Form 8-K - Current report

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): July 17, 2024

(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

Community Bank System, Inc.

(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 5.02               Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 17, 2024, Board of Directors (the “Board”) of Community Financial System, Inc. (the “Company”) approved an amendment (the “Amendment”) to the Employment Agreement, dated July 5, 2023, by and among the Company, Community Bank, N.A. (the “Bank”) and Dimitar A. Karaivanov, the President and Chief Executive Officer of the Company and the Bank (the “Employment Agreement”). The Amendment updates the Employment Agreement to reflect the recent corporate name change to Community Financial System, Inc. and to clarify that (i) the confidentiality restrictions set forth in the Employment Agreement do not preclude Mr. Karaivanov from communicating with governmental agencies such as the National Labor Relations Board (the “NLRB”), United States Equal Employment Opportunity Commission (the “EEOC”), or the Securities and Exchange Commission (the “SEC”), and (ii) the requirement that Mr. Karaivanov execute a release in favor of the Company in order to receive certain post-termination payments under the Employment Agreement shall not be construed to limit his right to receive an award for information provided to the SEC or other governmental agencies.

The Board also approved amendments to the Community Financial System, Inc. Executive Severance Plan (the “Executive Severance Plan”) to update the Company’s name and amend certain provisions to clarify that (i) the confidentiality restrictions set forth in the Executive Severance Plan do not preclude participants, who include the Company’s named executive officers, from communicating with governmental agencies such as the NLRB, EEOC, or the SEC, (ii) the non-disparagement provision does not preclude the participant from accurately responding to requests or inquiries from governmental agencies, and (iii) any requirement to execute a release in favor of the Company in order to receive certain post-termination payments shall not be construed to limit the participant’s right to receive an award for information provided to the SEC or other governmental agencies.

Item 5.05               Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

On July 17, 2024, the Company’s Board adopted a revised Community Financial System, Inc. Code of Business Conduct and Ethics (the “Code”) that amended, restated, and replaced the Bank’s Code of Conduct and the Company’s Code of Ethics (collectively, the “Prior Codes”). The Code applies to all employees and directors of the Company and each of its subsidiary entities and reflects the Company's commitment to the highest professional and ethical standards in all of its business activities. The amended and restated Code includes only non-substantive revisions in order to integrate the Prior Codes into one document. The adoption of the Code did not relate to, or result in, any waiver of any provision of the Prior Codes.

Item 8.01              Other Events.

On July 17, 2024, the Company issued a press release announcing the approval by the Board of an increase to the Company’s regular quarterly dividend to $0.46 per share payable on October 10, 2024, to Shareholders of record as of September 13, 2024.

The foregoing descriptions are summaries of the Amendment, the Executive Severance Plan, the Code, and Press Release and are qualified in their entirety by reference to the full text of the Press Release and agreement, copies of which are filed as Exhibits 10.1, 10.2, 14.1 and 99.1 to this Current Report on Form 8-K, respectively, and incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits.

(a)	Not applicable.

(b)	Not applicable.

(c)	Not applicable.

(d)

Exhibits.

	Exhibit No.	Description

	10.1	Amendment to Employment Agreement, dated July 17, 2024, by and among Community Financial System, Inc., Community Bank, N.A., and Dimitar A. Karaivanov
	10.2	Community Financial System, Inc. Executive Severance Plan, as amended, July 17, 2024
	14.1	Community Financial System, Inc. Code of Business Conduct and Ethics, dated July 17, 2024
	99.1	Press Release, dated July 17, 2024, 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: July 19, 2024

EXHIBIT INDEX

	Exhibit No.	Description

	10.1	Amendment to Employment Agreement, dated July 17, 2024, by and among Community Financial System, Inc., Community Bank, N.A., and Dimitar A. Karaivanov

	10.2	Community Financial System, Inc. Executive Severance Plan, as amended, July 17, 2024

	14.1	Community Financial System, Inc. Code of Business Conduct and Ethics, dated July 17, 2024

	99.1	Press Release, dated July 17, 2024, issued by Community Financial System, Inc.

	104	Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

Exhibit 10.1

AMENDMENT TO EMPLOYMENT AGREEMENT

This sets forth the terms of an Amendment to the July 5, 2023 Employment Agreement between (i) COMMUNITY BANK SYSTEM, INC., a Delaware corporation and registered bank holding company (“CBSI”), and COMMUNITY BANK, N.A., a national banking association (“CBNA”), both having offices located in Dewitt, New York (collectively, the “Employer”), and (ii) DIMITAR KARAIVANOV (“Employee”). This Amendment is effective as of July, 17 2024.

RECITALS

On May 15, 2024, Community Bank System, Inc. changed its corporate name to Community Financial System, Inc., pursuant to an Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State on May 15, 2024 (the “Name Change”).

To reflect Name Change and make other agreed upon modifications, Employee and Employer agree to amend the Employment Agreement as follows:

TERMS

1.     All references to “Community Bank System, Inc.” or “CBSI” in the Employment Agreement shall be replaced by “Community Financial System, Inc.” and “CFSI”, respectively. For avoidance of doubt the term Employer or the Company shall refer collectively to Community Financial System, Inc., a Delaware corporation and registered financial holding company, and Community Bank, N.A., a national banking association, both having offices in DeWitt, New York.

2.     Paragraph 8(a) of the Employment Agreement is amended and restated to provide in its entirety as follows:

(a)       Confidentiality. Employee shall not, without the prior written consent of Employer, disclose or use in any way, either during his employment by Employer or thereafter, except as required in the course of his employment by Employer, any confidential business or technical information or trade secret acquired in the course of Employee’s employment by Employer. Employee covenants to use his best efforts to prevent the publication or disclosure of any trade secret or any confidential information that is not in the public domain concerning the business or finances of Employer or any group, affiliate, division or subsidiary of Employer (collectively, “Affiliates”), or any of its or their dealings, transactions or affairs which may come to Employee’s knowledge in the pursuance of his duties or employment. Employee understands that nothing in this paragraph 8(a), or this Agreement generally, shall be construed to prohibit Employee’s communications with governmental agencies such as the NLRB, EEOC, or SEC.

3.     Paragraph 9 of the Employment Agreement is amended and restated to provided in its entirety as follows:

9.         Release. Notwithstanding the foregoing, Employee’s entitlement to payments and benefits under paragraphs 3(d), 3(e) or 6 above will be conditioned on the Employee’s execution of a Release of claims in a form acceptable to the Company (“Release”), releasing all claims that Employee or its affiliates or beneficiaries may have against the Employer or its Affiliate, and their officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to the employment relationship, including claims under the Age Discrimination in Employment Act (“ADEA”), but not including claims for benefits under tax-qualified plans or other benefit plans in which Employee is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement that survive the termination of this Agreement. Nothing in this paragraph 9, this Agreement generally or in a Release of claims in a form acceptable to the Company will be construed to limit Employee’s right to receive an award for information provided to the SEC or other governmental agencies. In order to comply with the requirements of the ADEA, the release must be provided to Employee no later than the date of his separation from service and Employee must execute the release within twenty-one (21) days after the date of termination without subsequent revocation by Employee within seven (7) days after execution of the release.

4.     Except as otherwise provided in this Amendment, all of the terms and conditions of the Employment Agreement shall remain the same. Accordingly, this Amendment, read in conjunction with the Employment Agreement, constitutes the entire agreement between Employee and Employer with respect to the subject matter of the Employment Agreement.

Signature page follows.

The foregoing Amendment to the Employment Agreement is established by the following signatures of the parties.

COMMUNITY FINANCIAL SYSTEM, INC.


By:	/s/Michael N. Abdo
	Michael N. Abdo
	EVP & General Counsel

Date: July 17, 2024


COMMUNITY BANK, N.A.


