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Brenda Hall joins Community Financial (NYSE: CBU) board

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8-K

Rhea-AI Filing Summary

Community Financial System, Inc. appointed Brenda M. Hall as a new independent director to its Board, effective March 1, 2026. She also joins the Board of Community Bank, N.A. and will serve on the Risk Committee for both the Company and the Bank.

Hall is the former Executive Vice President and Chief Operating Officer of Standard Lines at Selective Insurance Group, Inc., where she led the company’s largest business segment and held multiple senior roles over a 24-year career. With her appointment, the Board now has 14 directors, 13 of whom are independent.

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false 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

 

99.1Press Release, dated February 11, 2026, issued by Community Financial System, Inc.

 

104Cover 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.

 

 

FAQ

Who was appointed to Community Financial System, Inc. (CBU)'s Board?

Community Financial System, Inc. appointed Brenda M. Hall as a new independent director. She brings 24 years of leadership experience from Selective Insurance Group, Inc., including service as Chief Operating Officer of its largest business segment overseeing growth, operations, and underwriting capabilities.

When does Brenda M. Hall’s role on Community Financial System, Inc. (CBU)'s Board become effective?

Brenda M. Hall’s appointment becomes effective March 1, 2026. She was elected by the Board on February 11, 2026, and will serve as an independent director for the Company and its banking subsidiary, including membership on their respective Risk Committees.

Is Brenda M. Hall considered an independent director at Community Financial System, Inc. (CBU)?

Yes, Brenda M. Hall is classified as an independent director. The Board determined she meets independence standards under New York Stock Exchange and Board criteria, contributing to a Board composition of 14 directors, 13 of whom are independent after her appointment.

What committees will Brenda M. Hall serve on at Community Financial System, Inc. (CBU)?

Brenda M. Hall will serve on the Risk Committee of both Community Financial System, Inc. and its banking subsidiary, Community Bank, N.A. Her risk management and regulatory compliance experience from the insurance industry supports these committee responsibilities.

What is Brenda M. Hall’s professional background before joining Community Financial System, Inc. (CBU)'s Board?

Brenda M. Hall previously served as Chief Operating Officer of Standard Lines at Selective Insurance Group, Inc. She held several senior leadership roles over 24 years, overseeing growth strategies, geographic expansion, data-driven operations, and predictive modeling in underwriting.

How did Brenda M. Hall’s appointment change Community Financial System, Inc. (CBU)'s Board composition?

Her appointment increased the Board to 14 directors, of whom 13 are independent. This strengthens the Board’s depth and expertise while maintaining a high proportion of independent oversight across the Company and its banking subsidiary.

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