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UNITED STATES OF AMERICA

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): June 4, 2024 (June 4, 2024)

CHEMUNG FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

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

One Chemung Canal Plaza, Elmira, NY 14901

(Address of principal executive offices) (Zip Code)

(607) 737-3711

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

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

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

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

| ITEM 7.01 | Regulation FD Disclosure

On June 4, 2024, Chemung Financial Corporation (the “Corporation”) (Nasdaq: CHMG) provided copies of slides containing financial and other information in preparation for its upcoming Annual Meeting of Shareholders, scheduled for Tuesday, June 4, 2024 at 2:00 p.m., at its headquarters at One Chemung Canal Plaza in Elmira, New York.

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

ITEM 9.01 | Financial Statements and Exhibits
(d) | Exhibits
| Exhibit No.
| 99.1 | Advance copy of the presentation to be given at the 2024 Annual Meeting of Shareholders of Chemung Financial Corporation at One Chemung Plaza, Elmira, NY dated June 4, 2024.
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

| CHEMUNG FINANCIAL CORPORATION
June 4, 2024 | By: | /s/ Dale M. McKim, III
|  | Dale M. McKim, III
|  | Chief Financial Officer and Treasurer