independent data sources such as recent market data or industry-wide statistics. Appraisals are generally completed within the 12 month period prior to a property being placed into OREO and updated appraisals are typically completed for collateral-dependent loans when management determines analysis on an individual basis is required. For individually analyzed loans, appraisal values are adjusted based on the age of the appraisal, the position of the lien, the type of the property, and its condition. Derivatives : The fair value of interest rate swaps is based on valuation models using observable market data as of the measurement date (Level 2 inputs). Derivatives are traded in an over-the-counter market where quoted market prices are not always available. Therefore, the fair value of derivatives is determined using quantitative models utilizing multiple market inputs. The inputs will vary based on the type of derivative, but could include interest rates, prices, and indices to generate continuous yield or pricing curves, prepayment rates, and volatility factors to value the position. The Corporation also incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counter-party's nonperformance risk in fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Corporation has considered the impact of any applicable credit enhancements, such as collateral postings. Although the Corporation has determined the majority of inputs used to value its derivatives are considered Level 2 inputs, credit valuation adjustments are based on credit default rate assumptions, which are considered Level 3 inputs. F-57 Assets and liabilities measured at fair value on a recurring basis are summarized below (in thousands): Fair Value Measurement as of December 31, 2024 Using Financial Assets: Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) U.S. treasury notes and bonds $ 56,906 $ 56,906 $ — $ — Mortgage-backed securities, residential 365,934 — 365,934 — Obligations of states and political subdivisions 35,505 — 35,505 — Corporate bonds and notes 22,016 — 9,884 12,132 SBA loan pools 51,081 — 51,081 — Total available for sale securities $ 531,442 $ 56,906 $ 462,404 $ 12,132 Equity Investments $ 2,759 $ 2,759 $ — $ — Derivative assets 23,829 — 23,829 — Financial Liabilities: Derivative liabilities $ 23,851 $ — $ 23,851 $ — Fair Value Measurement as of December 31, 2023 Using Financial Assets: Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) U.S. treasury notes and bonds $ 55,332 $ 55,332 $ — $ — Mortgage-backed securities, residential 403,824 — 403,824 — Obligations of states and political subdivisions 38,686 — 38,686 — Corporate bonds and notes 20,669 — 13,139 7,530 SBA loan pools 65,482 — 65,482 — Total available for sale securities $ 583,993 $ 55,332 $ 521,131 $ 7,530 Equity investments $ 2,552 $ 2,552 $ — $ — Derivative assets 23,942 — 23,942 — Financial Liabilities: Derivative liabilities $ 23,981 $ — $ 23,981 $ — The Corporation transfers assets and liabilities between levels within the hierarchy when methodologies to obtain fair value change such that there are either more or fewer unobservable inputs as of the end of the indicated reporting period. The Corporation utilizes a "beginning of reporting period" timing assumption when recognizing transfers between hierarchy levels, consistent with ASC 820-10-50-2. There were no transfers between Level 1 and Level 2 of the hierarchy during the years ended December 31, 2024 and 2023. There were six corporate subordinated debt issuances transferred into Level 3 during the year ended December 31, 2024, with a total fair value of $ 5.9 million as of the transfer date and a fair value of $ 5.9 million as of December 31, 2024 due to a lack of observable data for the specific issuances. There was one corporate subordinated debt issuance with a fair value of $ 1.9 million as of December 31, 2024 which was transferred out of Level 3 and into Level 2 during the year ended December 31, 2024 based on the availability of observable market data for the issuance, which was subsequently transferred back into Level 3 during the fourth quarter of 2024. F-58 There were six corporate subordinated debt issuances transferred into Level 3 during the year