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What changed in CHEMUNG FINANCIAL CORP's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of CHEMUNG FINANCIAL CORP's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+428 added−377 removedSource: 10-K (2026-03-13) vs 10-K (2025-03-14)

Top changes in CHEMUNG FINANCIAL CORP's 2025 10-K

428 paragraphs added · 377 removed · 321 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

67 edited+6 added−10 removed129 unchanged
Biggest changeGramm-Leach-Bliley Act Under the privacy and data security provisions of the Financial Modernization Act of 1999, also known as the GLB Act, and rules promulgated thereunder, all financial institutions, including the Corporation, the Bank and CFS are required to establish policies and procedures to restrict the sharing of nonpublic customer data with nonaffiliated parties at the customer's request and to protect customer data from unauthorized access.
Biggest changeBank service providers are also required to notify any affected bank to or on behalf of which the service provider provides services “as soon as possible” after determining that it has experienced an incident that materially disrupts or degrades, or is reasonably likely to materially disrupt or degrade, covered services provided to such bank for four or more hours. 18 Gramm-Leach-Bliley Act Under the privacy and data security provisions of the Financial Modernization Act of 1999, also known as the GLB Act, and rules promulgated thereunder, all financial institutions, including the Corporation, the Bank and CFS are required to establish policies and procedures to restrict the sharing of nonpublic customer data with nonaffiliated parties at the customer's request and to protect customer data from unauthorized access.
Additionally, in 2021 the Corporation expanded its geographic footprint into Western New York with the opening of a de novo branch office in Erie County, and established the “Canal Bank, a division of Chemung Canal Trust Company” brand in 2024, concurrent with the opening of a new regional banking center in Erie County, located in Williamsville, New York.
Additionally, in 2021 the Corporation expanded its geographic footprint into Western New York with the opening of a de novo branch office in Erie County, and established the “Canal Bank, a division of Chemung Canal Trust Company” brand in 2024, concurrent with the opening of a regional banking center in Erie County, located in Williamsville, New York.
The Corporation seeks to have a diversified loan portfolio consisting of commercial and industrial loans, commercial mortgages, residential mortgages, home equity lines of credit and home equity term loans, direct consumer loans, and indirect automobile loans. The Bank operates with a traditional community bank model where the relationship manager possesses credit skills and is significantly involved in the credit decisions.
The Corporation seeks to have a diversified loan portfolio consisting of commercial and industrial loans, commercial mortgages, residential mortgages, home equity lines of credit and home equity term loans, direct consumer loans, and indirect automobile loans. The Bank operates with a traditional community bank model where the relationship manager possesses credit skills and is significantly involved in credit decisions.
Credit risk for these types of loans is generally influenced by general economic conditions, the characteristics of individual borrowers, and the nature of the loan collateral. 7 The consumer loan segment includes home equity lines of credit and home equity loans, which exhibit many of the same risk characteristics as residential mortgages.
Credit risk for these types of loans is generally influenced by general economic conditions, the characteristics of individual borrowers, and the nature of the collateral. 7 The consumer loan segment includes home equity lines of credit and home equity loans, which exhibit many of the same risk characteristics as residential mortgages.
The remaining New York counties have a combination of service, small manufacturing and tourism-related businesses, with colleges located in Broome, Chemung, and Cortland counties. Bradford County's largest employers are a combination of service and small manufacturing businesses, along with the natural gas industry. During 2021, the Corporation entered a new market in the Buffalo Metropolitan Area.
The remaining New York counties have a combination of service, small manufacturing and tourism-related businesses, with colleges located in Broome, Chemung, and Cortland counties. Bradford County's largest employers are a combination of service and small manufacturing businesses, along with the natural gas industry. During 2021, the Corporation entered the Buffalo Metropolitan Area market.
The Bank also is a member bank of the FRB and, therefore, the FRBNY serves as its primary federal regulator. The FDIC insures the Bank’s deposit accounts up to applicable limits.
The Bank is also a member bank of the FRB and, therefore, the FRBNY serves as its primary federal regulator. The FDIC insures the Bank’s deposit accounts up to applicable limits.
On October 29, 2019, the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporations (collectively, the "Federal Agencies") adopted a final rule (the "Final Rule") to simplify the regulatory capital requirements for eligible community banks and holding companies that opt into the Community Bank Leverage Ratio ("CBLR") framework, as required by Section 201 of the Economic Growth, Relief and Consumer Protection Act of 2018.
On October 29, 2019, the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporations (collectively, the " Agencies") adopted a final rule (the "Final Rule") to simplify the regulatory capital requirements for eligible community banks and holding companies that opt into the Community Bank Leverage Ratio ("CBLR") framework, as required by Section 201 of the Economic Growth, Relief, and Consumer Protection Act of 2018.
They include: (i) disclosure of total compensation of key officers of the Corporation, including disclosure of restricted and unrestricted stock awards compensation; (ii) disclosure regarding any potential conflict of interest of any compensation consultants of the Corporation; (iii) disclosure regarding audit and compensation committee independence and experience, qualifications, skills and diversity of its directors and any director nominees; (iv) “say-on-pay” disclosure; (v) pay vs. performance disclosure; and (vi) information relating to the leadership structure of the Corporation’s Board of Directors and the Board of Directors' role in the risk management process.
They include: (i) disclosure of total compensation of key officers of the Corporation, including disclosure of restricted and unrestricted stock awards compensation; (ii) disclosure regarding any potential conflict of interest of any compensation consultants of the Corporation; (iii) disclosure regarding audit and compensation committee independence and experience, qualifications, and skills of its directors and any director nominees; (iv) “say-on-pay” disclosure; (v) pay vs. performance disclosure; and (vi) information relating to the leadership structure of the Corporation’s Board of Directors and the Board of Directors' role in the risk management process.
Commercial mortgage loans generally have larger balances and involve a greater degree of risk than residential mortgage loans, and they, therefore, pose higher potential losses on an individual customer basis. Loan repayment is often dependent on the successful operation and management of the properties and/or the businesses occupying the properties, as well as on the collateral securing the loan.
Commercial mortgage loans generally have larger balances and involve a greater degree of risk than residential mortgage loans, and they, therefore, pose higher potential losses on an individual basis. Loan repayment is often dependent on the successful operation and management of the properties and/or the businesses occupying the properties, as well as on the collateral securing the loan.
Under the CBLR framework, a qualifying community banking organization would satisfy the regulatory capital requirements by 15 calculating and reporting a single leverage ratio, i.e., the CBLR, which would require significantly less data than needed to calculate the capital ratios, under the Basel III capital framework and eliminate the time consuming need to risk-weight assets.
Under the CBLR framework, a qualifying community banking organization would satisfy the regulatory capital requirements by calculating and reporting a single leverage ratio, i.e., the CBLR, which would require significantly less data than needed to calculate the capital ratios, under the Basel III capital framework and eliminate the time consuming need to risk-weight assets.
The FRB also possesses authority to bring enforcement actions against bank holding companies, their nonbanking subsidiaries and their “institution-affiliated parties.” 16 Federal Home Loan Bank The Bank is a member of the FHLBNY, which provides a central credit facility primarily for member institutions for home mortgage and neighborhood lending.
The FRB also possesses authority to bring enforcement actions against bank holding companies, their nonbanking subsidiaries and their “institution-affiliated parties.” Federal Home Loan Bank The Bank is a member of the FHLBNY, which provides a central credit facility primarily for member institutions for home mortgage and neighborhood lending.
Further, the collateral securing the loans may depreciate over time, may be difficult to appraise, and may fluctuate in value. The credit risk related to commercial loans is largely influenced by general economic conditions and the resulting impact on a borrower’s operations or on the value of underlying collateral, if any.
Further, the collateral securing the loans may depreciate over time, may be difficult to appraise, and may fluctuate in value. The credit risk related to commercial and industrial loans is largely influenced by general economic conditions and the resulting impact on a borrower’s operations or on the value of underlying collateral, if any.
The standards also must be consistent with accompanying FRB guidelines, which include loan-to-value ratios for the different types of real estate loans. Transactions with Related Parties The Federal Reserve Act governs transactions between the Bank and its affiliates, specifically the Corporation, and CFS.
The standards also must be consistent with accompanying FRB guidelines, which include loan-to-value ratios for the different types of real estate loans. 13 Transactions with Related Parties The Federal Reserve Act governs transactions between the Bank and its affiliates, specifically the Corporation, and CFS.
These regulatory policies could affect the ability of the Corporation to pay dividends, repurchase its stock, or otherwise engage in capital distributions. The Bank General The Bank is a commercial bank chartered under the laws of New York State and is supervised by the NYSDFS.
These regulatory policies could affect the ability of the Corporation to pay dividends, repurchase its stock, or otherwise engage in capital distributions. 12 The Bank General The Bank is a commercial bank chartered under the laws of New York State and is supervised by the NYSDFS.
If this election is made, the qualifying community banking organization would be considered to have satisfied the Federal Agencies' generally applicable risk-weighted and leverage capital requirements (the "Basel III capital framework") and would be considered to be well-capitalized under the Federal Agencies' prompt corrective action ("PCA") rules.
If this election is made, the qualifying community banking organization would be considered to have satisfied the Agencies' generally applicable risk-weighted and leverage capital requirements (the "Basel III capital framework") and would be considered to be well capitalized under the Agencies' prompt corrective action ("PCA") rules.
Management of the Bank does not know of any practice, condition, or violation that may lead to termination of the Bank’s deposit insurance. 14 Regulatory Capital Requirements Federal regulations require banks to meet certain minimum capital standards.
Management of the Bank does not know of any practice, condition, or violation that may lead to termination of the Bank’s deposit insurance. Regulatory Capital Requirements Federal regulations require banks to meet certain minimum capital standards.
The FRB must consider the Bank’s effectiveness in combating money laundering when ruling on merger and other applications. 17 CFS CFS is subject to supervision by other regulatory authorities as determined by the activities in which it is engaged.
The FRB must consider the Bank’s effectiveness in combating money laundering when ruling on merger and other applications. CFS CFS is subject to supervision by other regulatory authorities as determined by the activities in which it is engaged.
Other than as described above, there were no material changes in the manner of doing business by the Corporation or its subsidiaries during the fiscal year ended December 31, 2024. 6 Lendin g Activities Lending Strategy The Corporation’s objective is to channel deposits gathered locally into high-quality, market-yielding loans without taking unacceptable credit and/or interest rate risk.
Other than as described above, there were no material changes in the manner of doing business by the Corporation or its subsidiaries during the fiscal year ended December 31, 2025. 6 Lendin g Activities Lending Strategy The Corporation’s objective is to channel deposits gathered locally into high-quality, market-yielding loans without taking unacceptable credit and/or interest rate risk.
After New York City, this region is the second largest population center in New York State. Erie County has a diverse mix of industrial, light manufacturing, high technology and service-oriented private sector companies. The region also has reliance on higher education with the University at Buffalo, Buffalo State University, as well as several private colleges.
After New York City, this region is the second largest population center in New York State. Erie County has a diverse mix of industrial, light manufacturing, high technology and service-oriented private sector companies. The region also has reliance on higher education with the University at Buffalo, Buffalo State University, and several private colleges.
The swap agreements are free-standing derivatives and are recorded at fair value in the Bank's Consolidated Balance Sheets. The Bank offers fixed-rate and adjustable-rate residential mortgage loans to individuals with maturities of up to 30 years that are fully amortizing with monthly loan payments.
The swap agreements are free-standing derivatives and are recorded at fair value in the Corporation's Consolidated Balance Sheets. The Bank offers fixed-rate and adjustable-rate residential mortgage loans to individuals with maturities of up to 30 years that are fully amortizing with monthly loan payments.
A notification incident is a “computer-security incident” that has materially disrupted or degraded, or is reasonably likely to materially disrupt or degrade, the banking organization’s ability to deliver services to a material portion of its customer base, jeopardize the viability of key operations of the banking organization, or impact the stability of the financial sector.
A notification incident is a “computer-security incident” that has materially disrupted or degraded, or is reasonably likely to materially disrupt or degrade, the banking organization’s ability to deliver services to a material portion of its customer base, jeopardize the viability of key operations of the banking organization, or affect the stability of the financial sector.
Major partners in the initiative include Applied Materials, Micron, IBM, and Tokyo Electron, and the facility aims to compliment the existing semiconductor supply chain presence of companies such as ASML and GlobalFoundries, as well as enhance the research capabilities of local universities such as Rensselaer Polytechnic Institute and SUNY Polytechnic.
Major partners in the initiative include Applied Materials, Micron, IBM, and Tokyo Electron, and the facility aims to complement the existing semiconductor supply chain presence of companies such as ASML and GlobalFoundries, as well as enhance the research capabilities of local universities such as Rensselaer Polytechnic Institute and SUNY Polytechnic.
The Bank 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 Bank has a policy for managing its derivative financial instruments, and the policy and program activity are overseen by the ALCO.
The Bank is exposed to its share of the credit loss equal to the fair value of the lead bank's interest rate swap in the event of nonperformance by the counterparty of the lead bank's interest rate swap. The Bank has a policy for managing its derivative financial instruments, and the policy and program activity are overseen by the ALCO.
Health and Safety The health, safety and well-being of our employees is paramount to the success of our business. In addition to our insurance offerings and leave programs, we offer an employee assistance program, along with welfare programs, fitness reimbursement, and an on-site flu-shot clinic.
Health and Safety The health, safety and well-being of our employees is paramount to the success of our business. In addition to our insurance offerings and leave programs, we offer an employee assistance program, along with welfare programs, fitness reimbursements, and an on-site flu-shot clinic.
These swaps allow the Bank to originate a mortgage based on short-term SOFR rates and allow the borrower to swap into a longer term fixed rate. The Bank enters into mirroring swaps with a Domestic Systemically Important Bank (D-SIBs) to manage it's interest rate risk.
These swaps allow the Bank to originate a mortgage based on short-term SOFR rates and allow the borrower to swap into a longer term fixed rate. The Bank enters into mirroring swaps with a Domestic Systemically Important Bank (D-SIBs) to manage its interest rate risk.
Our Executive Management Team had an average tenure of 12.5 years with the Corporation. We believe having a workforce that reflects the unique communities in which we operate is crucial for our ongoing success.
Our Executive Management Team had an average tenure of 11.5 years with the Corporation. We believe having a workforce that reflects the unique communities in which we operate is crucial for our ongoing success.
Under the Interstate MOU, the activities of branches the Bank established in Pennsylvania would be governed by New York state law to the same extent that the Federal law governs the activities of the branch of an out-of-state national bank in such host states.
Under the Interstate MOU, the activities of branches the Bank operates in Pennsylvania would be governed by New York state law to the same extent that the Federal law governs the activities of the branch of an out-of-state national bank in such host states.
In the current environment, the Corporation supplemented this strategy with certificate of deposit campaigns. A checking account is the driver of a banking relationship and consumers consider the bank where they have their checking account as their primary bank. These customers will typically turn to their primary bank first when in need of other financial services.
A checking account is the driver of a banking relationship and consumers consider the bank where they have their checking account as their primary bank. These customers will typically turn to their primary bank first when in need of other financial services. In the current environment, the Corporation supplements this strategy with targeted certificate of deposit campaigns.
As of December 31, 2024, the Bank did not have any loans or agreements to extend credit to a single or related group of borrowers in excess of its legal lending limit.
As of December 31, 2025, the Bank did not have any loans or agreements to extend credit to a single or related group of borrowers in excess of its legal lending limit.
The Corporation also considers brokered deposits to be an element of its deposit strategy and anticipates that it will continue the use of brokered deposits as a secondary source of funding to support growth. Borrowings may be used on a short-term basis for liquidity purposes or on a long-term basis to fund asset growth.
The Corporation also considers brokered deposits to be an element of its deposit strategy and anticipates that it may continue using brokered deposits as a secondary source of funding to support growth. Borrowings may be used on a short-term basis for liquidity purposes or on a long-term basis to fund asset growth.
The Bank is subject to the rules and requirements of the FHLBNY, including the requirement for the Bank to acquire and hold shares of capital stock in the FHLBNY. The Bank was in compliance with the rules and requirements of the FHLBNY as of December 31, 2024.
The Bank is subject to the rules and requirements of the FHLBNY, including the requirement for the Bank to acquire and hold shares of capital stock in the FHLBNY. The Bank was in compliance with the rules and requirements of the FHLBNY as of December 31, 2025.
Total Rewards We offer a competitive total rewards package for all employees, including competitive base pay, incentive plans for all employees, a 401(k) match, a non-discretionary company 401(k) contribution, health, dental, and vision insurance, life insurance, company contributions to a health savings account, paid time off, family leave, flexible work schedules, tuition reimbursement, and the opportunity to volunteer in the community during work hours.
Total Rewards We offer a competitive total rewards package for all employees, including competitive base pay, incentive plans for all employees, a 401(k) match, a non-discretionary company 401(k) contribution, health, dental, and vision insurance, life insurance, company contributions to a health savings account, paid time off, family leave, flexible work schedules, tuition reimbursement and student loan repayment assistance, and the opportunity to volunteer in the community during work hours.
We offer an inclusive, safe and healthy work environment, maintain the highest standards of business ethics and provide opportunities for career development and advancement, along with a competitive benefits package. Employee Profile As of December 31, 2024 we employed 343 full-time equivalent employees in 30 locations in New York and Pennsylvania.
We offer an inclusive, safe and healthy work environment, maintain the highest standards of business ethics and provide opportunities for career development and advancement, along with a competitive benefits package. Employee Profile As of December 31, 2025 we employed 348 full-time equivalent employees in 30 locations in New York and Pennsylvania.
