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Community Financial System (CBU) director reports stock and unit changes

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Community Financial System, Inc. reported that one of its directors completed several equity transactions in the company’s common stock. On 12/16/2025, the director exercised a stock option and acquired 4,246 shares of common stock at $38.02 per share, then reported a separate transaction coded "F" involving the disposition of 2,683 shares at $60.18 per share. After these moves, the director directly owned 71,391.3212 shares of common stock.

The filing also shows derivative holdings in the form of 1,244.9435 phantom stock (deferred stock units) under the Community Financial System, Inc. 2022 Long-Term Incentive Plan. Each phantom unit is the economic equivalent of one share of common stock and will be settled in stock at a predetermined date. This total includes 9.4706 and 10.4729 phantom units acquired on July 10, 2025 and October 10, 2025 as dividend equivalents. The stock option for 4,246 shares at $38.02, originally expiring on 03/16/2026, is shown as fully exercised.

Positive

  • None.

Negative

  • None.
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Parente John

(Last) (First) (Middle)
C/O COMMUNITY FINANCIAL SYSTEM, INC.
5790 WIDEWATERS PARKWAY

(Street)
DEWITT NY 13214

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
COMMUNITY FINANCIAL SYSTEM, INC. [ CBU ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/16/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/16/2025 M 4,246 A $38.02 74,074.3212 D
Common Stock 12/16/2025 F 2,683 D $60.18 71,391.3212 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock (Deferred Stock Units) $0 (1) (1) Common Stock 1,244.9435 1,244.9435(2) D
Stock Option $38.02 12/16/2025 M 4,246 03/16/2016 03/16/2026 Common Stock 4,246 $0 0 D
Explanation of Responses:
1. The reporting person has received deferred stock units under the Community Financial System, Inc. 2022 Long-Term Incentive Plan, as amended (the "Plan"). Each phantom stock unit which represents a deferred stock unit is the economic equivalent of one share of Community Financial System, Inc. common stock and will be settled in common stock at a predetermined date.
2. Includes 9.4706, and 10.4729 units of phantom stock acquired on July 10, 2025, and October 10, 2025, respectively, as dividend equivalents under the Plan.
/s/ Danielle M. Cima, pursuant to a Confirming Statement executed by John Parente 12/17/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Community Financial System (CBU) report in this filing?

A director of Community Financial System, Inc. reported exercising a stock option for 4,246 shares of common stock at $38.02 per share on 12/16/2025, followed by a transaction coded "F" involving the disposition of 2,683 shares at $60.18 per share.

How many Community Financial System (CBU) shares does the director own after these transactions?

After the reported transactions on 12/16/2025, the director directly owned 71,391.3212 shares of Community Financial System, Inc. common stock.

What happened to the stock option reported in the Community Financial System (CBU) Form 4?

The filing shows a stock option with an exercise price of $38.02 for 4,246 shares, originally exercisable from 03/16/2016 to 03/16/2026. On 12/16/2025, the option was exercised for all 4,246 shares, and the number of derivative securities remaining is reported as 0.

What phantom stock or deferred stock units does the Community Financial System (CBU) director hold?

The director holds 1,244.9435 phantom stock (deferred stock units) under the Community Financial System, Inc. 2022 Long-Term Incentive Plan. Each phantom unit is the economic equivalent of one share of common stock and will be settled in common stock at a predetermined date.

How were dividend equivalents reflected in the Community Financial System (CBU) deferred stock units?

The total phantom stock units include 9.4706 and 10.4729 units acquired on July 10, 2025 and October 10, 2025, respectively, as dividend equivalents under the company’s long-term incentive plan.

What is the reporting person’s relationship to Community Financial System (CBU)?

The reporting person is identified as a Director of Community Financial System, Inc. and the Form 4 is indicated as being filed by one reporting person.

Community Financial System Inc

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