ended December 31, 2023. This transfer was due to illiquidity in new issuances of comparable bonds and the size of issuances, leading to pricing difficulties during 2023, which persisted in 2024 for the majority of the effected issuances. Two of these issuances, with a combined fair value of $ 1.3 million as of December 31, 2023, were transferred back to Level 2 during the third quarter of 2023, based on increased availability of market data relevant to these issuances. The tables below present a reconciliation of assets measured at fair value on a recurring basis using unobservable inputs (Level 3) and qualitative information regarding Level 3 significant unobservable inputs for the years ended December 31, 2024 and 2023. Level 3 Financial Assets - Corporate Bonds 2024 2023 Balance of recurring Level 3 assets as of January 1 $ 7,530 $ — Total gains and losses for the period: Included in other comprehensive income 420 ( 1,096 ) Transfers into Level 3 5,931 9,955 Transfers out of Level 3 ( 1,749 ) ( 1,329 ) Balance of recurring Level 3 assets as of December 31 $ 12,132 $ 7,530 December 31, 2024 Fair Value Valuation Techniques Unobservable Input Range [Weighted Average] as of December 31, 2024 Corporate bonds and notes $ 12,132 Discounted cash flow Market discount rate 7.25 % - 12.00 % [ 10.82 %] December 31, 2023 Fair Value Valuation Technique Unobservable Inputs Range [Weighted Average] as of December 31, 2023 Corporate bonds and notes $ 7,530 Discounted cash flow Market discount rate 12.50 % - 12.50 % [ 12.50 %] Assets and liabilities measured at fair value on a non-recurring basis as of December 31, 2024 and 2023 are summarized below (in thousands): Fair Value Measurement as of December 31, 2024 Using Financial Assets: Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Individually analyzed loans: Commercial and industrial $ 11 $ — $ — $ 11 Commercial mortgages: Commercial mortgages, other 873 — — 873 Total individually analyzed loans $ 884 $ — $ — $ 884 Other real estate owned: Residential mortgages $ 126 $ — $ — $ 126 Consumer loans: Home equity lines and loans 285 — — 285 Total other real estate owned, net $ 411 $ — $ — $ 411 The fair value of other real estate owned is presented net of a $ 32 thousand valuation allowance as of December 31, 2024. F-59 Fair Value Measurement as of December 31, 2023 Using Financial Assets: Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Individually analyzed loans: Commercial and industrial $ 62 $ — $ — $ 62 Total individually analyzed loans $ 62 $ — $ — $ 62 Other real estate owned: Residential mortgages $ 116 $ — $ — $ 116 Consumer loans: Home equity lines and loans 210 — — 210 Total other real estate owned, net $ 326 $ — $ — $ 326 There were no valuation allowances established for other real estate owned as of December 31, 2023. The following tables present quantitative information regarding Level 3 significant unobservable inputs for assets and liabilities measured at fair value on a non-recurring basis as of December 31, 2024 and 2023 (in thousands): Description Fair Value as of December 31, 2024 Valuation Technique Unobservable Inputs Range [Weighted Average] as of December 31, 2024 Individually analyzed loans: Commercial and industrial $ 11 Net present value Discount rate 41.29 % - 41.29 % [ 41.29 %] Commercial mortgages: Commercial mortgages, other 873 Income approach Adjustment to appraised value 16.86 % - 16.86 % [ 16.86 %] Total individually analyzed loans $ 884 Other real estate owned: Residential mortgages $ 126 Sales comparison Adjustment to appraised value 20.80 % - 20.80 % [ 20.80 %] Consumer loans: Home equity lines and loans 285 Sales comparison Adjustment to appraised value 20.80 % - 20.80 % [ 20.80 %] Total other real estate owned, net $ 411 F-60 Description Fair Value as of December 31, 2023 Valuation Technique Unobservable Inputs Range [Weighted Average] as of December 31, 2023 Individually analyzed loans: Commercial and industrial $ 62 Net present value Discount rate 48.64 % - 57.33 % [ 55.57 %] Total individually analyzed loans $ 62 Other real estate owned: Residential mortgages $ 116 Sales comparison Adjustment to appraised value 20.80 % - 20.80 % [ 20.80 %] Consumer loans: Home equity lines and