The Corporation’s Board of Directors has concluded that expansion of the franchise’s geographic footprint, an increase in the Bank’s interest-earning assets, and the generation of new sources of non-interest income are important components of its strategic plan.
The Corporation’s Board of Directors has concluded that expansion of the franchise’s geographic footprint, an increase in the Bank’s interest-earning assets and deposits, as well as the generation of new sources of non-interest income are important components of its strategic plan.
None of our employees are represented by any collective bargaining unit or is a party to a collective bargaining agreement. We believe our relationship with our employees to be good. As of December 31, 2024 our workforce was 71% female and 29% male, and our average tenure was 8.0 years.
None of our employees are represented by any collective bargaining unit or is a party to a collective bargaining agreement. We believe our relationship with our employees to be good. As of December 31, 2025, our workforce was 71% female and 29% male, and our average tenure was 7.8 years.
The Bank utilizes its investment portfolio as the main source of collateral for its municipal depositors, allowing for excess liquidity to fund loans. 8 Derivative Financial Instruments The Bank offers interest rate swaps to commercial loan customers who wish to fix the interest rates on their loans, and the Bank matches these swaps using offsetting swaps with Domestic Systemically Important Banks (D-SIBs).
The Bank also utilizes its investment portfolio as the main source of collateral for its municipal depositors. 8 Derivative Financial Instruments The Bank offers interest rate swaps to commercial loan customers who wish to fix the interest rates on their loans, and the Bank matches these swaps using offsetting swaps with Domestic Systemically Important Banks (D-SIBs).
As of December 31, 2024, the Bank exceeded all regulatory capital ratios necessary to be considered well capitalized.
As of December 31, 2025, the Bank exceeded all regulatory capital ratios necessary to be considered well capitalized.
As of December 31, 2024, assessment rates for institutions of the Bank’s size ranged from 3.5 to 32 basis points. The FDIC may also issue special assessments.
As of December 31, 2025, assessment rates for institutions of the Bank’s size ranged from 2.5 to 32 basis points. The FDIC may also issue special assessments.
Wealth Mana g ement Strate g y With $2.212 billion of assets under management or administration as of December 31, 2024, including $301.9 million of assets held under management or administration for the Corporation, WMG is responsible for the largest component of the Corporation's non-interest income.
Wealth Mana g ement Strate g y With $2.338 billion of assets under management or administration as of December 31, 2025, including $301.8 million of assets held under management or administration for the Corporation, WMG is responsible for the largest component of the Corporation's non-interest income.
This creates value since clients and prospects know they are dealing with a decision maker. Lending Authority The Board of Directors establishes the lending policies, underwriting standards, and loan approval limits of the Bank. In accordance with those policies, the Board of Directors has designated certain officers to consider and approve loans within their designated authority.
This creates value as clients and prospects know they are working directly with decision makers. Lending Authority The Board of Directors establishes the lending policies, underwriting standards, and loan approval limits of the Bank. In accordance with those policies, the Board of Directors has designated certain officers to consider and approve loans within their designated authority.
The Capital region of New York has become a hub for both private and public investment in semiconductor-related activity, recently highlighted by the announcement of a $10 billion partnership to establish the only publicly-owned EUV lithography research facility in North America.
The Capital region of New York has become a hub for both private and public investment in semiconductor-related activity, highlighted by the announcement of a $10 billion partnership to establish the only publicly-owned EUV lithography research facility in North America, which is anticipated to be completed by the end of 2026.
As of December 31, 2024, approximately $62.2 million was available for the payment of dividends by the Bank to the Corporation without prior approval. The Bank's ability to pay dividends also is subject to the Bank being in compliance with regulatory capital requirements.
As of December 31, 2025, approximately $51.0 million was available for the payment of dividends by the Bank to the Corporation without prior approval. The Bank's ability to pay dividends also is subject to the Bank being in compliance with regulatory capital requirements. As of December 31, 2025, the Bank was in compliance with these requirements.
As of December 31, 2024, the Bank’s legal lending limit on loans to one borrower was $41.2 million for loans not fully secured by readily marketable collateral and $45.3 million for loans secured by readily marketable collateral. The Bank’s internal limit on loans is set at $15.0 million.
As of December 31, 2025, the Bank’s legal lending limit on loans to one borrower was $48.5 million for loans not fully secured by readily marketable collateral and $53.4 million for loans secured by readily marketable collateral. The Bank’s internal limit on loans is set at $15.0 million.
The FRB has adopted prompt corrective action regulations to carry out this statutory mandate. The FRB’s regulations authorize, and in some situations, require, the FRB to take certain supervisory actions against undercapitalized state member banks, including the imposition of restrictions on asset growth and other forms of expansion.
The FRB’s regulations authorize, and in some situations, require, the FRB to take certain supervisory actions against undercapitalized state member banks, including the imposition of restrictions on asset growth and other forms of expansion.
As of December 31, 2024, the Bank was in compliance with these requirements. 13 Standards for Safety and Soundness The FRB has adopted guidelines prescribing safety and soundness standards. These guidelines establish general standards relating to capital adequacy, asset quality, management, earnings performance, liquidity levels and funds management practices, sensitivity to market risk, and overall risk management practices.
Standards for Safety and Soundness The FRB has adopted guidelines prescribing safety and soundness standards. These guidelines establish general standards relating to capital adequacy, asset quality, management, earnings performance, liquidity levels and funds management practices, sensitivity to market risk, and overall risk management practices.
Accordingly, the Corporation is expected to commit resources to support its banking subsidiaries, including at times when it may not be advantageous for the Corporation to do so. 12 Capital Distributions A bank holding company is generally required to give the FRB prior written notice of any purchase or redemption of then outstanding equity securities if the gross consideration for the purchase or redemption, when combined with the net consideration paid for all such purchases or redemptions during the preceding 12 months, is equal to 10% or more of the company’s consolidated net worth.
Capital Distributions A bank holding company is generally required to give the FRB prior written notice of any purchase or redemption of then outstanding equity securities if the gross consideration for the purchase or redemption, when combined with the net consideration paid for all such purchases or redemptions during the preceding 12 months, is equal to 10% or more of the company’s consolidated net worth.
Additional Important Le g islation and Re g ulation The Regulatory Relief Act On May 24, 2018, the Regulatory Relief Act was enacted, which repeals or modifies certain provisions of the Dodd-Frank Act and eases regulations on all but the largest banks.
Insurance activities are supervised by the NYSDFS and Pennsylvania Insurance Department, and brokerage activities are subject to supervision by the SEC and FINRA. 17 Additional Important Le g islation and Re g ulation The Regulatory Relief Act On May 24, 2018, the Regulatory Relief Act was enacted, which repeals or modifies certain provisions of the Dodd-Frank Act and eases regulations on all but the largest banks.
Overall, the Bank's legacy market, consisting of the counties operating under the Chemung Canal Trust Company brand as described in the preceding paragraph, comprised 13.0% of the market's $14.7 billion in total deposits. The Bank's Capital Bank division and newly-established Canal Bank divisions comprised 1.97% and 0.01% of their respective markets total deposits of $26.3 billion and $58.0 billion.
Overall, the Bank's legacy market, consisting of the counties operating under the Chemung Canal Trust Company brand as described in the preceding paragraph, comprised 13.2% of the market's $14.8 billion in total deposits. The Bank's Capital Bank and Canal Bank divisions comprised 1.81% and 0.06% of their respective markets' total deposits of $26.9 billion and $57.5 billion.
The Bank believes it is competitive in the types of accounts and interest rates it has offered on its deposit products. The Bank regularly evaluates the internal cost of funds, surveys rates offered by competitors, reviews cash flow requirements for lending and liquidity, and executes rate changes when necessary as part of its asset/liability management, profitability and growth strategies.
The Bank regularly evaluates the internal cost of funds, surveys rates offered by competitors, reviews cash flow requirements for lending and liquidity, and executes rate changes when necessary as part of its asset and liability management, profitability and growth strategies. The flow of deposits is influenced significantly by general and regional economic conditions, changes in prevailing interest rates, and competition.
The prompt corrective action regulations place state member banks in one of the following five categories based on the bank’s capital: • well-capitalized (at least 5% leverage capital, 6.5% common equity Tier 1 risk-based capital, 8% Tier 1 risk-based capital and 10% total risk-based capital); • adequately capitalized (at least 4% leverage capital, 4.5% common equity Tier 1 risk-based capital, 6% Tier 1 risk-based capital and 8% total risk-based capital); • undercapitalized (less than 4% leverage capital, 4.5% common equity Tier 1 risk-based capital, 6% Tier 1 risk-based capital or 8% total risk-based capital); • significantly undercapitalized (less than 3% leverage capital, 3% common equity Tier 1 risk-based capital, 4% Tier 1 risk-based capital or 6% total risk-based capital); and • critically undercapitalized (less than 2% tangible capital).
The prompt corrective action regulations place state member banks in one of the following five categories based on the bank’s capital: • well capitalized (at least 5% leverage capital, 6.5% common equity Tier 1 risk-based capital, 8% Tier 1 risk-based capital and 10% total risk-based capital); • adequately capitalized (at least 4% leverage capital, 4.5% common equity Tier 1 risk-based capital, 6% Tier 1 risk-based capital and 8% total risk-based capital); • undercapitalized (less than 4% leverage capital, 4.5% common equity Tier 1 risk-based capital, 6% Tier 1 risk-based capital or 8% total risk-based capital); • significantly undercapitalized (less than 3% leverage capital, 3% common equity Tier 1 risk-based capital, 4% Tier 1 risk-based capital or 6% total risk-based capital); and • critically undercapitalized (less than 2% tangible capital). 15 As an institution’s capital decreases within the three undercapitalized categories listed above, the severity of the action that is authorized or required to be taken by the FRB for state member banks under the prompt corrective action regulations increases.
According to the FDIC's annual Summary of Deposits – Market Share Report as of June 30, 2024, the Bank held a majority of market deposits in Chemung County, where it is headquartered, with 61.22% of total market deposits, which included the Bank’s $69.5 million in brokered deposits.
According to the FDIC's annual Summary of Deposits – Market Share Report as of June 30, 2025, the Bank held a majority of market deposits in Chemung County, where it is headquartered, with 64.56% of total market deposits.
As a result of these transactions and organic growth, the Corporation had $2.776 billion in consolidated assets, $2.071 billion in loans, $2.397 billion in deposits, and $215.3 million in shareholders’ equity as of December 31, 2024.
As a result of these transactions and organic growth, the Corporation had $2.710 billion in consolidated assets, $2.270 billion in loans, $2.271 billion in deposits, and $254.7 million in shareholders’ equity as of December 31, 2025.
In assessing an institution’s capital adequacy, the federal regulators, including the FRB with respect to a state member bank such as the Bank, take into consideration not only these numeric factors but also qualitative factors as well and has the authority to establish higher capital requirements for individual institutions where necessary.
In assessing an institution’s capital adequacy, the federal regulators, including the FRB with respect to a state member bank such as the Bank, take into consideration not only these numeric factors but also qualitative factors as well and has the authority to establish higher capital requirements for individual institutions where necessary. 14 In determining the amount of risk-weighted assets, all assets, including certain off-balance sheet assets, are multiplied by a risk-weight factor assigned by federal regulations based on the risks believed inherent in the type of asset.
Fair Lending and Consumer Protection Laws The Bank must also comply with the federal Equal Credit Opportunity Act and the New York Executive Law 296-a, which prohibit creditors from discrimination in their lending practices on bases specified in these statutes.
The Bank received a “satisfactory” rating for CRA on its last performance evaluations which were conducted by the NYSDFS as of March 31, 2023, and the FRB as of September 25, 2023. 16 Fair Lending and Consumer Protection Laws The Bank must also comply with the federal Equal Credit Opportunity Act and the New York Executive Law 296-a, which prohibit creditors from discrimination in their lending practices on bases specified in these statutes.
Many of these competitors are not subject to regulation as extensive as that affecting the Bank and, as a result, may have a competitive advantage over the Bank in certain respects. This is particularly true of credit unions because their pricing structure is not encumbered by the payment of income taxes and not subject to certain regulations such as CRA.
This is particularly true of credit unions because their pricing structure is not encumbered by the payment of income taxes and are not subject to certain regulations such as CRA.
Tier 2 capital is comprised of capital instruments and related surplus meeting specific requirements, and may include cumulative preferred stock, long-term perpetual preferred stock, mandatory convertible securities, subordinated debt and intermediate preferred stock.
Tier 2 capital is comprised of capital instruments and related surplus meeting specific requirements, and may include cumulative preferred stock, long-term perpetual preferred stock, mandatory convertible securities, subordinated debt and intermediate preferred stock. Also included in Tier 2 capital is the allowance for credit losses limited to a maximum of 1.25% of risk-weighted assets.
The Corporation established a financial services subsidiary, CFS, in September 2001 which offers non-banking financial services such as mutual funds, annuities, brokerage services, insurance and tax preparation services. CRM, a wholly-owned subsidiary of the Corporation, was formed and began operations on May 31, 2016 as a Nevada-based captive insurance company.
The Corporation established a financial services subsidiary, CFS, in September 2001 which offers non-banking financial services such as mutual funds, annuities, brokerage services, insurance, and tax preparation services.
Investment decisions are made in accordance with the Bank's investment policy and include consideration of risk, return, duration, and portfolio concentrations.
The Bank only invests in high-quality investment-grade securities such as mortgage-backed securities and obligations of states and political subdivisions. Investment decisions are made in accordance with the Bank's investment policy and include consideration of risk, return, duration, and portfolio concentrations.
The amendments generally fall within the following five categories: (i) increased mandatory controls associated with common attack vectors, (ii) enhanced requirements for privileged accounts, (iii) enhanced notification obligations, (iv) expansion of cyber governance practices, and (v) additional cybersecurity requirements for larger companies. 18 Banking organizations are required to notify their primary federal regulator as soon as possible and no later than 36 hours of determining that a “computer-security incident” that arises to the level of a “notification incident” has occurred.
The amendments generally fall within the following five categories: (i) increased mandatory controls associated with common attack vectors, (ii) enhanced requirements for privileged accounts, (iii) enhanced notification obligations, (iv) expansion of cyber governance practices, and (v) additional cybersecurity requirements for larger companies.
The Bank relies primarily on customer service, digital product offerings, long-standing relationships and other banking services, including loans and wealth management services, to attract and retain these deposits. However, market interest rates and rates offered by competing financial institutions affect the Bank’s ability to attract and retain deposits.
The Bank’s deposits are obtained predominantly from the areas in which its retail offices are located. The Bank relies primarily on customer service, digital product offerings, long-standing relationships and other banking services, including loans and wealth management services, to attract and retain these deposits.
Regeneron announced the purchase of a 1.1 million square foot site in Saratoga Springs, New York for its warehouse and production support activities with the potential for other operations. Tompkins County is dominated by the presence of Cornell University and Ithaca College. The world headquarters of Corning Incorporated, the region’s largest employer, is located in Steuben County.
Regeneron announced an investment of over $2 billion to establish a major new manufacturing facility in Saratoga Springs, New York, creating 1,000 new full-time jobs. Tompkins County is dominated by the presence of Cornell University and Ithaca College. The world headquarters of Corning Incorporated, the region’s largest employer, is located in Steuben County.
The securities portfolio also provides a medium for certain interest rate risk measures intended to maintain an appropriate balance between interest income from loans and total interest income. The Bank only invests in high-quality investment-grade securities such as mortgage-backed securities and obligations of states and political subdivisions.
Investment Activities The general objective of the Bank's investment portfolio is to provide liquidity when loan demand is high, and to absorb excess funds when demand is low. The securities portfolio also provides a medium for certain interest rate risk measures intended to maintain an appropriate balance between interest income from loans and total interest income.
The Corporation monitors the activity on these core deposits and, based on historical experience and pricing strategy, believes it will continue to retain a large portion of such accounts. The Bank is currently not limited with respect to the rates that it may offer on deposit products.
The Corporation considers core deposits, consisting of non interest-bearing and interest-bearing checking accounts, savings accounts, and insured money market deposits, to be a significant component of its deposits. The Corporation monitors the activity on these core deposits and, based on historical experience and pricing strategy, believes it will continue to retain a large portion of such accounts.
Contractual loan and securities payments are a relatively stable source of funds, while deposit inflows and outflows and loan prepayments are significantly influenced by general market interest rates and economic conditions. The Corporation considers core deposits, consisting of non interest-bearing and interest-bearing checking accounts, savings accounts, and insured money market deposits, to be a significant component of its deposits.
Contractual loan and securities payments are a relatively stable source of funds, while deposit inflows and outflows and loan prepayments are significantly influenced by general market interest rates and economic conditions. During the year ended December 31, 2025, the Corporation issued $45.0 million of ten-year subordinated notes as an additional source of funding.
The Final Rule took effect on January 1, 2020. As of December 31, 2024, the Bank has not elected to use the community bank leverage ratio. Prompt Corrective Action The FDIA requires the federal banking agencies to resolve the problems of insured banks at the least possible loss to the DIF.
Prompt Corrective Action The FDIA requires the federal banking agencies to resolve the problems of insured banks at the least possible loss to the DIF. The FRB has adopted prompt corrective action regulations to carry out this statutory mandate.
The Bank utilizes a combination of digital and traditional media, including print, television, and radio, when advertising its deposit and lending products. Investment Activities The general objective of the Bank's investment portfolio is to provide liquidity when loan demand is high, and to absorb excess funds when demand is low.
However, market interest rates and rates offered by competing financial institutions affect the Bank’s ability to attract and retain deposits. The Bank utilizes a combination of digital and traditional media, including print, television, and radio, when advertising its deposit and lending products.