By:	/s/Michael N. Abdo
	Michael N. Abdo
	EVP & General Counsel

Date: July 17, 2024



/s/ Dimitar Karaivanov
Dimitar Karaivanov

Date: July 17, 2024

Exhibit 10.2

COMMUNITY FINANCIAL SYSTEM, INC.

EXECUTIVE SEVERANCE PLAN

1.      Purpose. The purpose of this Community Financial System, Inc. (“CFSI”) Executive Severance Plan (“Plan”) is to aid in the retention of certain senior executives of the Company by providing appropriate severance benefits in the event they are terminated in certain circumstances and to ensure their continued dedication to their duties in the event of a Change in Control. The Plan is not intended to provide benefits for executives who voluntarily terminate employment (except for “Good Reason”) or for executives whose employment is terminated because of reasons of retirement.

2.      Eligible Participants. Employees participating in the Plan (“Participant ”) will be those senior executives who are designated as a Participant by the Compensation Committee of the Company’s Board of Directors (“Committee ”) in its sole discretion and set forth in Exhibit A to this Plan.

3.      Payments Upon a Qualifying Termination of Employment.

(a)    Qualifying Termination - No Change in Control. If, prior to or more than two (2) years following a Change in Control, the employment of the Participant is terminated under circumstances constituting a Qualifying Termination, then, subject to the Participant’s execution of a Release as set forth in Section 5 below, the Company shall:

(i)       pay to Participant a severance benefit equal to the result of multiplying the Participant’s Base Salary by the applicable Severance Multiple;

(ii)      pay to Participant a severance benefit equal to the result of multiplying the Participant’s payments under the Management Incentive Plan for the immediately preceding fiscal year in which the Participant’s termination occurs by the applicable Severance Multiple;

(iii)     treat as immediately vested all restricted CFSI stock held by Participant;

(iv)     treat as immediately exercisable all unexpired options granted by CFSI to Participant to acquire CFSI common stock that are not exercisable or that have not been exercised, so as to permit Participant to purchase the balance of CFSI stock not yet purchased pursuant to said options until the end of the full exercise period provided in the original grant of the option right determined without regard to Participant’s termination of employment; and

(v)      treat as immediately vested any performance-based equity grants of CFSI stock previously granted to Participant, on a pro rata basis, at the actual level of the performance measures that have been achieved; however, if the performance measurements are not reasonably determinable as of the date of termination, performance awards will vest pro rata at “target.”

In addition, any earned but unpaid obligations under any other benefit plan of the Company, to the extent payable thereunder, will be paid at the time and the form provided thereunder. For avoidance of doubt, the Company will pay to the Participant any earned, but unpaid annual incentive compensation for any year ending prior to the year in which the termination of employment occurs, payable in accordance with the terms of, and at the time provided under, the applicable annual incentive compensation plan, but the Company will not pay annual incentive compensation for the year during which the termination of employment occurs.

Unless Participant is a Specified Employee, the benefits payable pursuant to this Section 3(a)(i) and (ii) shall be payable in equal bi-weekly installments over the 12 month period that begins on the first day of the month following Participant’s Termination. If Participant is a Specified Employee, then installment payments during the first six months of the 12 month installment period shall be limited to the extent required by Code Section 409A, any unpaid installment amounts shall be paid immediately after such six-month period, and installment payments dues during the remaining six months shall be paid as scheduled.

(b)     Termination After a Change in Control. If, during the two (2)-year period following a Change in Control, the employment of the Participant is terminated due to (i) the Company (or its successor) terminating the Participant’s employment for reasons other than “Cause” or (ii) The Participant terminating employment for “Good Reason”, then, subject to the Participant’s execution of a Release as set forth in Section 5 below, the Company shall:

(i)       pay to Participant a severance benefit equal to the result of multiplying the Participant’s Base Salary by the applicable Severance Multiple;

(ii)      pay to Participant a severance benefit equal to the result of multiplying Participant’s payments under the Management Incentive Plan for the immediately preceding fiscal year in which the Participant’s termination occurs by the applicable Severance Multiple;

(iii)     pay to Participant a severance benefit equal to the result of multiplying the cash equivalents of the Company’s yearly contribution pursuant to any medical, dental, vision and Company-paid group life insurance benefit plans in which Participant was a participant immediately prior to termination of employment by the applicable Severance Multiple;

(iv)     treat as immediately vested all restricted CFSI stock held by Participant;

(v)      treat as immediately exercisable all unexpired options granted by CFSI to Participant to acquire CFSI common stock that are not exercisable or that have not been exercised, so as to permit Participant to purchase the balance of CFSI stock not yet purchased pursuant to said options until the end of the full exercise period provided in the original grant of the option right determined without regard to Participant’s termination of employment; and

(vi)     treat as immediately vested all performance-based equity grants of CFSI stock previously granted to Participant, at the actual level of the performance measures that have been achieved; however, if the performance measurements are not reasonably determinable as of the date of termination, performance awards will vest at “target.”

Unless Participant is a Specified Employee, the benefits payable pursuant to this Section 3(b)(i), (ii) and (iii) shall be payable in equal bi-weekly installments over the 12 month period that begins on the later of (i) the first day of the month following Participant’s Termination, or (ii) the first day of the month following the date that the Release under Section 5 becomes effective and irrevocable. If Participant is a Specified Employee, then installment payments during the first six months of the 12 month installment period shall be limited to the extent required by Code Section 409A, any unpaid installment amounts shall be paid immediately after such six-month period, and installment payments dues during the remaining six months shall be paid as scheduled.

(c)    Except as otherwise expressly provided pursuant to this Plan, this Plan shall be construed and administered in a manner which avoids duplication of compensation and benefits which may be provided under any other plan, program, policy, or other arrangement or individual contract or under any statute, rule or regulation. In the event a Participant is covered by any other plan, program, policy, individually negotiated agreement or other arrangement, in effect as of his or her Date of Termination, that may duplicate the payments and benefits provided for in this Section 3, the Committee is specifically empowered to reduce or eliminate the duplicative benefits provided for under the Plan.

4.      Termination Upon Death or Disability.

(a)    In the event Participant’s employment with Company is terminated as a result of Participant’s death, (i) Participant shall be entitled to a pro rata portion (based on Participant’s complete months of active employment in the applicable year), at target, of the annual incentive awards that are payable with respect to the year during which the termination occurs, with such amount payable to the beneficiary designated by Participant on the “Beneficiary Designation Form” in the form attached to this Plan as Exhibit B (“Beneficiary”) at the time and in the form such annual incentive awards would have been paid to Participant; and (ii) Company shall continue payments of Participant’s Base Salary to such Beneficiary for a period of 90 days following Participant’s death.

(b)    In the event Participant’s employment with Company is terminated as a result of Participant’s Disability, Participant shall be entitled to a pro rata portion (based on Participant’s complete months of active employment in the applicable year), at target, of the annual incentive awards that are payable with respect to the year during which the termination occurs, with such amount payable to Participant at the time and in the form such annual incentive awards are paid out by the Company. During the Disability Period, Participant shall further be entitled to 100% of Participant’s Base Salary otherwise payable during the Disability Period, reduced by all other Company-provided income replacement benefits to which Participant may be entitled for the Disability Period on account of such disability (including, but not limited to, benefits provided under any disability insurance policy or program, workers’ compensation law, or any other benefit program or arrangement), payable in equal bi-weekly installments during the Disability Period.

5.      Release. A Participant’s entitlement to payments and benefits under Section 3 above will be conditioned on the Participant’s execution of a Release of claims in a form acceptable to the Company (“Release”), which shall be provided to the Participant no later than five (5) days after the Date of Termination and must be executed by the Participant, become effective and not be revoked by the Participant by the thirtieth (30^th) day following the Date of Termination. If Participant fails to timely execute a Release, or if Participant revokes an executed Release within the time period described in the Release, then Participant shall have no right to the severance and other benefits described in this Plan. Nothing contained in this Section 5, this Plan generally, or in a Release in a form acceptable to the Company will be construed to limit Employee’s right to receive an award for information provided to the SEC or other government agencies.