loans 210 Sales comparison Adjustment to appraised value 20.80 % - 20.80 % [ 20.80 %] Total other real estate owned, net $ 326 FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying amounts and estimated fair values of other financial instruments, as of December 31, 2024 and December 31, 2023, are as follows (in thousands): Fair Value Measurements as of December 31, 2024 Using Financial assets: Carrying Amount Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Estimated Fair Value 1 Cash and due from financial institutions $ 26,224 $ 26,224 $ — $ — $ 26,224 Interest-bearing deposits in other financial institutions 20,811 20,811 — — 20,811 Equity investments 3,235 3,235 — — 3,235 Securities available for sale 531,442 56,906 462,404 12,132 531,442 Securities held to maturity 808 — — 808 808 FHLBNY and FRBNY stock 9,117 — — — N/A Loans, net and loans held for sale 2,071,419 — — 1,981,851 1,981,851 Derivative assets 23,829 — 23,829 — 23,829 Financial liabilities: Deposits: Demand, savings, and insured money market deposits $ 1,772,971 $ 1,772,971 $ — $ — $ 1,772,971 Time deposits 623,912 — 622,920 — 622,920 FHLBNY overnight advances 109,110 — 109,083 — 109,083 Derivative liabilities 23,851 — 23,851 — 23,851 1 Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates. F-61 Fair Value Measurements as of December 31, 2023 Using Financial Assets: Carrying Amount Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Estimated Fair Value 1 Cash and due from financial institutions $ 22,247 $ 22,247 $ — $ — $ 22,247 Interest-bearing deposits in other financial institutions 14,600 14,600 — — 14,600 Equity investments 3,046 3,046 — — 3,046 Securities available for sale 583,993 55,332 521,131 7,530 583,993 Securities held to maturity 785 — — 785 785 FHLBNY and FRBNY stock 5,498 — — — N/A Loans, net and loans held for sale 1,972,664 — — 1,875,390 1,875,390 Derivative assets 23,942 — 23,942 — 23,942 Financial liabilities: Deposits: Demand, savings, and insured money market deposits $ 1,817,162 $ 1,817,162 $ — $ — $ 1,817,162 Time deposits 612,265 — 609,863 — 609,863 FHLBNY overnight advances 31,920 — 31,925 — 31,925 Derivative liabilities 23,981 — 23,981 — 23,981 1 Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates. (19) REGULATORY CAPITAL REQUIREMENTS The Bank is subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action. Under Basel III rules, the Bank must hold a capital conservation buffer of 2.5% above the adequately capitalized risk-based capital ratios. Organizations that fail to maintain the minimum capital conservation buffer could face restrictions on capital distributions or discretionary bonus payments to executive officers. The net unrealized gain or loss on available for sale securities and changes in the funded status of the defined benefit pension plan and other benefit plans are not included in computing regulatory capital. Management believes as of December 31, 2024, the Bank met all capital adequacy requirements to which it is subject. Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. As of December 31, 2024, the most recent regulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. The Corporation is no longer subject to Federal Reserve consolidated capital requirements applicable to bank holding companies, which are similar to those applicable to the Bank, until it reaches $3.0 billion in assets. As of December 31, 2024, the most recent notification from the Federal Reserve Bank of New York categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized the Bank must maintain minimum total risk-based, Tier 1 risk-based, common equity Tier 1 risk-based, and Tier 1 leverage ratios as set forth in the table below. There have been no conditions or events since this notification that management believes have changed the Bank's or the Corporation's capital category. F-62 The Corporation’s principal source of funds for dividend payments is dividends received from the Bank. Banking regulations limit the amount of dividends that may be paid without prior approval of regulatory agencies. Under these regulations, the amount of dividends that may be paid in any calendar year is limited to the current year’s net income, combined with the retained net income