FISI

Business Context and Reporting Period

Company: Financial Institutions, Inc. (FISI)
Filing Type: Form 8-K (Current Report)
Date of Report: May 28, 2025
Principal Office: Warsaw, New York
Exchange: Nasdaq Global Select Market

Key Financial Metrics

This filing is a Regulation FD disclosure regarding dividend declarations. It does not contain comprehensive financial statements, revenue, profit, cash flow, margins, debt, or liquidity metrics for the reporting period.

Material Changes

The primary material event reported is the declaration of cash dividends by the Board of Directors on May 28, 2025:

• Common Stock: $0.31 per share
• Series A 3% Preferred Stock: $0.75 per share
• Series B-1 8.48% Preferred Stock: $2.12 per share

Guidance, Outlook, and Management Commentary

Dividend Payment Details:

• Record Date: June 13, 2025
• Payment Date: July 2, 2025

The filing includes a press release (Exhibit 99.1) but does not provide forward-looking guidance, management commentary on operational performance, specific risks, or contingencies beyond the standard disclosure language regarding the press release not being deemed "filed" under Section 18 of the Exchange Act.

Investor Verification Checklist

• Verify the record date (June 13, 2025) to ensure eligibility for the declared dividends.
• Confirm the payment date (July 2, 2025) for cash flow planning.
• Review the full text of the press release (Exhibit 99.1) for any additional context not summarized in the 8-K.
• Note that this filing does not report quarterly or annual financial performance; refer to the most recent 10-Q or 10-K for revenue and profit data.