In determining the amount of risk-weighted assets, all assets, including certain off-balance sheet assets, are multiplied by a risk-weight factor assigned by federal regulations based on the risks believed inherent in the type of asset. The capital requirements assign a higher risk weight to asset categories believed to present a great risk.
The capital requirements assign a higher risk weight to asset categories believed to present a great risk.
Removed
During the fourth quarter of 2023, CRM was dissolved by the Corporation effective December 6, 2023. The dissolution of CRM did not have a significant impact to financial results for the year ended December 31, 2023.
Added
The Bank is currently not limited with respect to the rates that it may offer on deposit products. The Bank believes it is competitive in the types of accounts and interest rates it offers on its deposit products.
Removed
The flow of deposits is influenced significantly by general economic conditions, changes in prevailing interest rates and competition. The Bank’s deposits are obtained predominantly from the areas in which its retail offices are located.
Added
Many of these competitors are not subject to regulation as extensive as that affecting the Bank and, as a result, may have a competitive advantage over the Bank in certain respects.
Removed
Nasdaq amended its proposed listing standards relating to clawbacks to provide that listed companies had until December 1, 2023 to adopt a compliant clawback policy. The Corporation met such requirement. Sarbanes-Oxley The Corporation is also subject to Sarbanes-Oxley.
Added
The Corporation has met such requirements. Sarbanes-Oxley The Corporation is also subject to Sarbanes-Oxley.
Removed
Also included in Tier 2 capital is the allowance for credit losses limited to a maximum of 1.25% of risk-weighted assets and, for institutions like the Bank that have exercised an opt-out election regarding the treatment of accumulated other comprehensive income (AOCI), up to 45% of net unrealized gains on available-for-sale equity securities with readily determinable fair market values.
Added
Accordingly, the Corporation is expected to commit resources to support its banking subsidiaries, including at times when it may not be advantageous for the Corporation to do so.
Removed
As an institution’s capital decreases within the three undercapitalized categories listed above, the severity of the action that is authorized or required to be taken by the FRB for state member banks under the prompt corrective action regulations increases.
Added
In November 2025, the federal banking agencies issued a proposed rule to lower the community bank leverage ratio to 8%. The proposed rule was not effective as of December 31, 2025. As of December 31, 2025, the Bank has not elected to use the community bank leverage ratio.
Removed
The Bank received a “satisfactory” rating for CRA on its last performance evaluations which were conducted by the NYSDFS as of March 31, 2023, and the FRB as of September 25, 2023. On October 24, 2023, the FRB issued a final rule to strengthen and modernize the federal CRA regulations.
Added
Banking organizations are required to notify their primary federal regulator as soon as possible and no later than 36 hours of determining that a “computer-security incident” that arises to the level of a “notification incident” has occurred.
Removed
Under the final rule, banks with assets of at least $2 billion as of December 31 in both of the prior two calendar years will be a “large bank.” The FRB will evaluate large banks under four performance tests: the Retail Lending Test, the Retail Services and Products Test, the Community Development Financing Test, and the Community Development Services Test.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIn addition, the spring 2023 failures of Silicon Valley Bank, Signature Bank, and First Republic Bank resulted in decreased confidence in banks among depositors and other investors. Accordingly, if we are unable to fully anticipate or manage these risks, we could incur losses, impacting our results of operations and financial condition.
Biggest changeAccordingly, if we are unable to fully anticipate or manage these risks, we could incur losses, impacting our results of operations and financial condition. 25 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.
Bank regulators periodically review the Corporation’s allowance for credit losses and may require the Corporation to increase its provision for credit losses or loan charge-offs. Any increase in the allowance for credit losses or loan charge-offs as required by these regulatory authorities could have a material adverse effect on the Corporation's results of operations and/or financial condition.
Bank regulators periodically review the Corporation’s allowance for credit losses and may require the Corporation to increase its provision for credit losses or loan charge-offs. Any increase in the allowance for credit losses or loan charge-offs as required by these regulatory authorities could have a material adverse effect on the Corporation's results of operations and financial condition.
As a bank, we are susceptible to fraudulent activity that may be committed against us or our clients, which may result in financial losses or increased costs to us or our clients, disclosure or misuse of our information or our client information, misappropriation of assets, privacy breaches against our clients, litigation or damage to our reputation.
As a bank, we are susceptible to fraudulent activity that may be committed against us or our clients, which may result in financial losses or increased costs to us or our clients, disclosure or misuse of our information or client information, misappropriation of assets, privacy breaches against our clients, litigation, or damage to our reputation.
The Corporation competes for deposits, loans and other financial services with a variety of banks, thrifts, credit unions and other financial institutions as well as other entities, which provide financial services. Some of the financial institutions and financial services organizations with which the Corporation competes with are not subject to the same degree of regulation as the Corporation.
The Corporation competes for deposits, loans and other financial services with a variety of banks, thrifts, credit unions, and other financial institutions, as well as other entities which provide financial services. Some of the financial institutions and financial services organizations with which the Corporation competes are not subject to the same degree of regulation as the Corporation.
The Corporation uses automated processing enhance operational efficiencies by decreasing the level of manual inputs required to perform routine processes. Automated processes are initially programmed by employees who predefine the rules and logic for each task. Any errors in initial programming may lead to rapid propagation of errors in the dependent automated processes.
The Corporation uses automated processing to enhance operational efficiencies by decreasing the level of manual inputs required to perform routine processes. Automated processes are initially programmed by employees who predefine the rules and logic for each task. Any errors in initial programming may lead to rapid propagation of errors in the dependent automated processes.
Although the Corporation has made investments related to automated processing, as described above, other emerging technologies, there can be no assurance that the Corporation will be able to effectively implement new technology-driven products and services, be successful in marketing such products and services to customers, or realize operational efficiencies from such efforts.
Although the Corporation has made investments related to automated processing, as described above, and other emerging technologies, there can be no assurance that the Corporation will be able to effectively implement new technology-driven products and services, be successful in marketing such products and services to customers, or realize operational efficiencies from such efforts.
Changes in occupancy trends resulting from shifts in macroeconomic conditions could adversely impact our commercial borrowers, particularly in relation to borrowers with substantial office or retail-specific exposures. 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.
Changes in occupancy trends resulting from shifts in macroeconomic conditions could adversely impact our commercial borrowers, particularly in relation to borrowers with substantial office or retail-specific exposures. 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.
Failure to successfully keep pace with technological change affecting the financial services industry could have a material adverse impact on the Corporation's business and, in turn, its financial condition and results of operations. 26 Systems failures or breaches of our network security could subject us to increased operating costs as well as litigation and other liabilities.
Failure to successfully keep pace with technological change affecting the financial services industry could have a material adverse impact on the Corporation's business and, in turn, its financial condition and results of operations. Systems failures or breaches of our network security could subject us to increased operating costs as well as litigation and other liabilities.
In addition, the Corporation may acquire banks and related businesses that it believes provide a strategic fit with its business. To the extent that the Corporation grows through acquisitions, it cannot provide assurance that such strategic decisions will be accretive to earnings. The risks presented by acquisitions could adversely affect the Corporation's financial condition and results of operations.
In addition, the Corporation may acquire banks and related businesses that it believes provide a strategic fit with its business. To the extent that the Corporation grows through acquisitions, it cannot provide assurance that such strategic decisions will be accretive to earnings. 23 The risks presented by acquisitions could adversely affect the Corporation's financial condition and results of operations.
Because of the uncertainty surrounding its judgments and the estimates pertaining to these matters, actual outcomes may be materially different from amounts previously estimated. For example, because of the inherent uncertainty of estimates, management cannot provide any assurance that the Bank will not significantly increase its allowance for credit losses if actual losses are more than the amount reserved.
Because of the uncertainty surrounding its judgments and the estimates pertaining to these matters, actual outcomes may be materially different from amounts previously estimated. For example, because of the inherent uncertainty of estimates, management cannot provide any assurance that the Bank will not significantly increase its allowance for credit losses if actual losses are more than the amount estimated.
These technological advances may diminish the importance of depository institutions and other financial intermediaries in the transfer of funds between parties. 23 Risks Related to Business Strategy The Corporation’s growth strategy may not prove to be successful and its market value and profitability may suffer. As part of the Corporation's strategy for continued growth, it may open additional branches.
These technological advances may diminish the importance of depository institutions and other financial intermediaries in the transfer of funds between parties. Risks Related to Business Strategy The Corporation’s growth strategy may not prove to be successful and its market value and profitability may suffer. As part of the Corporation's strategy for continued growth, it may open additional branches.
Insurance coverage may not be available for certain operational losses, or where available, such losses may exceed insurance limits. This risk of loss also includes the potential legal actions that could arise as a result of operational deficiencies or as a result of non-compliance with applicable regulatory standards or customer attrition due to potential negative publicity.
Insurance coverage may not be available for certain operational losses, or where available, such losses may exceed insurance limits. This risk of loss also includes potential legal actions that could arise as a result of operational deficiencies or as a result of non-compliance with applicable regulatory standards or customer attrition due to potential negative publicity.
Also, any sudden or prolonged market downturn in the U.S. or abroad, as a result of the above factors or otherwise could result in a decline in revenue and adversely affect our results of operations and financial condition, including capital and liquidity levels. 28 Inflation can have an adverse impact on our business and on our customers.
Also, any sudden or prolonged market downturn in the U.S. or abroad, as a result of the above factors or otherwise could result in a decline in revenue and adversely affect our results of operations and financial condition, including capital and liquidity levels. Inflation can have an adverse impact on our business and on our customers.
Loan participations may have a higher risk of loss than loans the Bank originates because we rely on the lead bank to monitor the performance of the loan. Moreover, our decisions regarding the classification of a loan participation and 20 credit loss provisions associated with a loan participation are made in part based upon information provided by the lead bank.
Loan participations may have a higher risk of loss than loans the Bank originates because we rely on the lead bank to monitor the performance of the loan. Moreover, our decisions regarding the classification of a loan participation and credit loss provisions associated with a loan participation are made in part based upon information provided by the lead bank.
Finally, depending on the type of incident, banking regulators can impose restrictions on our business and consumer laws may require reimbursement of customer losses. Operating systems and infrastructure, managed or supplied by third parties on whom we rely, could be interrupted, compromised, or otherwise breached.
Finally, depending on the type of incident, banking regulators can impose restrictions on our business and consumer laws may require reimbursement of customer losses. 26 Operating systems and infrastructure, managed or supplied by third parties on whom we rely, could be interrupted, compromised, or otherwise breached.
In some cases, the Corporation could be required to apply a new or revised standard retroactively, resulting in its restating prior period financial statements or otherwise adversely affecting its financial condition or results of operations. 27 The Corporation holds certain intangible assets that could be classified as impaired in the future.
In some cases, the Corporation could be required to apply a new or revised standard retroactively, resulting in its restating prior period financial statements or otherwise adversely affecting its financial condition or results of operations. The Corporation holds certain intangible assets that could be classified as impaired in the future.
If hazardous conditions or toxic substances are found on these properties, we may be liable for remediation costs, as well as for personal injury and property damage, civil fines and criminal penalties regardless of when the hazardous conditions or toxic substances first affected any particular property.
If hazardous conditions or toxic substances are found on these properties, we may be liable for remediation costs, as 20 well as for personal injury and property damage, civil fines and criminal penalties regardless of when the hazardous conditions or toxic substances first affected any particular property.
Many competitors have been in business for many years, have established customer bases, are larger, and have substantially higher lending limits. The financial services industry is also likely to become more competitive as further technological advances enable more companies to provide financial services.
Many competitors have been in business for many years, have established customer bases, are larger, and have substantially higher lending limits. The financial services industry is also likely to become more competitive as further technological advances enable additional companies to provide financial services.
In addition, any future credit deterioration, may require us to increase our allowance for credit losses in the future. The Corporation is subject to risks and losses resulting from fraudulent activities that could adversely impact its financial performance and results of operations.
In addition, any future credit deterioration may require us to increase our allowance for credit losses. 21 The Corporation is subject to risks and losses resulting from fraudulent activities that could adversely impact its financial performance and results of operations.
Such actions could have a material adverse effect on our business, financial condition, and results of operations. Non-compliance with the USA PATRIOT Act, Bank Secrecy Act, or other laws and regulations could result in fines or sanctions.
Such actions could have a material adverse effect on our business, financial condition, and results of operations. 24 Non-compliance with the USA PATRIOT Act, Bank Secrecy Act, or other laws and regulations could result in fines or sanctions.
These provisions could also discourage proxy contests and make it more difficult for shareholders to elect directors other than candidates nominated by the Board of Directors. ITEM 1B. UNRESOLVED STAFF COMMENTS None.
These provisions could also discourage proxy contests and make it more difficult for shareholders to elect directors other than candidates nominated by the Board of Directors. 29 ITEM 1B. UNRESOLVED STAFF COMMENTS None.
The Bank continues to pursue recovery of the remaining $3.7 million, interest, and accumulated expenses as a result of purchasing the participation interest. While the Corporation believes this incident was an isolated occurrence, there can be no assurance that such losses will not occur again or that such acts will be detected in a timely manner.
The Bank continues to pursue recovery of the remaining $3.7 million, interest, and accumulated expenses as a result of purchasing the participating interest. While the Corporation believes this incident was an isolated occurrence, there can be no assurance that such losses will not occur again or that such acts will be detected in a timely manner.
Management has identified certain accounting policies as being critical because they require management’s judgment to ascertain the valuations of assets, liabilities, commitments and contingencies. A variety of factors could affect the ultimate value that is obtained either when earning income, recognizing an expense, recovering an asset, valuing an asset or liability, or reducing a liability.
Management has identified certain accounting policies as being critical because they require management’s judgment to ascertain the valuation of assets, liabilities, commitments, and contingencies. A variety of factors could affect the ultimate value that is obtained either when earning income, recognizing an expense, recovering an asset, valuing an asset or liability, or reducing a liability.
If the Bank’s regulators were to impose restrictions on the amount of such loans it can hold in its portfolio or require it to implement additional compliance measures, for reasons noted above or otherwise, the Corporation’s earnings would be adversely affected as would earnings per share.
If the Bank’s regulators were to impose restrictions on the amount of such loans it can hold in its portfolio or require it to implement additional compliance measures, for reasons noted above or otherwise, the Corporation’s earnings could be adversely affected as could earnings per share.
Biased, inaccurate, or misleading outputs from artificial intelligence based solutions used by third parties may not be easily detectable by the Corporation, and may compromise our ability to rely on the products or services of contracted third parties.
Biased, inaccurate, or misleading output from artificial intelligence-based solutions used by third parties may not be easily detectable by the Corporation, and may compromise our ability to rely on the products or services of contracted third parties.
If the Bank’s underwriting of these participation loans is not sufficient, our non-performing loans may increase, negatively effecting our results of operations. We are subject to environmental liability risk associated with lending activities.
If the Bank’s underwriting of these participation loans is not sufficient, our non-performing loans may increase, negatively affecting our results of operations. We are subject to environmental liability risk associated with lending activities.
The Corporation's future success will depend, in part, on the ability to address the needs of customers by using technology to provide products and services that will satisfy customer demands for convenience, as well as to create additional efficiencies in operations. Many competitors may have substantially greater resources to invest in technological improvements, including those related to artificial intelligence.
The Corporation's future success will depend, in part, on the ability to address the needs of customers by using technology to provide products and services that will satisfy customer demands for convenience, as well as to create additional efficiencies in operations. Many competitors may have substantially greater resources to invest in emerging technologies, including those related to artificial intelligence.
The Corporation is a holding company and depends on its subsidiaries for dividends, distributions and other payments. The Corporation is a legal entity separate and distinct from the Bank and other subsidiaries. Its principal source of cash flow, including cash flow to pay dividends to its shareholders, is dividends from the Bank.
The Corporation is a holding company and depends on its subsidiaries for dividends, distributions, and other payments. The Corporation is a legal entity separate and distinct from the Bank and other subsidiaries. Its principal source of cash flow, including cash flow to pay dividends to its shareholders and service its subordinated debt, is dividends from the Bank.
If an impairment loss is recorded, it will have little or no impact on the tangible book value of the Corporation's common shares or its regulatory capital levels, but such an impairment loss could significantly restrict the Bank from paying a dividend to the Corporation. Financial counterparties expose the Corporation to risks.
If an impairment loss is recorded, it will have little or no impact on the tangible book value of the Corporation's common shares or its regulatory capital levels, but such an impairment loss could significantly restrict the Bank from paying a dividend to the Corporation.
Levels of inflation remain above the FRB long term target of 2.0%, which may result in the FOMC keeping the federal funds rate elevated. Tariffs, federal government trade policy and fiscal initiatives, and labor market pressures may continue to adversely impact inflation levels. Higher inflation, if sustained, could have an adverse effect on our business.
Levels of inflation remain above the FRB long-term target of approximately 2.0%, which may result in the FOMC holding the federal funds rate at an elevated level. Tariffs, federal government trade policy and fiscal initiatives, and labor market pressures may continue to adversely impact inflation levels. Higher inflation, if sustained, could have an adverse effect on our business.
Any financial liability or reputation damage could have a material adverse effect on the Corporation’s business, which, in turn, could have a material adverse effect on its financial condition and results of operations. General Business Risk Factors Severe weather and other natural disasters can affect the Corporation’s business.
Any financial liability or reputational damage could have a material adverse effect on the Corporation’s business, which, in turn, could have a material adverse effect on its financial condition and results of operations. General Business Risk Factors Severe weather, natural disasters, and other external conditions can affect the Corporation’s business.
The FOMC of the FRB, which sets the federal funds rate, has a preferred measure of inflation, the year over year change in personal consumption expenditures index (PCE), excluding food and energy, referred to as core PCE, which increased 2.8%.
The FOMC of the FRB, which sets the federal funds rate, has a preferred measure of inflation, the year over year change in personal consumption expenditures index (PCE), excluding food and energy, referred to as core PCE, which increased 3.0%.
The Bank is required by federal and state regulatory authorities to maintain adequate levels of capital to support its operations. The Corporation may at some point need to raise additional capital to support the Bank’s continued growth or be required by regulators to increase its capital resources.
The Bank is required by federal and state regulatory authorities to maintain adequate levels of capital to support its operations. The Corporation may need to raise additional capital to support the Bank’s continued growth or be required by regulators to increase its capital levels.
On June 24, 2021, the Bank and the New York State Department of Financial Services agreed to the settlement provisions set forth in a Consent Order pertaining to alleged violations of New York’s Fair Lending Law and the federal Equal Credit Opportunity Act relating to the Bank’s indirect automobile lending program.
On June 24, 2021, the Bank and the NYSDFS agreed to the settlement provisions set forth in a Consent Order pertaining to alleged violations of New York’s Fair Lending Law and the federal Equal Credit Opportunity Act relating to the Bank’s indirect automobile lending program.
If the Corporation cannot raise additional capital when needed, its ability to further expand the Bank’s operations and pursue its growth strategy could be materially impaired and its financial condition and liquidity could be materially and adversely affected.
If the Corporation cannot raise additional capital, or refinance or repay existing indebtedness, when needed, its ability to further expand the Bank’s operations and pursue its growth strategy could be materially impaired and its financial condition and liquidity could be materially and adversely affected.
The Corporation's portfolio of indirect automobile lending exposes it to increased credit risks. As of December 31, 2024, $178.1 million, or 8.5% of our total loan portfolio, consisted of automobile loans, primarily originated through automobile dealers for the purchase of new or used automobiles.
The Corporation's portfolio of indirect automobile lending exposes it to increased credit risks. As of December 31, 2025, $132.7 million, or 5.8% of our total loan portfolio, consisted of indirect automobile loans, primarily originated through automobile dealers for the purchase of new or used automobiles.
Such sources include advances from the Federal Home Loan Bank and the Federal Reserve, sales of investment securities and loans, and federal funds lines of credit from correspondent banks, as well as out-of-market time deposits which could cause the Corporation’s overall cost of funding to increase.
Such sources include advances from the FHLBNY and the FRBNY, sales of investment securities and loans, and federal funds lines of credit from correspondent banks, as well as out-of-market time deposits which could cause the Corporation’s overall cost of funding to increase.
The Corporation’s ability to raise additional capital, if needed, will depend on conditions in the capital markets at that time, which are outside of its control, and on its financial performance. Accordingly, the Corporation may not be able to raise additional capital, if needed, on terms acceptable to it.
The Corporation’s ability to raise additional capital, refinance existing indebtedness, or otherwise manage its capital structure, will depend on conditions in the capital markets at that time, which are outside of its control, and on its financial performance. Accordingly, the Corporation may not be able to raise additional capital, if needed, on terms acceptable to it.
A lead bank also may not monitor a participation loan in the same manner as we would for loans that the Bank originates. As of December 31, 2024, loan participation balances where the Bank is not the lead bank totaled $168.2 million, or 8.1% of our loan portfolio.
A lead bank also may not monitor a participation loan in the same manner as we would for loans that the Bank originates. As of December 31, 2025, loan participation balances where the Bank is not the lead bank totaled $195.8 million, or 8.6% of our loan portfolio.
As 22 of December 31, 2024, the Bank had $1.8 billion of deposit liabilities, representing 74.0% of total deposits, that had no maturity and, therefore, may be withdrawn by the depositor at any time without penalty.
As of December 31, 2025, the Bank had $1.8 billion of deposit liabilities, representing 79.6% of total deposits, that had no maturity and, therefore, may be withdrawn by the depositor at any time without penalty.
Non-owner occupied commercial real estate loans represented 399.4% of Bank risk-based capital as of December 31, 2024 and outstanding balances of non-owner occupied commercial real estate loans increased by 53.2% during the 36 months preceding December 31, 2024. In December 2015, the Agencies released a new statement on prudent risk management for commercial real estate lending (the “2015 Statement”).
Non-owner occupied commercial real estate loans represented 384.9% of Bank risk-based capital as of December 31, 2025 and outstanding balances of non-owner occupied commercial real estate loans increased by 37.1% during the 36 months preceding December 31, 2025. In December 2015, the Agencies released a new statement on prudent risk management for commercial real estate lending (the “2015 Statement”).
This methodology is dependent on the relationship between economic variables and historic default, and there is no guarantee that these factors will be similarly correlated in the future.
The Corporation's allowance for credit losses methodology is dependent on the relationship between economic variables and historic default, and there is no guarantee that these factors will be similarly correlated in the future.
In recent years, the FRB implemented significant monetary tightening policies, increasing the federal funds rate by 525 basis points during 2022 and 2023, resulting in the upper bound of the federal funds rate peaking at 5.50% as of the end of 2023. These increases also represented the fastest pace of tightening by the FRB since the 1970s.
In recent years, the FRB engaged in significant monetary policy tightening, increasing the federal funds rate by 525 basis points during 2022 and 2023, resulting in the upper bound of the federal funds rate to reaching 5.50% at the end of 2023. These increases represented the fastest pace of tightening by the FRB since the 1970s.
While the Corporation maintains adequate insurance against property and casualty losses arising from most natural disasters, and it has successfully overcome the challenges caused by past flooding in Central New York, there can be no assurance that it will be as successful if and when future disasters occur.
While the Corporation maintains adequate insurance against property and casualty losses arising from most natural disasters, and it has successfully overcome prior challenges, there can be no assurance that it will be as successful if and when future disasters occur.
The national economy continues to experience elevated levels of inflation. As of December 31, 2024, the year over year consumer price index (CPI) increase was 2.9%, primarily driven by housing and transportation costs.
The national economy continues to experience elevated levels of inflation. As of December 31, 2025, the year over year increase in the consumer price index (CPI) was 2.7%, primarily driven by housing and medical care costs.
The extent and timing of the new Administration’s policy changes and their impact on the policies of the FRB, as well as the Corporation’s business and financial results, are uncertain at this time.
The extent and timing of the Administration’s policy changes and their impact on the policies of the FRB, as well as on the Corporation’s business and financial results, remain uncertain.
As of December 31, 2024, commercial and industrial loan participations outside our market areas totaled $11.3 million, or 3.8% of the commercial and industrial loan portfolio, and commercial real estate loan participations outside our market areas totaled $2.1 million, or 0.2% of the commercial real estate portfolio.
As of December 31, 2025, commercial and industrial loan participations outside our market areas totaled $2.4 million, or 0.7% of the commercial and industrial loan portfolio, and commercial real estate loan participations outside our market areas totaled $3.0 million, or 0.2% of the commercial real estate portfolio.
In addition, our wealth management operations are dependent on a small number of established financial advisors, whose departure could result in the loss of a significant number of client accounts.
Also, additional or modified regulations may adversely affect our wealth management operations. In addition, our wealth management operations are dependent on a small number of established financial advisors, whose departure could result in the loss of a significant number of client accounts.
The ability of borrowers to repay loans can be adversely affected by a number of factors, including changes in economic conditions, adverse trends or events affecting business industry groups, reductions in real estate values or markets, business closings or lay-offs, inclement weather, which could be exacerbated by potential climate change, natural disasters and international instability.
The ability of borrowers to repay loans can be adversely affected by a number of factors, including changes in economic conditions, adverse trends or events affecting business industry groups, reductions in real estate values or markets, business closings or lay-offs, inclement weather, natural disasters, and international instability. Market conditions may impact the competitive landscape for deposits in the banking industry.
Commercial real estate and commercial and industrial loans increase the Corporation’s exposure to credit risks. As of December 31, 2024, the Corporation’s portfolio of commercial real estate and commercial and industrial loans totaled $1.517 billion or 73.2% of total loans.
Commercial real estate and commercial and industrial loans increase the Corporation’s exposure to credit risks. As of December 31, 2025, the Corporation’s portfolio of commercial real estate and commercial and industrial loans totaled $1.734 billion or 76.4% of total loans.
The deterioration of any of these conditions could adversely affect the Corporation's consumer and commercial businesses, its securities and derivatives portfolios, its level of charge-offs and provision for credit losses, the carrying value of the Corporation's deferred tax assets, its capital levels and liquidity, and the Corporation's results of operations. 19 A decline or prolonged weakness in business and economic conditions generally or specifically in the principal markets in which the Corporation does business could have one or more of the following adverse effects on the Corporation’s business: i. a decrease in the demand for loans and other products and services; ii. a decrease in the value of the Corporation’s loans or other assets secured by consumer or commercial real estate; iii. an impairment of certain of the Corporation’s intangible assets, such as goodwill; and iv. an increase in the number of borrowers and counter-parties who become delinquent, file for protection under bankruptcy laws or default on their loans or other obligations to the Corporation.
A decline or prolonged weakness in business and economic conditions generally or specifically in the principal markets in which the Corporation does business could have one or more of the following adverse effects on the Corporation’s business: i. a decrease in the demand for loans and other products and services; ii. a decrease in the value of the Corporation’s loans or other assets secured by consumer or commercial real estate; iii. an impairment of certain of the Corporation’s intangible assets, such as goodwill; and iv. an increase in the number of borrowers and counter-parties who become delinquent, file for protection under bankruptcy laws or default on their loans or other obligations to the Corporation.
Interest rates are highly sensitive to many factors that are beyond the Corporation's control, including general economic conditions and policies of governmental and regulatory agencies, particularly the FRB.
The Corporation’s earnings and cash flows depend largely upon its net interest income. Interest rates are highly sensitive to many factors that are beyond the Corporation's control, including general economic conditions and policies of governmental and regulatory agencies, particularly the FRB.
The Corporation faces substantial competition in all phases of its operations from a variety of different competitors. Future growth and success will depend on the ability to compete effectively in this highly competitive environment.
Risks Related to Competition Strong competition within the Corporation's industry and market areas could limit its growth and profitability. The Corporation faces substantial competition in all phases of its operations from a variety of competitors. Future growth and success will depend on the ability to compete effectively in this highly competitive environment.
The Corporation may be required to raise additional capital in the future, but that capital may not be available when it is needed, or it may only be available on unacceptable terms, which could adversely affect its financial condition and results of operations.
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.
Additionally, deposit levels may be affected by a number of factors, including rates paid by competitors, general interest rate levels, regulatory capital requirements, returns available to customers on alternative investments, and general economic conditions.
The elevated interest rate environment and future actions of the FRB may impact pricing and demand for deposits in the banking industry. Additionally, deposit levels may be affected by a number of factors, including rates paid by competitors, general interest rate levels, regulatory capital requirements, returns available to customers on alternative investments, and general economic conditions.
Our risk management framework may not be effective in mitigating risk and reducing the potential for significant losses. Our risk management framework is designed to minimize risk and loss to us. We seek to identify, measure, monitor, report and control our exposure to risk, including strategic, market, liquidity, compliance and operational risks.
Our risk management framework is designed to minimize risk and loss to us. We seek to identify, measure, monitor, report and control our exposure to risk, including strategic, market, liquidity, compliance and operational risks.
In 2021, the Corporation entered the Buffalo Metropolitan Area, opening a then full service branch in Clarence, New York. In 2024, the Corporation opened a full-service branch and regional banking center in Williamsville, New York and converted its Clarence branch into administrative offices. The Corporation anticipates it will open additional branches in Western New York.
In 2021, the Corporation entered the Buffalo Metropolitan Area, opening a then full service branch in Clarence, New York. In 2024, the Corporation opened a full-service branch and regional banking center in Williamsville, New York and converted its Clarence branch into an administrative office, which was closed in 2025.
In establishing a provision for income tax expense, the Corporation must make judgments and interpretations about the application of these inherently complex tax laws to its business activities, as well as the timing of when certain items may affect taxable income. 25 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.
In establishing a provision for income tax expense, the Corporation must make judgments and interpretations about the application of these inherently complex tax laws to its business activities, as well as the timing of when certain items may affect taxable income.
Further, competition in the Corporation’s industry may intensify as a result of consolidation of financial services companies in response to adverse market conditions and the Corporation may face increased regulatory scrutiny, which may increase its costs and limit its ability to pursue business opportunities.
Further, competition in the Corporation’s industry may intensify as a result of consolidation of financial services companies in response to adverse market conditions and the Corporation may face increased regulatory scrutiny, which may increase its costs and limit its ability to pursue business opportunities. 19 Imposition of limits by bank regulators on commercial real estate lending activities could curtail the Corporation’s growth and adversely affect our earnings.
While we use a broad and diversified set of risk monitoring and mitigation techniques, these techniques are inherently limited because they cannot anticipate the existence or future development of currently unanticipated or unknown risks. Recent economic conditions and heightened legislative and regulatory scrutiny of the financial services industry, among other developments, have increased our level of risk.
While we use a broad and diversified set of risk monitoring and mitigation techniques, these techniques are inherently limited because they cannot anticipate the existence or future development of currently unanticipated or unknown risks. Generally, legislative and regulatory scrutiny over the financial services industry has been substantial, and such scrutiny is expected to remain, which increases our level of risk.
Imposition of limits by bank regulators on commercial real estate lending activities could curtail the Corporation’s growth and adversely affect our earnings. In 2006, the Office of the Comptroller of the Currency, the FDIC, and the FRB (collectively, the “Agencies”) issued joint guidance entitled “Concentrations in Commercial Real Estate Lending, Sound Risk Management Practices” (the “CRE Guidance”).
In 2006, the Office of the Comptroller of the Currency, the FDIC, and the FRB (collectively, the “Agencies”) issued joint guidance entitled “Concentrations in Commercial Real Estate Lending, Sound Risk Management Practices” (the “CRE Guidance”).
A key component of employee retention is providing a fair compensation base combined with the opportunity for additional compensation for above average performance. In this regard, the Corporation uses a stock-based compensation program that aligns the interest of the Corporation's executives and senior managers with the interests of the Corporation, and its shareholders.
In this regard, the Corporation uses a stock-based compensation program that aligns the interest of the Corporation's executives and senior managers with the interests of the Corporation and its shareholders.
New branches do not initially contribute to operating profits due to the impact of overhead expenses and the start-up phase of generating loans and deposits.
The Corporation anticipates it will open additional branches in Western New York, including a branch in West Seneca, New York. New branches do not initially contribute to operating profits due to the impact of overhead expenses and the start-up phase of generating loans and deposits.
The Corporation's use of derivative financial instruments, primarily interest rate swaps, exposes it to financial and contractual risks with counterparty banks. The Corporation maintains correspondent bank relationships, manages certain loan participations, engages in securities transactions, and engages in other activities with financial counterparties that are customary to its industry. Financial risks are inherent in these counterparty relationships.
The Corporation maintains correspondent bank relationships, manages certain loan participations, engages in securities transactions, and engages in other activities with financial counterparties that are customary to its industry. Financial risks are inherent in these counterparty relationships. 27 Risks Related to Wealth Management Involvement in wealth management creates risks associated with the industry.
For example, the investment advisory industry is subject to fluctuations in the stock market that may have a significant adverse effect on transaction fees, client activity and client investment portfolio gains and losses. Also, additional or modified regulations may adversely affect our wealth management operations.
The Corporation’s wealth management operations present special risks not borne by institutions that focus exclusively on other traditional retail and commercial banking products. For example, the investment advisory industry is subject to fluctuations in the stock market that may have a significant adverse effect on transaction fees, client activity and client investment portfolio gains and losses.
Management regularly reviews and updates its internal controls, disclosure controls and procedures, and corporate governance policies and procedures. Any system of controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met.
Any system of controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met. Our risk management framework may not be effective in mitigating risk and reducing the potential for significant losses.
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. The Corporation’s earnings and cash flows depend largely upon its net interest income.
The Corporation may be required to slow or discontinue loan growth, capital expenditures or other investments, or liquidate assets should such sources not be adequate. 22 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.
In 2024 the FRB decreased the federal funds rate by 100 basis points, based on its perceived progress towards a dual mandate to maximize employment and maintain stable price levels. Should the FRB determine in the future that insufficient progress has been made towards this dual mandate, they may choose to further increase interest rates.
The FRB reduced the federal funds rate by 100 basis points in 2024 and 75 basis points in 2025, based on its perceived progress towards its dual mandate to maximize employment and maintain stable price levels.
If demographic, employment, or other growth factors in our market areas deteriorate for an extended period, subsequent income levels, deposits, and real estate development could be adversely impacted. Some of our larger competitors that are more geographically diverse may be better able to manage and mitigate risks posed by adverse conditions impacting only local or regional markets.
If demographic, employment, or other growth factors in our market areas deteriorate for an extended period, subsequent income levels, deposits, and real estate development could be adversely impacted.
Their use also affects interest rates charged on loans or paid on deposits, as well as the value of the Corporation's investment securities.
Their use also affects interest rates charged on loans or paid on deposits, as well as the value of the Corporation's investment securities. Monetary policies of the FRB remain heavily influenced by Administration trade and immigration initiatives, introducing volatility into the U.S. economy.
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. We operate in diverse markets and rely on the ability of our employees and systems to process a high number of transactions.
We operate in diverse markets and rely on the ability of our employees and systems to process a high number of transactions.
The Corporation’s emphasis on the origination of commercial loans is one of the more significant factors in determining its allowance for credit losses.
The Corporation’s emphasis on the origination of commercial loans is one of the more significant factors in determining its allowance for credit losses. As the Corporation continues to increase volumes of these loans, additional or increased provisions for credit losses may be necessary, which may result in a decrease in earnings.
The Corporation may not be able to attract and retain skilled people. The Corporation's success depends, in large part, on its ability to attract and retain key people. Competition for the best people in most activities in which the Corporation engages can be intense and it may not be able to hire people or retain them.
Competition for the best people in most activities in which the Corporation engages can be intense and it may not be able to hire people or retain them. A key component of employee retention is providing a fair compensation base combined with the opportunity for additional compensation for above average performance.
These "non-banks" may be able to achieve economies of scale and offer better pricing for banking products and services than the Corporation can.
These "non-banks" may be able to achieve economies of scale and offer better pricing for banking products and services than the Corporation can. In July 2025, the GENIUS ACT was signed into law, establishing a comprehensive federal regulatory framework for payment stablecoins, which consumers and businesses may view as a substitute for traditional banking deposit products and services.
If interest rates paid on deposits and other borrowings change at a faster rate than interest rates received on loans and other investments, net interest income, and therefore earnings, could be adversely impacted. Risks Related to Competition Strong competition within the Corporation's industry and market areas could limit its growth and profitability.
Should the FRB determine in the future that insufficient progress has been made towards this dual mandate, they may choose to further increase interest rates. If interest rates paid on deposits and other borrowings change at a faster rate than interest rates received on loans and other investments, net interest income, and therefore earnings, could be adversely impacted.
If the Bank is unable to make dividend payments to the Corporation and sufficient capital is not otherwise available, the Corporation may not be able to make dividend payments to its common shareholders. 29 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.
If the Bank is unable to make dividend payments to the Corporation and sufficient capital is not otherwise available, the Corporation may not be able to make dividend payments to its common shareholders or its other obligations. The Corporation's common stock is subordinate to its existing and future indebtedness.
Removed
As the Corporation continues to increase the amount of these loans, additional or increased provisions for credit losses may be necessary, which may result in a decrease in earnings. 21 Effective January 1, 2023, the Corporation adopted ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which requires the Corporation to estimate the lifetime expected credit losses in the loan portfolio as of the measurement date.
Added
The deterioration of any of these conditions could adversely affect the Corporation's consumer and commercial businesses, its securities and derivatives portfolios, its level of charge-offs and provision for credit losses, the carrying value of the Corporation's deferred tax assets, its capital levels and liquidity, and the Corporation's results of operations.
Removed
Market conditions may impact the competitive landscape for deposits in the banking industry. The elevated interest rate environment and future actions of the FRB may impact pricing and demand for deposits in the banking industry.
Added
Reduced labor availability from enforcement actions and lingering trade barriers continue to pressure productivity and growth, while the FRB balances inflation risks against a shifting labor market. Further, leadership transitions within the FRB and potential new trade restrictions present ongoing uncertainties for future monetary policy.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeAdditionally, the CISO meets regularly and works in tandem with the Chief Information Officer and various members of Information Technology. The Information Security Department meets regularly with employees through hosted educational sessions, all-employee call presentations, Officers’ meeting presentations and individual branch network visits.
Biggest changeAdditionally, the CISO meets regularly and works in tandem with the Chief Information Officer and various members of Information Technology. The information security department meets regularly with employees through hosted educational sessions, all-employee call presentations, Officers’ meeting presentations, and individual branch network visits to provide pertinent and timely education on the current threats and best practices.
However, with our system of internal controls, cyber defense mechanisms in place and the tenure and experience of our Chief Information Security Officer (“CISO”) and Information Security Analysts, we have sought to reduce the residual risk that is inherent of cybersecurity. 30 The CISO reports to ERC on a quarterly basis regarding the cybersecurity program and material cybersecurity risks.
However, with our system of internal controls, cyber defense mechanisms in place and the tenure and experience of our Chief Information Security Officer (“CISO”) and information security analysts, we have sought to reduce the residual risk that is inherent of cybersecurity. The CISO reports to ERC on a quarterly basis regarding the cybersecurity program and material cybersecurity risks.
If there are any incidents that require information to be presented to the Executive Management Team or the Board, the Chief Risk Officer presents that information.
If there are any incidents that require information to be presented to the Executive Management Team or the Board, the Chief Risk Officer presents that information. 30
Line of business leaders regularly reach out to the CISO with regards to cybersecurity risk prevention, questions, and training. The CISO has a standing agenda item for the Information Technology Steering Committee meeting as well as ERC in order to inform the committees about prevention, detection, mitigation and remediation of cybersecurity incidents.
Line of business leaders regularly reach out to the CISO with regard to cybersecurity risk prevention, questions, and training. The CISO has a standing agenda item for the Information Technology Steering Committee meeting as well as ERC in order to inform the committees about prevention, detection, mitigation and remediation of cybersecurity incidents.
Cybersecurity is integrated into the Corporation's Enterprise Risk Management Policy, Enterprise Risk Management Committee Charter, Escalation Policy, Risk Appetite Statement, Information Technology Steering Meetings, and Division Risk Meetings. Employees are trained on their first day of employment with regards to cybersecurity and additional training is rolled out for all employees throughout the year.
Cybersecurity is integrated into the Corporation's enterprise risk management policy, enterprise risk management committee charter, escalation policy, risk appetite statement, information technology steering meetings, and division risk meetings. Employees are trained on their first day of employment with regard to cybersecurity and additional training is required for all employees throughout each year.
The CISO has over 27 years of experience with information technology management, information security, compliance, audit, and process improvement. Our Information Security Analysts have a combined 23 years of experience with information security, information technology servers and information technology networks.
The CISO has over 28 years of experience with information technology management, information security, compliance, audit, and process improvement. Our information security analysts have a combined 13 years of experience with information security, information technology servers and information technology networks.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeMain 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 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 Western New York Administrative Office *9159 Main Street, Clarence, NY 14031 1 Leased Off-Site ATM Location Albany Capital Center Albany, NY * Leased facilities and/or property 1 Office to be closed effective March 31, 2025. 32
Biggest changeMain 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 14224 1 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 32
ITEM 2. PROPERTIES 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 expenses, see "Note 5 Premises and Equipment" in Notes to Consolidated Financial Statements in Part IV, Item 15. Exhibits and Financial Statement Schedules of this report.
ITEM 2. PROPERTIES 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.
Water Street, Elmira, NY 14901 127 Court Street, Binghamton, NY 13901 132-136 State Street, Albany, NY 12207 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.
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 14202 1 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.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeOther 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, 2024. ITEM 4. MINE SAFETY DISCLOSURES None. 33 PART II
Biggest changeOther 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. ITEM 4. MINE SAFETY DISCLOSURES None. 33 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeSmallCap Banks Index for the period of five years commencing December 31, 2019. Period Ending Index 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 Chemung Financial Corporation 100.00 82.89 116.51 118.34 132.20 133.17 NASDAQ Composite Index 100.00 144.92 177.06 119.45 172.77 223.87 KBW NASDAQ Bank Index 100.00 89.69 124.06 97.52 96.65 132.60 S&P U.S.
Biggest changeSmallCap Banks Index for the period of five years commencing December 31, 2020. Period Ending Index 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 Chemung Financial Corporation 100.00 140.56 142.77 159.50 160.66 188.41 NASDAQ Composite Index 100.00 122.18 82.43 119.22 154.48 187.14 KBW NASDAQ Bank Index 100.00 138.33 108.73 107.76 147.85 196.00 S&P U.S.
As of March 1, 2025, a total of 49,184 shares were repurchased at an average cost of $40.42 per share. 34 STOCK PERFORMANCE GRAPH The following graph compares the yearly change in the cumulative total shareholder return on the Corporation’s common stock against the cumulative total return of the NASDAQ Composite Index, KBW NASDAQ Bank Index, and S&P U.S.
As of March 1, 2026, a total of 49,184 shares were repurchased at an average cost of $40.42 per share. 34 STOCK PERFORMANCE GRAPH The following graph compares the yearly change in the cumulative total shareholder return on the Corporation’s common stock against the cumulative total return of the NASDAQ Composite Index, KBW NASDAQ Bank Index, and S&P U.S.
The table below sets forth the information with respect to purchases made by the Corporation of our common stock during the quarter ended December 31, 2024: Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Maximum number of shares that may yet be purchased under the plans or programs 10/01/24 - 10/31/24 — $ — — 200,816 11/01/24 - 11/30/24 — $ — — 200,816 12/01/24 - 12/31/24 — $ — — 200,816 Quarter ended 12/31/2024 — $ — — 200,816 On January 8, 2021 the Corporation announced that the Board of Directors approved a new stock repurchase program whereby the Corporation may repurchase up to 250,000 shares of its common stock, or approximately 5% of its outstanding shares.
The table below sets forth the information with respect to purchases made by the Corporation of our common stock during the quarter ended December 31, 2025: Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Maximum number of shares that may yet be purchased under the plans or programs 10/01/25 - 10/31/25 — $ — — 200,816 11/01/25 - 11/30/25 — $ — — 200,816 12/01/25 - 12/31/25 — $ — — 200,816 Quarter ended 12/31/2025 — $ — — 200,816 On January 8, 2021 the Corporation announced that the Board of Directors approved a stock repurchase program whereby the Corporation may repurchase up to 250,000 shares of its common stock, or approximately 5% of its outstanding shares.
See Item 1, “Business – Supervision and Regulation-The Bank-Payment of Dividends” for an explanation of legal limitations on the Bank’s ability to pay dividends. As of March 1, 2025, there were 423 registered holders of record of the Corporation's stock.
See Item 1, “Business – Supervision and Regulation - The Bank - Payment of Dividends” for an explanation of legal limitations on the Bank’s ability to pay dividends. As of March 1, 2026, there were 398 registered holders of record of the Corporation's stock.
SmallCap Banks Index 100.00 90.82 126.43 111.47 112.03 132.44 The cumulative total return includes (1) dividends paid and (2) changes in the share price of the Corporation’s common stock and assumes that all dividends were reinvested. The above graph assumes that the value of the investment in Chemung Financial Corporation and each index was $100 on December 31, 2019.
SmallCap Banks Index 100.00 139.21 122.74 123.35 145.82 160.37 The cumulative total return includes (1) dividends paid and (2) changes in the share price of the Corporation’s common stock, and assumes that all dividends were reinvested. The above graph assumes that the value of the investment in Chemung Financial Corporation and each index was $100 on December 31, 2020.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe yield on the Corporation's investment portfolio, inclusive of interest-earnings deposits, as of December 31, 2024 and 2023 was 2.28% and 2.21% respectively, while the duration for the securities portfolio as of December 31, 2024 and 2023 was 4.0 years and 4.6 years, respectively. 47 The table below presents the composition of the Corporation's available for sale portfolio as of December 31, 2024 and 2023 (in thousands, except percentages): 2024 2023 Estimated Fair Value % to Total Portfolio Estimated Fair Value % to Total Portfolio U.S. treasury notes and bonds $ 56,906 10.7 % $ 55,332 9.5 % Mortgage-backed securities, residential 365,934 68.9 % 403,824 69.1 % Obligations of states and political subdivisions 35,505 6.6 % 38,686 6.6 % Other securities 73,097 13.8 % 86,151 14.8 % Total securities available for sale $ 531,442 100.0 % $ 583,993 100.0 % The table below sets forth the carrying amounts and maturities of held to maturity debt securities as of December 31, 2024 and the weighted average yields of such securities (all yields are calculated on the basis of the amortized cost and weighted for the scheduled maturity of each security (in thousands, except percentages): MATURITIES AND YIELDS OF HELD TO MATURITY SECURITIES Within One Year After One, But Within Five Years After Five, But Within Ten Years After Ten Years Amount Yield Amount Yield Amount Yield Amount Yield Obligations of states and political subdivisions $ 200 7.59 % $ 48 3.79 % $ 560 3.92 % $ — N/A Total $ 200 7.59 % $ 48 3.79 % $ 560 3.92 % $ — N/A The weighted-average yield on the Corporation's held to maturity debt securities as of December 31, 2024 was 4.83%, related to obligations of states and political subdivisions.
Biggest changeThe table below presents the composition of the Corporation's available for sale portfolio as of December 31, 2025 and 2024 (in thousands, except percentages): 2025 2024 Estimated Fair Value % to Total Portfolio Estimated Fair Value % to Total Portfolio U.S. treasury notes and bonds $ — — % $ 56,906 10.7 % Mortgage-backed securities, residential 250,375 89.2 % 365,934 68.9 % Collateralized mortgage obligations 2,931 1.0 % — — % Obligations of states and political subdivisions 10,310 3.7 % 35,505 6.6 % Corporate bonds and notes 16,982 6.1 % 22,016 4.2 % SBA loan pools — — % 51,081 9.6 % Total securities available for sale $ 280,598 100.0 % $ 531,442 100.0 % The table below sets forth the carrying amounts and maturities of available for sale and held to maturity debt securities as of December 31, 2025 and the weighted average yields of such securities, all yields are calculated on the basis of the amortized cost and weighted for the scheduled maturity of each security.
For more information regarding current capital regulations see Part I-“Business-Supervision and Regulation-Regulatory Capital Requirements.” 63 Dividend Restrictions 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.
For more information regarding current capital regulations see Part I-“Business-Supervision and Regulation-Regulatory Capital Requirements.” Dividend Restrictions 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.
An estimated loss for each period of the DCF, as well as implied recovery of past losses, is incorporated into the DCF. The Corporation relies on FOMC data, including its projections for U.S. civilian unemployment and U.S. GDP growth, as the source for its readily available and reasonable economic forecast.
An estimated loss for each period of the DCF, as well as implied recovery of past losses, is incorporated into the DCF. The Corporation relies on FOMC data, including its projections for U.S. civilian unemployment and U.S. GDP growth, as the source for its reasonable, supportable, and readily available economic forecast.
Factors considered as part of the qualitative adjustment analysis primarily include economic considerations not captured by the model, changes in conditions within the Bank such as lending standards, personnel, and concentrations of credit, among others, as well as external factors such as change in the regulatory and competitive landscape.
Factors considered as part of the qualitative adjustment analysis primarily include economic considerations not captured by the model, changes in conditions within the Bank such as lending standards, personnel, and concentrations of credit, among others, as well as external factors, such as changes in the regulatory and competitive landscape.
Government guarantee as to principal and interest payments on the majority of the portfolio, and the immateriality of credit risk on remaining unguaranteed securities. 53 Loans are analyzed for credit loss on either an individual basis or a pooled (collective) basis, determined by risk characteristics.
Government guarantee as to principal and interest payments on the majority of the portfolio, and the immateriality of credit risk on remaining unguaranteed securities. Loans are analyzed for credit loss on either an individual basis or a pooled (collective) basis, determined by risk characteristics.
The SEC declared the registration statement effective on July 13, 2023. Liquidity Liquidity management involves the ability to meet the cash flow requirements of deposit clients, borrowers, and the operating, investing, and financing activities of the Corporation. The Corporation uses a variety of resources to meet its liquidity needs.
The SEC declared the registration statement effective on July 13, 2023. 64 Liquidity Liquidity management involves the ability to meet the cash flow requirements of deposit clients, borrowers, and the operating, investing, and financing activities of the Corporation. The Corporation uses a variety of resources to meet its liquidity needs.
Determining the amount requires significant judgement on the part of management, is multi-faceted, and can be imprecise. The level of the allowance for credit losses on loans is based on management’s ongoing review of all relevant information, from internal and external sources, relating to past events, current conditions, and expectations of the future based on reasonable and supportable forecasts.
Determining the amount requires significant judgment on the part of management, is multi-faceted, and can be imprecise. The level of the allowance for credit losses on loans is based on management’s ongoing review of all relevant information, from internal and external sources, relating to past events, current conditions, and expectations of the future based on reasonable and supportable forecasts.
It also reflects the average yield on interest-earning assets and average cost of interest-bearing liabilities for the years ended December 31, 2024, and 2023. For the purpose of the table below, nonaccrual loans are included in the daily average loan amounts outstanding. Daily balances were used for average balance computations. Investment securities are stated at amortized cost.
It also reflects the average yield on interest-earning assets and average cost of interest-bearing liabilities for the years ended December 31, 2025, and 2024. For the purpose of the table below, nonaccrual loans are included in the daily average loan amounts outstanding. Daily balances were used for average balance computations. Investment securities are stated at amortized cost.
The Bank is subject to the capital adequacy guidelines of the Federal Reserve, which establish a framework for the classification of financial institutions into five categories: well-capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized. As of December 31, 2024, the Bank’s capital ratios were in excess of those required to be considered well-capitalized under regulatory capital guidelines.
The Bank is subject to the capital adequacy guidelines of the Federal Reserve, which establish a framework for the classification of financial institutions into five categories: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized. As of December 31, 2025, the Bank’s capital ratios were in excess of those required to be considered well capitalized under regulatory capital guidelines.
There have been no conditions or events since that notification that management believes have changed the Bank's capital category. Additionally, the Bank exceeded the capital conservation buffer above the adequately capitalized risk-based capital ratios, as of December 31, 2024. The regulatory capital ratios as of December 31, 2024 and 2023 were calculated under Basel III rules.
There have been no conditions or events since that notification that management believes have changed the Bank's capital category. Additionally, the Bank exceeded the capital conservation buffer above the adequately capitalized risk-based capital ratios, as of December 31, 2025. The regulatory capital ratios as of December 31, 2025 and 2024 were calculated under Basel III rules.
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 of December 31, 2025, 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.
Management evaluates securities for credit loss exposure on a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. For the years ended December 31, 2024 and 2023, the Corporation had no provisions for credit losses relating to its investment securities.
Management evaluates securities for credit loss exposure on a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. For the years ended December 31, 2025 and 2024, the Corporation had no provisions for credit losses relating to its investment securities.
For each year ended December 31, 2024, and 2023 respectively, the average outstanding balance of borrowings that mature in one year or less did not exceed 30% of shareholders' equity. There were no FHLBNY or FRB term advances as of December 31, 2024, and 2023.
For each year ended December 31, 2025, and 2024 respectively, the average outstanding balance of borrowings that mature in one year or less did not exceed 30% of shareholders' equity. There were no FHLBNY or FRB term advances as of December 31, 2025, and 2024.
As of December 31, 2024, the Corporation repurchased a total of 49,184 shares of common stock at a total cost of $2.0 million under the repurchase program at the weighted average cost of $40.42 per share. The remaining buyback authority under the share repurchase program was 200,816 shares as of December 31, 2024.
As of December 31, 2025, the Corporation repurchased a total of 49,184 shares of common stock at a total cost of $2.0 million under the repurchase program at the weighted average cost of $40.42 per share. The remaining buyback authority under the share repurchase program was 200,816 shares as of December 31, 2025.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION Overview The following is the MD&A of the Corporation as of and for the years ended December 31, 2024 and 2023. The purpose of this discussion is to focus on information about the financial condition and results of operations of the Corporation.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION Overview The following is the MD&A of the Corporation as of and for the years ended December 31, 2025 and 2024. The purpose of this discussion is to focus on information about the financial condition and results of operations of the Corporation.
Management’s methodology and policy in determining the allowance for credit losses can be found in Note 1 to the Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report on Form 10-K.
Management’s methodology and policy in estimating the allowance for credit losses can be found in Note 1 to the Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report on Form 10-K.
Because the Corporation's methodology for maintaining its allowance for credit losses is based on historical experience and trends, current economic information, forecasted data, and management's judgement, a range of estimates for the estimate of the allowance for credit losses may be supportable.
Because the Corporation's methodology for maintaining its allowance for credit losses is based on historical experience and trends, current economic information, forecasted data, and management's judgment, a range of estimates for the estimate of the allowance for credit losses may be supportable.
As of December 31, 2024, the Corporation is not subject to FRB 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, 2025, the Corporation is not subject to FRB 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.
Such institutions that meet the community bank leverage ratio and certain other qualifying criteria will automatically be deemed to be well-capitalized. As of December 31, 2024 the Bank has not elected to use the community bank leverage ratio.
Such institutions that meet the community bank leverage ratio and certain other qualifying criteria will automatically be deemed to be well capitalized. As of December 31, 2025 the Bank has not elected to use the community bank leverage ratio.
No other concentration of loans existed in the commercial loan portfolio in excess of 10.0% of total loans as of December 31, 2024 and 2023. The table below shows the maturity of loans outstanding as of December 31, 2024.
No other concentration of loans existed in the commercial loan portfolio in excess of 10.0% of total loans as of December 31, 2025 and 2024. The table below shows the maturity of loans outstanding as of December 31, 2025.
While management has concluded that its current evaluation is reasonable under the circumstances, and that sensitivity analysis is based on a series of hypothetical scenarios not intended to represent management’s assumptions or judgement of factors as of December 31, 2024, it has also concluded that differing assumptions could materially impact allowance calculations, either positively or adversely.
While management has concluded that its current evaluation is reasonable under the circumstances, and that sensitivity analysis is based on a series of hypothetical scenarios not intended to represent management’s assumptions or judgment of factors as of December 31, 2025, it has also concluded that differing assumptions could materially impact allowance calculations, either positively or adversely.
Management believes that, as of December 31, 2024 and December 31, 2023 the Corporation and Bank met all capital adequacy requirements to which they were subject.
Management believes that, as of December 31, 2025 and December 31, 2024, the Corporation and Bank met all capital adequacy requirements to which they were subject.
Since the terms of mirroring interest rate swap agreements are identical, the income statement impact to the Corporation is limited to the day one gain and a valuation allowance for potential credit loss exposure, in the event of nonperformance. The Corporation recognized $0.3 million in swap income for each of the years ended December 31, 2024 and 2023, respectively.
Since the terms of mirroring interest rate swap agreements are identical, the income statement impact to the Corporation is limited to the day one gain and a valuation allowance for potential credit loss exposure, in the event of nonperformance. The Corporation recognized $0.5 million and $0.3 million in swap income for the years ended December 31, 2025 and 2024, respectively.
In addition to analyzing the Corporation’s results on a reported basis, management uses certain non-GAAP financial measures, because it believes these non-GAAP financial measures provide information to investors about the underlying operational performance and trends of the Corporation and, therefore, facilitate a comparison of the Corporation with the performance of its competitors.
In addition to analyzing the Corporation’s results on a reported basis, management uses certain non-GAAP financial measures, because it believes these non-GAAP financial measures provide information to investors about the underlying operational performance and trends of the Corporation and, therefore, facilitate a comparison of the Corporation with the performance of other companies.
The Corporation's actual results could be materially different from expectations because of various factors, including changes in economic conditions or interest rates, credit risk, inflation, tariffs, cybersecurity risks, changes in FDIC assessments, bank failures, difficulties in managing the Corporation’s growth, competition, changes in law or the regulatory environment, and changes in general business and economic trends.
The Corporation's actual results could be materially different from expectations because of various factors, including changes in economic conditions or interest rates, credit risk, inflation, tariffs, cybersecurity risks, changes in FDIC assessments, public health issues, geopolitical conflicts, bank failures, difficulties in managing the Corporation’s growth, competition, changes in law or the regulatory environment, and changes in general business and economic trends.
Past due status on all loans is based on the contractual terms of the loan. It is generally the Corporation's policy that a loan 90 days past due be placed on nonaccrual status unless factors exist that would eliminate the need to classify a loan as such.
Non-performing loans are comprised of nonaccrual loans. Past due status on all loans is based on the contractual terms of the loan. It is generally the Corporation's policy that a loan 90 days past due be placed on nonaccrual status unless factors exist that would eliminate the need to classify a loan as such.
(2) Loans and loans held for sale, net of deferred loan fees. (3) Investments include securities available for sale at estimated fair value, securities held to maturity, at amortized cost, equity investments, FHLBNY stock, FRBNY stock, federal funds sold and interest-earning deposits. (4) Borrowings include overnight advances, term advances, and finance lease obligations.
(2) Loans and loans held for sale, net of deferred loan fees. (3) Investments include securities available for sale at estimated fair value, securities held to maturity, at amortized cost, equity investments, FHLBNY stock, FRBNY stock, and interest-earning deposits. (4) Borrowings include overnight advances, term advances, subordinated debt, and finance lease obligations.
For a discussion of the Critical Accounting Estimates that affect the Consolidated Results of Operations, see page 38.
For a discussion of the Critical Accounting Estimates that affect the Consolidated Results of Operations, see page 39.
For purposes of this measure as well, fully taxable equivalent net interest income is generally used by financial institutions, as opposed to actual net interest income, again to provide a better basis of comparison from institution to institution and to better demonstrate a single institution’s performance over time.
For purposes of this measure as well, fully taxable equivalent net interest income is generally used by financial institutions, as opposed to actual net interest income, again to provide a better basis of comparison from institution to institution and to better demonstrate a single institution’s performance over time. The Corporation follows these practices.
For a discussion of those risks and uncertainties and the factors that could cause the Corporation’s actual results to differ materially from those risks and uncertainties, see Forward-looking Statements below. The Corporation has been a financial holding company since 2000, and the Bank was established in 1833, CFS in 2001, and Chemung Risk Management, Inc. (CRM) in 2016.
For a discussion of those risks and uncertainties and the factors that could cause the Corporation’s actual results to differ materially from those risks and uncertainties, see Forward-looking Statements below. The Corporation has been a financial holding company since 2000, the Bank was established in 1833 and CFS was established in 2001.
Industries are identified using NAICS codes, and the Corporation monitors specific NAICS industry classifications of commercial loans to identify concentrations greater than 10.0% of total loans. As of December 31, 2024 and 2023, commercial loans to borrowers involved in the real estate, and real estate rental and leasing businesses, were 50.9% and 49.5% of total loans, respectively.
Industries are identified using NAICS codes, and the Corporation monitors specific NAICS industry classifications of commercial loans to identify concentrations of greater than 10.0% of total loans. As of December 31, 2025 and 2024, commercial loans to borrowers involved in the real estate, and real estate rental and leasing businesses, were 52.1% and 50.9% of total loans, respectively.
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. As of December 31, 2024, the Bank could, without prior approval, declare dividends of approximately $62.2 million.
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. As of December 31, 2025, the Bank could, without prior approval, declare dividends of approximately $51.0 million.
Net charge-offs for the year ended December 31, 2024 were primarily due to $0.2 million in net charge-offs on commercial and industrial loans, comprised of $0.3 million in charge-offs on two loans in the fourth quarter of 2024 and $0.1 million in recoveries of previously charged-off loans throughout the year, and $1.0 million in net charge-offs of consumer loans, primarily relating to the indirect auto lending portfolio.
Net charge-offs for the year ended December 31, 2024 were primarily due to $1.0 million in net charge-offs of total consumer loans, largely concentrated in indirect auto loans, and $0.2 million in net charge-offs on commercial and industrial loans, comprised of $0.3 million in charge-offs on two loans in the fourth quarter of 2024 and $0.1 million in recoveries of previously charged-off loans throughout the year.
The Corporation also monitors its level of non-owner occupied commercial real estate loans in relation to regulatory capital, as defined by the Bank's regulators. As of December 31, 2024 and 2023, total non-owner occupied commercial real estate loans divided by total Bank risk-based capital was 399.4% and 403.6%, respectively.
The Corporation also monitors its level of non-owner occupied commercial real estate loans in relation to regulatory capital, as defined by the Bank's regulators. As of December 31, 2025 and 2024, total non-owner occupied commercial real estate loans divided by total Bank risk-based capital was 384.9% and 399.4%, respectively.
As the largest component of the Corporation's loan portfolio, quantitative and qualitative attributes of commercial real estate such as maturity and repricing schedules may have a significant impact on management's strategic initiatives, and understanding such attributes is critical in understanding the Corporation's anticipated future liquidity needs and sensitivity to changes in interest rates.
As the largest component of the Corporation's loan portfolio, quantitative and qualitative attributes of commercial real estate have a significant impact on management's strategic initiatives, and understanding such attributes are critical in understanding the Corporation's anticipated future liquidity needs and sensitivity to changes in interest rates.
These include short term investments, cash flow from lending and investing activities, core-deposit growth and non-core funding sources, such as time deposits of $250,000 or more, brokered deposits, FHLBNY overnight and term advances, FRB advances, and securities sold under agreements to repurchase.
These may include short term investments, cash flow from lending and investing activities, core-deposit growth and non-core funding sources, such as time deposits greater than $250,000, brokered deposits, FHLBNY overnight and term advances, FRB advances, and securities sold under agreements to repurchase.
The increase in pension and other employee benefits was largely due to an increase in employee healthcare-related expenses, compared to the prior year. The decrease in other components of net periodic pension benefits was primarily due to a change in annual actuarial estimates.
The increase in pension and other employee benefits was largely due to an increase in employee healthcare-related expense and payroll tax expense, compared to the prior year. The increase in other components of net periodic pension benefits was primarily due to a change in annual actuarial estimates.
Including the allowance for credit losses allocated to unfunded commitments, the ratio of the allowance for credit losses to total loans was 1.07% as of December 31, 2024, compared to 1.19% as of December 31, 2023.
Including the allowance for credit losses allocated to unfunded commitments, the ratio of the allowance for credit losses to total loans was 1.09% as of December 31, 2025, compared to 1.07% as of December 31, 2024.
In the case of nonaccrual loans where a portion of the loan has been charged off, the remaining balance is kept in nonaccrual status until the entire principal balance has been recovered. 52 The following table summarizes the Corporation's non-performing assets as of December 31, (in thousands): NON-PERFORMING ASSETS 2024 2023 2022 2021 2020 Non-performing loans $ 8,954 $ 10,411 $ 8,178 $ 8,114 $ 9,952 Other real estate owned and repossessions 652 326 195 113 237 Total non-performing assets $ 9,606 $ 10,737 $ 8,373 $ 8,227 $ 10,189 Ratio of non-performing loans to total loans 0.43 % 0.53 % 0.45 % 0.54 % 0.65 % Ratio of non-performing assets to total assets 0.35 % 0.40 % 0.32 % 0.34 % 0.45 % Ratio of allowance for credit losses to non-performing loans 238.87 % 216.28 % 240.39 % 259.17 % 210.25 % Accruing loans past due 90 days or more (1) $ 23 $ 10 $ 1 $ 4 $ 2 (1) Not included in non-performing assets above.
In the case of nonaccrual loans where a portion of the loan has been charged off, the remaining balance is kept in nonaccrual status until the entire principal balance has been recovered. 56 The following table summarizes the Corporation's non-performing assets as of December 31, (in thousands): NON-PERFORMING ASSETS 2025 2024 2023 2022 2021 Non-performing loans $ 7,908 $ 8,954 $ 10,411 $ 8,178 $ 8,114 Other real estate owned and repossessions 257 652 326 195 113 Total non-performing assets $ 8,165 $ 9,606 $ 10,737 $ 8,373 $ 8,227 Ratio of non-performing loans to total loans 0.35 % 0.43 % 0.53 % 0.45 % 0.54 % Ratio of non-performing assets to total assets 0.30 % 0.35 % 0.40 % 0.32 % 0.34 % Ratio of allowance for credit losses to non-performing loans 306.13 % 238.87 % 216.28 % 240.39 % 259.17 % Accruing loans past due 90 days or more (1) $ 17 $ 23 $ 10 $ 1 $ 4 (1) Not included in non-performing assets above.
The modeled reserve requirement equals the difference between the book balance of the loan as of the measurement date and the present value of assumed cash flows for the life of the loan.
The modeled reserve requirement is equal to the difference between the book balance of the loan as of the measurement date and the present value of assumed cash flows for the life of the loan.
Allowance for Credit Losses The allowance for credit losses is an amount that management believes will be adequate to absorb the estimated lifetime credit losses inherent in assets exhibiting credit risk as of the measurement date. The allowance is in conformity with the requirements established by ASC 326 -Financial Instruments-Credit Losses, which was adopted effective January 1, 2023.
Allowance for Credit Losses The allowance for credit losses is an amount that management believes will be adequate to absorb the estimated lifetime credit losses inherent in assets exhibiting credit risk as of the measurement date. The allowance is in conformity with the requirements established by ASC 326 - Financial Instruments - Credit Losses .
Information regarding FHLBNY advances is included in Note 9 of the audited Consolidated Financial Statements appearing elsewhere in this report. There were no securities sold under agreements to repurchase as of and for the years ended December 31, 2024, or 2023.
Information regarding FHLBNY advances and the Corporation's subordinated notes are included in Note 9 of the audited Consolidated Financial Statements appearing elsewhere in this report. There were no securities sold under agreements to repurchase as of and for the years ended December 31, 2025, or 2024.
As of December 31, 2024, the allowance for credit losses on loans totaled $21.4 million, compared to $22.5 million as of December 31, 2023. A significant portion of the allowance for credit losses is allocated to the commercial portfolio, both commercial real estate and commercial and industrial loans.
As of December 31, 2025, the allowance for credit losses on loans totaled $24.2 million, compared to $21.4 million as of December 31, 2024. A significant portion of the allowance for credit losses is allocated to the commercial portfolio, both commercial real estate and commercial and industrial loans.
Such agencies may require the Corporation to recognize additions to the allowance based on their judgments about information available to them at the time of their examination. 54 The allowance for credit losses was $21.4 million as of December 31, 2024, compared to $22.5 million as of December 31, 2023.
Such agencies may require the Corporation to recognize additions to the allowance based on their judgments about information available to them at the time of their examination. The allowance for credit losses was $24.2 million as of December 31, 2025, compared to $21.4 million as of December 31, 2024.
Commercial real estate lending continues to be a primary driver of asset growth for the Corporation, with persistent demand across the Corporation's footprint, particularly in the Capital and Western New York regions.
Commercial real estate lending continues to be the primary driver of asset growth for the Corporation, with persistent demand across the Corporation's footprint, particularly in the Capital and Western regions of New York, under the Corporation's Capital Bank and Canal Bank divisions, respectively.
The Corporation begins analyzing loans on an individual basis when management determines a loan no longer exhibited risk characteristics consistent with the risk characteristics in its designated pool under the Corporation's CECL methodology. The amortized cost basis of individually analyzed loans as of December 31, 2024 totaled $6.5 million, compared to $8.0 million as of December 31, 2023.
The Corporation begins analyzing loans on an individual basis when management determines a loan no longer exhibits risk characteristics consistent with the risk characteristics in its designated pool under the Corporation's CECL methodology. The amortized cost basis of individually analyzed loans as of December 31, 2025 totaled $4.2 million, compared to $6.5 million as 57 of December 31, 2024.
The decrease in net income for the year ended December 31, 2024, compared to the prior year, was due to an increase in non-interest expense, decreases in non-interest income and net interest income, offset by decreases in the provision for credit losses and income tax expense.
The decrease in net income for the year ended December 31, 2025, compared to the prior year, was due to a decrease in non-interest income, and increases in non-interest expense and provision for credit losses, partially offset by an increase in net interest income and a decrease in income tax expense.
Commitments to outside parties under these lines of credit were $69.4 million, $13.7 million and $7.3 million, respectively, as of December 31, 2024. (2) Includes commercial construction draw notes which may include draw periods scheduled to extend beyond December 31, 2025. Capital Resources The Bank is subject to regulatory capital requirements administered by federal banking agencies.
Commitments to outside parties under these lines of credit were $92.4 million, $16.3 million, and $9.0 million, respectively, as of December 31, 2025. (2) Includes commercial construction draw notes which may include draw periods scheduled to extend beyond December 31, 2026. 66 Capital Resources The Bank is subject to regulatory capital requirements administered by federal banking agencies.
For more information regarding current capital regulations see Part I-“Business-Supervision and Regulation-Regulatory Capital Requirements.” Cash dividends declared during 2024 and 2023 each totaled $5.9 million, or $1.24 per share. Dividends declared during 2024 amounted to 24.91% of net income compared to 23.41% of net income for 2023.
For more information regarding current capital regulations see Part I-“Business-Supervision and Regulation-Regulatory Capital Requirements.” Cash dividends declared during 2025 totaled $6.3 million, or $1.32 per share, while cash dividends declared during 2024 totaled $5.9 million, or $1.24 per share. Dividends declared during 2025 amounted to 41.88% of net income compared to 24.91% of net income for 2024.
(in thousands, except ratio data) As of or for the Years Ended December 31, Tangible Equity (Average) 2024 2023 Total average shareholders' equity (GAAP) $ 205,280 $ 177,187 Less: average intangible assets (21,824) (21,824) Average tangible equity (non-GAAP) $ 183,456 $ 155,363 Return on average equity (GAAP) 11.53 % 14.11 % Return on average tangible equity (non-GAAP) 12.90 % 16.09 % 66 Adjustments for Certain Items of Income or Expense In addition to disclosures of certain GAAP financial measures, including net income, EPS, ROAA, and ROAE, we may also provide comparative disclosures that adjust these GAAP financial measures for a particular year by removing from the calculation thereof the impact of certain transactions or other material items of income or expense occurring during the year, including certain nonrecurring items.
(in thousands, except ratio data) As of or for the Years Ended December 31, Tangible Equity (Average) 2025 2024 Total average shareholders' equity (GAAP) $ 236,122 $ 205,280 Less: average intangible assets (21,824) (21,824) Average tangible equity (non-GAAP) $ 214,298 $ 183,456 Return on average equity (GAAP) 6.40 % 11.53 % Return on average tangible equity (non-GAAP) 7.05 % 12.90 % Adjustments for Certain Items of Income or Expense In addition to disclosures of certain GAAP financial measures, including net income, EPS, ROAA, and ROAE, we may also provide comparative disclosures that adjust these GAAP financial measures for a particular year by removing from the calculation thereof the impact of certain transactions or other material items of income or expense occurring during the year, including certain nonrecurring items.
As of December 31, 2023, uninsured deposits totaled $655.7 million, or 27.0% of total deposits, including $153.2 million of municipal deposits collateralized by pledged assets when required. The Corporation considers the level of uninsured deposits to be an important factor when considering liquidity management and strategic decisions due to their fluidity.
As of December 31, 2024, uninsured deposits totaled $652.3 million, or 27.2% of total deposits, including $145.6 million of municipal deposits collateralized by pledged assets when required. The Corporation considers the level of uninsured deposits to be an important factor when considering liquidity management and strategic decisions due to their fluidity.
The table below presents the Corporation’s outstanding loan balance by bank division (in thousands): LOANS BY DIVISION December 31, 2024 2023 2022 2021 2020 Chemung Canal Trust Company (1) $ 626,903 $ 665,701 $ 651,516 $ 592,172 $ 658,468 Capital Bank Division 1,302,593 1,206,561 1,098,104 879,105 877,995 Canal Bank Division 141,923 100,402 79,828 46,972 — Total Loans $ 2,071,419 $ 1,972,664 $ 1,829,448 $ 1,518,249 $ 1,536,463 (1) All loans, excluding those originated by the Capital Bank and Canal Bank Divisions.
The table below presents the Corporation’s outstanding loan balances by bank division (in thousands): LOANS BY DIVISION December 31, 2025 2024 2023 2022 2021 Chemung Canal Trust Company (1) $ 616,621 $ 626,903 $ 665,701 $ 651,516 $ 592,172 Capital Bank Division 1,417,834 1,302,593 1,206,561 1,098,104 879,105 Canal Bank Division 235,106 141,923 100,402 79,828 46,972 Total Loans $ 2,269,561 $ 2,071,419 $ 1,972,664 $ 1,829,448 $ 1,518,249 (1) All loans, excluding those originated by the Capital Bank and Canal Bank Divisions.
These securities totaled $0.8 million as of December 31, 2024, and December 31, 2023. Non-marketable equity securities as of December 31, 2024 include shares of FRBNY stock and FHLBNY stock, carried at their cost of $1.9 million and $7.2 million, respectively. The fair value of these securities is assumed to approximate their cost.
These securities totaled $0.6 million and $0.8 million as of December 31, 2025 and December 31, 2024, respectively. Non-marketable equity securities as of December 31, 2025 include shares of FRBNY stock and FHLBNY stock, carried at their cost of $3.0 million and $6.4 million, respectively. The fair value of these securities is assumed to approximate their cost.
Consolidated Cash Flows Analysis The table below summarizes the Corporation's cash flows on a direct basis, for the years indicated (in thousands): CONSOLIDATED SUMMARY OF CASH FLOWS Years Ended December 31, (in thousands) 2024 2023 Net cash provided by operating activities $ 29,815 $ 30,881 Net cash used by investing activities (57,723) (82,381) Net cash provided by financing activities 38,096 32,478 Net increase (decrease) in cash and cash equivalents $ 10,188 $ (19,022) Operating activities The Corporation believes cash flows from operations, available cash balances and its ability to generate cash through borrowings are sufficient to fund the Corporation’s operating liquidity needs.
Consolidated Cash Flows Analysis The table below summarizes the Corporation's cash flows on a direct basis, for the years indicated (in thousands): CONSOLIDATED SUMMARY OF CASH FLOWS Years Ended December 31, (in thousands) 2025 2024 Net cash provided by operating activities $ 45,499 $ 29,815 Net cash provided (used in) by investing activities 68,320 (57,723) Net cash provided (used in) by financing activities (110,757) 38,096 Net increase (decrease) in cash and cash equivalents $ 3,062 $ 10,188 65 Operating activities The Corporation believes cash flows from operations, available cash balances, and its ability to generate cash through borrowings are sufficient to fund the Corporation’s operating liquidity needs.
As of December 31, 2024, the Corporation's investment in securities available for sale was $531.4 million, $349.9 million of which was not pledged as collateral. 61 The Corporation is a member of the FHLBNY, which allows it to access borrowings to enhance management's ability to satisfy future liquidity needs.
As of December 31, 2025, the Corporation's investment in securities available for sale was $280.6 million, $102.4 million of which was not pledged as collateral. The Bank is a member of the FHLBNY, which allows it to access borrowings to enhance management's ability to satisfy future liquidity needs.
As of December 31, 2024, the aggregate amount of the Corporation's outstanding certificates of deposit in amounts greater than $250,000 was $101.1 million.
As of December 31, 2025, the aggregate amount of the Corporation's outstanding certificates of deposit in amounts greater than $250,000 was $98.7 million.
The allowance for credit losses was 238.87% of non-performing loans as of December 31, 2024, compared to 216.28% as of December 31, 2023. The ratio of allowance for credit losses on loans to total loans was 1.03% as of December 31, 2024, compared to 1.14% as of December 31, 2023, respectively.
The allowance for credit losses was 306.13% of non-performing loans as of December 31, 2025, compared to 238.87% as of December 31, 2024. The ratio of allowance for credit losses on loans to total loans was 1.07% as of December 31, 2025, compared to 1.03% as of December 31, 2024, respectively.
Marketable securities are generally classified as Available for Sale, while certain investments in local municipal obligations are classified as Held to Maturity. The available for sale segment of the securities portfolio totaled $531.4 million as of December 31, 2024, a decrease of $52.6 million, or 9.0%, from $584.0 million as of December 31, 2023.
Marketable securities are generally classified as Available for Sale, while certain investments in local municipal obligations are classified as Held to Maturity. 50 The available for sale segment of the securities portfolio totaled $280.6 million as of December 31, 2025, a decrease of $250.8 million, or 47.2%, from $531.4 million as of December 31, 2024.
The table below presents the Corporation's scheduled maturity of those certificates as of December 31, 2024 (in thousands): Maturities 3 months or less $ 60,936 Over 3 through 6 months 31,795 Over 6 through 12 months 5,863 Over 12 months 2,531 Total $ 101,125 The table below presents the Corporation's deposits balance by bank division (in thousands): DEPOSITS BY DIVISION December 31, 2024 2023 2022 2021 2020 Chemung Canal Trust Company* $ 1,984,387 $ 2,042,679 $ 1,889,018 $ 1,738,015 $ 1,686,370 Capital Bank Division 399,411 380,962 435,207 415,607 351,404 Canal Bank Division 13,085 5,786 3,002 1,811 — Total deposits $ 2,396,883 $ 2,429,427 $ 2,327,227 $ 2,155,433 $ 2,037,774 *All deposits, excluding those originated by the Capital Bank and Canal Bank Divisions, and including brokered deposits.
The table below presents the Corporation's scheduled maturity of those certificates as of December 31, 2025 (in thousands): Maturities 3 months or less $ 49,855 Over 3 through 6 months 42,543 Over 6 through 12 months 5,427 Over 12 months 889 Total $ 98,714 The table below presents the Corporation's deposits balance by bank division (in thousands): DEPOSITS BY DIVISION December 31, 2025 2024 2023 2022 2021 Chemung Canal Trust Company* $ 1,857,387 $ 1,984,387 $ 2,042,679 $ 1,889,018 $ 1,738,015 Capital Bank Division 363,745 399,411 380,962 435,207 415,607 Canal Bank Division 49,542 13,085 5,786 3,002 1,811 Total deposits $ 2,270,674 $ 2,396,883 $ 2,429,427 $ 2,327,227 $ 2,155,433 *All deposits, excluding those originated by the Capital Bank and Canal Bank Divisions, and including brokered deposits.
The below table summarizes the Corporation's total sources of liquidity as of December 31, 2024 and 2023 (in millions): 2024 2023 Total Available Outstanding Remaining Available Total Available Outstanding Remaining Available FHLB advances $ 221.1 $ 109.1 $ 112.0 $ 225.3 $ 31.9 $ 193.4 Correspondent bank line of credit 75.0 — 75.0 60.0 — 60.0 Brokered deposits (1) 277.6 92.1 185.5 271.1 142.8 128.3 Unencumbered securities 349.9 — 349.9 329.0 — 329.0 Total sources of liquidity $ 923.6 $ 201.2 $ 722.4 $ 885.4 $ 174.7 $ 710.7 (1) Total available based on the Corporation's internal limit.
The below table summarizes the Corporation's total sources of liquidity as of December 31, 2025 and 2024 (in millions): 2025 2024 Total Available Outstanding Remaining Available Total Available Outstanding Remaining Available FHLB advances $ 178.5 $ 87.1 $ 91.4 $ 221.1 $ 109.1 $ 112.0 Correspondent bank line of credit 65.0 — 65.0 75.0 — 75.0 Brokered deposits (1) 271.0 — 271.0 277.6 92.2 185.4 Unencumbered securities 102.4 — 102.4 349.9 — 349.9 Total sources of liquidity $ 616.9 $ 87.1 $ 529.8 $ 923.6 $ 201.3 $ 722.3 (1) Total available based on the Corporation's internal limit.
Information regarding derivatives is included in Note 11 to the audited Consolidated Financial Statements appearing elsewhere in this report. Shareholders’ Equity Total shareholders’ equity was $215.3 million as of December 31, 2024, compared with $195.2 million as of December 31, 2023, an increase of $20.1 million, or 10.3%.
Information regarding derivatives is included in Note 11 to the audited Consolidated Financial Statements appearing elsewhere in this report. 63 Shareholders’ Equity Total shareholders’ equity was $254.7 million as of December 31, 2025, compared with $215.3 million as of December 31, 2024, an increase of $39.4 million, or 18.3%.
If market conditions warrant, future appraisals are obtained for both real estate and non-real estate collateral. Certain individually analyzed loans determined not to be collateral-dependent are analyzed using a cash flow analysis. For pooled loans, quantitative analysis is based on an estimated discounted cash flow analysis (DCF) performed at the loan level.
Certain individually analyzed loans determined not to be collateral-dependent are analyzed using a cash flow analysis. For pooled loans, quantitative analysis is based on an estimated discounted cash flow analysis (DCF) performed at the loan level.
Borrowings may be used on a short-term basis for liquidity purposes or on a long-term basis to fund asset growth. Uninsured deposits totaled $652.3 million as of December 31, 2024, or 27.2% of total deposits, including $145.6 million of municipal deposits collateralized by pledged assets, when required.
Borrowings may be used on a short-term basis for liquidity purposes or on a long-term basis to fund asset growth. Uninsured deposits totaled $682.5 million as of December 31, 2025, or 30.1% of total deposits, including $161.4 million of municipal deposits collateralized by pledged assets, when required.
Similarly, net charge-offs for the year ended December 31, 2023 were primarily due to the $0.3 million charge-off of a commercial and industrial loan and consumer charge-offs related to the indirect auto lending portfolio. 55 The table below summarizes the Corporation’s allowance for credit losses, nonaccrual loans, and ratio of net charge-offs and recoveries to average loans outstanding by loan category at or for the years ended December 31, 2024 and 2023 (in thousands): ALLOWANCE AND LOAN CREDIT RATIOS BY LOAN CATEGORY Balance as of December 31, 2024 Allowance for credit losses Allowance to loans 1 Non-performing loans Non-performing loans to loans 1 Allowance to non-performing loans Net charge-offs (recoveries) to average loans Commercial and industrial $ 4,520 1.51 % $ 1,534 0.51 % 294.65 % 0.06 % Commercial mortgages 11,214 0.92 % 4,959 0.41 % 226.13 % — % Residential mortgages 2,259 0.82 % 1,372 0.50 % 164.65 % (0.01) % Consumer loans 3,395 1.21 % 1,089 0.39 % 311.75 % 0.35 % Total $ 21,388 1.03 % $ 8,954 0.43 % 238.87 % 0.06 % (1) Ratio represents a percentage of year end loan balances.
Balance as of December 31, 2024 Allowance for credit losses Allowance to loans 1 Non-performing loans Non-performing loans to loans 1 Allowance to non-performing loans Net charge-offs (recoveries) to average loans Commercial and industrial $ 4,520 1.51 % $ 1,534 0.51 % 294.65 % 0.06 % Commercial mortgages 11,214 0.92 % 4,959 0.41 % 226.13 % — % Residential mortgages 2,259 0.82 % 1,372 0.50 % 164.65 % (0.01) % Consumer loans 3,395 1.21 % 1,089 0.39 % 311.75 % 0.35 % Total $ 21,388 1.03 % $ 8,954 0.43 % 238.87 % 0.06 % (1) Ratio represents a percentage of year end loan balances.
As of December 31, 2024 and December 31, 2023, the allowance for credit losses allocated to the total commercial portfolio was $15.7 million and $17.1 million respectively, or 73.6% and 75.9%. For comparison, total commercial loans represented 73.2% and 70.3% of total loan balances, respectively, as of December 31, 2024 and 2023.
As of December 31, 2025 and 2024, the allowance for credit losses allocated to the total commercial portfolio was $18.9 million and $15.7 million, respectively, or 78.0% and 73.6% of the total allowance for credit losses on loans. For comparison, total commercial loans represented 76.4% and 73.2% of total loan balances, respectively, as of December 31, 2025 and 2024.
Total shareholders’ equity to total assets ratio was 7.76% as of December 31, 2024 compared with 7.20% as of December 31, 2023. Tangible equity to tangible assets ratio was 7.02% as of December 31, 2024, compared with 6.45% as of December 31, 2023. See the GAAP to Non-GAAP reconciliation on pages 65-68.
Total shareholders’ equity to total assets ratio was 9.40% as of December 31, 2025 compared with 7.76% as of December 31, 2024. Tangible equity to tangible assets ratio was 8.66% as of December 31, 2025, compared with 7.02% as of December 31, 2024. See the GAAP to Non-GAAP reconciliation on pages 68-70.
(in thousands, except per share and ratio data) As of or for the Years Ended December 31, Tangible Equity and Tangible Assets (Year End) 2024 2023 Total shareholders' equity (GAAP) $ 215,309 $ 195,241 Less: intangible assets (21,824) (21,824) Tangible equity (non-GAAP) $ 193,485 $ 173,417 Total assets (GAAP) $ 2,776,147 $ 2,710,529 Less: intangible assets (21,824) (21,824) Tangible assets (non-GAAP) $ 2,754,323 $ 2,688,705 Total equity to total assets at end of year (GAAP) 7.76 % 7.20 % Book value per share (GAAP) $ 45.13 $ 41.07 Tangible equity to tangible assets at end of year (non-GAAP) 7.02 % 6.45 % Tangible book value per share (non-GAAP) $ 40.55 $ 36.48 Tangible Equity (Average) Average tangible equity and return on average tangible equity are each non-GAAP financial measures.
(in thousands, except per share and ratio data) As of or for the Years Ended December 31, Tangible Equity and Tangible Assets (Year End) 2025 2024 Total shareholders' equity (GAAP) $ 254,709 $ 215,309 Less: intangible assets (21,824) (21,824) Tangible equity (non-GAAP) $ 232,885 $ 193,485 Total assets (GAAP) $ 2,710,235 $ 2,776,147 Less: intangible assets (21,824) (21,824) Tangible assets (non-GAAP) $ 2,688,411 $ 2,754,323 Total equity to total assets at end of year (GAAP) 9.40 % 7.76 % Book value per share (GAAP) $ 52.97 $ 45.13 Tangible equity to tangible assets at end of year (non-GAAP) 8.66 % 7.02 % Tangible book value per share (non-GAAP) $ 48.43 $ 40.55 69 Tangible Equity (Average) Average tangible equity and return on average tangible equity are each non-GAAP financial measures.