6.      Taxes. Payments made and benefits provided pursuant to the Plan shall be subject to withholding for income, employment and other similar taxes Company may be required to withhold.

7.      Expenses. If any contest or dispute shall arise under this Plan involving termination of a Participant’s employment with the Company or involving the failure or refusal of the Company to perform fully in accordance with the terms hereof, each party shall be responsible for its own legal fees and related expenses, if any, incurred in connection with such contest or dispute.

8.      No Guarantee of Continued Employment. Nothing in this Plan will be deemed to entitle the Participant to continued employment with the Company or its Subsidiaries or require continued employment with the Company or its Subsidiaries.

9.      Restrictive Covenants.

(a)     Noncompetition. If a Participant’s employment is terminated in accordance with Section 3 of this Plan, then during Restricted Period, such Participant shall not directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the formation or conduct of, any entity or business (“Competitive Operation”) which competes in the banking industry or with any other business conducted by Company or by any group, affiliate, division or subsidiary of Company (“Affiliates”), in the same counties of New York, Pennsylvania, Vermont, Massachusetts or any other state in which the Company or its Affiliates conducts business. Participant shall keep Company fully advised as to any activity, interest, or investment Participant may have in any way related to the banking industry or the financial services provided by the Company or its Affiliates. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by Company or its Affiliates unless 5% or more of Company’s consolidated gross sales or operating revenues is derived from, or 5% or more of Company’s consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Participant is employed or in which he/she is interested or with which he/she is connected or associated shall be deemed competitive with any business conducted by Company or its Affiliates unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Company or its Affiliates on the Date of Termination and which subsequently is sold by Company shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 5% of the voting stock of any publicly held corporation shall not constitute a violation of this subsection.

The “Restricted Period” shall begin on the Effective Date and shall end twelve (12) months after Participant’s termination of employment; provided, however, that the “Restricted Period” shall end on the date Participant’s employment ends in the event of participant’s termination for “Good Reason” (as defined in Section 26(j)), or Participant’s termination without “Cause” (as defined in Section 26(d)).

(b)     Nonsolicitation. If a Participant’s employment is terminated in accordance with Section 3 of this Plan, for a period of two years after Participant’s Date of Termination, Participant shall not directly or indirectly solicit (other than on behalf of Company or its Affiliates) business or contracts for any products or services of the type provided, developed or under development by Company or its Affiliates during Participant’s employment by Company, from or with (x) any person or entity which was a customer of Company or its Affiliates for such products or services as of, or within 12 months prior to, the date of Participant’s Date of Termination, or (y) any prospective customer which Company or its Affiliates was soliciting as of, or within 12 months prior to, Participant’s Date of Termination. Additionally, for two years after Participant’s Date of Termination, Participant will not directly or indirectly contract with any such customer or prospective customer for any product or service of the type provided, developed or which was under development by Company or its Affiliates during Company’s employment with Company. Participant will not at any time knowingly interfere or attempt to interfere with any transaction, agreement or business relationship in which Company or its Affiliates was involved or was contemplating during Participant’s employment with Company, including but not limited to relationships with customers, prospective customers, agents, contractors, vendors, service providers, and suppliers.

(c)    Non-Recruitment. If a Participant’s employment is terminated in accordance with Section 3 of this Plan, for a period of two years after Participant’s Date of Termination, Participant shall not, directly or indirectly, solicit, recruit, or hire, or in any manner assist in the hiring, solicitation or recruitment of any of individual who is or was an employee of Company or its Affiliates, or who otherwise provided services to Company or its Affiliates, within 12 months prior to the Participant’s Date of Termination.

(d)    Non-Disparagement. In the event a Participant’s employment is terminated in accordance with Section 3 of this Plan, the Participant shall not make any statement that would libel, slander or disparage the Company, any of its Subsidiaries or their respective past or present officers, directors, employees or agents. Nothing herein shall prevent such Participant from responding accurately and fully to any question, inquiry or request for information from government agencies, including without limitation, the SEC.

(e)    Confidentiality. In the event a Participant’s employment is terminated in accordance with Section 3 of this Plan, Participant shall not, without the prior written consent of Company, disclose or use in any way, either during his employment by Company or thereafter, except as required in the course of his employment by Company, any confidential business or technical information or trade secret acquired in the course of Participant’s employment by Company. Participant covenants to use his best efforts to prevent the publication or disclosure of any trade secret or any confidential information that is not in the public domain concerning the business or finances of Company or Company’s affiliates, or any of its or their dealings, transactions or affairs which may come to Participant’s knowledge in the pursuance of his duties or employment. Nothing contained in this Section 9(e), or this Plan generally, shall be construed to prohibit Employee’s communicating with governmental agencies such as the NLRB, EEOC, or SEC.

(f)     Return of Company Property. In the event a Participant’s employment is terminated in accordance with Section 3 of this Plan, Participant shall promptly return to Company all documents and other property in his possession belonging to Company.

(g)    Termination of Payments. Upon the breach by Participant of any covenant under this Section 9, Company shall cease all payments to Participant and may offset and/or recover from Participant immediately any and all amounts payable to Participant under the Plan against any damages to which Company is legally entitled in addition to any and all other remedies available to Company under the law or in equity.

(h)    Enforcement. If, at the time of enforcement of this Section 9, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum duration, scope and area permitted by law. Because each Participant’s services are unique, the parties hereto agree that money damages would be an inadequate remedy for any breach of this Section 9. Therefore, in the event a breach or threatened breach of this Section 9, the Company and its Subsidiaries and any of their respective successors and assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security).

10.    Section 280G of the Code.

(a)    In the event that any payments or benefits (whether under this Plan or otherwise) payable to a Participant (1) constitute “parachute payments” within the meaning of Section 280G of the Code, and (2) but for this Section 10, would be subject to the excise tax imposed by Section 4999 of the Code, then such payments and benefits will be either (x) delivered in full, or (y) delivered as to such lesser extent that would result in no portion of such payments and benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999 of the Code (and any equivalent state or local excise taxes), results in the receipt by the Participant on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such payments and benefits may be taxable under Section 4999 of the Code. Any reduction in payments and/or benefits required by this provision will occur in the following order: (1) reduction of cash payments; (2) reduction of vesting acceleration of equity awards; and (3) reduction of other benefits paid or provided to Participant. In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant for equity awards. If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis.

(b)   All determinations required to be made under this Section 10, including the reduction payments hereunder and the assumptions to be utilized in arriving at such determinations, will be made by a public accounting firm that is retained by the Company as of the date immediately prior to the Change in Control (“Accounting Firm”) which will provide detailed supporting calculations both to the Company and the Participant within fifteen (15) business days of the receipt of notice from the Company or the Participant that there has been a payment that may be subject to Section 4999 of the Code, or such earlier time as is requested by the Company, and whose determination will be conclusive and binding upon the Participant and the Company for all purposes. For purposes of making the calculations required by this Section 10, the Accounting Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Participant agree to furnish to the Accountant Firm such information and documents as the Accountant Firm may reasonably request in order to make a determination under this provision. The Company will bear all costs the Accountant Firm may reasonably incur in connection with any calculations contemplated by this provision. Any determinations by the Accounting Firm with respect to whether any payments or benefits are subject to reduction under this Section 10 will be binding upon the Company and the Participant.

