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false COMMUNITY FINANCIAL SYSTEM, INC. 0000723188 0000723188 2026-01-15 2026-01-15 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): January 15, 2026

 

 height: 30px

 

(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

 

 

 

(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 7.01 Regulation FD Disclosure.

 

On January 15, 2026, Community Financial System, Inc. (the “Company”) announced that its wholly-owned subsidiary, Community Bank, N.A., entered into an Agreement and Plan of Merger to acquire ClearPoint Federal Bank & Trust, a federally chartered savings association (“ClearPoint”) (the “Merger Agreement”). In connection with the proposed transaction, the Company has issued a supplemental presentation to analysts and investors. A copy of the investor presentation is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

The information in this Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth in such filing.

 

Item 8.01 Other Events.

 

On January 15, 2026, the Company issued a press release announcing the execution of the Merger Agreement. A copy of the press release is filed as Exhibit 99.2 hereto and is incorporated herein by reference into this Current Report on Form 8-K.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

99.1 Investor Presentation

 

99.2 Press Release, dated January 15, 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: January 15, 2026

 

 


 

Exhibit Index

 

Exhibit Number Description
   
99.1 Investor Presentation
   
99.2 Press Release, dated January 15, 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 2 tm263233d1_ex99-1.htm EXHIBIT 99.1
Exhibit 99.1

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Acquisition of ClearPoint Federal Bank & Trust COMMUNITY FINANCIAL SYSTEM, INC . | NYSE: CBU JANUARY 1 5 , 2026


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1 Disclaimers Community Financial System, Inc. | Acquisition of ClearPoint Federal Bank & Trust Forward ‐Looking Statements This presentation contains comments or information that constitute forward -looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995), which involve significant risks and uncertainties. Forward -looking statements often use words such as “anticipate,” “could,” “target,” “expect,” “estimate,” “intend,” “plan,” “goal,” “forecast,” “believe,” or other words of similar meaning. These statements are based on the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results may differ materially from the results discussed in the f orward-looking statements. Moreover, the Company’s plans, objectives and intentions are subject to change based on various factors (some of which are beyond the Company’s control). Factors that could cause actual results to differ from those discussed in the forward-looking statements include: (1) adverse developments in the banking industry related to bank failures and the potentia l impact of such developments on customer confidence and regulatory responses to these developments; (2) current and future eco nomic and market conditions, including the effects of changes in housing or vehicle prices, higher unemployment rates, disruptions in the commercial real estate market, labor shortages, supply chain disruption, inability to obtain raw materials and supplies, U.S. fiscal debt, budget and tax matters, geopolitical matters and conflicts, the effects of announced or future tariff increases, changes in global trade policies, and any changes in global economic growth; (3) the effect of, and changes in, mo netary and fiscal policies and laws, including future changes in Federal and state statutory income tax rates and interest rate and other policy actions of the Board of Governors of the Federal Reserve System; (4) the effect of changes in the level of check ing or savings account deposits on the Company’s funding costs and net interest margin including the possibility of a sudden withdrawal of the Company’s deposits due to rapid spread of information or disinformation regarding the Company’s well -being; (5 ) future provisions for credit losses on loans and debt securities; (6) changes in nonperforming assets; (7) the effect of a fall in stock market or bond prices on the Company’s fee income businesses, including its employee benefit services, wealth managemen t, and insurance businesses; (8) risks related to credit quality; (9) inflation, interest rate, liquidity, market and monetary fluctuations; (10) the strength of the U.S. economy in general and the strength of the local economies where the Company con duc ts its business; (11) the timely development of new products and services and customer perception of the overall value there of (including features, pricing and quality) compared to competing products and services; (12) changes in consumer spending, bo rrowing and savings habits; (13) technological changes and implementation and financial risks associated with transitioning to new technology -based systems involving large multi -year contracts; (14) the ability of the Company to maintain the security, in cluding cybersecurity, of its financial, accounting, technology, data processing and other operating systems, facilities and data, including customer data; (15) effectiveness of the Company’s risk management processes and procedures, reliance on models wh ich may be inaccurate or misinterpreted, the Company’s ability to manage its credit or interest rate risk, the sufficiency of its allowance for credit losses and the accuracy of the assumptions or estimates used in preparing the Company’s financial statem ents and disclosures; (16) failure of third parties to provide various services that are important to the Company’s operations; (17) any acquisitions or mergers that might be considered or consummated by the Company and the costs and factors associated there with, including differences in the actual financial results of the acquisition or merger compared to expectations and the realization of anticipated cost savings and revenue enhancements; (18) the ability to maintain and increase market share and control expenses; (19) the nature, timing and effect of changes in banking regulations or other regulatory or legislative requirements affecting the respective businesses of the Company and its subsidiaries, including changes in laws and regulatio ns concerning taxes, accounting, banking, service fees, risk management, securities, capital requirements and other aspects of the financial services industry; (20) changes in the Company’s organization, compensation and benefit plans and in the avail ability of, and compensation levels for, employees in its geographic markets; (21) the outcome of pending or future litigation and government proceedings; (22) the effect of opening new branches to expand the Company’s geographic footprint, including the c ost associated with opening and operating the branches and the uncertainty surrounding their success including the ability to meet expectations for future deposit and loan levels and commensurate revenues; (23) the effects of natural disasters could create economic and financial disruption; (24) the effects from changes in governmental leadership which expose the Company and its customers to a variety of political, economic, and regulatory risks, including the risk of changes in laws (including labor, trade, tax and other laws) and the potential for disruption in governmental agencies, services provided by the governmen t, and funding of government sponsored projects; (25) the effect of total or partial governmental shutdowns; (26) material differenc es in the actual financial results of investment activities compared with the Company's initial expectations, including the grow th of the Insurtech market; (27) other risk factors outlined in the Company’s filings with the SEC from time to time; and (28) the suc cess of the Company at managing the risks of the foregoing. The foregoing list of important factors is not all -inclusive. For more information about factors that could cause actual result s to differ materially from the Company’s expectations, refer to the discussion under the heading “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10 -K for the fiscal year ended December 31, 2024 as filed with the SEC on February 28, 2025. An y forward -looking statements speak only as of the date on which they are made and the Company does not undertake any obligation to update any forward -looking statement, whether written or oral, to reflect events or circumstances after the date o n which such statement is made. If the Company does update or correct one or more forward -looking statements, investors and others should not conclude that the Company will make additional updates or corrections with respect thereto or with respect to other forward -looking statements. Unaudited The disclosures within this presentation are unaudited.


