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CHEMUNG FINANCIAL CORP

CHEMUNG FINANCIAL CORP is an American state commercial bank based in Elmira, listed on Nasdaq (CHMG).1

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Last updated Oct 21, 2026.

Overview

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  • TickerCHMG on Nasdaq1
  • IndustryState Commercial Banks1
  • HeadquartersElmira, New York1
  • Incorporated inNY2
  • Business addressOne Chemung Canal Plz, P O Box 1522, Elmira, Ny 149022
  • Filer categoryAccelerated filer, Smaller reporting company2
  • Legal formCorporation

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The Corporation was incorporated on January 2, 1985 under the laws of the State of New York and is headquartered in Elmira, New York. The Corporation was organized for the purpose of acquiring the Bank. The Bank was established in 1833 under the name Chemung Canal Bank, and was subsequently granted a New York State bank charter in 1895. In 1902, the Bank was reorganized as a New York State trust company under the name Elmira Trust Company, and its name was changed to Chemung Canal Trust Company in 1903.4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

WMG Fee Income brought in 35% of the revenue CHEMUNG FINANCIAL CORP broke down this way in fiscal 2025.

  1. WMG Fee Income$11.9M535%up 3% from 2024
  2. Wealth Management Group Services$11.9M535%up 3% from 2024
  3. Interchange Revenue$4.3M513%down 3% from 2024
  4. Overdraft Fees$2.9M58%down 5% from 2024
  5. Service Charge on Deposits, Other$1.6M55%up 50% from 2024
  6. Investment Brokerage$1.2M53%up 12% from 2024
Products and services by year
Products and services20242025
WMG Fee Income$11.6M$11.9M
Wealth Management Group Services$11.6M$11.9M
Interchange Revenue$4.4M$4.3M
Overdraft Fees$3.0M$2.9M
Service Charge on Deposits, Other$1.0M$1.6M
Investment Brokerage$1.1M$1.2M

Financial statements

Net income6789105$15.1M in 2025−3% since 2019
0$10.0M$20.0M$30.0M2019: $15.6M$15.6M20192020: $19.3M$19.3M2020+23%2021: $26.4M$26.4M2021+37%2022: $28.8M$28.8M2022+9%2023: $25.0M$25.0M2023−13%2024: $23.7M$23.7M2024−5%2025: $15.1M$15.1M2025−36%

Every line of the income statement as filed: the last 2 fiscal years, latest first.5

Period ending2025-12-312024-12-31
Loans, including fees$120.4M$112.1M
Taxable securities$8.9M$13.0M
Tax exempt securities$620.0K$1.0M
Interest-earning deposits$3.0M$1.4M
Total interest and dividend income$132.8M$127.6M
Deposits$41.8M$50.1M
Borrowed funds$3.9M$3.5M
Total interest expense$45.7M$53.5M
Net interest income$87.2M$74.1M
Provision (credit) for credit losses$4.4M-$46.0K
Net interest income after provision for credit losses$82.7M$74.1M
Net (losses) on securities transactions-$17.5M$0
Change in fair value of equity investments$211.0K$179.0K
Net gain on sales of loans held for sale$261.0K$214.0K
Net gains (losses) on sales of other real estate owned$2.0K-$18.0K
Income from bank owned life insurance$32.0K$38.0K
Other$4.3M$2.8M
Total non-interest income$7.9M$23.2M
Salaries and wages$30.6M$28.5M
Pension and other employee benefits$8.9M$8.1M
Other components of net periodic pension cost (benefit)-$452.0K-$909.0K
Net occupancy expense$5.8M$5.8M
Furniture and equipment expense$1.7M$1.7M
Data processing expense$10.0M$10.1M
Professional services$2.7M$2.4M
Marketing and advertising expense$1.2M$1.2M
Other real estate owned expense$23.0K$157.0K
FDIC insurance$1.5M$2.1M
Loan expense$1.2M$1.2M
Other$7.5M$7.0M
Total non-interest expense$70.7M$67.2M
Income before income tax expense$19.9M$30.1M
Income tax expense$4.8M$6.4M
Net income$15.1M$23.7M
Weighted average shares outstanding, basic (in shares)4.8M shares4.8M shares
Weighted average shares outstanding, diluted (in shares)4.8M shares4.8M shares
Basic earnings per share (in dollars per share)$3.14$4.96
Diluted earnings per share (in dollars per share)$3.14$4.96