11.    Successors; Binding Agreement. This Plan will survive any Change in Control, and the provisions of this Plan will be binding upon the surviving corporation, which will be treated as the Company hereunder. The benefits provided under this Plan shall inure to the benefit of and be enforceable by the Participant’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Participant dies while any amounts would be payable to the Participant hereunder had the Participant continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Plan to such person or persons appointed in writing by the Participant to receive such amounts or, if No person is so appointed, to the Participant’s estate.

12.    Notice.

(a)     For purposes of this Plan, all notices and other communications required or permitted hereunder must be in writing and will be deemed to have been duly given when delivered or five (5) days after deposit in the United States mail, certified and return receipt requested, postage prepaid and addressed as follows:

If to the Participant: the address listed as the Participant’s address in the Company’s personnel files.

If to the Company:

Community Financial System, Inc.

Attention: General Counsel

5790 Widewaters Parkway

Dewitt, NY 13214

(b)    A written notice of the Participant’s Date of Termination by the Company or the Participant, as the case may be, to the other, will (i) indicate the specific termination provision in this Plan relied upon, (ii) to the extent applicable, set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Participant’s employment under the provision so indicated and (iii) specify the termination date (which date shall be not less than thirty (30) nor more than forty (40) days after the giving of such notice). The failure by the Participant or the Company to set forth in such notice any fact or circumstance which contributes to a showing of Good Reason or Cause does not waive any right of the Participant or the Company hereunder or preclude the Participant or the Company from asserting such fact or circumstance in enforcing the Participant’s or the Company’s rights hereunder.

13.    Full Settlement; Resolution of Disputes and Costs.

(a)    In no event will the Participant be obligated to seek other employment or take other action by way of mitigation of the amounts payable to the Participant under any of the provisions of this Plan and such amounts shall not be reduced whether or not the Participant obtains other employment.

(b)    Any dispute between the parties relating to the terms of the Plan, or any interpretation, construction or enforcement hereof, shall first be submitted to non-binding arbitration in Syracuse, New York in accordance with the rules and regulations of the American Arbitration Association then in effect. Each party shall be responsible for its own costs and expenses in pursuing non-binding arbitration, and any arbitration fees or costs shall be shared equally between the parties. However, if Participant is a party in an arbitration to collect payments due pursuant to the Plan and prevails in collecting payments due in the arbitration or settlement of the arbitration, Company shall reimburse Participant for reasonable attorneys’ fees incurred by Participant in connection with such arbitration. The foregoing right to reimbursement shall expire on the fifth anniversary of Participant’s separation from employment with Company.

14.    Employment with Subsidiaries. Employment with the Company for purposes of this Plan shall include employment with any Subsidiary.

15.     Survival. The respective obligations and benefits afforded to the Company and the Participant as provided in Section 3 (to the extent that payments or benefits are owed as a result of a termination of employment that occurs during the term of this Plan), 4, 5, 6, 7 and 9 shall survive the termination of this Plan.

16.    Entire Agreement; Release From Prior Agreements. This Plan represents the entire agreement with respect to severance and other benefits that may become payable to a Participant following termination of employment and specifically supersedes any and all oral or written agreements on its subject matter previously entered into by the Participant and the Company. A Participant shall not be entitled to receive severance benefits under other Company policies, plans, programs or other arrangements to the extent those arrangements would provide duplicate or similar benefits to the benefits provided under this Plan, including but not limited to severance pay programs. Notwithstanding the foregoing, the terms of any equity grants of CFSI stock previously granted to Participant shall control in the event of any inconsistency with this Plan.

17.     Governing Law; Validity. Except to the extent this plan is subject to ERISA, the interpretation, construction and performance of this Plan shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principle of conflicts of laws, and applicable federal laws. The invalidity or unenforceability of any provision of this plan shall not affect the validity or enforceability of any other provision of this plan, which other provisions shall remain in full force and effect.

18.    Amendment and Termination. The Committee may amend or terminate the Plan at any time without the consent of the Participants; provided, however, that Participants must be given at least six (6) months’ notice of amendments that are adverse to the interests of the Participants (except that termination of a Participant’s participation in the Plan may be made with three (3) months’ notice) or planned termination of the Plan, and provided, further, that any termination or amendments to the Plan that are adverse to the interests of any Participant and made in anticipation of a Change of Control will give a Participant the right to enforce his or her rights pursuant to this Plan. Notwithstanding the foregoing, during the period commencing on a Change in Control and ending on the second anniversary of the Change in Control, no Participant’s participation hereunder may be terminated and the Plan may not be terminated or amended in any manner which is materially adverse to the interests of any Participant without the prior written consent of such Participant.

19.     Interpretation and Administration. The Plan shall be administered by the Committee (or any successor committee). The Committee (or any successor committee) will have the authority (i) to exercise all of the powers granted to it under the Plan, (ii) to construe, interpret and implement the Plan, (iii) to prescribe, amend and rescind rules and regulations relating to the Plan, (iv) to make all determinations necessary or advisable in administration of the Plan, (v) to correct any defect, supply any omission and reconcile any inconsistency in the Plan, and (vi) to delegate its responsibilities and authority hereunder to a subcommittee of the Committee. Actions of the Board or the Committee (or any successor committee) shall be taken by a majority vote of its members.

20.    Claims and Appeals. Participants may submit claims for benefits by giving notice to the Company pursuant to Section 12 of this Plan. If a Participant believes that he or she has not received coverage or benefits to which he or she is entitled under the Plan, the Participant may notify the Committee in writing of a claim for coverage or benefits. If the claim for coverage or benefits is denied in whole or in part, the Committee, or its delegate, shall notify the applicant in writing of such denial within thirty (30) days (which may be extended to sixty (60) days under special circumstances), with such notice setting forth: (i) the specific reasons for the denial; (ii) the Plan provisions upon which the denial is based; (iii) any additional material or information necessary for the applicant to perfect his or her claim; and (iv) the procedures for requesting a review of the denial. Upon a denial of a claim by the Committee, the Participant may: (i) request a review of the denial by the Committee or, where review authority has been so delegated, by such other person or entity as may be designated by the Committee for this purpose; (ii) review any Plan documents relevant to his or her claim; and (iii) submit issues and comments to the Committee or its delegate that are relevant to the review. Any request for review must be made in writing and received by the Committee or its delegate within sixty (60) days of the date the applicant received notice of the initial denial unless special circumstances require an extension of time for processing. The Committee or its delegate will make a written ruling on the applicant’s request for review setting forth the reasons for the decision and the Plan provisions upon which the denial, if appropriate, is based. This written ruling shall be made within thirty (30) days of the date the Committee or its delegate receives the applicant’s request for review unless special circumstances require an extension of time for processing, in which case a decision will be rendered as soon as possible, but not later than sixty (60) days after receipt of the request for review. All extensions of time permitted by this Section 20 will be permitted at the sole discretion of the Committee or its delegate. If the Committee does not provide the Participant with written notice of the denial of his or her appeal, the Participant’s claim shall be deemed denied.

21.     Type of Plan. This Plan is intended to be, and shall be interpreted as an unfunded employee welfare plan under Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and Section 2520.104-24 of the Department of Labor Regulations, maintained primarily for the purpose of providing employee welfare benefits, to the extent that it provides welfare benefits, and under Sections 201, 301 and 401 of ERISA, as a plan that is unfunded and maintained primarily for the purpose of providing deferred compensation, to the extent that it provides such compensation, in each case for a select group of management or highly compensated employees (i.e., a “top hat” plan).

22.    Nonassignability. Benefits under the Plan may not be assigned by the Participant. The terms and conditions of the Plan shall be binding on the successors and assigns of the Company.

23.    Section 409A.

(a)     Any payment or benefit due upon a termination of the Participant’s employment that represents a “deferral of compensation” within the meaning of Section 409A shall be paid or provided to the Participant only upon a “separation from service” as defined in Treasury Regulation Section 1.409A-1(h). Each severance payment made under this Plan shall be deemed to be a separate payment, and amounts payable under Sections 3 and 4 of this Plan shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Sections 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treasury Regulation Section 1.409A-1 through A-6.

(b)    Notwithstanding anything to the contrary in this Plan or elsewhere, any payment or benefit under this Plan or otherwise that is exempt from Section 409A pursuant to final Treasury Regulation Section 1.409A-1(b)(9)(v)(A) or (C) shall be paid or provided to the Participant only to the extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of the Participant’s second taxable year following the Participant’s taxable year in which the “separation from service” occurs; and provided further that such expenses are reimbursed no later than the last day of the Participant’s third taxable year following the taxable year in which the Participant’s “separation from service” occurs. Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Plan is determined to be subject to Section 409A, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one (1) calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Participant incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Plan or elsewhere, in the event that a Participant waives the provisions of another severance or change in control agreement or arrangement to participate in this Plan and such participation in this Plan is later determined to be a “substitution” (within the meaning of Section 409A) for the benefits under such agreement or arrangement, then any payment or benefit under this Plan that such Participant becomes entitled to receive during the remainder of the waived term of such agreement or arrangement shall be payable in accordance with the time and form of payment provisions of such agreement or arrangement.

24.     Certain Reductions; Recoupment. Notwithstanding anything herein to the contrary, any payments or benefits payable to a Participant under this Plan are subject to reduction to the extent that such payment or benefit would exceed the amount permitted to be paid under any applicable Company policy as may be in effect from time to time. Notwithstanding anything in this Plan to the contrary, in no event shall any payment or benefit under this Plan be paid, provided or accrued, if any such payment, provision or accrual would be in violation of applicable law, rule or regulation (“Applicable Law”). In addition, to the extent that any provision of Applicable Law or any recoupment policy or practice of the Company as in effect from time to time requires any payments or benefits paid (or provided or to be paid or provided) to a Participant to be forfeited or recouped from the Participant, each such payment or benefit shall be subject to forfeiture or recoupment, as applicable, and such Participant’s right to receive or retain each such payment or benefit shall terminate.

25.    Effective Date. The Plan shall be effective as of July 18, 2023, unless a different Effective Date is specified for a Participant in Exhibit A.

26.    Definitions. As used in this Plan, the following terms shall have the respective meanings set forth below:

(a)    “Applicable Entity” means, for each Participant, the applicable entity forth on Exhibit A hereto.

(b)    “Base Salary” means the Participant’s annual rate of base salary as in effect on the Participant’s Date of Termination (or, if greater, the highest annual rate of base salary during the twelve-month period immediately prior to the Participant’s Date of Termination).

(c)    “Board” means the Board of Directors of the Company and, after a Change in Control, the “board of directors” of the surviving corporation.

(d)    “Cause” means any of the following with respect to a Participant:

(i)       Any documented misconduct, including acts of fraud or dishonesty, by Participant as an employee or director of Company, or any subsidiary or affiliate of Company for which Participant is performing services hereunder, which is material and adverse to the interests, monetary or otherwise, of Company or any subsidiary or affiliate of Company;

(ii)      Unreasonable neglect or refusal to perform the duties assigned to Participant, unless cured within thirty (30) days following Company’s written notice to Participant specifying the nature of the neglect or refusal;

(iii)     Conviction of a crime or entering a guilty plea or plea of no contest involving any act of dishonesty or moral turpitude, or the commission of a felony;

(iv)     Adjudication as a bankrupt, which adjudication has not been contested in good faith, unless bankruptcy is caused directly by Company’s unexcused failure to perform its obligations under this Plan;

(v)      Documented failure to follow the reasonable, written instructions of the Board of Directors of Company, Company’s President and Chief Executive Officer, or senior officer to whom Participant reports, provided that the instructions do not require Participant to engage in unlawful conduct;

(vi)     A violation of a material rule or regulation of the Office of the Comptroller of the Currency or of any other regulatory agency governing Company or any subsidiary or affiliate of Company; or

(vii)    A breach of a material term of the Plan or violation in any material respect of any code or standard of conduct generally applicable to employees of the Company, after being advised in writing of such breach or violation and given a reasonable opportunity and period (as determined by the Company in its discretion) to remedy such breach or violation, provided that the right to cure such breach is not applicable if the breach is not able to be cured as determined in Company’s sole discretion.

(e)    “Change in Control” means the occurrence of any one of the following events:

(i)       any “person,” including a “group” as determined in accordance with Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), is or becomes the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Applicable Entity (as defined in Exhibit A) representing 30% or more of either (x) the then-outstanding shares of common stock of the Applicable Entity (the “Outstanding Employer Common Stock”) or (y) the combined voting power of the then-outstanding securities of the Applicable Entity entitled to vote generally in the election of directors (the “Outstanding Employer Voting Securities”); provided, however, that a Change of Control shall not include any acquisition pursuant to a Business Combination (as defined below) which complies with clauses (x) and (y) of subsection (iii) of this definition;

(ii)      individuals who constitute the Board of Directors of CFSI or CBNA on the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters (3/4) of the directors comprising the Incumbent Board, or whose nomination for election by CFSI or CBNA’s stockholders was approved by the same Nominating or Governance Committee serving under the Incumbent Board, shall be, for purposes of this provision, considered as though he were a member of the Incumbent Board;

(iii)     the Applicable Entity is merged or consolidated with, or sells or otherwise disposes of all or substantially all of its assets to, another person, or completes a recapitalization or share exchange (a “Business Combination”) unless, immediately following such Business Combination, each of the following two conditions is satisfied: (x) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Employer Common Stock and Outstanding Employer Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 70% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors, respectively, of the resulting or acquiring corporation in such Business Combination (which shall include, without limitation, a corporation which as a result of such transaction owns the Applicable Entity or substantially all of the Applicable Entity’s assets either directly or through one or more subsidiaries) (such resulting or acquiring corporation is referred to herein as the “Acquiring Corporation”) in substantially the same proportions as their ownership of the Outstanding Employer Common Stock and Outstanding Employer Voting Securities, respectively, immediately prior to such Business Combination and (y) no person (excluding any employee benefit plan (or related trust) maintained or sponsored by the Company or by the Acquiring Corporation) beneficially owns, directly or indirectly, 30% or more of the then-outstanding shares of common stock of the Acquiring Corporation, or of the combined voting power of the then-outstanding securities of such corporation entitled to vote generally in the election of directors (except to the extent that such ownership existed prior to the Business Combination); or

(iv)     Approval by shareholders of the Company of any plan or proposal for the liquidation or dissolution of the Applicable Entity

Notwithstanding the foregoing, to the extent necessary to comply with Section 409A of the Internal Revenue Code and the guidance issued thereunder, no transaction shall be treated as a Change of Control unless such transaction also qualifies as a “change in control event” as defined under Section 409A.

(f)     “Code” means the Internal Revenue Code of 1986, as amended.

(g)    “Company” means Community Financial System, Inc. and its affiliates and subsidiaries, including Community Bank, N.A. (“CBNA”), Benefit Plans Administrative Services, LLC (“BPAS”) and OneGroup NY, Inc. (“OneGroup”).

(h)    “Date of Termination ” means (i) the effective date on which the Participant’s employment by the Company terminates as specified in a prior written notice by the Company or the Participant, as the case may be, to the other, delivered pursuant to Section 12 or (ii) if the Participant’s employment by the Company terminates by reason of death, the date of death of the Participant.

