Community Financial (NYSE: CBU) director settles phantom stock units into common shares

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

COMMUNITY FINANCIAL SYSTEM, INC. director Sally A. Steele reported a routine equity compensation event involving phantom stock units tied to common shares.

On April 29, 2026, her phantom stock units were settled for 9 shares of common stock, while 0.4418 shares were settled in cash at $63.17 per share. This reflects the exercise and conversion of deferred stock units granted under the company’s 2022 Long-Term Incentive Plan.

Following these transactions, Steele directly holds 41,227 shares of common stock and 1,230.7635 phantom stock units, and indirectly holds 4,585 shares jointly with her brother. These phantom units are economically equivalent to common shares and are designed to be settled in stock at predetermined dates, aligning director compensation with shareholder value.

Insider Trade Summary

9 shares exercised/converted

Mixed 3 txns

Insider STEELE SALLY A

Role null

Type	Security	Shares	Price	Value
Exercise	Phantom Stock (Deferred Stock Units)	9	$0.00	--
Exercise	Common Stock	9	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Phantom Stock (Deferred Stock Units) — 1,230.764 shares (Direct, null); Common Stock — 41,227 shares (Direct, null); Common Stock — 4,585 shares (Indirect, Joint with brother)

Footnotes (1)

On April 29, 2026, the reporting person's phantom stock units were settled for 9 shares of Community Financial System, Inc. common stock, and .4418 shares were settled in cash at the price of $63.17 per share. 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 9.4418 units of phantom stock acquired on April 10, 2026 under the LTIP's dividend reinvestment feature.

Key Figures

Common shares from phantom settlement: 9 shares Cash-settled phantom equivalent: 0.4418 shares at $63.17 Direct common stock holdings: 41,227 shares +3 more

6 metrics

Common shares from phantom settlement 9 shares Phantom stock units settled on April 29, 2026

Cash-settled phantom equivalent 0.4418 shares at $63.17 Portion of phantom stock settled in cash

Direct common stock holdings 41,227 shares Shares held directly after transactions

Indirect common stock holdings 4,585 shares Shares held jointly with brother after transactions

Remaining phantom stock units 1,230.7635 units Deferred stock units outstanding after settlement

Exercise/conversion transactions 2 transactions Derivative exercise/conversion events in Form 4

Key Terms

Phantom Stock (Deferred Stock Units), deferred stock units, 2022 Long-Term Incentive Plan, dividend reinvestment feature, +1 more

5 terms

Phantom Stock (Deferred Stock Units) financial

"Phantom Stock (Deferred Stock Units)"

deferred stock units financial

"The reporting person has received deferred stock units under the Community Financial System, Inc. 2022 Long-Term Incentive Plan"

Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.

2022 Long-Term Incentive Plan financial

"under the Community Financial System, Inc. 2022 Long-Term Incentive Plan, as amended (the "LTIP")"

dividend reinvestment feature financial

"Includes 9.4418 units of phantom stock acquired on April 10, 2026 under the LTIP's dividend reinvestment feature."

economic equivalent financial

"Each phantom stock unit which represents a deferred stock unit is the economic equivalent of one share of Community Financial System, Inc. common stock"

Form 4 Insider Transactions: What Each Field Means →

05/01/2026 - 04:29 PM

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^*

STEELE SALLY A

(Last)

(First)

(Middle)

C/O COMMUNITY FINANCIAL SYSTEM, INC.

333 BUTTERNUT DRIVE

(Street)

SYRACUSE

NEW YORK

13214

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/29/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/29/2026		M		9	A	⁽¹⁾	41,227	D
Common Stock								4,585	I	Joint with brother

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock (Deferred Stock Units)	⁽²⁾	04/29/2026		M			9	⁽²⁾	⁽²⁾	Common Stock	9	⁽¹⁾	1,230.7635⁽³⁾	D

Explanation of Responses:

1. On April 29, 2026, the reporting person's phantom stock units were settled for 9 shares of Community Financial System, Inc. common stock, and .4418 shares were settled in cash at the price of $63.17 per share.

2. 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.

3. Includes 9.4418 units of phantom stock acquired on April 10, 2026 under the LTIP's dividend reinvestment feature.

	/s/ Danielle M. Cima, pursuant to a Confirming Statement executed by Sally A. Steele	05/01/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did CBU director Sally A. Steele report?

Sally A. Steele reported settlement of phantom stock units into common shares. On April 29, 2026, 9 phantom units converted into 9 shares of Community Financial System, Inc. common stock, with 0.4418 share-equivalent settled in cash at $63.17 per share.

How many CBU common shares does Sally A. Steele hold after this Form 4?

After the reported transactions, Sally A. Steele directly holds 41,227 shares of Community Financial System, Inc. common stock. She also indirectly holds 4,585 shares jointly with her brother, providing both direct and joint ownership exposure to CBU’s equity.

What are phantom stock (deferred stock units) in the CBU filing?

Phantom stock units in the CBU filing are deferred stock units economically equivalent to one common share each. They are granted under the 2022 Long-Term Incentive Plan and will be settled in Community Financial System, Inc. common stock at predetermined future dates.

How many phantom stock units does the CBU director hold after settlement?

Following the April 29, 2026 settlement, Sally A. Steele holds 1,230.7635 phantom stock units. These units represent deferred stock compensation that tracks Community Financial System, Inc. common stock value and are intended to be settled in shares at scheduled times.

Was any part of the CBU phantom stock settlement paid in cash?

Yes. In addition to 9 shares of common stock, 0.4418 share-equivalent of phantom stock was settled in cash. The cash settlement used a reference price of $63.17 per share, according to the footnotes in the Form 4 filing.

Under which plan were the CBU deferred stock units granted?

The deferred stock units were granted under Community Financial System, Inc.’s 2022 Long-Term Incentive Plan, as amended. This plan provides phantom stock units that mirror common stock value and are ultimately settled in shares at predetermined dates for eligible participants.