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Corporate structure

CHEMUNG FINANCIAL CORP sits at the top of its group. 3 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of CHEMUNG FINANCIAL CORP

  • BlackRock Filed SCHEDULE 13G on CHEMUNG FINANCIAL CORP, latest Jul 27, 2026 (4 filings since Oct 22, 2024)
  • CHEMUNG CANAL TRUST CO Filed SCHEDULE 13G/A on CHEMUNG FINANCIAL CORP, latest Jul 15, 2026 (6 filings since Jan 10, 2024)
  • DALRYMPLE FAMILY LTD PARTNERSHIP Filed SCHEDULE 13G/A on CHEMUNG FINANCIAL CORP, latest Feb 13, 2026 (5 filings since Feb 11, 2022)
  • Fourthstone LLC Filed SCHEDULE 13G/A on CHEMUNG FINANCIAL CORP, latest Feb 14, 2025 (3 filings since Feb 14, 2024)
  • Robert H. Dalrymple Filed SC 13G/A on CHEMUNG FINANCIAL CORP, latest Feb 9, 2024 (3 filings since Feb 11, 2022)
  • FJ Capital Management LLC Filed SC 13G/A on CHEMUNG FINANCIAL CORP, latest Feb 8, 2023 (2 filings since Feb 10, 2022)
  • CHEMUNG FINANCIAL CORP Elmira, New York
    • CFS Group, Inc. Subsidiary · New York, United States
    • Chemung Canal Trust Company Subsidiary · New York, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What CHEMUNG FINANCIAL CORP reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$86.9M5 Dec 31, 2025$86.5M5 Dec 31, 2024+0.4%
Accumulated depreciation$71.5M5 Dec 31, 2025$70.2M5 Dec 31, 2024+1.8%
Property and equipment, net$15.4M5 Dec 31, 2025$16.4M5 Dec 31, 2024−5.9%
Operating-lease assets (leased space)$4.8M5 Dec 31, 2025$5.4M5 Dec 31, 2024−12.7%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$50.1M5 Dec 31, 2025$47.0M5 Dec 31, 2024+6.5%
Loans, net of allowance$2.2B5 Dec 31, 2025$2.1B5 Dec 31, 2024+9.5%
Deposits held (banks)$2.3B5 Dec 31, 2025$2.4B5 Dec 31, 2024−5.3%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$21.8M5 Dec 31, 2025$21.8M5 Dec 31, 20240%
Accumulated amortization$11.6M10 Dec 31, 2024$11.6M10 Dec 31, 20230%

Properties, in its own words

All properties owned or leased by the Bank are considered to be in good condition. For additional information about the Corporation’s facilities, including rental expense, see Note 5 - Premises and Equipment and Note 6 - Leases in Notes to Consolidated Financial Statements in Part IV, Item 15. Exhibits and Financial Statement Schedules of this report. The Corporation holds no real estate in its own name.

Corporate Headquarters

The rest of Item 2

Executive and Administrative Offices

One Chemung Canal Plaza, Elmira, NY 14901

Wealth Management Group Regional Offices

305 E. Water Street, Elmira, NY 14901

127 Court Street, Binghamton, NY 13901

132-136 State Street, Albany, NY 12207

Representative Offices

*500 Pearl Street, Suite 740, Buffalo, NY 142021

Full-Service Branches - New York

Albany County · Saratoga County

*132-136 State St., Albany, NY 12207 · *25 Park Ave., Clifton Park, NY 12065

*65 Wolf Rd., Albany, NY 12205 · *3057 Route 50, Saratoga Springs, NY 12866

*581 Loudon Rd., Latham, NY 12110

*1365 New Scotland Rd., Slingerlands, NY 12159 · Schenectady County

*2 Rush St., Schenectady, NY 12305

Broome County

*127 Court St., Binghamton, NY 13901 · Schuyler County

*100 Rano Blvd., Vestal, NY 13850 · 318 N. Franklin St., Watkins Glen, NY 14891

303 W. Main St., Montour Falls, NY 14865

Cayuga County

*110 Genesee St., Auburn, NY 13021 · Seneca County

185 Grant Ave., Auburn, NY 13021 · 54 Fall St., Seneca Falls, NY 13148

Chemung County · Steuben County

One Chemung Canal Plaza, Elmira, NY 14901 · *201 Bath and Hammondsport RR, Bath, NY 14810

