---
schema_version: "secwatch.filing_event.v1"
accession: "0001171843-25-003817"
form_type: "8-K"
ticker: "CHMG"
cik: "0000763563"
company_name: "CHEMUNG FINANCIAL CORP"
filed_at: "2025-06-10T23:59:59+00:00"
generated_at: "2026-05-19T16:25:16.235978+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# Chemung Financial issues $45M in 7.75% subordinated notes due 2035

## Summary
- Issued $45M aggregate principal of 7.75% Fixed-to-Floating Rate Subordinated Notes due 2035.
- Notes mature June 15, 2035; fixed rate 7.75% until June 15, 2030, then float at 3-month SOFR + 415 bps.
- Proceeds to support regulatory capital ratios, growth initiatives, and possible balance sheet restructuring.
- Notes qualify as Tier 2 capital at holding company level under Federal Reserve Board capital guidelines.
- Private placement under Section 4(a)(2) and Rule 506; not registered under Securities Act.

## SEC filing metadata
- accession: 0001171843-25-003817
- form_type: 8-K
- ticker: CHMG
- cik: 0000763563
- company_name: CHEMUNG FINANCIAL CORP
- filed_at: 2025-06-10T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 2.03, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/763563/000117184325003817/0001171843-25-003817-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/763563/000117184325003817/f8k_061025.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001171843-25-003817
- JSON: https://secwatch.observer/filing/0001171843-25-003817.json
- Plain text: https://secwatch.observer/filing/0001171843-25-003817.txt

## Key facts
- Debt Financings
  CHEMUNG FINANCIAL CORP incurred senior notes of $45.0 million with certain accredited investors and qualified institutional buyers at 7.75% Fixed-to-Floating Rate maturing June 15, 2035.
  - Instrument: senior notes
  - Principal: $45.0 million
  - Counterparty: certain accredited investors and qualified institutional buyers
  - Rate: 7.75% Fixed-to-Floating Rate
  - Maturity: June 15, 2035
  - Event: incurrence
  source text: Agreements (the “Agreements”) with certain accredited investors and qualified institutional buyers (the “Purchasers”) and, pursuant to the Agreements, issued to the Purchasers $45.0 million in aggregate principal amount of the Corporation’s 7.75% Fixed-to-Floating Rate Subordinated Notes due 2035 (the “Notes”). The Notes were offered and sold in a private placement
  evidence_url: https://www.sec.gov/Archives/edgar/data/763563/000117184325003817/0001171843-25-003817-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.