8-K
filed December 11, 2025, 6:59 PM ET
ticker FISI
CIK 0000862831
debt
confidence high
sentiment positive
materiality 0.65
FINANCIAL INSTITUTIONS INC (FISI): debt financing — Financial Institutions Inc. issues $80M subnotes at 6.50%, to redeem $65M higher-cost debt
FINANCIAL INSTITUTIONS INC
- Issued $80M of 6.50% fixed-to-floating subordinated notes due 2035; fixed rate for first 5 years, then SOFR+312bps.
- Net proceeds to redeem $65M of outstanding subnotes currently bearing ~8.1-8.2% interest, expected redemption on/about Jan 15, 2026.
- Notes rated BBB- by Kroll; CEO expects Total Risk-Based Capital ratio to be temporarily elevated ~150 bps at year-end.
- CEO says refinancing provides more attractive rates and additional capital for deployment.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
FINANCIAL INSTITUTIONS INC incurred senior notes of $80.0 million in aggregate principal amount at 6.50% maturing December 15, 2035.
- Instrument
- senior notes
- Principal
- $80.0 million in aggregate principal amount
- Rate
- 6.50%
- Maturity
- December 15, 2035
- Event
- incurrence
Exact text from the filing
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
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
FINANCIAL INSTITUTIONS INC entered into Indenture with Wilmington Trust, National Association (effective 2025-12-11).
- Action
- entry
- Agreement
- notes offering
- Counterparty
- Wilmington Trust, National Association
- Effective
- 2025-12-11
Exact text from the filing
The Subordinated Notes were issued under an Indenture, dated December 11, 2025 (the “Indenture”), by and between the Company and Wilmington Trust, National Association as trustee (the “Trustee”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
FINANCIAL INSTITUTIONS INC entered into Registration Rights Agreements with the Subordinated Note Purchasers (effective 2025-12-11).
- Action
- entry
- Agreement
- notes offering
- Counterparty
- the Subordinated Note Purchasers
- Effective
- 2025-12-11
Exact text from the filing
On December 11, 2025, in connection with the issuance of the Subordinated Notes, the Company entered into Registration Rights Agreements (the “Registration Rights Agreements”) with the Subordinated Note Purchasers.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
FINANCIAL INSTITUTIONS INC entered into Subordinated Note Purchase Agreements with certain qualified institutional buyers and institutional accredited investors valued at $80.0 million (effective 2025-12-11).
- Action
- entry
- Agreement
- notes offering
- Counterparty
- certain qualified institutional buyers and institutional accredited investors
- Value
- $80.0 million
- Effective
- 2025-12-11
Exact text from the filing
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
View on SEC.gov
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