(i)     “Disability ” means Participant’s inability to perform substantially all of Participant’s duties as an employee of Company by reason of physical or mental illness or injury for a period of twenty-six successive weeks (the “Disability Period”). The determination of Disability shall be made by a physician selected by Company and a physician selected by Participant; provided, however, that if the two physicians so selected shall disagree, the determination of Disability shall be submitted to arbitration in accordance with the rules of the American Arbitration Association and the decision of the arbitrator shall be binding and conclusive on Participant and Company.

(j)     “Good Reason” means, with respect to any Participant, action taken by Company, without the Participant’s express written consent, that results in:

(i)       A material adverse change in Participant’s authority, duties, responsibilities, or base compensation, except to the extent that such changes in base compensation are part of a generally applicable reduction in compensation of all of the Company’s executives;

(ii)      A relocation of more than 50 miles of the office from which Participant is expected to perform their duties; or

(iii)     A material breach of the terms of this Plan

(iv)     the failure of the Company to obtain the assumption of this Plan from any successor.

In all cases, Participant must provide notice to Company of the existence of a condition described in (i), (ii) (iii) or (iv) above within thirty (30) days of the initial existence of the condition, upon the notice of which Company shall have thirty (30) days thereafter in which to remedy the condition. If the Good Reason condition is not remedied within the 30-day remedy period, Participant shall receive the severance benefit described in Section 3 only if Participant terminates employment within thirty business days following the expiration of the 30-day remedy period.

(k)    “Investigation ” means an investigation authorized by the Board, a self-regulatory organization empowered with self-regulatory responsibilities under federal or state laws or a governmental department or agency.

(l)     “Management Incentive Plan” means Company’s Management Incentive Plan (or equivalent successor plan).

(m)   “Qualifying Termination” means a termination of the Participant’s employment with the Company (i) by the Company other than for Cause or (ii) by the Participant for Good Reason. Termination of the Participant’s employment on account of death, Disability, by the Company for Cause or by the Participant other than for Good Reason shall not be treated as a Qualifying Termination. Notwithstanding the foregoing, the death of the Participant after notice of termination for Good Reason or without Cause has been validly provided shall be deemed to be a Qualifying Termination.

(n)    “Subsidiary” means any corporation or other entity in which the Company has a direct or indirect ownership interest of 50% or more of the total combined voting power of the then outstanding securities or interests of such corporation or other entity entitled to vote generally in the election of directors (or members of any similar governing body) or in which the Company has the right to receive 50% or more of the distribution of profits or 50% of the assets or liquidation or dissolution.

(o)    “Section 409A ” means Section 409A of the Internal Revenue Code of 1986, as amended, and the final Treasury Regulations issued thereunder.

(p)    “Severance Multiple ” means, for each Participant, the applicable multiple set forth on Exhibit A hereto.

(q)    “Specified Employee” means a Participant who is a “specified employee” within the meaning of Code Section 409A and the regulations thereunder.

Dated: July 17, 2024	COMMUNITY FINANCIAL SYSTEM, INC.


	By:	/s/ Maureen Gillan-Myer

Exhibit 14.1

COMMUNITY FINANCIAL SYSTEM, INC.
CODE OF BUSINESS CONDUCT AND ETHICS

I.              OVERVIEW

This Code of Business Conduct and Ethics (the “Code”) has been adopted by the Board of Directors (the “Board”) of Community Financial System, Inc. (“CFSI”) to establish the guiding principles by which we operate our company and conduct our daily business with our shareholders, current and potential customers, consumers, vendors, fellow employees, competitors, and regulatory agencies. These principles apply to all of the directors, officers and employees of CFSI and its direct and indirect subsidiaries (collectively, the “Company”).

Financial institutions today must operate with the highest standards of ethical conduct. The honesty, integrity and sound judgment of our employees and officers is essential to the reputation and success of the Company. This Code has been adopted to establish a culture which:

	·	Requires the highest standards for honest and ethical conduct, including proper and ethical procedures for dealing with actual or apparent conflicts of interest between personal and professional relationships.

	·	Requires full, fair, accurate, timely and understandable disclosure in the periodic reports required to be filed by the Company with governmental and regulatory agencies.

	·	Requires compliance with applicable laws, rules and regulations.

	·	Addresses misuse or misapplication of Company property and opportunities.

	·	Requires the highest level of confidentiality and fair dealing within and outside the Company environment.

Requires reporting of any illegal behavior.

The Code covers a wide range of business practices and procedures. It does not cover every issue that may arise, but sets forth basic governing principles. If you have any questions regarding this Code or other laws, regulations, or Company procedures, you should promptly ask your supervisor or Human Resources Department.

The Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer and other senior executive officers are also covered by a separate Code of Ethics for Senior Executive Officers. In addition, because the Company is a large and diverse financial services organization with a variety of businesses, customers and products, separate and more specific rules and codes of conduct apply to employees of particular units of the Company’s business.

II.             PRINCIPLES

Complying with Laws, Regulations, Policies and Procedures

All directors, officers and employees of the Company are expected to understand, respect and comply with all of the laws, regulations, policies and procedures that apply to them in their position with the Company. While the law prescribes a minimum standard of conduct, this Code requires conduct that often exceeds the legal standard. Certain business units have policies and procedures which may supplement and expand the duties and obligations set forth in this Code. In addition, all employees are subject to the terms and conditions of the Employee Handbook and other applicable policies and procedures. Employees are responsible for talking to their manager or compliance officer to determine which laws, regulations and Company policies apply to their position and what training may be appropriate to promote compliance.

Directors, officers and employees are directed to consult other more specific policies and procedures applicable to them which are available through the Human Resource Department, compliance officers or through business units supervisors.

Complying with the Foreign Corrupt Practices Act and Bribery Laws

The Foreign Corrupt Practices Act (“FCPA”) prohibits the Company or any Company employee, director, shareholder or agent of the Company from making payments to foreign government officials to assist in obtaining or retaining business. In accordance with the Bank Bribery and other applicable bribery laws you may not solicit for yourself or any third party anything of value in return for any business or services of the Company nor may you accept anything of value (other than bona fide salary, wages or other bone fide compensation) from anyone in connection with the business of the Company.

Exceptions to the general prohibition on giving/accepting things of value in connection with the business of the Company include:

	·	Accepting a gift in recognition of a commonly recognized event or occasion (such as a promotion, new job, wedding, retirement or holiday) where it is clear that it is a family or personal relationship, rather than the business of the Company, which is the motivating factor. An award in recognition of service and accomplishment may also be accepted without violating these guidelines so long as the gift does not exceed $100 from any one individual in any calendar year.

	·	Gifts, gratuities, amenities or favors based on obvious family or personal relationships where circumstances make clear that the motivation and purpose for the giving/receiving of the gift is personal rather than business related;

	·	Accepting meals, refreshments, travel arrangements and accommodations and entertainment of reasonable value in the course of a meeting or other occasion to conduct business or foster business relations if the expense would be reimbursed by the Company as a business expense if the other party did not pay for it; and

Accepting something of value if the benefit is available to the general public under the same conditions on which it is available to the employee.

The above is not intended to be all inclusive, and employees should disclose the circumstances and consult with their supervisors for approval of any gifts, loans, fees, gratuities, benefits, relationships, or arrangements which might create the appearance of a conflict of interest. You must report immediately any actual, potential or suspected bribery or FCPA violations to the Human Resources Department or the Legal Department or you may file a report thru the anonymous tip hotline noted herein.

Conflicts of Interest

It is the policy of this Company that all employees must avoid potential conflicts of interest. All directors, officers and employees of the Company should be scrupulous in avoiding any action or interest that might lead to a real or apparent material conflict between their self-interest and their duties and responsibilities as a director, officer or employee of the Company. A “conflict of interest” exists whenever an individual’s personal interests interfere or conflict in any material way (or appear to interfere or conflict) - directly or indirectly- with the individual’s duty to the Company or adversely affects the individual’s judgment in the discharge of his or her responsibilities to or at the Company. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her work for the Company objectively and effectively. Conflicts of interest may also arise when a director, officer or employee or a member of his or her family receives improper personal benefits as a result of his or her position with the Company, whether from a third party or from the Company. Employees are encouraged to utilize the Company’s products and services, but this should generally be done on the basis of programs available to employees generally and as approved by the Board.

