STEELE SALLY A 4

4 · COMMUNITY FINANCIAL SYSTEM, INC. · Filed Feb 5, 2026

AI-generated summary of this filing

Updated Feb 5, 2026

Community Financial (CBU) Director Sally Steele Exercises Options, Sells Shares

What Happened

Sally A. Steele, a director of Community Financial System, Inc. (CBU), exercised 4,000 option-derived shares at $23.04 each (cost $92,160) on Feb 3, 2026 and sold the 4,000 shares in the open market the same day for a weighted-average price of $64.12, generating gross sale proceeds of about $256,480. The filing also reports the related disposition of the derivative instrument tied to those shares (reported at $0).
This is effectively a cashless exercise followed by an immediate sale (common practice when insiders convert options and sell the resulting shares). Net proceeds before taxes and fees are approximately $164,320 (sale proceeds minus exercise cost).

Key Details

Transaction date: 2026-02-03 (filed 2026-02-05 — timely filing).
Exercise (M): 4,000 shares acquired @ $23.04 = $92,160.
Sale (S): 4,000 shares disposed @ weighted avg $64.12 = $256,480; prices in the sale ranged from $64.00 to $64.255 (see footnote F1).
Derivative disposition (M): 4,000 units reported disposed @ $0 (represents conversion/surrender of the derivative instrument upon exercise).
Shares owned after transaction: not specified in the provided excerpt of the filing.
Footnotes of note:
- F1: Sale price is a weighted average; seller can provide breakdown on request.
- F2–F3: The filer also holds deferred/phantom stock units under the company’s LTIP that settle in common stock and include dividend reinvestment credits; these are separate from the exercised options.

Context

Because the exercised shares were sold the same day, this appears to be a cashless exercise with immediate disposition rather than a buy-and-hold purchase. Such transactions are common and do not by themselves indicate a change in long-term insider sentiment.

Form 4

Period: 2026-02-03

Director

Transactions

Exercise/Conversion
Common Stock
2026-02-03$23.04/sh+4,000$92,160→ 43,964 total
Sale
Common Stock
[F1]
2026-02-03$64.12/sh−4,000$256,480→ 39,964 total
Exercise/Conversion
Stock Option
2026-02-03−4,000→ 16,001 total
Exercise: $23.04From: 2005-12-21Exp: 2026-12-31→ Common Stock (4,000 underlying)

Holdings

Common Stock
(indirect: Joint with brother)
4,585
Phantom Stock (Deferred Stock Units)
[F2][F3]
→ Common Stock (1,265.315 underlying)
1,265.315

Footnotes (3)

[F1]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.
[F2]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.
[F3]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.

Signature

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

1 file