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false COMMUNITY FINANCIAL SYSTEM, INC. 0000723188 0000723188 2025-06-24 2025-06-24 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

  

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 24, 2025

 

 

 

(Exact name of registrant as specified in its charter)

 

Delaware 001-13695 16-1213679
(State or other jurisdiction of
incorporation)
(Commission File Number) (IRS Employer Identification No.)

 

5790 Widewaters Parkway, DeWitt, New York 13214
(Address of principal executive offices) (Zip Code)

  

Registrant’s telephone number, including area code: (315) 445-2282

 

Not applicable.

 

(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 Matters.

 

On June 24, 2025, Community Bank, N.A. (the “Community Bank”), the wholly-owned banking subsidiary of Community Financial System, Inc. (the “Company”), entered into a Purchase and Assumption Agreement (the “Agreement”) with Santander Bank, N.A. (“Santander”) pursuant to which Community Bank agreed to acquire certain assets and assume certain liabilities of seven Santander branch offices located in Allentown, Pennsylvania area (the “Branches”). Subject to the terms of the Agreement, Community Bank will acquire approximately $600 million in deposits and approximately $33 million in branch-related loans. Community Bank will pay a deposit premium of 8.0%, or approximately $48 million, in estimated cash consideration to Santander Bank for the branch assets and liabilities. In addition, Community Bank’s wholly-owned subsidiary, Nottingham Investment Services, Inc., has agreed to purchase related wealth management relationships from Santander’s affiliate, Santander Securities LLC.

 

The Agreement contains certain customary representations, warranties, and covenants of the parties, including, among others, covenants providing that (i) Community Bank offer employment to the Branch employees, (ii) Santander shall conduct the business at the Branches in the ordinary course during the period between the execution of the Agreement and consummation of the acquisition, and (iii) Santander is subject to certain non-compete and non-solicitation covenants relating to the Branches and the business being acquired by Community Bank. The acquisition is subject to receipt of all required regulatory approvals, as well as other customary conditions to closing, including the execution and delivery of related transaction documents. The acquisition is expected to be completed in the fourth quarter of 2025.

 

A copy of the press release, dated June 25, 2025, issued by the Company to announce the execution of the Agreement, is attached hereto as Exhibit 99.1.

 

Item 9.01 Financial Statements and Exhibits

 

(d)       Exhibits

 

99.1 Press Release, dated June 25, 2025, 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 25, 2025    

  

 


 

Exhibit Index

 

Exhibit Number   Description  
   
99.1   Press Release, dated June 25, 2025, issued by Community Financial System, Inc.
   
104 Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

 

 

 

EX-99.1 2 tm2518970d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

News Release
For further information, please contact:
   
5790 Widewaters Parkway, DeWitt, N.Y. 13214 Marya Burgio Wlos, EVP & Chief Financial Officer
  Office: (315) 299-2946

 

Community Bank Accelerates Greater Lehigh Valley PA Expansion

 

SYRACUSE, N.Y. — June 25, 2025 — Community Bank, N.A. (“Community Bank”), a subsidiary of Community Financial System, Inc. (NYSE: CBU), announced today it has entered into a Purchase and Assumption Agreement with Santander Bank, N.A. (“Santander Bank”) to acquire seven branch locations in the Allentown, PA area as well as certain branch related loans and deposits. In addition, Community Bank will purchase related wealth management relationships. The transaction is expected to close during the fourth quarter of 2025 subject to customary regulatory approval. All branches will remain open and all employees will be offered continued employment.

 

The transaction accelerates Community Bank’s de novo expansion in the Greater Lehigh Valley and complements its existing commercial and consumer lending presence in the market. The acquisition, together with Community Bank’s existing branches in the market and its pending de novo locations, brings Community Bank’s total retail locations in the Greater Lehigh Valley to 12, resulting in a Top 5 market position.

 

Community Bank anticipates assuming approximately $600 million in deposits and purchasing approximately $33 million in branch-related loans. Community Bank will pay a deposit premium of 8.0%, or approximately $48 million, in estimated cash consideration to Santander Bank for the branch assets and liabilities. Community Financial System, Inc. expects the transaction to be slightly accretive to earnings.

 

Lazard Frères & Co served as financial advisor, and Luse Gorman, PC served as legal advisor to Community Financial System, Inc. Ambassador Financial Group also assisted Community Financial System, Inc. in this Lehigh Valley expansion.

 

For more information on Community Bank’s checking and savings accounts, credit cards, mortgages, personal and business loans, and financial planning, visit cbna.com. Better banking starts with trust, and Community Bank is honored to have been consistently ranked as one of America’s Best Banks by Forbes magazine.

 

Community Bank, N.A. is a Member FDIC and Equal Housing Lender.

 


About Community Financial System, Inc.

 

Community Financial System, Inc. (the “Company”) is a diversified financial services company focused on four main business lines: banking, 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 $16 billion in assets, and operates approximately 200 customer facilities across Upstate New York, Northeastern Pennsylvania, Vermont and Western Massachusetts. 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 66 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 trades under the symbol CBU. For more information about Community Bank and Community Financial System, visit cbna.com or communityfinancialsystem.com.

 

 


Forward-Looking Statements

 

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 www.communityfinancialsystem.com and on the SEC’s website at www.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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