Form 8-K

8-K — COMMUNITY FINANCIAL SYSTEM, INC.

Accession: 0001104659-26-068535

Filed: 2026-06-01

Period: 2026-06-01

CIK: 0000723188

SIC: 6021 (NATIONAL COMMERCIAL BANKS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2615918d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2615918d1_ex99-1.htm)

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COMMUNITY FINANCIAL SYSTEM, INC.

0000723188

2026-06-01

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UNITED STATES

SECURITIES AND

EXCHANGE COMMISSION

WASHINGTON, D.C.

20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

June 1, 2026

(Exact name of registrant as specified in

its charter)

Delaware

001-13695

16-1213679

(State or other jurisdiction

incorporation)

(Commission File

Number)

(IRS Employer Identification

No.)

333 Butternut Drive, Syracuse, New York

13214

(Address

of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (315)

445-2282

(Former name or former

address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common Stock, $1.00 par value per share

CBU

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging

growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ¨

Item 8.01 Other Events.

On June 1, 2026, Community Financial System, Inc.

(the “Company”) announced that its wholly-owned subsidiary, Community Bank, N.A. (“Community Bank”), completed

its acquisition of ClearPoint Federal Bank & Trust, a federally chartered savings association (“ClearPoint”), as

contemplated by the previously announced Agreement and Plan of Merger, as amended, dated as of January 14, 2026, by and among Community

Bank, ClearPoint, and Michael Devlin, solely in his capacity as the representative for the shareholders of ClearPoint.

ClearPoint is a national leader in trust

administration for the approximately $20 billion death care industry, with over $1.5 billion of assets under management and a

historical three-year revenue compound annual growth rate of 9.7%. The transaction significantly expands the revenue and offerings

of Nottingham Financial Group, the Company’s wealth management services business, and is consistent with the Company’s

strategic focus on deploying capital into durable, recurring, and growing income streams. The newly acquired business will operate

as ClearPoint Trust, a division of Community Bank.

A copy of the press release, dated June 1,

2026, issued by the Company to announce the closing is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release, dated June 1, 2026, issued by Community Financial System, Inc.

104 Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Community

Financial System, Inc.

By:

/s/

Michael N. Abdo

Name:

Michael

N. Abdo

Title:

Executive

Vice President and General Counsel

Dated: June 1, 2026

Exhibit Index

Exhibit Number

Description

99.1

Press Release, dated June 1, 2026, issued by Community Financial

System,Inc.

104

Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

EX-99.1 — EXHIBIT 99.1

EX-99.1

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Exhibit 99.1

News

Release

For

further information, please contact:

333

Butternut Drive

Syracuse,

N.Y. 13214

Marya

Burgio Wlos,

EVP & Chief Financial Officer

Office:

(315) 299-2946

Community

Financial System, Inc. Completes Acquisition

ClearPoint Federal Bank & Trust

SYRACUSE,

N.Y. — June 1, 2026 — Community Financial System, Inc. (NYSE: CBU) (the “Company”) through its

wholly-owned banking subsidiary, Community Bank, N.A., is pleased to announce the completion of its acquisition of ClearPoint

Federal Bank & Trust (“ClearPoint”). ClearPoint is a national leader in trust administration for the

approximately $20 billion death care industry, with over $1.5 billion of assets under management and a historical three-year revenue

compound annual growth rate of 9.7%. The transaction significantly expands the revenue and offerings of Nottingham Financial Group

(“NFG”), the Company’s wealth management services business, and is consistent with the Company’s strategic

focus on deploying capital into durable, recurring, and growing income streams. The new business will operate as ClearPoint Trust, a

division of Community Bank, N.A.

Dimitar

A. Karaivanov, President and Chief Executive Officer of the Company, stated, “We are excited about the opportunity ClearPoint Trust

brings to NFG’s expanding suite of products and services. The Company seeks innovative and sustainable sources of revenue, and

the chance to provide funeral and cemetery trust services to this large and growing market is an excellent way to diversify and build

on existing strengths. ClearPoint Trust’s team has extensive experience providing financial services to funeral homes and cemeteries,

and with the greater resources the Company can provide, we expect this line of business to deliver a consistent and growing contribution

to the Company’s bottom line.”

The

all-cash transaction is valued at $39 million, subject to potential purchase price adjustment.

D.A.

Davidson & Co. served as financial advisor, and Luse Gorman, PC served as legal advisor to Community Financial System, Inc.

ClearPoint Federal Bank & Trust was advised by Keefe, Bruyette & Woods, Inc., a Stifel Company, and Covington &

Burling LLP served as its legal counsel.

About

Community Financial System, Inc.

Community

Financial System, Inc. is a diversified financial services company that is focused on four main business lines – banking services,

employee benefit services, insurance services and wealth management services. Its banking subsidiary, Community Bank, N.A., is among

the country’s 100 largest banking institutions with over $17 billion in assets and operates approximately 200 customer facilities

across Upstate New York, Northeastern Pennsylvania, Vermont, Western Massachusetts and Southern New Hampshire. The Company’s Benefit

Plans Administrative Services, Inc. subsidiary is a leading provider of employee benefits administration, trust services, collective

investment fund administration, and actuarial consulting services to customers on a national scale. The Company’s OneGroup NY, Inc.

subsidiary is a top 68 U.S. insurance agency. The Company also offers comprehensive financial planning, trust administration and wealth

management services through its Nottingham Financial Group operating unit. The Company is listed on the New York Stock Exchange and the

Company’s stock trades under the symbol CBU. For more information about the Company and each of its four main business lines visit

https://communityfinancialsystem.com.

###

This

press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements

are based on the current beliefs and expectations of CBU’s management and are subject to significant risks and uncertainties. Actual

results may differ from those set forth in the forward-looking statements. The following factors, among others, could cause the actual

results of CBU’s operations to differ materially from its expectations: the macroeconomic and other challenges and uncertainties

related to or resulting from current and future economic and market conditions, including the effects on CRE and housing or vehicle prices,

unemployment rates, high inflation, U.S. fiscal debt, budget and tax matters, geopolitical matters, tariffs and global economic growth;

fiscal and monetary policies of the Federal Reserve Board; the potential adverse effects of unusual and infrequently occurring events;

litigation and actions of regulatory authorities; management’s estimates and projections of interest rates and interest rate policies;

the effect of changes in the level of checking, savings, or money market account deposit balances and other factors that affect net interest

margin; future provisions for credit losses on loans and debt securities; changes in nonperforming assets; ability to contain costs in

inflationary conditions; the effect on financial market valuations on CBU’s fee income businesses, including its employee benefit

services, wealth management services, and insurance services businesses; the successful integration of operations of its acquisitions

and performance of new branches; competition; changes in legislation or regulatory requirements, including capital requirements; and

the timing for receiving regulatory approvals and completing merger and acquisition transactions. For more information about factors

that could cause actual results to differ materially from CBU’s expectations, refer to its annual, periodic and other reports filed

with the Securities and Exchange Commission (“SEC”), including the discussion under the “Risk Factors” section

of such reports filed with the SEC and available on CBU’s website at https://communityfinancialsystem.com and on the SEC’s

website at https://sec.gov. Further, any forward-looking statement speaks only as of the date on which it is made, and CBU undertakes

no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made

or to reflect the occurrence of unanticipated events.

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