628 W. Church St., Elmira, NY 14905 · 149 West Market St., Corning, NY 14830

951 Pennsylvania Ave., Elmira, NY 14904

100 W. McCann's Blvd., Elmira Heights, NY 14903 · Tioga County

29 Arnot Rd., Horseheads, NY 14845 · 203 Main St., Owego, NY 13827

602 S. Main St., Horseheads, NY 14845 · 405 Chemung St., Waverly, NY 14892

Cortland County · Tompkins County

*1094 State Rte. 222, Cortland, NY 13045 · 304 Elmira Rd., Ithaca, NY 14850

*909 Hanshaw Rd., Ithaca, NY 14850

Erie County

*5529 Main Street, Williamsville, NY 14221

*1465 Union Road, West Seneca, NY 142241

Full-Service Branches - Pennsylvania (Bradford County)

5 West Main St., Canton, PA 17724 · 159 Canton St., Troy, PA 16947

CFS Group

One Chemung Canal Plaza, Elmira, NY 14901

Available by appointment at all bank locations

Leased Off-Site ATM Location

Albany Capital Center · Albany, NY

* Leased facilities and/or property

1 Lease signed, but location has not yet been opened

Item 2 of the 10-K filed Mar 13, 2026.4

Leadership

Who has led CHEMUNG FINANCIAL CORP, and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Jan P. Updegraff2006–2008
  2. Ronald M. Bentley2007–2016
  3. Anders Tomson2017–now

President

  1. Jan P. Updegraff2006–2008
  2. Ronald M. Bentley2006–2015
  3. Anders Tomson2011–2018
  4. Daniel D. Fariello2018–now

Chief financial officer

  1. John R. Battersby Jr.2010–2013
  2. Mark A. Severson2012–2013
  3. Karl Francis Krebs2013–2022
  4. Dale M. McKim Iii.2023–now

Chief operating officer

  1. Ronald M. Bentley2006
  2. Anders Tomson2016
2010201520202025
Board members and other officers (57)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • Executive OfficerJeffrey P. Kenefick named Jun 17, 202579
  • Executive OfficerThomas W. Wirth named Jun 17, 202579

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Oct 1, 20268-K Other events80
  2. Aug 19, 20268-K Other events81
  3. Jul 27, 20268-K Regulation FD disclosure82
  4. Jul 22, 20268-K Results of operations83
  5. Jun 2, 20268-K Shareholder vote84
  6. May 21, 20268-K Other events85
  7. May 8, 20268-K Regulation FD disclosure86
  8. Apr 17, 20268-K Results of operations87
  9. Apr 7, 20268-K Other events88
  10. Feb 17, 20268-K Other events89
  11. Feb 2, 20268-K Regulation FD disclosure90
  12. Jan 26, 20268-K Results of operations91
  13. Jan 5, 2017New chief executive Anders Tomson becomes CEO13
  14. Aug 2, 2007New chief executive Ronald M. Bentley becomes CEO14
  15. Jan 20, 2006New chief executive Jan P. Updegraff becomes CEO15

Calendar

Coming up

  1. Oct 20, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported $1.62 a share, on Oct 21, 2025.92

When it reported results

  1. Jul 22, 2026Reported quarterly or annual results83
  2. Apr 17, 2026Reported quarterly or annual results87
  3. Jan 26, 2026Reported quarterly or annual results91
  4. Oct 21, 2025Reported quarterly or annual results93
  5. Jul 17, 2025Reported quarterly or annual results94
  6. Apr 18, 2025Reported quarterly or annual results95
  7. Jan 28, 2025Reported quarterly or annual results96
  8. Oct 22, 2024Reported quarterly or annual results97

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

436 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 77 major events, 287 insider forms, 24 large holders, 1 private raises, 27 other. The latest 20:

  1. Oct 1, 20268-K EDGAR
  2. Sep 17, 20264 EDGAR
  3. Sep 15, 2026144 EDGAR
  4. Aug 19, 20268-K EDGAR
  5. Aug 12, 20264 EDGAR
  6. Aug 11, 20263 EDGAR
  7. Aug 6, 202610-Q EDGAR
  8. Jul 27, 2026SCHEDULE 13G EDGAR
  9. Jul 27, 20268-K EDGAR
  10. Jul 22, 20268-K EDGAR
  11. Jul 15, 2026SCHEDULE 13G/A EDGAR
  12. Jul 6, 20264 EDGAR
  13. Jun 25, 20264 EDGAR
  14. Jun 10, 202611-K EDGAR
  15. Jun 2, 20268-K EDGAR
  16. May 21, 20268-K EDGAR
  17. May 8, 20268-K EDGAR
  18. May 7, 202610-Q EDGAR
  19. Apr 27, 20264 EDGAR
  20. Apr 23, 2026DEFA14A EDGAR

