---
schema_version: "secwatch.filing_event.v1"
accession: "0000950170-24-038907"
form_type: "8-K"
ticker: "FISI"
cik: "0000862831"
company_name: "FINANCIAL INSTITUTIONS INC"
filed_at: "2024-04-01T23:59:59+00:00"
generated_at: "2026-06-04T05:05:20.870355+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# Financial Institutions sells SDN Insurance Agency to NFP for $27M cash

## Summary
- All-cash purchase price of $27.0M, representing ~4.0x 2023 insurance income.
- Transaction eliminates $11.3M in goodwill/intangibles and boosts pro forma CET1 ratio by 43 bps.
- SDN President William E. Gallagher and team join NFP; deal closed same day (April 1, 2024).
- Company cites focus on core banking franchise and strengthened capital position.
- Piper Sandler served as financial advisor; Luse Gorman as legal counsel.

## SEC filing metadata
- accession: 0000950170-24-038907
- form_type: 8-K
- ticker: FISI
- cik: 0000862831
- company_name: FINANCIAL INSTITUTIONS INC
- filed_at: 2024-04-01T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 2.01, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/862831/000095017024038907/0000950170-24-038907-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/862831/000095017024038907/fisi-20240401.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950170-24-038907
- JSON: https://secwatch.observer/filing/0000950170-24-038907.json
- Plain text: https://secwatch.observer/filing/0000950170-24-038907.txt

## Key facts
- M&A Transactions
  FINANCIAL INSTITUTIONS INC completed a disposition involving NFP Property & Casualty Services, Inc. for $27.0 million in cash (closed 2024-04-01).
  - Action: disposition
  - Counterparty: NFP Property & Casualty Services, Inc.
  - Consideration: $27.0 million in cash
  - Closing: 2024-04-01
  source text: Pursuant to the terms of the Purchase Agreement, upon Closing, NFP paid $27.0 million in cash to the Company on April 1, 2024.
  evidence_url: https://www.sec.gov/Archives/edgar/data/862831/000095017024038907/0000950170-24-038907-index.htm
- Material Agreements
  FINANCIAL INSTITUTIONS INC entered into Purchase Agreement with NFP Property & Casualty Services, Inc. valued at $27.0 million (effective 2024-04-01).
  - Action: entry
  - Agreement: asset purchase
  - Counterparty: NFP Property & Casualty Services, Inc.
  - Value: $27.0 million
  - Effective: 2024-04-01
  source text: On April 1, 2024, Financial Institutions, Inc. (NASDAQ: FISI) (the “Company”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) pursuant to which the Company agreed to the sale of the assets of its wholly-owned subsidiary SDN Insurance Agency, LLC (“SDN”) (“Asset Purchase”) to NFP Property & Casualty Services, Inc. (“NFP”), a subsidiary of NFP Corp. Pursuant to the terms of the Purchase Agreement, at the closing of the Asset Purchase, which was also completed on April 1, 2024 (“Closing”), NFP paid a purchase price of $27.0 million in cash to the Company.
  evidence_url: https://www.sec.gov/Archives/edgar/data/862831/000095017024038907/0000950170-24-038907-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.