Conflicts of interest are prohibited as a matter of Company policy. Conflicts of interest may not always be clear-cut. Any employee, officer or director who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, manager or other appropriate personnel, or may report such matter utilizing the anonymous tip hotline noted herein.

The appearance of a conflict of interest may be just as damaging to the Company’s reputation as a real conflict of interest. All Company representatives are expected to take an objective look at their actions and determine whether or not a reasonable, unbiased observer — a customer, vendor, shareholder, community member or government official — would have any grounds to believe that:

	·	The confidential nature of account relationships may be breached.

	·	Fiduciary responsibilities are handled in a less than appropriate manner.

	·	Business is done with the Company on the basis of gift receiving or giving or to curry favor with special interest groups.

The Company’s name is used by a Company representative to enhance his or her personal interests when dealing with others in their political, investment or retail purchasing activities.

Any Company transactions involving the employee, a member of the employee’s family, or a close personal relationship which are not in the normal course of business must be referred to your supervisor or other Company official of senior rank. All such transactions must conform to Company policy and must be conducted on terms not more favorable than those extended to others.

Additionally, if any employee is unsure as to whether a potential conflict of interest exists (due to inadvertent situations or actions caused by business or personal relationships with customers, suppliers, business associates, or competitors of the Company), that individual is to immediately disclose the circumstances to his or her supervisor.

Corporate Opportunities

Directors, officers and employees of the Company are prohibited from (a) availing themselves of personal opportunities that properly belong to the Company or are discovered through the use of corporate property, information or position; (b) using corporate property, information or position for personal gain; or (c) competing with the Company. Directors, officers and employees owe a duty to the Company to advance the Company’s legitimate interests when the opportunity to do so arises and does not violate federal, state or local laws and any applicable rules or regulations.

Title 18 U.S. Code, Section 215, makes it a criminal offense for any Community Bank, N.A. (the “Bank”) employee to corruptly solicit for himself or herself or for a third party anything of value from anyone in return for any business, service or confidential information of the Bank, or accept anything of value (other than normal authorized compensation) from anyone in connection with the business of the Bank, either before or after a transaction is discussed or consummated. Except for the limited exceptions set forth in section entitled “Complying with the Foreign Corrupt Practices Act and Bribery Laws,” Employees and officers of the Bank are prohibited from:

	(i)	Personally benefiting from opportunities that are discovered through the use of Bank property, contacts, information or position.

	(ii)	Accepting employment or engaging in a business (including consulting or similar arrangements) that may conflict with the performance of his or her duties or the Bank’s interest.

	(iii)	Soliciting, demanding, accepting or agreeing to accept anything of value from any person in conjunction with the performance of his or her employment or duties at the Bank.

(iv)

Acting on behalf of the Bank in any transaction in which he or she or his or her immediate family has a significant direct or indirect financial interest.

Confidentiality

Directors, officers and employees must maintain the confidentiality of confidential information entrusted to them by the Company or its suppliers or customers, except when disclosure is specifically authorized by legal counsel or required by laws, regulations or legal proceedings. Confidential information includes all non-public information that might be of use to competitors of the Company or harmful to the Company or its customers or employees if disclosed.

All employees are prohibited from disclosing nonpublic information, data or records pertaining to or concerning the affairs of the Company, its customers or potential customers, other employees, and vendors outside the Company. Within the Company, disclosure of such information, data or records is to be limited to a “need to know” basis to those Company representatives whose duties require and permit them to make accurate and informed decisions based on the information. Such individuals are responsible for maintaining confidentiality and shall not share confidential information with anyone outside of the Company.

Employees, officers and their associates may be held personally liable for disclosing or for using confidential information for personal benefit. They may also be subject to governmental action.

Any public and media communications involving the Company must have prior clearance of the Senior Vice President of Retail Banking and Marketing or the President of the Bank.

Nothing contained in this section or this Code generally prohibits an employee from communicating with appropriate governmental agencies, such as the NLRB, EEOC, or SEC.

Fair Dealing

We seek to outperform our competition fairly and honestly. We seek competitive advantages through superior performance, never through unethical or illegal business practices. Stealing proprietary information, possessing or utilizing trade secret information that was obtained without the owner’s consent or inducing such disclosures by past or present employees of other companies is prohibited.

Each director, officer and employee is expected to deal fairly with the Company’s customers, suppliers, competitors, and vendors. No one should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing.

Employees must disclose prior to or at their time of hire the existence of any employment agreement, non-compete or non-solicitation agreement, confidentiality agreement or similar agreement with a former employer that in any way restricts or prohibits the performance of any duties or responsibilities of their positions with the Company. Copies of such agreements should be provided to Human Resources to permit evaluation of the agreement in light of the employee’s position. In no event shall an employee use any trade secrets, proprietary information or other similar property, acquired in the course of his or her employment with another employer, in the performance of his or her duties for or on behalf of the Company.

Employees should not directly or indirectly accept bequests under a will or trust if such bequests have been made to them because of their employment with the Company.

Protection and Proper Use of Company Assets

All employees, officers, and directors should protect the Company’s property and assets and ensure their efficient and proper use. Theft, carelessness and waste can directly impact the Company’s profitability, reputation and success. Permitting Company property (including data transmitted or stored electronically and computer resources) to be damaged, lost, or used in an unauthorized manner is strictly prohibited. Employees, officers and directors may not use corporate, bank or other official stationary for personal purposes.

Insider Trading

It is both unethical and illegal to buy, sell, trade or otherwise participate in transactions involving CFSI stock or securities of other companies while in possession of material information regarding such company that has not been released to the general public. All nonpublic information about the Company should be considered confidential information. To use nonpublic information for personal benefit or to “tip” others who might make an investment decision on the basis of such information is illegal and a violation of the Company’s Policy Prohibiting Insider Trading. Any questions concerning the propriety of engaging in a stock transaction while in possession of material nonpublic information should be directed to Danielle M. Cima, the Senior Associate General Counsel and Corporate Secretary at (315) 445-3154.

Outside Business Relationships and Activities

Before agreeing to act as a director, officer, consultant, advisor or participant in connection with any other business organization, employees should notify their immediate supervisor.

The Company encourages civic, charitable, educational and political activities as long as they do not interfere with the performance of the employee’s duties at the Company or create a potential conflict of interest. Before agreeing to participate in any civic or political activities, employees should contact their immediate supervisor. An employee must obtain written approval from his or her supervisor prior to becoming a candidate for an elective office or accepting an appointed position.

Employees who are considering outside employment should notify their manager or supervisor. Employees in some positions of the Company and its affiliates are prohibited by law from holding outside employment. Managers will review outside employment requests for potential conflicts of interest and potential for such outside employment to interfere with job performance.

Public Company Reporting

As a public company, it is of critical importance that CFSI’s filings with the Securities and Exchange Commission be accurate and timely. Depending on their position with the Company, an employee, officer or director may be called upon to provide necessary information to assure that the Company’s public reports are complete, fair and understandable. CFSI expects employees, officers and directors to take this responsibility very seriously and to provide prompt, accurate answers to inquiries related to CFSI’s public disclosure requirements.

Financial Statements and Other Records

All of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s transactions and must conform both to applicable legal and accounting requirements and to the Company’s system of internal controls.

Records should always be retained or destroyed according to the Company’s record retention policies. In accordance with those policies, in the event of litigation or governmental investigation, an employee should consult with his or her supervisor and legal counsel.