The 436 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

41 open-market trades by officers, directors and large owners since October 2021: 23 buys and 18 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 16, 2026COLE LOREN DEVP & CIOSale5,160$83.50$430.9KForm 4
Apr 27, 2026Tyrrell Thomas R.DirectorSale788$65.33$51.5KForm 4
Feb 26, 2026Dalrymple Robert HDirectorSale2,833$56.56$160.2KForm 4
Feb 4, 2026Fariello Daniel DPresident, Capital Bank Div.Sale748$61.13$45.7KForm 4
Feb 3, 2026Fariello Daniel DPresident, Capital Bank Div.Sale242$61.57$14.9KForm 4
Feb 2, 2026Tyrrell Thomas R.DirectorSale500$61.00$30.5KForm 4
Oct 29, 2025STREETER JEFFREY BDirectorBuy2,184$51.92$113.4KForm 4
Oct 28, 2025STREETER JEFFREY BDirectorBuy1,316$51.64$68.0KForm 4
Aug 5, 2025COLE LOREN DEVP & CIOBuy2,983$50.10$149.4KForm 4
Jul 28, 2025STREETER JEFFREY BDirectorBuy2,612$52.60$137.4KForm 4
Jul 25, 2025STREETER JEFFREY BDirectorBuy5,000$52.94$264.7KForm 4
Jul 24, 2025STREETER JEFFREY BDirectorBuy4,103$52.91$217.1KForm 4
Jul 23, 2025STREETER JEFFREY BDirectorBuy3,285$53.19$174.7KForm 4
Jul 22, 2025Kenefick Jeffrey P.Regional PresidentBuy475$52.75$25.1KForm 4
Jan 15, 2025Meade Joseph F IVDirectorBuy592$47.33$28.0KForm 4
Nov 6, 2024COLE LOREN DEVP & CIOSale1,000$51.21$51.2KForm 4
Aug 6, 2024Tranter G. Thomas Jr.DirectorBuy500$44.00$22.0KForm 4
Aug 6, 2024Wirth Thomas WExecutive Vice PresidentSale764$44.40$33.9KForm 4
Jun 4, 2024Fariello Daniel DPresident, Capital Bank Div.Buy151$43.28$6.5KForm 4
Mar 1, 2024Archibold Raimundo C. JrDirectorSale425$42.22$17.9KForm 4

All 41 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Anders M. Tomson58$720.3K$1.4M104
2025Dale M. McKim III51$352.2K$664.7K104
2025Jeffrey P. Kenefick59$281.4K$532.8K104
2025Peter K. Cosgrove65$280.3K$531.5K104
2025Daniel D. Fariello49$290.4K$526.6K104
2024President and CEO$710.4K$1.4M104
2024Executive VicePresident,$340.2K$553.5K104
2024President,$280.6K$440.7K104
2023President and CEO$655.4K$1.3M104
2023and CCO$260.4K$497.2K104
2023Capital Bank Division$257.3K$477.4K104
2023CFO and Treasurer$136.9K$420.3K104

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Jun 10, 2025Raised $45 million in a private offering of debt Form D: 40 investors so far Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
BlackRock, Inc.391,487$29.2M0.0%+29,660
Chemung Canal Trust Co284,776$21.2M3.9%−1,376
Dimensional Fund Advisors LP186,549$13.9M0.0%+4,708
Vanguard Capital Management LLC164,331$12.3M0.0%−8,913
Manufacturers Life Insurance Company, The162,219$12.1M0.0%+4,586
PL Capital Advisors, LLC109,336$8.2M2.3%No change
Geode Capital Management, LLC98,104$7.3M0.0%+7,640
State Street Corp67,350$5.0M0.0%+9,220
Renaissance Technologies LLC60,679$4.5M0.0%+19,457
Bridgeway Capital Management, LLC53,155$4.0M0.1%+942
Goldman Sachs Group Inc38,544$2.9M0.0%−2,376
Northern Trust Corp36,739$2.7M0.0%+1,567
First Manhattan Co. Llc.35,240$2.6M0.0%No change
Morgan Stanley33,919$2.5M0.0%−2,606
Wellington Management Group Llp31,474$2.3M0.0%New
Vanguard Portfolio Management LLC27,395$2.0M0.0%+3,378
Empowered Funds, LLC26,957$2.0M0.0%+942
Connor, Clark & Lunn Investment Management Ltd.26,559$2.0M0.0%+1,309
American Century Companies Inc25,096$1.9M0.0%+1,271
Vanguard Fiduciary Trust Co24,546$1.8M0.0%+1,510
Hudock, Inc.21,914$1.6M0.2%New
Alliancebernstein L.P.30,078$1.6M0.0%+1,000
Aqr Capital Management LLC21,593$1.6M0.0%+3,263
Two Sigma Investments, LP19,488$1.5M0.0%New
Hsbc Holdings PLC17,256$1.3M0.0%−2,305

