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[Form 4] COMMUNITY FINANCIAL SYSTEM, INC. Insider Trading Activity

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

Rhea-AI Filing Summary

Community Financial System, Inc. director Michele Sullivan reported a Form 4 transaction involving deferred equity awards tied to the company’s common stock. On 12/18/2025, the reporting person acquired 409.8698 units of phantom stock under a Deferred Compensation Plan for Directors at a reference price of $60.69 per unit. Each phantom stock unit is the economic equivalent of one share of Community Financial System, Inc. common stock and will be settled in stock at future dates chosen under the plans.

The filing notes these units were granted under the company’s 2022 Long-Term Incentive Plan and a separate Deferred Compensation Plan for Directors, and that additional small amounts of phantom stock were credited as dividend equivalents on specified dividend payment dates. Following these transactions, the director’s derivative holdings include phantom stock units that mirror shares of common stock for economic value, but are settled later instead of immediately delivering shares.

Positive

  • None.

Negative

  • None.
Insider Sullivan Michele
Role Director
Type Security Shares Price Value
Grant/Award Deferred Stock (Deferred Compensation) 409.87 $60.69 $25K
holding Phantom Stock (Deferred Stock Units) -- -- --
Holdings After Transaction: Deferred Stock (Deferred Compensation) — 3,062.671 shares (Direct); Phantom Stock (Deferred Stock Units) — 2,711.595 shares (Direct)
Footnotes (1)
  1. The reporting person has received deferred stock units under the Community Financial System, Inc. 2022 Long-Term Incentive Plan, as amended (the "LTIP"). 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. Includes 12.7836, 20.6277, and 22.811 units of phantom stock acquired as dividend equivalents on April 10, 2025, July 10, 2025, and October 10, 2025, respectively, under the LTIP. 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 for Directors (the "DCP for Directors"), will be settled in Community Financial System, Inc. common stock at future dates selected by the reporting person. Includes 13.3543, and 18.8141 units of phantom stock acquired on July 10, 2025, and October 10, 2025, respectively, under the DCP for Directors.
Form 4 Insider Transactions: What Each Field Means →
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)
12/18/2025
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
Phantom Stock (Deferred Stock Units) (1) (1) (1) Common Stock 2,711.5953 2,711.5953(2) D
Deferred Stock (Deferred Compensation) (3) 12/18/2025 A 409.8698 (3) (3) Common Stock 409.8698 $60.69 3,062.6708(4) 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 "LTIP"). 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 12.7836, 20.6277, and 22.811 units of phantom stock acquired as dividend equivalents on April 10, 2025, July 10, 2025, and October 10, 2025, respectively, under the LTIP.
3. 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 for Directors (the "DCP for Directors"), will be settled in Community Financial System, Inc. common stock at future dates selected by the reporting person.
4. Includes 13.3543, and 18.8141 units of phantom stock acquired on July 10, 2025, and October 10, 2025, respectively, under the DCP for Directors.
/s/ Danielle M. Cima, pursuant to Confirming Statement executed by Michele Sullivan 12/19/2025
** 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.

Source: View Original Filing on SEC EDGAR