of the preceding two years , subject to the capital requirements in the table below. During 2025, the Bank could, without prior approval, declare dividends of approximately $ 62.2 million plus any 2025 net income retained to the date of the dividend declaration. The actual capital amounts and ratios of the Corporation and the Bank are presented in the following tables (in thousands): Actual Minimal Capital Adequacy Minimal Capital Adequacy with Capital Buffer To Be Well Capitalized Under Prompt Corrective Action Provisions As of December 31, 2024 Amount Ratio Amount Ratio Amount Ratio Amount Ratio Total Capital (to Risk Weighted Assets): Consolidated $ 280,778 13.35 % N/A N/A N/A N/A N/A N/A Bank $ 275,179 13.09 % $ 168,137 8.00 % $ 220,680 10.50 % $ 210,172 10.00 % Tier 1 Capital (to Risk Weighted Assets): Consolidated $ 258,550 12.30 % N/A N/A N/A N/A N/A N/A Bank $ 252,950 12.04 % $ 126,103 6.00 % $ 178,646 8.50 % $ 168,137 8.00 % Common Equity Tier 1 Capital (to Risk Weighted Assets): Consolidated $ 258,550 12.30 % N/A N/A N/A N/A N/A N/A Bank $ 252,950 12.04 % $ 94,577 4.50 % $ 147,120 7.00 % $ 136,612 6.50 % Tier 1 Capital (to Average Assets): Consolidated $ 258,550 9.18 % N/A N/A N/A N/A N/A N/A Bank $ 252,950 8.98 % $ 112,639 4.00 % N/A N/A $ 140,799 5.00 % Actual Minimum Capital Adequacy Minimal Capital Adequacy with Capital Buffer To Be Well Capitalized Under Prompt Corrective Action Provisions As of December 31, 2023 Amount Ratio Amount Ratio Amount Ratio Amount Ratio Total Capital (to Risk Weighted Assets): Consolidated $ 262,864 13.26 % N/A N/A N/A N/A N/A N/A Bank $ 252,783 12.76 % $ 158,438 8.00 % $ 207,950 10.50 % $ 198,048 10.00 % Tier 1 Capital (to Risk Weighted Assets): Consolidated $ 239,429 12.08 % N/A N/A N/A N/A N/A N/A Bank $ 229,348 11.58 % $ 118,829 6.00 % $ 168,341 8.50 % $ 158,438 8.00 % Common Equity Tier 1 Capital (to Risk Weighted Assets): Consolidated $ 239,429 12.08 % N/A N/A N/A N/A N/A N/A Bank $ 229,348 11.58 % $ 89,122 4.50 % $ 138,634 7.00 % $ 128,731 6.50 % Tier 1 Capital (to Average Assets): Consolidated $ 239,429 8.62 % N/A N/A N/A N/A N/A N/A Bank $ 229,348 8.26 % $ 111,034 4.00 % N/A N/A $ 138,792 5.00 % F-63 (20) ACCUMULATED OTHER COMPREHENSIVE INCOME OR LOSS Accumulated other comprehensive income or loss represents the net unrealized holding gains or losses on securities available for sale and the funded status of the Corporation's defined benefit pension plan and other benefit plans, as of the Consolidated Balance Sheet dates, net of the related tax effect. The following is a summary of the changes in accumulated other comprehensive income or loss by component, net of tax, for the periods indicated (in thousands): Unrealized Gains and Losses on Securities Available for Sale Defined Benefit and Other Benefit Plans Total Balance as of January 1, 2024 $ ( 62,800 ) $ ( 3,213 ) $ ( 66,013 ) Other comprehensive income (loss) before reclassification ( 539 ) 1,465 926 Amounts reclassified from accumulated other comprehensive income (loss) — 22 22 Net current period other comprehensive income (loss) ( 539 ) 1,487 948 Balance as of December 31, 2024 $ ( 63,339 ) $ ( 1,726 ) $ ( 65,065 ) Balance as of January 1, 2023 $ ( 71,296 ) $ ( 3,961 ) $ ( 75,257 ) Other comprehensive income (loss) before reclassification 8,506 702 9,208 Amounts reclassified from accumulated other comprehensive income (loss) ( 10 ) 46 36 Net current period other comprehensive income (loss) 8,496 748 9,244 Balance as of December 31, 2023 $ ( 62,800 ) $ ( 3,213 ) $ ( 66,013 ) The following is the reclassification out of accumulated other comprehensive income (loss) for the periods indicated (in thousands): Details about Accumulated Other Comprehensive Income (Loss) Components Year Ended December 31, Affected Line Item in the Statement Where Net Income is Presented 2024 2023 Unrealized gains and losses on securities available for sale: Realized gains (losses) on securities available for sale $ — $ ( 14 ) Net gains (losses) on securities transactions Tax effect — 4 Income tax expense Net of tax — ( 10 ) Amortization of defined pension plan and other benefit plan items: Actuarial losses (a) 30 63 Other components of net periodic pension and postretirement