UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Matters. |
On June 24, 2025, Community Bank, N.A. (the “Community Bank”), the wholly-owned banking subsidiary of Community Financial System, Inc. (the “Company”), entered into a Purchase and Assumption Agreement (the “Agreement”) with Santander Bank, N.A. (“Santander”) pursuant to which Community Bank agreed to acquire certain assets and assume certain liabilities of seven Santander branch offices located in Allentown, Pennsylvania area (the “Branches”). Subject to the terms of the Agreement, Community Bank will acquire approximately $600 million in deposits and approximately $33 million in branch-related loans. Community Bank will pay a deposit premium of 8.0%, or approximately $48 million, in estimated cash consideration to Santander Bank for the branch assets and liabilities. In addition, Community Bank’s wholly-owned subsidiary, Nottingham Investment Services, Inc., has agreed to purchase related wealth management relationships from Santander’s affiliate, Santander Securities LLC.
The Agreement contains certain customary representations, warranties, and covenants of the parties, including, among others, covenants providing that (i) Community Bank offer employment to the Branch employees, (ii) Santander shall conduct the business at the Branches in the ordinary course during the period between the execution of the Agreement and consummation of the acquisition, and (iii) Santander is subject to certain non-compete and non-solicitation covenants relating to the Branches and the business being acquired by Community Bank. The acquisition is subject to receipt of all required regulatory approvals, as well as other customary conditions to closing, including the execution and delivery of related transaction documents. The acquisition is expected to be completed in the fourth quarter of 2025.
A copy of the press release, dated June 25, 2025, issued by the Company to announce the execution of the Agreement, is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| 99.1 | Press Release, dated June 25, 2025, 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: June 25, 2025 | ||
Exhibit Index
| Exhibit Number | Description |
| 99.1 | Press Release, dated June 25, 2025, issued by Community Financial System, Inc. |
| 104 | Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL) |