Discrimination or Harassment Prohibited

Conduct and all business decisions made by Company employees in connection with their duties associated with and on behalf of the Company shall be based on their own merits and pursuant to established and approved Company policies and procedures. The Company is committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment of any kind. Examples include derogatory comments based on racial or ethnic characteristics and unwelcome sexual advances or comments.

Political Contributions by Community Bank, N.A.

No funds or assets of the Bank shall be used to make an unlawful political contribution. For purposes of this section, the term “political contribution” shall be deemed to include not only the direct or indirect delivery of cash or property of the Bank to a political party, candidate, committee, or organization but also (1) the reimbursement by the Bank of any employee, or any other person for a political contribution made, or to be made, by such employee, or other person, or (2) the provision of services or of the use of property, or the making of a loan, to a political party, candidate, committee or organization by the Bank, except in the ordinary course of the Bank’s business and on customary commercial terms. Purchases of tickets to political dinners or other similar events or advertisements in political publications are considered to be political contributions and are not reimbursable.

The Bank, nor any persons acting on its behalf, shall not solicit, collect or distribute political contributions from employees of the Bank. It is prohibited to use the Bank’s name or reputation in connection with any political campaign.

Co-fiduciary Appointments

In accordance with Section 9.15(b) of the Regulations of the Comptroller of the Currency, the Bank may not, except with the specific approval of the Board, permit any officers or employees to retain any compensation for acting as a co-fiduciary with the Bank in the administration of any account undertaken by the Bank.

Extensions of Credit

The Bank may extend credit to any executive officer, director, or principal shareholder of the Bank only on substantially the same terms as those prevailing for comparable transactions with other persons or that may be available to bank employees generally as permitted by and in accordance with Regulation O of the Board of Governors of the Federal Reserve System.

Personal Finances

No profession or industry has been held to a higher standard of conduct or provided greater public service than the financial services industry. Consequently, all employees, officers and directors are expected to demonstrate the ability to properly manage their personal finances, particularly the prudent use of credit.

III.           REPORTING ILLEGAL OR UNETHICAL BEHAVIOR

Reporting Illegal or Unethical Behavior

In addition to the importance of maintaining customer confidence, there are specific laws that outline the actions the Company must take regarding any known, or suspected, crime involving the affairs of the Company. With regard to financial affairs, a bank must make a criminal referral in the case of any known, or suspected, theft, embezzlement, check/debit card kiting, misapplication or other defalcation involving bank funds or bank personnel in any amount.

Fraud is an element of business that can significantly affect the reputation and success of the Company. The Company requires its employees, officers and directors to report any known or suspected criminal activity involving the Company or its employees. If, during the course of employment, an individual suspects or becomes aware of any suspicious activity or behavior including concerns regarding questionable accounting or auditing matters, violations of laws, rules, regulations, or this Code, such individual must report them to either his or her supervisor or superiors or the appropriate contact in the Company’s Compliance or Internal Audit Departments. If the superiors or other employees to whom such information is conveyed are not responsive, or if there is reason to believe that reporting to such individuals is inappropriate in particular cases, then the reporting individual should contact the Company’s utilizing the third party administered anonymous tip hotline, which can be accessed by telephone at 1-877-869-7197 or via the Internet at www.communityfinancialsystem.ethicspoint.com. Such communications will be kept confidential to the extent feasible and subject to applicable law and regulations.

Accounting Complaints

The Company’s policy is to comply with all applicable financial reporting and accounting regulations. If any director, officer or employee of the Company has unresolved concerns or complaints regarding questionable accounting or auditing matters of the Company, then he or she is encouraged to submit those concerns or complaints (anonymously, confidentially or otherwise) to the Chair of the Audit Committee. Submissions may be presented directly or through the anonymous tip hotline noted above. Subject to its legal duties and applicable law, the Chair of the Audit Committee and the Audit Committee of the Board will treat such submissions confidentially to the extent possible. In addition, an individual may elect to bring any concerns directly to the appropriate governmental agency, such as the NLRB, EEOC, or SEC.

Non-Retaliation

The Company prohibits retaliation of any kind against individuals who have made good faith reports or complaints of violations of this Code or other known or suspected illegal or unethical conduct.

Penalties for Violations of Code and/or Regulations and Laws

Any employee, officer or director of the Company who violates the law or the standards contained in this Code may be subject to immediate dismissal and criminal or civil proceedings to the fullest extent applicable laws permit.

IV.           AMENDMENT, MODIFICATION AND WAIVER

The Code is designed to be consistent with the regulatory and legal frameworks that governs the Company’s industry. This Code may be amended or modified by the Board and may be amended as required by law or regulation. All amendments are effective immediately upon posting.

Administration and Waiver of Code of Conduct

This Code shall be administered and monitored by the Human Resources Department. Any questions and further information on this Code should be directed to Human Resources Department. All managers and direct supervisors are responsible for reviewing this Code with their subordinates as issues may arise and any time the Code is revised or modified. A copy of this Code will be distributed with the Employee Handbook. The Employee Handbook will be issued to all new employees and officers at the time of employment and available to employees and officers on an ongoing basis.

Employees and officers of the Company are expected to follow this Code at all times. Generally, there should be no waivers to this Code, however, in rare circumstances conflicts may arise that necessitate waivers. Waivers will be determined on a case-by-case basis by the Chief Human Resources Officer and the Company’s General Counsel. However, waivers for executive officers must be determined by the Board. Any waiver and the grounds for such waiver for employees and executive officers will be disclosed as may be required by the Securities and Exchange Act of 1934 and the rules thereunder and the applicable rules of the New York Stock Exchange.

Rev. 7/16/24

Exhibit 99.1

News Release

For further information, please contact:

5790 Widewaters Parkway, DeWitt, N.Y. 13214

Joseph E. Sutaris,
EVP & Chief Financial Officer

Office: (315) 445-7396

COMMUNITY FINANCIAL SYSTEM, INC. ANNOUNCES INCREASE TO ITS QUARTERLY DIVIDEND RESULTING IN ITS

32^nd CONSECUTIVE YEAR OF DIVIDEND INCREASES

SYRACUSE, N.Y. — July 17, 2024 — Community Financial System, Inc. (NYSE: CBU) (the “Company”) announced that it has declared a quarterly cash dividend of $0.46 per share on its common stock. The dividend will be payable on October 10, 2024 to shareholders of record as of September 13, 2024.

The $0.46 cash dividend represents a $0.01, or 2.2%, increase and an annualized yield of 3.25% based on the closing share price of $56.63 on July 16, 2024. President and Chief Executive Officer, Dimitar Karaivanov, commented, “Our consistent profitability, rooted in our financial services business model, coupled with our strong cash flows, have positioned us to increase our dividend for 32 consecutive years. We have returned over $750 million to our Shareholders through dividends over the last 10 years and believe a growing dividend demonstrates our commitment to provide favorable long term returns to our Shareholders.”

About Community Financial System, Inc.

Community Financial System, Inc. is a diversified financial services company that is 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 $15 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 75 U.S. insurance agency. The Company also offers comprehensive financial planning, trust administration and wealth management services through its Wealth Management 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 visit www.cbna.com or www.communityfinancialsystem.com.

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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 recent bank failures; 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, 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 pending 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.

Cover	Jul. 17, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 17, 2024
Entity File Number	001-13695
Entity Registrant Name	COMMUNITY FINANCIAL SYSTEM, INC.
Entity Central Index Key	0000723188
Entity Tax Identification Number	16-1213679
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	5790 Widewaters Parkway
Entity Address, City or Town	DeWitt
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	13214
City Area Code	315
Local Phone Number	445-2282
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $1.00 par value per share
Trading Symbol	CBU
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Information, Former Legal or Registered Name	Community Bank System, Inc.