UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 16, 2024 |
Financial Institutions, Inc.
(Exact name of Registrant as Specified in Its Charter)
New York |
0-26481 |
16-0816610 |
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(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
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220 Liberty Street |
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Warsaw, New York |
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14569 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: 585 786-1100 |
Not Applicable |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Common stock, par value $0.01 per share |
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FISI |
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Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On September 16, 2024, Financial Institutions, Inc. (the “Company”) issued a press release announcing its intent to begin an orderly wind down of its Banking-as-a-Service (“BaaS”) offerings, following a careful review by the Company’s executive management and Board of Directors undertaken in conjunction with its annual strategic planning process.
A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K pursuant to Item 8.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”), as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, of the Exchange Act, whether made before or after the date of this report, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
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Description |
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Location |
99.1 |
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Press Release issued by Financial Institutions, Inc. on September 16, 2024 |
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Filed Herewith |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Financial Institutions, Inc. |
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Date: |
September 16, 2024 |
By: |
/s/ W. Jack Plants II |
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W. Jack Plants II |
Financial Institutions, Inc. Announces Intent to Begin Winding Down BaaS, Reflecting Strategic Focus on Core Franchise
The parent company of Five Star Bank plans to initiate an orderly wind down process for its Banking-as-a-Service offerings, which as of June 30, 2024 represented about 2% of deposits and under 1% of loans
WARSAW, N.Y., September 16, 2024 – Financial Institutions, Inc. (NASDAQ: FISI) (the "Company," "we" or "us"), a diversified financial services company and parent company of Five Star Bank (the “Bank”) and Courier Capital, LLC (“Courier Capital”), today announced its intent to begin an orderly wind down of its Banking-as-a-Service (“BaaS”) offerings, following a careful review by the Company’s executive management and Board of Directors undertaken in conjunction with its annual strategic planning process.
“Since our entry into BaaS, we have moved forward at a measured and conservative pace to balance growth with effective risk management. Following an internal review that considered many factors, including the contribution of BaaS to our core financial results, evolving regulatory expectations and a proposed rule regarding the re-classification of BaaS deposits as brokered, in addition to the future investments in talent and technology necessary to achieve scale, we are prioritizing our core community banking franchise and intend to begin winding down our BaaS offerings,” said Martin K. Birmingham, President and Chief Executive Officer of the Company and the Bank. “We see significant opportunity and growth potential for our retail banking, commercial banking and wealth management business lines within our existing geographic markets. This decision allows us to continue to nurture those lines of business and drive value into the Company for the benefit of our shareholders, customers, associates and communities.”
As of June 30, 2024, the Company’s balance sheet included approximately $108 million of deposits, representing about 2% of total deposits, and $31 million of loans, representing less than 1% of total loans, related to its BaaS offerings. Of the Bank’s 12 current BaaS partnerships, four are live, two are in onboarding, four have not yet begun testing, and two have already been in the process of offboarding. Given the modest size of the business, the financial impact is expected to be immaterial, and the Company looks forward to providing additional detail on its third quarter earnings call in October.
As the Bank begins the process of working to support orderly transitions for its BaaS partner firms, the Bank is preliminarily targeting completion of the wind down of its BaaS business sometime in 2025.
The Bank expects to retain all personnel positions supporting the BaaS line of business, both through the wind down period and beyond, refocusing those roles on supporting the growth of its core banking operations.
About Financial Institutions, Inc.
Financial Institutions, Inc. (NASDAQ: FISI) is an innovative financial holding company with approximately $6.1 billion in assets offering banking and wealth management products and services. Its Five Star Bank subsidiary provides consumer and commercial banking and lending services to individuals, municipalities and businesses through banking locations spanning Western and Central New York and a commercial loan production office serving the Mid-Atlantic region. Courier Capital, LLC offers customized investment management, financial planning and consulting services to individuals and families, businesses, institutions, non-profits and retirement plans. Learn more at Five-StarBank.com and FISI-Investors.com.
Safe Harbor Statement
This press release may contain forward-looking statements as defined by Section 21E of the Securities Exchange Act of 1934, as amended, that involve significant risks and uncertainties. In this context, forward-looking statements often address our expected future business and financial performance and financial condition, and often contain words such as "believe," "anticipate," "continue," "estimate," "expect," "focus," "forecast," "intend," "may," "plan," "preliminary," "should," or "will." Statements herein are based on certain assumptions and analyses by the Company and factors it believes are appropriate in the circumstances. Actual results could differ materially from those contained in or implied by such statements for a variety of reasons including, but not limited to: additional information regarding the deposit fraudulent activity; changes in interest rates; inflation; changes in deposit flows and the cost and availability of funds; the Company’s ability to implement its strategic plan, including by expanding its commercial lending footprint and integrating its acquisitions; whether the Company experiences greater credit losses than expected; whether the Company experiences breaches of its, or third party, information systems; the attitudes and preferences of the Company's customers; legal and regulatory proceedings and related matters, including any action described in our reports filed with the SEC, could adversely affect us and the banking industry in general; the competitive environment; fluctuations in the fair value of securities in its investment portfolio; changes in the regulatory environment and the Company's compliance with regulatory requirements; and general economic and credit market conditions nationally and regionally; and the macroeconomic volatility related to the impact of a pandemic or global political unrest. Consequently, all forward-looking statements made herein are qualified by these cautionary statements and the cautionary language and risk factors included in the Company's Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q and other documents filed with the SEC. Except as required by law, the Company undertakes no obligation to revise these statements following the date of this press release.
For additional information contact:
Kate Croft
Director of Investor and External Relations
(716) 817-5159
klcroft@five-starbank.com