CoverageForm 410-K10-Q8-K13D13G13F

CBU Community Bank System, Inc. - 8-K

Accession
0001104659-26-068535
8.019.01

Item 8.01 - Other Events

188 words · Exhibit 99.1 attached

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.

Exhibit 99.1 · 875 words

EX-99.1
2
tm2615918d1_ex99-1.htm
EXHIBIT 99.1

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

of
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.

Item 9.01 - Financial Statements and Exhibits

36 words

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)