benefits Tax effect ( 8 ) ( 16 ) Income tax expense Net of tax 22 47 Total reclassification for the period, net of tax $ 22 $ 37 (a) These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension and other benefit plan costs (see Note 13 for additional information). F-64 (21) SEGMENT REPORTING The Corporation manages its operations through two primary business segments: core banking and WMG. The core banking segment provides revenues by attracting deposits from the general public and using such funds to originate consumer, commercial and industrial, commercial real estate, and residential mortgage loans, primarily in the Corporation’s local markets, and to invest in securities. The WMG services segment provides revenues by providing trust and investment advisory services to clients. The Corporation's reportable segments are determined by the Executive Management Team (EMT), who collectively are designated Chief Operating Decision Maker (CODM). The CODM evaluates the financial performance of each business segment, which is based upon the business segment's net income. Components of net income for the business segments that are reviewed by the CODM include net interest income, provision for credit losses, non-interest income, non-interest expense and income tax expense. The CODM, in conjunction with management committees (such as ALCO and Corporate loan committees) evaluates financial performance to make decisions related to the products and services that are offered, pricing, and the allocation of resources for each business segment. Accounting policies for the segments are the same as those described in Note 1. Summarized financial information concerning the Corporation’s reportable segments and the reconciliation to the Corporation’s consolidated results are shown in the following table. Income taxes are allocated based on the separate taxable income of each entity and indirect overhead expenses are allocated based on reasonable and equitable allocations applicable to the reportable segment. The Holding Company, CFS, and CRM columns below includes income and expenses related to insurance products, mutual funds, brokerage services, and captive insurance (in thousands). Year ended December 31, 2024 Core Banking WMG Holding Company and CFS Inter-Segment Eliminations Consolidated Totals Interest and dividend income $ 127,534 $ — $ 36 $ ( 6 ) $ 127,564 Interest expense 53,511 — — ( 6 ) 53,505 Net interest income 74,023 — 36 — 74,059 Provision for credit losses ( 46 ) — — — ( 46 ) Net interest income after provision for credit losses 74,069 — 36 — 74,105 Non-interest income 10,633 11,573 1,030 ( 6 ) 23,230 Non-interest expenses: Compensation expense 29,131 5,672 828 — 35,631 Net occupancy expense 5,583 249 6 ( 6 ) 5,832 Furniture and equipment expense 1,542 94 23 — 1,659 Data processing & software expense 8,954 1,120 19 — 10,093 Other non-interest expenses 13,080 546 409 — 14,035 Total non-interest expense 58,290 7,681 1,285 ( 6 ) 67,250 Income (loss) before income tax expense 26,412 3,892 ( 219 ) — 30,085 Income tax expense (benefit) 5,651 833 ( 70 ) — 6,414 Segment net income (loss) $ 20,761 $ 3,059 $ ( 149 ) $ — $ 23,671 Supplemental Information: Total assets as of December 31, 2024 $ 2,746,344 $ 2,882 $ 215,366 $ ( 188,445 ) $ 2,776,147 Capital expenditures 1 $ 3,626 $ — $ — $ — $ 3,626 Depreciation expense 2 $ 1,797 $ 17 $ — $ — $ 1,814 1 Includes expenditures related to ATM fleet replacement across footprint and the addition of a new branch. 2 Included in net occupancy and furniture and equipment expense in the table above. F-65 Year ended December 31, 2023 Core Banking WMG Holding Company, CFS,CRM 1 Inter-Segment Eliminations Consolidated Totals Interest and dividend income $ 112,947 $ — $ 132 $ ( 5 ) $ 113,074 Interest expense 38,622 — — ( 5 ) 38,617 Net interest income 74,325 — 132 — 74,457 Provision for credit losses 3,262 — — 3,262 Net interest income after provision for credit losses 71,063 — 132 — 71,195 Non-interest income 13,156 10,460 1,890 ( 957 ) 24,549 Non-interest expenses: Compensation expense 27,639 5,169 716 — 33,524 Net occupancy expense 5,414 223 6 ( 6 ) 5,637 Furniture and equipment expense 1,622 86 20 — 1,728 Data processing & software expense 8,655 1,155 30 — 9,840 Other non-interest expenses 13,569 428 468 ( 951 ) 13,514 Total non-interest income 56,899 7,061 1,240 ( 957 ) 64,243 Income (loss) before income tax expense 27,320 3,399 782 — 31,501 Income tax expense (benefit) 5,869 730 ( 98 ) — 6,501 Segment net income (loss) $ 21,451 $ 2,669 $ 880 $ — $ 25,000 Total assets as of December 31, 2023 $ 2,689,903 $ 2,702 $ 196,580 $ ( 178,656 ) $ 2,710,529 Capital expenditures $ 540 $ — $ — $ — $ 540 Depreciation expense 2 $ 1,983 $ 18 $ — $ — $ 2,001 1 Chemung Risk Management, Inc. (CRM) was dissolved December 6, 2023. 