Financial Institutions, Inc. entered into a Subordinated Note Purchase Agreement with certain qualified institutional buyers and accredited investors pursuant to which the Company sold and issued $35 million in aggregate principal of its 4.375 % Fixed-to-Floating Rate Subordinated Notes due October 15, 2030. The Notes are redeemable, in whole or in part, on October 15, 2025 or on any interest payment date thereafter at the Company’s option. The Notes are also redeemable in whole but not in part upon the occurrence of certain events as described in the Notes, subject to the approval of the Federal Reserve, if required. The Purchase Agreement contains certain customary representations, warranties and covenants made by the Company, on the one hand, and the Purchasers, severally and not jointly, on the other hand.