Community Financial (NYSE: CBU) director exercises options and sells 4,000 shares

Rhea-AI Filing Summary

Community Financial, Inc. director Sally A. Steele reported an option exercise and share sale in the company’s common stock. On February 3, 2026, she exercised stock options for 4,000 shares at $23.04 per share, increasing her directly held common stock to 43,964 shares before the sale.

That same day, she sold 4,000 common shares at a weighted average price of $64.1201, leaving 39,964 shares held directly. She also reports 4,585 common shares held indirectly, jointly with her brother, and 1,265.3149 phantom stock units that are economically equivalent to common shares and will be settled in stock at a predetermined date.

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

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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.

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)
02/03/2026

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	02/03/2026		M		4,000	A	$23.04	43,964	D
Common Stock	02/03/2026	02/03/2026	S		4,000	D	$64.1201(1)	39,964	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock (Deferred Stock Units)	(2)							(2)	(2)	Common Stock	1,265.3149		1,265.3149(3)	D
Stock Option	$23.04	02/03/2026		M			4,000	12/21/2005	12/31/2026	Common Stock	4,000	$0	16,001	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.00 to $64.255, inclusive. The reporting person undertakes to provide Community Financial System, Inc., any security holder of Community Financial System, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

2. 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.

3. Includes 9.4706, 10.4729, and 9.6079 units of phantom stock acquired on July 10, 2025, October 10, 2025, and January 12, 2026, respectively, under the Plan's dividend reinvestment feature.

	/s/ Danielle M. Cima, pursuant to a Confirming Statement executed by Sally A. Steele	02/05/2026
	** 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.

FAQ

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

Sally A. Steele reported exercising 4,000 stock options at $23.04 per share and selling 4,000 Community Financial, Inc. common shares at a weighted average price of $64.1201 on February 3, 2026. These transactions adjusted her direct and indirect ownership positions in the company’s stock.

At what price did Sally A. Steele sell CBU common stock?

She sold 4,000 Community Financial, Inc. common shares at a weighted average price of $64.1201. The shares were sold in multiple trades at prices ranging from $64.00 to $64.255. She undertook to provide detailed trade breakdowns to the company, shareholders, or regulators upon request.

How many CBU shares does Sally A. Steele own after the reported transactions?

After the reported activity, she holds 39,964 Community Financial, Inc. common shares directly. She also reports 4,585 common shares held indirectly, jointly with her brother, along with 16,001 stock options and 1,265.3149 phantom stock units tied economically to the company’s common stock.

What stock options did Sally A. Steele exercise in this CBU Form 4?

She exercised stock options covering 4,000 Community Financial, Inc. common shares at an exercise price of $23.04 on February 3, 2026. Following this exercise, she reports owning 16,001 derivative securities (stock options) related to Community Financial, Inc. common stock, all held directly.

What are the phantom stock (deferred stock units) reported by Sally A. Steele for CBU?

The Form 4 shows 1,265.3149 phantom stock units under Community Financial System, Inc.’s 2022 Long-Term Incentive Plan. Each unit is economically equivalent to one common share and will be settled in Community Financial, Inc. common stock at a predetermined date, including amounts from dividend reinvestment.

How are Sally A. Steele’s indirect CBU holdings structured?

In addition to directly held shares, Sally A. Steele reports 4,585 Community Financial, Inc. common shares held indirectly, described as “Joint with brother.” This indicates shared ownership of those shares with her brother, separate from the 39,964 shares she holds directly in her own name.