2 Included in net occupancy and furniture and equipment expense in the table above. F-66 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CHEMUNG FINANCIAL CORPORATION DATED: MARCH 14, 2025 By: /s/ Anders M. Tomson Anders M. Tomson President and Chief Executive Officer (Principal Executive Officer) DATED: MARCH 14, 2025 By: /s/ Dale M. McKim, III Dale M. McKim, III Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been executed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Raimundo C. Archibold, Jr. Director March 14, 2025 Raimundo C. Archibold, Jr. /s/ Ronald M. Bentley Director March 14, 2025 Ronald M. Bentley /s/ David M. Buicko Director March 14, 2025 David M. Buicko /s/ David J. Dalrymple Director and Chairman of the Board of Directors March 14, 2025 David J. Dalrymple /s/ Robert H. Dalrymple Director March 14, 2025 Robert H. Dalrymple /s/ Richard E. Forrestel, Jr. Director March 14, 2025 Richard E. Forrestel, Jr. /s/ Denise V. Gonick Director March 14, 2025 Denise V. Gonick /s/ Stephen M. Lounsberry, III Director March 14, 2025 Stephen M. Lounsberry, III /s/ Joseph F. Meade, IV Director March 14, 2025 Joseph F. Meade, IV /s/ Jeffrey B. Streeter Director March 14, 2025 Jeffrey B. Streeter (Signatures, continued) F-59 Signature Title Date /s/ G. Thomas Tranter, Jr. Director March 14, 2025 G. Thomas Tranter, Jr. /s/ Thomas R. Tyrrell Director March 14, 2025 Thomas R. Tyrrell /s/ Anders M. Tomson Chief Executive Officer and President March 14, 2025 Anders M. Tomson /s/ Dale M. McKim, III Chief Financial Officer and Treasurer March 14, 2025 Dale M. McKim, III EXHIBIT INDEX Exhibit The following exhibits are either filed with this Form 10-K or are incorporated herein by reference. The Corporation’s Securities Exchange Act file number is 000-13888. 3.1 Certificate of Incorporation of Chemung Financial Corporation dated December 20, 1984 (as incorporated by reference to Exhibit 3.1 to Registrant's Form 10-K for the year ended December 31, 2007 and filed with the Commission on March 13, 2008). 3.2 Certificate of Amendment to the Certificate of Incorporation of Chemung Financial Corporation, dated March 28, 1988 (as incorporated by reference to Exhibit 3.2 to Registrant's Form 10-K for the year ended December 31, 2007 and filed with the Commission on March 13, 2008). 3.3 Certificate of Amendment to the Certificate of Incorporation of Chemung Financial Corporation, dated May 13, 1998 (as incorporated by reference to Exhibit 3.4 to Registrant’s Form 10-K for the year ended December 31, 2005 and filed with the Commission on March 15, 2006). 3.4 Amended and Restated Bylaws of Chemung Financial Corporation, as amended August 17, 2022 (as incorporated by reference to Exhibit 3.2 to Registrant’s Form 8-K and filed with the Commission on August 17, 2022). 4.1 Specimen Stock Certificate (filed as Exhibit 4.1 to Registrant's Form 10-K for the year ended December 31, 2002 and incorporated herein by reference). 4.2 Description of Common Stock Registered Under Section 12 of the Securities Exchange Act of 1934, filed herewith (as incorporated by reference to Exhibit 4.2 to Registrant's Form 10-K for the year ended December 31, 2019 and filed with the Commission on March 12, 2020). 10.1 Chemung Financial Corporation 2014 Omnibus Plan and Component Plans (Chemung Financial Corporation Restricted Stock Plan, Chemung Financial Corporation Incentive Compensation Plan, Chemung Financial Corporation Directors’ Compensation Plan and Chemung Financial Corporation/Chemung Canal Trust Company Directors’ Deferred Fee Plan) (filed as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 to Registrant’s Form S-8 filed with the Comm i ssion on January 27, 2015 and incorporated herein by reference). 