On December 11, 2025, Financial Institutions, Inc. (the “Company”), Warsaw, New York, the holding company for Five Star Bank, completed a private issuance of $80.0 million of 6.50% Fixed-to-Floating Rate Subordinated Notes due 2035. The Company entered into a registration rights agreement with each of the purchasers of the Notes under which it will exchange the Notes for similar notes that are registered under the Securities Act of 1933.

As of September 30, 2025, Financial Institutions, Inc. had $6.3 billion in assets, 50 locations throughout Western New York and one location in the Mid-Atlantic region.

Luse Gorman served as legal counsel to Financial Institutions, Inc. The Luse Gorman team consisted of Ben Azoff, Jeff Cardone, Ellie Cook and Anahita Mohtasham- Gharagozloo.

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