Financial Institutions Inc 8-K Filing

FAQ

Key Financial Figures

• $0.01 — ch registered Common stock, par value $0.01 per share FISI Nasdaq Global Select
• $80.0 million — ") pursuant to which the Company issued $80.0 million in aggregate principal amount of its 6.
• $65.0 million — he proceeds from the offering to redeem $65.0 million of its currently outstanding subordinat
• $30.0 million — nding subordinated notes, consisting of $30.0 million in aggregate principal amount of its 6.
• $35.0 million — issued in 2015 (the "2015 Notes"), and $35.0 million in aggregate principal amount of its 4.

Filing Documents

• fisi-20251211.htm (8-K) — 79KB
• fisi-ex4_1.htm (EX-4.1) — 926KB
• fisi-ex10_1.htm (EX-10.1) — 296KB
• fisi-ex10_2.htm (EX-10.2) — 274KB
• fisi-ex99_1.htm (EX-99.1) — 19KB
• img144803945_0.jpg (GRAPHIC) — 316KB
• img145321324_0.jpg (GRAPHIC) — 316KB
• 0001193125-25-316059.txt ( ) — 3080KB
• fisi-20251211.xsd (EX-101.SCH) — 24KB
• fisi-20251211_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On December 11, 2025, Financial Institutions, Inc. (the "Company") entered into Subordinated Note Purchase Agreements (collectively, the "Subordinated Note Purchase Agreements") with certain qualified institutional buyers and institutional accredited investors (collectively, the "Subordinated Note Purchasers") pursuant to which the Company issued $80.0 million in aggregate principal amount of its 6.50% Fixed-to-Floating Rate Subordinated Notes due 2035 (the "Subordinated Notes") at a price equal to 100% of the principal amount. The Subordinated Note Purchase Agreements include customary representations, warranties, and covenants. The representations, warranties, and covenants contained in the Subordinated Note Purchase Agreements were made only for purposes of the Subordinated Note Purchase Agreements and as of specific dates, were solely for the benefit of the parties to the Subordinated Note Purchase Agreements, and are not representations of factual information to investors about the Company or its subsidiaries. The Subordinated Notes were offered and sold by the Company to the Subordinated Note Purchasers in a private placement transaction in reliance on the Section 4(a)(2) exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the provisions of Regulation D thereunder. The Company intends to use the proceeds from the offering to redeem $65.0 million of its currently outstanding subordinated notes and for general corporate purposes. The Subordinated Notes mature on December 15, 2035 and bear interest at a fixed annual rate of 6.50%, payable semi-annually in arrears, to but excluding December 15, 2030. From and including December 15, 2030 to but excluding the maturity date or earlier prepayment date, the interest rate will reset quarterly to an interest rate per annum initially equal to the then-current three-month Secured Overnight Financing Rat

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On December 11, 2025, the Company issued a press release announcing the completion of the offering of the Subordinated Notes, a copy of which is furnished herewith as Exhibit 99.1. The information contained in this Item 7.01 and Exhibit 99.1 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 such section, nor will such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

01 Other Events

Item 8.01 Other Events On December 11, 2025, the Company notified the Trustee of its intention to redeem the remaining $65.0 million of its currently outstanding subordinated notes, consisting of $30.0 million in aggregate principal amount of its 6.00% Fixed-to-Floating Rate Subordinated Notes due 2030, which were originally issued in 2015 (the "2015 Notes"), and $35.0 million in aggregate principal amount of its 4.375% Fixed-to-Floating Rate Subordinated Notes due 2030, which were originally issued in 2020 (the "2020 Notes," and together with the 2015 Notes, the "Called Notes"). The redemption price for the Called Notes will equal 100% of the aggregate principal amount of the Called Notes, plus accrued and unpaid interest to, but excluding the redemption date. The redemption is expected to occur on or about January 15, 2026. The Called Notes bear interest at a variable rate, reset quarterly, which most recently approximated 8.17% per annum for the 2015 Notes and approximately 8.11% per annum for the 2020 Notes.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit Number Description Location 4.1 Indenture, dated December 11, 2025, between Financial Institutions, Inc. and Wilmington Trust, National Association, as Trustee Filed Herewith 4.2 Form of Subordinated Note ( incorporated by reference to Exhibit A-1 and Exhibit A-2 to Exhibit 4.1 ) Filed Herewith 10.1 Form of Subordinated Note Purchase Agreement Filed Herewith 10.2 Form of Registration Rights Agreement Filed Herewith 99.1 Press Release issued by Financial Institutions, Inc. on December 11, 2025 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: December 11, 2025 By: /s/ W. Jack Plants, II W. Jack Plants, II Executive Vice President, Chief Financial Officer and Treasurer

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