CHEMUNG FINANCIAL CORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. ____)

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:

One Chemung Canal Plaza

Elmira, New York 14901

April 24, 2024

Dear Fellow Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders of Chemung Financial Corporation on Tuesday, June 4, 2024 at Chemung Canal Trust Company, located at One Chemung Canal Plaza, Elmira, New York, at 2:00 p.m., Eastern Time. If you are unable to attend the meeting in person, we will also provide a telephone conference line for shareholders to listen to the meeting as disclosed under“General Voting Information.”

The Annual Meeting will begin with a review of the matters to be voted upon by the shareholders, as described in the accompanying Notice of Annual Meeting of Shareholders and related Proxy Statement. In addition to the formal business matters upon which shareholder action is required, we will report to you on the condition of your Company, what we accomplished in 2023, and our plans for the future.

Your vote is important. We want to be sure that your shares are represented and that your vote is properly accounted for and, whether or not you plan to attend the Annual Meeting, we request that you vote your shares. You may vote your shares by telephone, by the Internet or by returning a requested proxy card, as further explained in the Proxy Statement. Please see the attached Notice of Annual Meeting of Shareholders and accompanying Proxy Statement for additional information regarding how to vote your shares.

We encourage you to review the following Proxy Statement for a better understanding of the Corporation, its compensation practices and corporate governance structure, as well as a summary of the matters that will be voted on this year. We have attempted to present the information contained in the Proxy Statement in a straightforward and easily understood manner. However, much of the information presented is required by law to be included in a certain format. We appreciate your taking the time to read our Proxy Statement and hope that we have addressed the issues that interest you, our shareholders. Thank you for your support and investment in Chemung Financial Corporation.

Sincerely,

Anders M. Tomson

President & Chief Executive Officer

One Chemung Canal Plaza

Elmira, New York 14901

April 24, 2024

NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERSOF CHEMUNG FINANCIAL CORPORATION

The Annual Meeting of Shareholders (the “Annual Meeting”) of Chemung Financial Corporation (the "Corporation”) will be held on Tuesday, June 4, 2024, for the following purposes:

1. To elect five (5) directors for a term of three years expiring in 2027 [Proposal 1];

2. To conduct an advisory vote to approve, on a non-binding basis, the compensation paid to the Corporation’s named executive officers (“Say-On-Pay”) [Proposal 2];

3. To conduct an advisory vote to select, on a non-binding basis, the frequency of the Say-On-Pay vote [Proposal 3];

4. To ratify the appointment of Crowe LLP as the Corporation's independent registered public accounting firm for the fiscal year ending December 31, 2024 [Proposal 3]; and

5. To transact such other business as may properly come before the Annual Meeting. At the present time, the Board of Directors knows of no other business to come before the Annual Meeting.

Our Annual Meeting will be held in person. We encourage all of our shareholders to participate in the meeting. If you plan to attend the meeting in person, please register your planned in-person attendance with us at least five (5) business days prior to the meeting by writing to Kathleen S. McKillip, Corporate Secretary, Chemung Financial Corporation, One Chemung Canal Plaza, P.O. Box 1522, Elmira, NY 14902-1522 or by email at kmckillip@chemungcanal.com. Pre-registration, as well as matching picture identification, is necessary to gain entrance to the secure area of our headquarters building where the meeting will be held. The in-person meeting will be held at 2:00 p.m. on Tuesday, June 4, 2024, at the Chemung Financial Corporation Headquarters Building, One Chemung Canal Plaza, Elmira, NY 14901. Parking is generally available in the parking lot, on street, or at the public garage located across from the headquarters on Baldwin Street. If you are unable to attend the meeting in person, we will also provide a telephone conference line for shareholders to listen to the meeting. Shareholders participating via telephone conference will not be able to vote, make comments or ask questions as this conference line is in listen-only mode. Instructions for how to participate via telephone conference in listen-only mode are disclosed under“General Voting Information.”

We have elected to take advantage of Securities and Exchange Commission (“SEC”) rules that allow us to furnish proxy materials to certain shareholders over the Internet. We believe furnishing proxy materials to our shareholders over the Internet allows us to provide shareholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting. If you have received the Notice of Internet Availability, you will not receive a printed copy of the proxy materials unless you request it by following the instructions for requesting such proxy materials contained in the Notice of Internet Availability and summarized in the proxy statement.

The Corporation’s Board of Directors (the "Board”) has fixed the close of business on April 8, 2024 as the record date for determining shareholders entitled to notice of and to vote at the Annual Meeting. Only shareholders of record at the close of business on that date are entitled to vote at the Annual Meeting. Please see the“Additional Voting Information” section of the Proxy Statement for more information on how to vote.

Please ensure that your shares are represented at the 2024 Annual Meeting, as your vote is very important.

Kathleen S. McKillipCorporate Secretary

CHEMUNG FINANCIAL CORPORATION, P.O. BOX 1522, ELMIRA, NEW YORK 14901 (607) 737-3711IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALSFOR SHAREHOLDERS MEETING TO BE HELD JUNE 4, 2024This proxy statement, the Corporation’s Annual Report on Form 10-K, and an abbreviated report for the twelve-monthperiod are available at http://astproxyportal.com/ast/01079

ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 4, 2024

We are providing this proxy statement (the “Proxy Statement”) in connection with the solicitation of proxies on behalf of the Board of Directors of Chemung Financial Corporation for use at the Annual Meeting of Shareholders, to be held on Tuesday, June 4, 2024 at 2:00 p.m. Eastern Daylight Savings Time (the “Annual Meeting”) at the Corporation’s headquarters, One Chemung Canal Plaza, Elmira New York. The Annual Meeting will be held in-person, but we will also provide a method for shareholders to listen to the Annual Meeting through a telephone conference line, which is accessible at 1-888-390-3967 (United States & Canada) or 1-862-298-0702 (Internationally). Pre-registration is required for in-person attendance, per instructions on the Notice of Annual Meeting. This Proxy Statement summarizes the information that you will need in order to vote. We first made this Proxy Statement available to shareholders on April 24, 2024. Instructions for listening to the Annual Meeting via the telephone conference line are also disclosed under“General Voting Information.”

Availability of Proxy Materials

In accordance with rules adopted by the SEC, instead of mailing a printed copy of our materials to each shareholder of record, we furnished our proxy materials, including the Notice of Annual Meeting of Shareholders, this Proxy Statement, the Annual Report on Form 10-K for the year ended December 31, 2023, and an abbreviated report for the twelve-month period, by sending a notice of internet availability of proxy materials (the “Notice of Internet Availability”) and providing access to such documents over the Internet. Generally, shareholders will not receive printed copies of the proxy materials unless they request them. Shareholders of record who prefer to receive a paper or e-mail copy of our proxy materials must follow the instructions below or as provided in the Notice of Internet Availability for requesting such materials. The Notice of Internet Availability only identifies the items to be voted on at the Annual Meeting. You cannot vote by marking the Notice of Internet Availability and returning it.

To view ONLINE: visit http://astproxyportal.com/ast/01079 24 hours a day, seven days a week, through the conclusion of the Annual Meeting. You will need your Notice of Internet Availability with your control number in order to log in and view the proxy material.

To receive a PAPER or E-MAIL copy: you MUST REQUEST a paper or e-mail copy of the proxy materials. There is NO charge to receive a paper or e-mail copy of the materials. Please choose one of the following methods for your request prior to May 21, 2024: