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COMMUNITY FINANCIAL SYSTEM, INC.
0000723188
0000723188
2026-02-11
2026-02-11
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 11, 2026

(Exact name of registrant as specified in
its charter)
| Delaware |
001-13695 |
16-1213679 |
(State or other
jurisdiction of
incorporation) |
(Commission File Number) |
(IRS Employer Identification
No.) |
| 5790 Widewaters Parkway, DeWitt, New York |
13214 |
| (Address
of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (315)
445-2282
(Former name or former
address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading
Symbol(s) |
Name
of each exchange on which registered |
| Common Stock, $1.00 par value per share |
CBU |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
| If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. | ¨ |
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On
February 11, 2026, Community Financial System, Inc.’s (the “Company”) Board of Directors (the “Board”) elected
Brenda M. Hall as a new independent director, effective as of March 1, 2026. Ms. Hall is the former Executive Vice President and Chief
Operating Officer of Standard Lines (“COO”) at Selective Insurance Group, Inc. (“Selective”), where she built
a distinguished 24-year career marked by progressive advancement and increasing leadership responsibilities.
During her tenure at Selective, Ms. Hall most recently served as Chief
Operating Officer from October 2019 until her retirement in January 2026. In this role, she oversaw the company’s largest business
segment, leading the development and execution of growth strategies, expansion into new geographic markets, enhancement of data-driven
operations, and integration of predictive modeling into underwriting processes. Prior to her role as COO, Ms. Hall held several senior
leadership positions at Selective, including Senior Vice President, Chief Strategic Operations Officer, and Senior Vice President, Director
of Field Underwriting.
The Board has determined that Ms. Hall qualifies
as an independent director under New York Stock Exchange and Board standards. With her appointment, the Board now consists of 14 directors,
13 of whom are independent. Ms. Hall has also joined the Board of Directors of Community Bank, N.A., the Company’s banking subsidiary,
and will serve on the Risk Committee of the Company and the Bank.
There are no arrangements or understandings with
any person regarding Ms. Hall’s selection as director. Ms. Hall has no related party transactions with the Company requiring disclosure
under Item 404(a) of Regulation S-K. She will receive compensation consistent with other non-employee directors, as described in the Company’s
Proxy Statement on Schedule 14A.
A copy of the press release announcing Ms. Hall’s
appointment is attached hereto as Exhibit 99.1 and is incorporated by reference into this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| 99.1 | Press Release, dated February 11, 2026, issued by Community Financial System, Inc. |
| 104 | Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL) |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
Community
Financial System, Inc. |
| |
|
| |
|
| |
By: |
/s/
Michael N. Abdo |
| |
Name: |
Michael
N. Abdo |
| |
Title:
|
Executive Vice President and General Counsel |
Dated: February 11, 2026
Exhibit Index
| Exhibit Number |
Description |
| |
|
| 99.1 |
Press Release, dated February 11, 2026, issued by Community Financial System, Inc. |
| |
|
| 104 |
Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL) |
Exhibit 99.1
|
News Release
For further information, please contact: |
| 5790 Widewaters Parkway, DeWitt, N.Y. 13214 |
Marya Burgio Wlos, EVP & Chief Financial Officer
Office: (315) 299-2946 |
Community
Financial System, Inc. Appoints Brenda M. Hall as New Independent Director
SYRACUSE,
N.Y. — February 11, 2026 — Community Financial System, Inc. (the “Company”) (NYSE: CBU) announced today the appointment
of Brenda M. Hall to its Board of Directors (the “Board”) as a new independent director, effective as of March 1, 2026. Ms.
Hall is the former Executive Vice President and Chief Operating Officer of Standard Lines at Selective Insurance Group, Inc. (“Selective”)
(Nasdaq: SIGI), where she built a distinguished 24-year career marked by progressive advancement and increasing leadership responsibilities.
During her tenure at Selective, Ms. Hall most recently served as Chief
Operating Officer from October 2019 until her retirement in January 2026. In this role, she oversaw the company’s largest business
segment, leading the development and execution of growth strategies, expansion into new geographic markets, enhancement of data-driven
operations, and integration of predictive modeling into underwriting processes. Prior to her role as COO, Ms. Hall held several senior
leadership positions at Selective, including Senior Vice President, Chief Strategic Operations Officer, and Senior Vice President, Director
of Field Underwriting.
Ms. Hall brings to the Board extensive C-suite level experience in
property and casualty insurance industry, with expertise in enterprise strategy, public company oversight, risk management, customer service,
and regulatory compliance. The Board has determined that Ms. Hall qualifies as an independent director under New York Stock Exchange
and Board standards. With her appointment, the Board now consists of 14 directors, 13 of whom are independent. Ms. Hall also joined the
Board of Directors of Community Bank, N.A. (the “Bank”), the Company’s banking subsidiary, and will serve on the Risk
Committee of the Company and the Bank.
“We are pleased to welcome Brenda M. Hall as a new independent
director to the Board of the Company and the Bank,” said Eric E. Stickels, Chair of the Board. “Brenda’s deep expertise
in the insurance industry and her extensive C-suite leadership experience will be invaluable as we continue to expand and enhance our
insurance services businesses. Her appointment underscores our ongoing commitment to enhancing the Board’s depth and expertise to
provide effective oversight of the Company and its subsidiaries.”
Dimitar A. Karaivanov, President and Chief Executive Officer, added,
“Brenda’s established track record at Selective demonstrates her ability to successfully lead and grow complex insurance operations.
Her experience and reputation will be instrumental as we expand and enhance our insurance and financial services to provide sustainable
and diversified revenue streams.”
About Community Financial System, Inc.
Community Financial System, Inc. is a diversified financial services
company that is focused on four main business lines – banking services, employee benefit services, insurance services and wealth
management services. Its banking subsidiary, Community Bank, N.A., is among the country’s 100 largest banking institutions with
over $17 billion in assets and operates approximately 200 customer facilities across Upstate New York, Northeastern Pennsylvania, Vermont,
Western Massachusetts and Southern New Hampshire. The Company’s Benefit Plans Administrative Services, Inc. subsidiary is a leading
provider of employee benefits administration, trust services, collective investment fund administration, and actuarial consulting services
to customers on a national scale. The Company’s OneGroup NY, Inc. subsidiary is a top 68 U.S. insurance agency. The Company also
offers comprehensive financial planning, trust administration and wealth management services through its Nottingham Financial Group operating
unit. The Company is listed on the New York Stock Exchange and the Company’s stock trades under the symbol CBU. For more information
about the Company and each of its four main business lines visit https://communityfinancialsystem.com.
###
This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the current beliefs and expectations of
CBU’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking
statements. The following factors, among others, could cause the actual results of CBU’s operations to differ materially from its
expectations: the macroeconomic and other challenges and uncertainties related to or resulting from current and future economic and market
conditions, including the effects on CRE and housing or vehicle prices, unemployment rates, high inflation, U.S. fiscal debt, budget and
tax matters, geopolitical matters, tariffs and global economic growth; fiscal and monetary policies of the Federal Reserve Board; the
potential adverse effects of unusual and infrequently occurring events; litigation and actions of regulatory authorities; management’s
estimates and projections of interest rates and interest rate policies; the effect of changes in the level of checking, savings, or money
market account deposit balances and other factors that affect net interest margin; future provisions for credit losses on loans and debt
securities; changes in nonperforming assets; ability to contain costs in inflationary conditions; the effect on financial market valuations
on CBU’s fee income businesses, including its employee benefit services, wealth management services, and insurance services businesses;
the successful integration of operations of its acquisitions and performance of new branches; competition; changes in legislation or regulatory
requirements, including capital requirements; and the timing for receiving regulatory approvals and completing merger and acquisition
transactions. For more information about factors that could cause actual results to differ materially from CBU’s expectations, refer
to its annual, periodic and other reports filed with the Securities and Exchange Commission (“SEC”), including the discussion
under the “Risk Factors” section of such reports filed with the SEC and available on CBU’s website at https://communityfinancialsystem.com
and on the SEC’s website at https://sec.gov. Further, any forward-looking statement speaks only as of the date on which it is made,
and CBU undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the
statement is made or to reflect the occurrence of unanticipated events.