10.2 Change of Control Agreement dated December 19, 2018 between Chemung Canal Trust Company and Anders M. Tomson, President and Chief Executive Officer (filed as Exhibit 10.1 to Registrant’s Form 8-K filed with the Commission on December 19, 2018 and incorporated herein by reference). 10.3 Change of Control Agreement dated December 18, 2019 between Chemung Canal Trust Company and Peter K. Cosgrove, Executive Vice President and Chief Credit Officer, and incorporated herein by reference. 10.4 Change of Control Agreement dated December 18, 2019 between Chemung Canal Trust Company and Daniel D. Fariello, President of Capital Bank Division (filed as Exhibit 10.2 to Registrant’s Form 8-K filed with the Commission on December 23, 2019 and incorporated herein by reference). 10.5 Change of Control Agreement dated December 18, 2019 between Chemung Canal Trust Company and Loren D. Cole, Executive Vice President and Chief Information Officer, (as incorporated by reference to Exhibit 10.8 to Registrant's Form 10-K for the year ended December 31, 2019 and filed with the Commission on March 12, 2020). 10.6 Chemung Financial Corporation 2021 Equity Incentive Plan (filed as Exhibit 10.1 to Registrant's Form 8-K filed with the Commission on June 8, 2021 and incorporated herein by reference). 10.7 Consent Order between Chemung Canal Trust Company and the New York State Department of Financial Services dated June 24, 2021 (filed as Exhibit 10.1 to Registrant's Form 8-K filed with the Commission on June 29, 2021 and incorporated herein by reference). 10.8 Form of Incentive Stock Option Award Agreement (filed as Exhibit 10.2 to Registrant's Registration Statement on Form S-8 (333-257227) filed with the Commission on June 21, 2021 and incorporated herein by reference). 10.9 Form of Non-Qualified Stock Option Award Agreement (filed as Exhibit 10.3 to Registrant's Registration Statement on Form S-8 (333-257227) filed with the Commission on June 21, 2021 and incorporated herein by reference). 10.10 Form of Restricted Stock Award Agreement (filed as Exhibit 10.4 to Registrant's Registration Statement on Form S-8 (333-257227) filed with the Commission on June 21, 2021 and incorporated herein by reference). 10.11 Chemung Canal Trust Company Defined Contribution Supplemental Executive Retirement Plan, (as incorporated by reference to Exhibit 10.12 to Registrant's Form 10-K for the year ended December 31, 2021 and filed with the Commission on March 23, 2022). 10.12 Chemung Canal Trust Company Defined Contribution Supplemental Executive Retirement Plan-Amendment Number One, as amended on November 16, 2022 (filed as Exhibit 10.1 to Registrant's Form 8-K filed with the Commission on November 21, 2022 and incorporated herein by reference). 10.13 Change of Control Agreement dated June 2, 2023 between Chemung Canal Trust Company and Dale M. McKim, III, Executive Vice President, Chief Financial Officer and Treasurer, (filed as Exhibit 10.1 to Registrant's Form 8-K filed with the Commission on June 2, 2023 and incorporated herein by reference). 19 Policy Related to Insider Trading, filed herewith.* 21 Subsidiaries of the Registrant.* 23 Consent of Crowe LLP, Independent Registered Public Accounting Firm.* 31.1 Certification of President and Chief Executive Officer of the Registrant pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.* 31.2 Certification of Treasurer and Chief Financial Officer of the Registrant pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.* 32.1 Certification of President and Chief Executive Officer of the Registrant pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 19 U.S.C. §1350.* 32.2 Ce rtification of Treasurer and Chief Financial Officer of the Registrant pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 19 U.S.C. §1350.* 97 Policy Relating to Recovery of Erroneously Awarded Compensation, incorporated herein by reference. 101.INS Instance Document 101.SCH XBRL Taxonomy Schema* 101.CAL XBRL Taxonomy Calculation Linkbase* 101.DEF XBRL Taxonomy Definition Linkbase* 101.LAB XBRL Taxonomy Label Linkbase* 101.PRE XBRL Taxonomy Presentation Linkbase* * Filed herewith.