FIISO Financial Institutions Inc (PK)

Item 8.01 Other Events.

As previously disclosed, Financial Institutions, Inc. (the “Company”) is party to an action filed against it on May 16, 2017 by Matthew L. Chipego, Charlene Mowry, Constance C. Churchill, and Joseph W. Ewing in the Court of Common Pleas in Philadelphia, Pennsylvania (the “Court”). The plaintiffs sought class certification to represent classes of consumers in New York and Pennsylvania along with statutory damages, interest and declaratory relief. The plaintiffs sought to represent a putative class of consumers who are alleged to have obtained direct or indirect financing from the Company for the purchase of vehicles that the Company later repossessed. The plaintiffs specifically claim that the notices the Company’s subsidiary, Five Star Bank, sent to defaulting consumers after their vehicles were repossessed did not comply with the relevant portions of the Uniform Commercial Code in New York and Pennsylvania. The plaintiffs’ motion for class certification was argued on June 16, 2021.

On September 30, 2021, the Court granted plaintiffs’ motion for class certification and certified four different classes (two classes of New York consumers and two classes of Pennsylvania consumers). The Company estimates there may be approximately 5,200 members in the New York classes and 300 members in the Pennsylvania classes. The Company intends to seek permission to appeal the class certification ruling to the Superior Court of Pennsylvania and a stay of proceedings pending any such appeal. The Company believes that it has meritorious defenses against the plaintiffs’ claims and plans to continue to vigorously defend itself. The Company has not accrued a contingent liability for this matter at this time because, given the Company’s defenses, it is unable to conclude whether a liability is reasonably probable to occur nor is it able to currently reasonably estimate the amount of potential loss to the Company.