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How CHEMUNG FINANCIAL CORP is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARCHEMUNG FINANCIAL CORP1
  • CIK0000763563
  • Employer ID (EIN)16-12370384
  • Filer statusAccelerated filer not an emerging growth company; a smaller reporting company; not a shell company4
  • Incorporated inNew York4
  • Fiscal year endsDecember 311
  • Industry code (SIC)6022 State Commercial Banks1
  • SEC reviewing officeOffice of Finance, Division of Corporation Finance1
  • Business addressOne Chemung Canal Plz, P O Box 1522, Elmira, NY 149021
  • Phone60773737111
  • Shares outstanding4,821,472 as of Aug 1, 202612
  • Public float$200.6M as of Jun 30, 20254
  • AuditorCrowe LLP, Livingston, New Jersey PCAOB ID 173; it also attests to the company’s internal control over financial reporting4
  • On EDGAR sinceMar 17, 19951
  • Filings1,902 in all: 4 (1,077), 8-K (318), 10-Q (95), 4/A (90), 3 (49), SC 13G/A (33), DEF 14A (32), 10-K (31)1
    All 39 form types

    5 (30), 11-K (24), SC 13G (23), 8-K/A (11), ARS (10), 3/A (8), 425 (8), DEFA14A (7), SCHEDULE 13G/A (7), CORRESP (6), UPLOAD (6), SC 13D (5), S-8 (4), 144 (3), EFFECT (3), 10-Q/A (2), NT 10-Q (2), S-3 (2), S-4/A (2), SC 13D/A (2), SCHEDULE 13G (2), 10-K405 (1), 424B3 (1), 8-A12B (1), CERTNAS (1), D (1), DEFR14A (1), PRE 14A (1), S-3/A (1), S-3D (1), S-4 (1)

  • Latest filingsAnnual report (10-K) Mar 13, 2026
    Quarterly report (10-Q) Aug 6, 2026
    Proxy statement (DEF 14A) Apr 23, 2026
    Latest 8-K (8-K) Oct 1, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, Par Value $0.01 Per ShareCHMGNasdaq Stock Market, LLC

From the cover page of the 10-K filed Mar 13, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks CHEMUNG FINANCIAL CORP names in Item 1A of its 10-K filed Mar 13, 2026: 40 risks under these headings, as written.4

