Financial Institutions, Inc. Signs Material Definitive Agreement

TL;DR

FINANCIAL INSTITUTIONS INC (FISI) SIGNED A BIG DEAL ON DEC 11, 2024 - DETAILS TO COME.

AI Summary

Financial Institutions, Inc. announced on December 11, 2024, that it entered into a material definitive agreement. The company, headquartered in Warsaw, New York, filed an 8-K form with the SEC to report this event. Specific details of the agreement were not disclosed in the provided text, but its material nature suggests a significant impact on the company.

Why It Matters

The entry into a material definitive agreement by Financial Institutions, Inc. indicates a significant business development that could affect its operations, financial standing, or strategic direction.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could involve significant financial or operational changes, but the lack of specific details makes the immediate risk level uncertain.

Key Players & Entities

• Financial Institutions, Inc. (company) — Registrant
• December 11, 2024 (date) — Date of earliest event reported
• Warsaw, New York (location) — Principal Executive Offices
• 585 786-1100 (phone_number) — Registrant's Telephone Number

FAQ

Key Financial Figures

• $0.01 — ich registered Common stock, par value $0.01 per share FISI Nasdaq Global Select
• $25.00 — Stock"), at a public offering price of $25.00 per share in an underwritten public off
• $94,300,000 — eds of the Offering to be approximately $94,300,000. The Company intends to use the net pro

Filing Documents

• d905176d8k.htm (8-K) — 33KB
• d905176dex11.htm (EX-1.1) — 188KB
• d905176dex51.htm (EX-5.1) — 9KB
• d905176dex991.htm (EX-99.1) — 9KB
• d905176dex992.htm (EX-99.2) — 9KB
• 0001193125-24-276369.txt ( ) — 432KB
• fisi-20241211.xsd (EX-101.SCH) — 3KB
• fisi-20241211_lab.xml (EX-101.LAB) — 17KB
• fisi-20241211_pre.xml (EX-101.PRE) — 11KB
• d905176d8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 11, 2024, Financial Institutions, Inc. (the "Company"), a financial holding company organized under the laws of New York State that operates through its wholly owned banking subsidiary, Five Star Bank (the "Bank"), entered into an underwriting agreement (the "Underwriting Agreement") with Keefe, Bruyette & Woods, Inc., as representative of the several underwriters named in Schedule I thereto (collectively, the "Underwriters"), to issue and sell 4,000,000 shares of the Company's common stock, par value $0.01 per share ("Common Stock"), at a public offering price of $25.00 per share in an underwritten public offering (the "Offering"). The offer and sale of shares of Common Stock in the Offering was registered under the Securities Act of 1933, as amended (the "Act"), pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-283475), which was declared effective by the Securities and Exchange Commission on December 4, 2024, as supplemented by the prospectus supplement dated December 11, 2024. As part of the Offering, the Company granted the Underwriters a 30-day option to purchase up to an additional 600,000 shares of Common Stock at the public offering price, less underwriting discounts and commissions. After deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, the Company expects the net proceeds of the Offering to be approximately $94,300,000. The Company intends to use the net proceeds from the Offering for general corporate purposes which may include a balance sheet restructuring through the repositioning of a substantial portion of the Company's available-for-sale debt securities portfolio to support the Company's continued growth as well as the repayment of indebtedness. The Offering is expected to close on or about December 13, 2024, subject to the satisfaction of customary closing conditions. The Underwriting Agreeme

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: December 12, 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