FINANCIAL INSTITUTIONS INC 10-Q

ITEM 5. Other Information During the second quarter of 2024 , none of our directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as that term is used in SEC regulations. 72 Table of Contents ITEM 6. Exhibits (a) The following is a list of all exhibits filed or incorporated by reference as part of this Report: Exhibit Number Description Location 3.1 Amended and Restated Certificate of Incorporation of the Company Incorporated by reference to Exhibits 3.1 , 3.2 and 3.3 of the Form 10-K for the year ended December 31, 2008, dated March 12, 2009 3.2 Amended and Restated Bylaws of Financial Institutions, Inc. Incorporated by reference to Exhibit 3.1 of the Form 8-K, dated June 25, 2019 31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 – Principal Executive Officer Filed Herewith 31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 – Principal Financial Officer Filed Herewith 32 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Filed Herewith 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema With Embedded Linkbases Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 73 Table of Contents SIGNA TURES 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. FINANCIAL INSTITUTIONS, INC. /s/ Martin K. Birmingham , August 5, 2024 Martin K. Birmingham President and Chief Executive Officer (Principal Executive Officer) /s/ W. Jack Plants II , August 5, 2024 W. Jack Plants II Executive Vice President and Chief Financial Officer and Treasurer (Principal Financial Officer) /s/ Sandra L. Byers , August 5, 2024 Sandra L. Byers Senior Vice President and Controller (Principal Accounting Officer) 74