Financial Institutions Inc. Files 8-K

TL;DR

FINANCIAL INSTITUTIONS INC FILED A STANDARD 8-K ON 3/11/24.

AI Summary

Financial Institutions, Inc. filed an 8-K on March 11, 2024, to report current information. The filing does not detail specific transactions or events but serves as a standard notification to the SEC.

Why It Matters

This 8-K filing indicates that Financial Institutions, Inc. is providing updates to the SEC, which is a routine but necessary part of maintaining public company compliance.

Risk Assessment

Risk Level: low — This filing is a routine 8-K and does not contain any specific material events or financial disclosures that would indicate increased risk.

Key Players & Entities

• Financial Institutions, Inc. (company) — Registrant
• March 11, 2024 (date) — Date of Report
• 220 Liberty Street, Warsaw, New York 14569 (location) — Principal Executive Offices
• 585 786-1100 (phone_number) — Registrant's Telephone Number

FAQ

Key Financial Figures

• $0.01 — ch registered Common stock, par value $0.01 per share FISI Nasdaq Global Select
• $18.9 m — pany currently estimates could be up to $18.9 million, or $14.1 million net of taxes. T
• $14.1 million — imates could be up to $18.9 million, or $14.1 million net of taxes. The ultimate financial im

Filing Documents

• fisi-20240311.htm (8-K) — 39KB
• 0000950170-24-028925.txt ( ) — 151KB
• fisi-20240311.xsd (EX-101.SCH) — 24KB
• fisi-20240311_htm.xml (XML) — 5KB

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. Five Star Bank (the "Bank"), the wholly owned subsidiary of Financial Institutions, Inc. (the "Company"), recently discovered fraudulent activity associated with deposit transactions conducted over the course of several business days ending in early March 2024 by an in-market business customer of the Bank. The Bank continues to investigate this matter to determine the potential exposure to the Company, which the Company currently estimates could be up to $18.9 million, or $14.1 million net of taxes. The ultimate financial impact could be lower and will depend, in part, on the Bank's success in recovering the funds. The Bank plans to pursue all available sources of recovery to mitigate the potential loss. The Bank will remain well-capitalized. The Bank is working with the appropriate law enforcement authorities in connection with this matter. The Company may be limited in what information it can disclose due to the ongoing investigation. Based on the Bank's review of the circumstances of the fraudulent activity, the Bank believes this incident is an isolated occurrence involving a single, deposit-only business relationship. This information is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this report, except as shall be expressly set forth by specific reference in such filing.

Forward Looking Statements

Forward Looking Statements This Current Report on Form 8-K may contain forward-looking statements as defined by Section 21E of the Exchange Act, that involve significant risks and uncertainties. In this context, forward-looking statements often address our expected future business and financial performance and financial condition, and often contain words such as "believe," "continue," "estimate," "expect," "forecast," "intend," "plan," "preliminary," "should," or "will." Statements herein are based on certain assumptions and analyses by the Company and factors it believes are appropriate in the circumstances. Actual results could differ materially from those contained in or implied by such statements for a variety of reasons including, but not limited to: additional information regarding the potentially fraudulent activity; changes in interest rates; inflation; changes in deposit flows and the cost and availability of funds; the Company's ability to implement its strategic plan, including by expanding its commercial lending footprint and integrating its acquisitions; whether the Company experiences greater credit losses than expected; whether the Company experiences breaches of its, or third party, information systems; the attitudes and preferences of the Company's customers; legal and regulatory proceedings and related matters, including any action described in our reports filed with the Securities and Exchange Commission ("SEC"), could adversely affect us and the banking industry in general; the competitive environment; fluctuations in the fair value of securities in its investment portfolio; changes in the regulatory environment and the Company's compliance with regulatory requirements; general economic and credit market conditions nationally and regionally; and the macroeconomic volatility related to the impact of the COVID-19 pandemic or global political unrest. Consequently, all forward-looking statements made herein are qualified by these cautionary stateme

SIGNATURES

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 thereunto duly authorized. Financial Institutions, Inc. Date: March 11, 2024 By: /s/ W. Jack Plants, II W. Jack Plants, II Executive Vice President, Chief Financial Officer and Treasurer

View Full Filing

View this 8-K filing on SEC EDGAR