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Community Financial System (NYSE: CBU) sets 2026 buyback plan and new Chief Banking Officer

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Community Financial System, Inc. announced an executive succession and a new share repurchase program. Longtime executive Jeffrey M. Levy retired as Senior Vice President and Chief Banking Officer of Community Bank, N.A., and was succeeded by Matthew K. Durkee, effective January 1, 2026. To support the transition, Mr. Levy will provide advisory services under a consulting agreement from January 5, 2026 through June 30, 2026 for a monthly fee of $25,000.

The board also approved an annual stock repurchase program authorizing the buyback of up to 2,633,000 shares of common stock during the twelve-month period starting January 1, 2026, at management’s discretion and subject to regulatory approval. This authorization replaces the prior program, under which the company repurchased 206,054 shares during 2025.

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Insights

Planned leadership transition is paired with a sizable new share repurchase program.

Community Financial System, Inc. has executed a planned leadership transition at its banking subsidiary while maintaining continuity. Jeffrey M. Levy retired as Senior Vice President and Chief Banking Officer, and Matthew K. Durkee, previously President, Commercial Banking, assumed the Chief Banking Officer role effective January 1, 2026. A consulting agreement with Mr. Levy, running from January 5, 2026 through June 30, 2026 at $25,000 per month, is designed to keep his expertise available during the handover.

On the capital side, the board approved an annual stock repurchase program authorizing the repurchase of up to 2,633,000 common shares during the twelve-month period starting January 1, 2026. Repurchases are subject to regulatory approval and will occur at management’s discretion in open market or privately negotiated transactions under Rule 10b-18. The new authorization replaces a program that saw 206,054 shares repurchased in 2025, indicating continued use of buybacks as a capital deployment tool, though actual impact will depend on how much of the authorization is utilized.

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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): December 31, 2025

 

 height: 30px

 

(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.

 

(b)(e) Consistent with the previously announced succession plan, on December 31, 2025, Jeffrey M. Levy retired from his position as Senior Vice President (“SVP”) and Chief Banking Officer of Community Bank, N.A. (the “Bank”), Community Financial System, Inc.’s (the “Company”) wholly owned subsidiary. Matthew K. Durkee, the Bank’s former President, Commercial Banking, has succeeded Mr. Levy as the Bank’s SVP and Chief Banking Officer, effective as of January 1, 2026. Mr. Durkee joined the Bank in January 2022 as the President of the New England Region and was appointed as the President, Commercial Banking in January 2024.

 

To ensure a smooth transition, the Bank entered into a consulting agreement with Mr. Levy. Under this agreement, Mr. Levy will provide advisory consulting services as requested by the Bank from January 5, 2026 through June 30, 2026, for a monthly fee of $25,000.

 

Item 8.01        Other Events

 

On December 17, 2025, the Company’s Board of Directors approved its annual stock repurchase program authorizing the repurchase, at the discretion of senior management and subject to approval by the Company’s regulators, of up to 2,633,000 shares of the Company’s common stock during the twelve-month period starting January 1, 2026.

 

Such repurchases may be made at the discretion of senior management depending on market conditions and other relevant factors and will be acquired through open market or privately negotiated transactions as permitted under Rule 10b-18 of the Securities Exchange Act of 1934 and other applicable regulatory and legal requirements. This new authorization replaces the previous program, which expired on December 31, 2025, under which the Company repurchased 206,054 shares during 2025.

 

 

 

 

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: January 6, 2026

 

 

 

FAQ

What executive leadership changes did Community Financial System (CBU) disclose?

The company reported that Jeffrey M. Levy retired as Senior Vice President and Chief Banking Officer of Community Bank, N.A. on December 31, 2025. Matthew K. Durkee, formerly President, Commercial Banking, succeeded him as Senior Vice President and Chief Banking Officer effective January 1, 2026.

What are the terms of Jeffrey M. Levy’s consulting agreement with Community Bank, N.A.?

To support the transition, Community Bank, N.A. entered into a consulting agreement under which Jeffrey M. Levy will provide advisory consulting services as requested from January 5, 2026 through June 30, 2026. He will receive a $25,000 monthly fee for these services.

How large is Community Financial System’s new stock repurchase authorization starting in 2026?

The Board of Directors approved an annual stock repurchase program authorizing the repurchase of up to 2,633,000 shares of common stock during the twelve-month period starting January 1, 2026. Repurchases are at senior management’s discretion and subject to regulatory approval.

How does the new Community Financial System buyback program compare to the prior one?

The new authorization for up to 2,633,000 shares replaces the previous program, which expired on December 31, 2025. Under the prior program, the company repurchased 206,054 shares during 2025.

How will Community Financial System execute its 2026 stock repurchases?

Repurchases under the new program may be made at senior management’s discretion depending on market conditions and other factors. Shares can be acquired through open market or privately negotiated transactions as permitted under Rule 10b-18 of the Securities Exchange Act of 1934 and other applicable regulations.

Is the Community Financial System 2026 repurchase program subject to any approvals?

Yes. The annual stock repurchase program authorizing up to 2,633,000 shares of common stock is subject to approval by the company’s regulators and will be implemented at the discretion of senior management.

Community Financial System Inc

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