Given the concentration of the allowance for credit losses allocated to the commercial portfolio, and the significant judgments made by management to derive its estimates, management analyzes risks distinctive to commercial lending with a high degree of scrutiny.
Given the concentration of the allowance for credit losses allocated to the commercial portfolio, and the significant judgments made by management to derive its estimates, management analyzes risks distinctive to commercial lending with a high degree of scrutiny. Changes in the FOMC's median forecasted year over year U.S. civilian unemployment rate and year over year change in U.S.
Partially offsetting the decrease in total investment securities was an increase of $3.6 million in FHLB and FRB stock, at cost, primarily due to an increase in FHLBNY overnight advances as of December 31, 2024, compared to the prior year. The held to maturity segment of the securities portfolio consists of obligations of political subdivisions in the Corporation’s market areas.
Partially offsetting the decrease in total investment securities was an increase of $0.3 million in FHLBNY and FRBNY stock, at cost, primarily due to an increase in membership-based share requirements compared to the prior year-end. The held to maturity segment of the securities portfolio consists of obligations of political subdivisions in the Corporation’s market areas.
Real estate values in each of the Corporation's market areas have remained stable. Non-real estate collateral may be valued using (i) an appraisal, (ii) net book value of the collateral per the borrower’s financial statements, or (iii) accounts receivable aging reports, that may be adjusted based on management’s knowledge of the client and client’s business.
Non-real estate collateral may be valued using (i) an appraisal, (ii) net book value of the collateral per the borrower’s financial statements, or (iii) accounts receivable aging reports, that may be adjusted based on management’s knowledge of the client and client’s business. If market conditions warrant, future appraisals are obtained for both real estate and non-real estate collateral.
The Corporation follows these practices. 64 (in thousands, except ratio data) As of or for the Years Ended December 31, Net Interest Mar g in - Fully Taxable Equivalent 2024 2023 Net interest income (GAAP) $ 74,059 $ 74,457 Fully taxable equivalent adjustment 336 366 Fully taxable equivalent net interest income (non-GAAP) $ 74,395 $ 74,823 Average interest-earning assets (GAAP) $ 2,698,148 $ 2,621,251 Net interest margin - fully taxable equivalent (non-GAAP) 2.76 % 2.85 % Efficiency Ratio The unadjusted efficiency ratio is calculated as non-interest expense divided by total revenue (net interest income and non-interest income).
(in thousands, except ratio data) As of or for the Years Ended December 31, Net Interest Mar g in - Fully Taxable Equivalent 2025 2024 Net interest income (GAAP) $ 87,157 $ 74,059 Fully taxable equivalent adjustment 293 336 Fully taxable equivalent net interest income (non-GAAP) $ 87,450 $ 74,395 Average interest-earning assets (GAAP) $ 2,680,133 $ 2,698,148 Net interest margin - fully taxable equivalent (non-GAAP) 3.26 % 2.76 % 68 Efficiency Ratio The unadjusted efficiency ratio is calculated as non-interest expense divided by total revenue (net interest income and non-interest income).
The activity in the allowance for credit losses can be found in supporting tables in Note 4 to the Consolidated Financial Statements included Part IV, Item 15 of this Annual Report on Form 10-K. 37 Consolidated Financial Highlights (in thousands, except per share data) As of or for the Years Ended December 31, December 31, RESULTS OF OPERATIONS 2024 2023 Interest and dividend income $ 127,564 $ 113,074 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 23,230 24,549 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 Basic and diluted earnings per share $ 4.96 $ 5.28 Average basic and diluted shares outstanding 4,770 4,732 PERFORMANCE RATIOS Return on average assets 0.86 % 0.94 % Return on average equity 11.53 % 14.11 % Return on average tangible equity (a) 12.90 % 16.09 % Efficiency ratio (unadjusted) (b) 69.12 % 64.89 % Efficiency ratio (adjusted) (a) 68.89 % 66.20 % Non-interest expense to average assets 2.45 % 2.41 % Loans to deposits 86.42 % 81.20 % AVERAGE YIELDS / RATES - Fully Taxable Equivalent Yield on loans 5.57 % 5.13 % Yield on investments 2.28 % 2.21 % Yield on interest-earning assets 4.74 % 4.33 % Cost of interest-bearing deposits 2.79 % 2.11 % Cost of borrowings 5.03 % 5.17 % Cost of interest-bearing liabilities 2.87 % 2.20 % Interest rate spread 1.87 % 2.13 % Net interest margin, fully taxable equivalent (a) 2.76 % 2.85 % CAPITAL Total equity to total assets at end of year 7.76 % 7.20 % Tangible equity to tangible assets at end of year (a) 7.02 % 6.45 % Book value per share $ 45.13 $ 41.07 Tangible book value per share (a) 40.55 36.48 Year-end market value per share 48.81 49.80 Dividends declared per share 1.24 1.24 AVERAGE BALANCES Loans and loans held for sale (c) $ 2,016,481 $ 1,898,986 Interest-earning assets 2,698,148 2,621,251 Total assets 2,744,721 2,660,329 Deposits 2,419,744 2,377,736 Total equity 205,280 177,187 Tangible equity (a) 183,456 155,363 ASSET QUALITY Net charge-offs (recoveries) $ 1,160 $ 941 Non-performing loans (d) 8,954 10,411 Non-performing assets (e) 9,606 10,737 Allowance for credit losses 21,388 22,517 Annualized net charge-offs (recoveries) to average loans 0.06 % 0.05 % Non-performing loans to total loans 0.43 % 0.53 % Non-performing assets to total assets 0.35 % 0.40 % Allowance for credit losses to total loans 1.03 % 1.14 % Allowance for credit losses to non-performing loans 238.87 % 216.28 % (a) See the GAAP to Non-GAAP reconciliations on pages 65-68.
The activity in the allowance for credit losses can be found in supporting tables in Note 4 to the Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report on Form 10-K. 39 Consolidated Financial Highlights (in thousands, except per share data) As of or for the Years Ended December 31, December 31, RESULTS OF OPERATIONS 2025 2024 Interest and dividend income $ 132,835 $ 127,564 Interest expense 45,678 53,505 Net interest income 87,157 74,059 Provision (credit) for credit losses 4,437 (46) Net interest income after provision for credit losses 82,720 74,105 Non-interest income 7,945 23,230 Non-interest expense 70,729 67,250 Income before income tax expense 19,936 30,085 Income tax expense 4,832 6,414 Net income $ 15,104 $ 23,671 Basic and diluted earnings per share $ 3.14 $ 4.96 Average basic and diluted shares outstanding 4,804 4,770 PERFORMANCE RATIOS Return on average assets 0.55 % 0.86 % Return on average equity 6.40 % 11.53 % Return on average tangible equity (a) 7.05 % 12.90 % Efficiency ratio (unadjusted) (b) 74.37 % 69.12 % Efficiency ratio (adjusted) (a) 63.00 % 68.89 % Non-interest expense to average assets 2.58 % 2.45 % Loans to deposits 99.95 % 86.42 % AVERAGE YIELDS / RATES - Fully Taxable Equivalent Yield on loans 5.62 % 5.57 % Yield on investments 2.35 % 2.28 % Yield on interest-earning assets 4.97 % 4.74 % Cost of interest-bearing deposits 2.37 % 2.79 % Cost of borrowings 5.83 % 5.03 % Cost of interest-bearing liabilities 2.50 % 2.87 % Cost of funds 1.86 % 2.15 % Interest rate spread 2.47 % 1.87 % Net interest margin, fully taxable equivalent (a) 3.26 % 2.76 % CAPITAL Total equity to total assets at end of year 9.40 % 7.76 % Tangible equity to tangible assets at end of year (a) 8.66 % 7.02 % Book value per share $ 52.97 $ 45.13 Tangible book value per share (a) 48.43 40.55 Year-end market value per share 55.80 48.81 Dividends declared per share 1.32 1.24 AVERAGE BALANCES Loans and loans held for sale (c) $ 2,145,759 $ 2,016,481 Interest-earning assets 2,680,133 2,698,148 Total assets 2,740,311 2,744,721 Deposits 2,390,295 2,419,744 Total equity 236,122 205,280 Tangible equity (a) 214,298 183,456 ASSET QUALITY Net charge-offs (recoveries) $ 1,872 $ 1,160 Non-performing loans (d) 7,908 8,954 Non-performing assets (e) 8,165 9,606 Allowance for credit losses 24,209 21,388 Annualized net charge-offs (recoveries) to average loans 0.09 % 0.06 % Non-performing loans to total loans 0.35 % 0.43 % Non-performing assets to total assets 0.30 % 0.35 % Allowance for credit losses to total loans 1.07 % 1.03 % Allowance for credit losses to non-performing loans 306.13 % 238.87 % (a) See the GAAP to Non-GAAP reconciliations on pages 68-70.
A comparison of the Bank’s actual capital ratios to the ratios required to be adequately or well-capitalized as of December 31, 2024 and 2023, is included in Footnote 19 of the audited Consolidated Financial Statements.
A comparison of the Bank’s actual capital ratios to the ratios required to be adequately or well capitalized as of December 31, 2025 and 2024, is included in Footnote 19 to the Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report on Form 10-K.
Under the repurchase program, the Corporation may repurchase up to 250,000 shares of its common stock, or approximately 5% of its then outstanding shares.
On January 8, 2021, the Corporation announced that the Board of Directors approved a stock repurchase program. Under the repurchase program, the Corporation may repurchase up to 250,000 shares of its common stock, or approximately 5% of its then outstanding shares.
The decrease was primarily due to net paydowns and maturities of $49.6 million, mainly due to paydowns on mortgage-backed securities and SBA pooled loan securities. The market value of securities available for sale decreased $0.7 million, due to unfavorable changes in market interest rates during the current year.
Also contributing to the decrease were net paydowns and maturities for the year totaling $43.1 million, mainly due to paydowns on mortgage-backed securities and SBA pooled loan securities. The market value of securities available for sale increased $21.0 million, due to favorable changes in market interest rates during the current year.
As of December 31, 2024 and December 31, 2023, the Corporation did not allocate any allowance for credit losses to its portfolios of available for sale or held to maturity debt securities, due to either the explicit or implicit U.S.
The allowance for credit losses covers a range of assets including loans, unfunded commitments, and debt securities, incorporating both quantitative and qualitative components. As of December 31, 2025 and 2024, the Corporation did not allocate any allowance for credit losses to its portfolios of available for sale or held to maturity debt securities, due to the explicit or implicit U.S.
Compensation expenses Compensation expenses increased $2.1 million, or 6.3%, when compared to the prior year, primarily due to increases of $1.6 million in salaries and wages and $0.7 million in pension and other employee benefits, offset by a decrease of $0.2 million in other components of net periodic pension benefits.
Compensation expense Compensation expense increased $3.4 million, or 9.5%, compared to the prior year, primarily due to increases of $2.1 million in salaries and wages as well as increases of $0.8 million in pension and other employee benefits and $0.5 million in other components of net periodic pension benefits.
Other Liabilities The increase in other liabilities can be mostly attributed to an increase in interest payable on deposits of $0.6 million. Shareholders’ equity The increase in shareholders' equity was due primarily to an increase of $17.8 million in retained earnings and a decrease of $0.9 million in accumulated other comprehensive loss.
The increase in shareholders' equity was due primarily to a decrease of $29.0 million in accumulated other comprehensive loss and an increase of $8.8 million in retained earnings.
The table below presents the amortized basis of commercial real estate loans by regional location of collateral and percentage as of December 31, 2024 and 2023 (dollars in thousands): Commercial real estate loans by regional location of collateral: 2024 % of Total 2023 % of Total % Change Capital Region $ 783,342 64.3 % $ 736,971 65.6 % 6.3 % Southern Tier & Finger Lakes 221,078 18.2 % 213,970 19.1 % 3.3 % Western New York 155,527 12.8 % 123,202 11.0 % 26.2 % Other 57,057 4.7 % 48,782 4.3 % 17.0 % Total $ 1,217,004 100.0 % $ 1,122,925 100.0 % 50 The Corporation closely monitors economic and credit trends for the industries in which its commercial real estate borrowers are involved.
The table below presents the amortized basis of commercial real estate loans by regional location of collateral and percentage as of December 31, 2025 and 2024 (dollars in thousands): Commercial real estate loans by regional location of collateral: 2025 % of Total 2024 % of Total % Change Capital Region $ 843,763 59.8 % $ 783,342 64.3 % 7.7 % Southern Tier & Finger Lakes 230,599 16.4 % 221,078 18.2 % 4.3 % Western New York 252,370 17.9 % 155,527 12.8 % 62.3 % Other (1) 82,995 5.9 % 57,057 4.7 % 45.5 % Total $ 1,409,727 100.0 % $ 1,217,004 100.0 % 15.8 % (1) Includes $77.6 million in commercial real estate loans located outside of New York State as of December 31, 2025. 54 The Corporation closely monitors economic and credit trends for the industries in which its commercial real estate borrowers are involved.
Although this portfolio generates interest income for the Corporation, it also serves as an available source of liquidity and capital if the need should arise.
The Corporation also maintains an investment portfolio of securities available for sale, comprised primarily of agency mortgage-backed securities, collateralized mortgage obligations, corporate bonds, and municipal bonds. Although this portfolio generates interest income for the Corporation, it also serves as an available source of liquidity and capital if the need should arise.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeThe Senior Loan Committee, consisting of the President and Chief Executive Officer, Chief Financial Officer and Treasurer (non-voting member), Chief Credit Officer, Chief Risk Officer, Business Client Division Manager, Divisional Presidents, and Commercial Loan Manager, implements the Board-approved loan policy.
Biggest changeThe Senior Loan Committee, consisting of the President and Chief Executive Officer, Chief Financial Officer and Treasurer (non-voting member), Chief Credit Officer, and other lending and risk related personnel, implements the Board-approved loan policy.
Chan g e in interest rates Percentage Increase (Decrease) in Present Value of Corporation's Equity 200 basis points decrease 4.95% 100 basis points decrease 3.72% 100 basis points increase 0.38% 200 basis points increase 1.02% Management does recognize the need for certain hedging strategies during periods of anticipated higher fluctuations in interest rates and the Funds Management Policy provides for limited use of certain derivatives in asset liability management. 68 Credit Risk The Corporation manages credit risk consistent with state and federal laws governing the making of loans through written policies and procedures; loan review to identify loan problems at the earliest possible time; collection procedures (continued even after a loan is charged off); an adequate allowance for credit losses; and continuing education and training to ensure lending expertise.
Chan g e in interest rates Percentage Increase (Decrease) in Present Value of Corporation's Equity 200 basis points decrease (0.60)% 100 basis points decrease 0.41% 100 basis points increase 2.64% 200 basis points increase 4.64% Management does recognize the need for certain hedging strategies during periods of anticipated higher fluctuations in interest rates and the Funds Management Policy provides for limited use of certain derivatives in asset liability management. 71 Credit Risk The Corporation manages credit risk consistent with state and federal laws governing the making of loans through written policies and procedures; loan review to identify loan problems at the earliest possible time; collection procedures (continued even after a loan is charged off); an adequate allowance for credit losses; and continuing education and training to ensure lending expertise.
Immediate increases of 100 basis points and 200 basis points in interest rates would positively impact the market value by 0.38% and 1.02%, respectively. All scenarios are within the Corporation's policy guidelines.
Immediate increases of 100 basis points and 200 basis points in interest rates would positively impact the market value by 2.64% and 4.64%, respectively. All scenarios are within the Corporation's policy guidelines.
Chan g e in interest rates Percentage Increase (Decrease) in Net Interest Income over 12 Months 200 basis points decrease 6.23% 100 basis points decrease 3.68% 100 basis points increase 1.23% 200 basis points increase 2.40% A related component of interest rate risk is the expectation that the market value of the Corporation’s equity account will fluctuate with changes in interest rates.
Chan g e in interest rates Percentage Increase (Decrease) in Net Interest Income over 12 Months 200 basis points decrease (0.71)% 100 basis points decrease 0.03% 100 basis points increase 4.23% 200 basis points increase 8.36% A related component of interest rate risk is the expectation that the market value of the Corporation’s equity account will fluctuate with changes in interest rates.
As of December 31, 2024, it is estimated that immediate decreases of 100 basis points and 200 basis points in interest rates would positively impact the market value of the Corporation’s capital account by 3.72% and 4.95%, respectively.
As of December 31, 2025, it is estimated that immediate decreases of 100 basis points and 200 basis points in interest rates would impact the market value of the Corporation’s capital account positively by 0.41% and negatively by 0.60%, respectively.
As of December 31, 2024, it is estimated that immediate decreases of 100 basis points and 200 basis points in interest rates would positively impact the next 12 months net interest income by 3.68% and 6.23%, respectively, while immediate increases of 100 basis points and 200 basis points would positively impact the next 12 months net interest income by 1.23% and 2.40%, respectively.
As of December 31, 2025, it is estimated that immediate decreases of 100 basis points and 200 basis points in interest rates would impact the next 12 months net interest income positively by 0.03% and negatively by 0.71%, respectively, while immediate increases of 100 basis points and 200 basis points would positively impact the next 12 months net interest income by 4.23% and 8.36%, respectively.

Other CHMG 10-K year-over-year comparisons