FISI Financial Institutions Inc - 8-K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 4, 2026, Donald K. Boswell, a member of the Board of Directors (the “Board”) of Financial Institutions, Inc. (the “Company”) and the Board of Directors of the Company’s wholly-owned subsidiary, Five Star Bank, informed the Board of his decision not to stand for re-election at the 2026 Annual Meeting of Shareholders. His retirement from both boards following nine years of service will take effect immediately following the 2026 Annual Meeting of Shareholders. Mr. Boswell's decision not to stand for re-election reflects his intent to pursue outside interests, and it did not result from any disagreement with the Company, the Board, management, or any matter relating to the Company’s operations, policies or practices.