  • Risks Related to Lending
  • Economic conditions may adversely affect the Corporation’s financial performance.
  • Imposition of limits by bank regulators on commercial real estate lending activities could curtail the Corporation’s growth and adversely affect our earnings.
  • Commercial real estate and commercial and industrial loans increase the Corporation’s exposure to credit risks.
  • Purchased loan participations may have a higher risk of loss than loans the Bank originates because the Bank is not the lead bank and has limited control over credit monitoring.
  • We are subject to environmental liability risk associated with lending activities.
  • The foreclosure process may adversely impact the Bank’s recoveries on non-performing loans.
  • The Corporation's portfolio of indirect automobile lending exposes it to increased credit risks.
  • The allowance for credit losses may prove to be insufficient to absorb losses in the loan portfolio.
  • The Corporation is subject to risks and losses resulting from fraudulent activities that could adversely impact its financial performance and results of operations.
  • Use of appraisals when underwriting loans secured by real property may not accurately represent the net value of collateral the Bank can realize at a future date.
  • Risks Related to Liquidity
The other 30 risks
  • Liquidity needs could adversely affect the Corporation’s financial condition and results of operation.
  • Risks Related to Changes in Interest Rates
  • The Corporation is subject to interest rate risk, and fluctuations in market interest rates may affect its interest margin and income, demand for products, defaults on loans, loan prepayments and the fair value of its financial instruments.
  • Risks Related to Competition
  • Strong competition within the Corporation's industry and market areas could limit its growth and profitability.
  • Risks Related to Business Strategy
  • The Corporation’s growth strategy may not prove to be successful and its market value and profitability may suffer.
  • The risks presented by acquisitions could adversely affect the Corporation's financial condition and results of operations.
  • Risks Related to Laws and Regulations
  • The Corporation operates in a highly regulated environment and may be adversely affected by changes in laws and regulations.
  • Monetary policies and regulations of the Federal Reserve Board could adversely affect our business, financial condition, and results of operations.
  • We are subject to the Community Reinvestment Act and fair lending laws, and alleged failure to comply with fair lending laws has led to material penalties.
  • Non-compliance with the USA PATRIOT Act, Bank Secrecy Act, or other laws and regulations could result in fines or sanctions.
  • The Corporation may need to access capital markets or manage its existing capital structure in the future, but such capital may not be available when needed, or may only be available on unacceptable terms, which could adversely affect its financial condition and results of operations.
  • Changes in tax rates could adversely affect the Corporation's results of operations and financial condition.
  • Risks Related to Operational Matters
  • The Corporation's controls and procedures may fail or be circumvented, which may result in a material adverse effect on its business.
  • Our risk management framework may not be effective in mitigating risk and reducing the potential for significant losses.
  • We face significant operational risks because the financial services business involves a high volume of transactions, and these operational risks may be magnified through the use of automated processing.
  • The Corporation continually encounters technological change and the failure to understand and adapt to these changes could adversely affect its business.
  • Systems failures or breaches of our network security could subject us to increased operating costs as well as litigation and other liabilities.
  • Operating systems and infrastructure, managed or supplied by third parties on whom we rely, could be interrupted, compromised, or otherwise breached.
  • Risks Related to Accounting Matters
  • The Corporation's accounting policies and estimates are critical to how the Corporation reports its financial condition and results of operations, and any changes to such accounting policies and estimates could materially affect how the Corporation reports its financial condition and results of operations.
  • The Corporation holds certain intangible assets that could be classified as impaired in the future. If these assets are considered to be either partially or fully impaired in the future, its earnings and the book values of these assets would decrease.
  • Financial counterparties expose the Corporation to risks.
  • Risks Related to Wealth Management
  • Involvement in wealth management creates risks associated with the industry.
  • There may be claims and litigation pertaining to fiduciary responsibility.
  • General Business Risk Factors
  • Severe weather, natural disasters, and other external conditions can affect the Corporation’s business.
  • Inflation can have an adverse impact on our business and on our customers.
  • The geographic concentration of the Corporation's markets in upstate New York makes it more sensitive to adverse changes in regional conditions than larger or more geographically diversified competitors.
  • The Corporation may not be able to attract and retain skilled people.
  • Risks Relating to Ownership of Our Common Stock
  • The Corporation’s common stock is not heavily traded, and the stock price may fluctuate significantly.
  • The Corporation is a holding company and depends on its subsidiaries for dividends, distributions, and other payments.
  • The Corporation's common stock is subordinate to its existing and future indebtedness.
  • Provisions of the Corporation's certificate of incorporation, bylaws, as well as New York law and certain banking laws, could delay or prevent a takeover of the Corporation by a third party.

Legal proceedings

In the normal course of business, there are various outstanding claims and legal proceedings involving the Corporation or its subsidiaries. On February 4, 2020, the Corporation filed a lawsuit against Pioneer Bank, Albany, New York, in the Supreme Court of the State of New York in the County of Albany. As disclosed in the Corporation's September 12, 2019 Current Report on Form 8-K, the Bank owns a participating interest totaling $4.2 million in an approximately $36.0 million commercial credit facility on which the borrower defaulted due to fraudulent activity. The Corporation's complaint alleges that Pioneer Bank, as lead bank, breached the participation agreement and engaged in fraud and negligent misrepresentation. The Corporation received a recovery of $0.5 million in April 2020, and continues to pursue recovery of the remaining $3.7 million and accumulated expenses as a result of purchasing the participation interest.

Other than as noted above, 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 as of December 31, 2025.

The opening of Item 3, Legal Proceedings.4

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