Community Financial (CBU) Insider Boosts Holdings via Deferred Comp Plan

Rhea-AI Filing Summary

Community Financial System, Inc. (NYSE: CBU) filed a Form 4 disclosing that director Michele Sullivan acquired 476.977 units of phantom stock on 20 Jun 2025 through the company’s Deferred Compensation Plan. Each phantom unit is economically equivalent to one share of common stock and will be settled in CBU shares at future dates chosen by the director. The transaction was coded “A” (acquisition) and priced at $54.25 per phantom unit. Following the grant, Sullivan’s aggregate holding under the plan increased to 2,204.3146 phantom units, which already includes 12.2453 units received on 10 Apr 2025 via the plan’s dividend-reinvestment feature. No derivative dispositions or open-market sales were reported, and the filing indicates the director continues to hold the units directly. The Form 4 does not reference any 10b5-1 trading plan or other contractual arrangements beyond normal deferred-compensation participation.

Positive

• Director increased beneficial ownership by 476.977 phantom units, bringing total holdings to 2,204.3146 units, indicating continued alignment with shareholders.

Negative

• None.

Insights

Securities Analyst

TL;DR: Director received 477 deferred-compensation phantom shares; small, routine, mildly positive insider signal.

The acquisition is a routine deferred-compensation credit rather than an open-market purchase, limiting its signaling power. Still, the net increase reinforces insider alignment, taking total phantom ownership to about 2.2 k shares. The $54.25 reference value is close to recent trading levels, suggesting no discount. Because there were no sales or dispositions, the market impact should be neutral-to-slightly positive, primarily relevant for governance watchers rather than valuation drivers.

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^*

Sullivan Michele

(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)
06/20/2025

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

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
Deferred Stock (Deferred Compensation)	(1)	06/20/2025		A		476.977		(1)	(1)	Common Stock	476.977	$54.25	2,204.3146(2)	D

Explanation of Responses:

1. Each unit of phantom stock is the economic equivalent of one share of Community Financial System, Inc. common stock. The units of phantom stock relating to the Deferred Compensation Plan will be settled in Community Financial System, Inc. common stock at future dates selected by the reporting person.

2. Includes 12.2453 units of phantom stock acquired on April 10, 2025 under the Plan's dividend reinvestment feature.

	/s/ Danielle M. Cima, pursuant to Confirming Statement executed by Michele Sullivan	06/24/2025
	** 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 did CBU director Michele Sullivan report on the latest Form 4?

She acquired 476.977 phantom stock units on 20 Jun 2025 under the Deferred Compensation Plan.

How many Community Financial System phantom units does Sullivan now hold?

After the transaction she beneficially owns 2,204.3146 units.

Was the transaction an open-market purchase of CBU shares?

No. It was an acquisition under a deferred-compensation arrangement, not an open-market buy.

At what price were the phantom units valued?

The units were priced at $54.25 each, mirroring the economic value of CBU common stock.

Did the filing mention a Rule 10b5-1 trading plan?

The Form 4 does not reference any 10b5-1 plan for this transaction.