Financial Institutions Inc. Reports Material Agreement and Asset Deal

TL;DR

FINANCIAL INSTITUTIONS INC JUST FILED AN 8-K FOR A MATERIAL AGREEMENT AND ASSET DEAL ON 4/1/24.

AI Summary

Financial Institutions, Inc. announced on April 1, 2024, that it has entered into a material definitive agreement and completed an acquisition or disposition of assets. The company is incorporated in New York and its principal executive offices are located at 220 Liberty Street, Warsaw, NY.

Why It Matters

This filing indicates significant corporate activity for Financial Institutions, Inc., potentially involving mergers, acquisitions, or divestitures that could impact its business structure and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements and asset dispositions can introduce significant financial and operational risks, depending on the nature and scale of the transaction.

Key Numbers

• 0-26481 — SEC File Number (Identifies the company's filing history with the SEC.)
• 16-0816610 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Financial Institutions, Inc. (company) — Registrant
• New York (location) — State of Incorporation
• 220 Liberty Street, Warsaw, New York 14569 (location) — Principal Executive Offices
• April 01, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.01 — ch registered Common stock, par value $0.01 per share FISI Nasdaq Global Select
• $27.0 million — Closing"), NFP paid a purchase price of $27.0 million in cash to the Company. The foregoing

Filing Documents

• fisi-20240401.htm (8-K) — 53KB
• fisi-ex2_1.htm (EX-2.1) — 543KB
• fisi-ex99_1.htm (EX-99.1) — 17KB
• img145321324_0.jpg (GRAPHIC) — 928KB
• 0000950170-24-038907.txt ( ) — 2042KB
• fisi-20240401.xsd (EX-101.SCH) — 24KB
• fisi-20240401_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Asset Purchase Agreement On April 1, 2024, Financial Institutions, Inc. (NASDAQ: FISI) (the "Company") entered into an Asset Purchase Agreement (the "Purchase Agreement") pursuant to which the Company agreed to the sale of the assets of its wholly-owned subsidiary SDN Insurance Agency, LLC ("SDN") ("Asset Purchase") to NFP Property & Casualty Services, Inc. ("NFP"), a subsidiary of NFP Corp. Pursuant to the terms of the Purchase Agreement, at the closing of the Asset Purchase, which was also completed on April 1, 2024 ("Closing"), NFP paid a purchase price of $27.0 million in cash to the Company. The foregoing summary of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is attached as Exhibit 2.1 hereto and incorporated herein by reference.

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. Pursuant to the terms of the Purchase Agreement, upon Closing, NFP paid $27.0 million in cash to the Company on April 1, 2024.

01 Other Events

Item 8.01 Other Events. On April 1, 2024, the Company issued a press release announcing the execution of the Purchase Agreement. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The Company also published an investor presentation with further information regarding the Asset Purchase and Closing on its website at www.FISI-investors.com under "Events & Presentations". Investors should note that the Company announces material information in Securities and Exchange Commission ("SEC") filings and press releases. Based on guidance from the SEC, the Company may also use the Investor Relations section of its corporate website, www.FISI-investors.com , to communicate with investors about the Company. It is possible that the information posted there could be deemed to be material information. The information on the Company's website is not incorporated by reference into this Current Report on Form 8-K.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. d) Exhibits. Exhibit Number Description Location 2.1 Asset Purchase Agreement dated April 1, 2024, among NFP Property & Casualty Services, Inc., SDN Insurance Agency, LLC and Financial Institutions, Inc. Filed Herewith 99.1 Press Release issued by Financial Institutions, Inc. on April 1, 2024 Filed Herewith 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: April 1, 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