COMMUNITY FINANCIAL SYSTEM, INC. 8-K

What Happened
Community Financial System, Inc. (the Company) filed an 8‑K reporting an executive succession at its subsidiary Community Bank, N.A. and a new stock repurchase authorization. Jeffrey M. Levy retired as Senior Vice President and Chief Banking Officer of the Bank on December 31, 2025. Matthew K. Durkee succeeded Mr. Levy as SVP and Chief Banking Officer effective January 1, 2026; Mr. Durkee joined the Bank in January 2022 and became President, Commercial Banking in January 2024. To support the transition, the Bank entered a consulting agreement with Mr. Levy for advisory services from January 5, 2026 through June 30, 2026 for $25,000 per month. Separately, on December 17, 2025 the Company’s Board approved a new stock repurchase program authorizing repurchase of up to 2,633,000 shares during the 12‑month period beginning January 1, 2026.

Key Details

• Jeffrey M. Levy retired as SVP & Chief Banking Officer effective December 31, 2025; Matthew K. Durkee became SVP & Chief Banking Officer effective January 1, 2026.
• Consulting agreement with Mr. Levy: advisory services from January 5, 2026 through June 30, 2026 at $25,000 per month (six months).
• Board authorized repurchase of up to 2,633,000 shares for the 12 months beginning January 1, 2026; repurchases are discretionary and subject to regulatory approval.
• The new buyback replaces the prior program that expired December 31, 2025; the Company repurchased 206,054 shares during 2025.

Why It Matters
The filing confirms a planned leadership transition in the Bank’s commercial and overall banking management, with a short-term consulting arrangement to help ensure continuity. For investors, the authorized share repurchase program is a signal the Board is prioritizing returning capital to shareholders and believes repurchases may be an appropriate use of funds subject to market conditions and regulator approval. The program size (2,633,000 shares) and the fact repurchases are discretionary mean actual buybacks will depend on management’s decisions and regulatory consent.