FINANCIAL INSTITUTIONS INC 8-K

What Happened

• Financial Institutions, Inc. (FISI) announced in a Form 8‑K (Item 5.02) that director Donald K. Boswell informed the board on March 4, 2026 that he will not stand for re‑election at the 2026 Annual Meeting of Shareholders.
• Mr. Boswell will retire from the boards of Financial Institutions, Inc. and its wholly‑owned subsidiary Five Star Bank immediately following the 2026 Annual Meeting, after nine years of service. The company stated his decision reflects his intent to pursue outside interests and was not due to any disagreement with the company or management.

Key Details

• Date Mr. Boswell informed the board: March 4, 2026.
• Retirement effective: Immediately following the 2026 Annual Meeting of Shareholders.
• Tenure: Nine years on the boards of FISI and Five Star Bank.
• Filing date / signature: Form 8‑K filed March 10, 2026; signed by Samuel J. Burruano, Jr., Executive VP, Chief Legal Officer and Corporate Secretary.

Why It Matters

• This is a board composition change that shareholders should note ahead of the 2026 Annual Meeting.
• The company confirmed the departure is voluntary and not due to disputes or operational issues, reducing concerns about governance conflicts.
• Investors may watch for subsequent announcements about director nominations or board succession plans announced in connection with the annual meeting.