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CLEARPOINT FEDERAL BANK & TRUST (“CFBT”) • Leader in trust administration within ~$20 billion revenue death care industry • $1.5 billion in assets under management and $112 million of deposits with a Q3 2025 cost of funds of 1.19% • 72% fee income / 28% net interest income • No lending exposure / risk • 8.8% 3 -year revenue CAGR, 35.1% 3 -year net income CAGR 1 • 2.15% September 2025 year -to-date return on assets Community Financial System, Inc. | Acquisition of ClearPoint Federal Bank & Trust 2 Transaction Overview STRATEGIC RATIONALE • Attractive niche dynamics with national asset management complements for Nottingham Financial Group (“NFG”) • Expands NFG revenue by 20% and increases NFG contribution to Community Financial System, Inc. (“CFSI”) by 1.0% FINANCIAL IMPACT • Double digit return on capital • Meaningful synergistic revenue growth opportunities • Slightly accretive to earnings per share with growing contribution over time 61.7% CFSI 28.0% 72.0% CFBT 61.3% PRO -FORMA CFSI + → ■ Net Interest Income ■ Banking Fees ■ Employee Benefit Services ■ Insurance Services ■ Wealth Management Services 38.7% fee income 38.3% fee income 1 Trailing twelve -month basis ending 9/30/2025 REVENUE MIX 1


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Thank you! INVESTOR RELATIONS CONTACT Marya Burgio Wlos EVP & Chief Financial Officer Marya.Wlos@cbna.com 315.299.2946


EX-99.2 3 tm263233d1_ex99-2.htm EXHIBIT 99.2

 

Exhibit 99.2

 

   

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 Financial System, Inc. Significantly Expands Its Wealth Management Services With Acquisition of ClearPoint Federal Bank & Trust

 

SYRACUSE, N.Y. — January 15, 2026 — Community Financial System, Inc. (NYSE: CBU) (“CFSI”) announced today that its wholly-owned banking subsidiary, Community Bank, N.A., has entered into an agreement to acquire ClearPoint Federal Bank & Trust (“ClearPoint”). The transaction significantly expands the revenue and offerings of Nottingham Financial Group (“NFG”), CFSI’s wealth management services business, and contributes to CFSI’s strategic capital deployment into durable, recurring, growing income streams.

 

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 3-year revenue CAGR of 8.8%. Following the consummation of the transaction, ClearPoint is expected to retain its brand and offerings while benefiting from deeper capabilities as part of both NFG and Community Bank, N.A.

 

The all-cash transaction is valued at $40 million, subject to potential purchase price adjustment. The consummation of the transaction is subject to receipt of the shareholder approval of ClearPoint and requisite regulatory approval and other customary closing conditions. CFSI expects the transaction to close in the second quarter of 2026.

 

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. (the “Company”) 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 $16 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.