FISI / Financial Institutions, Inc. - SEC-Einreichungen, Jahresbericht, Proxy Statement

Financial Institutions, Inc.
US ˙ NasdaqGS ˙ US3175854047

Basisstatistiken
CIK 862831
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Financial Institutions, Inc.
SEC Filings (Chronological Order)
Auf dieser Seite finden Sie eine vollständige, chronologische Liste der SEC-Einreichungen, mit Ausnahme der Eigentumseinreichungen, die wir an anderer Stelle bereitstellen.
May 21, 2026 8-K

FORM 8-K Item 5.07 Submission of Matters to a Vote of Security Holders.

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): May 20, 2026 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commission

May 20, 2026 EX-99.1

Financial Institutions, Inc. Announces Quarterly Cash Dividend

Financial Institutions, Inc. Announces Quarterly Cash Dividend WARSAW, N.Y., May 20, 2026 — Financial Institutions, Inc. (NASDAQ: FISI) (the “Company”), parent company of Five Star Bank and Courier Capital, LLC, announced that today its Board of Directors approved a quarterly cash dividend of $0.32 per outstanding common share. The Company also announced dividends of $0.75 per share on its Series

May 20, 2026 8-K

FORM 8-K Item 7.01 Regulation FD Disclosure. Item 9.01 Financial Statements and Exhibits.

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): May 20, 2026 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commission

May 4, 2026 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

April 23, 2026 8-K

FORM 8-K Item 2.02 Results of Operations and Financial Condition. Item 7.01 Regulation FD Disclosure. Item 9.01 Financial Statements and Exhibits.

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): March 31, 2026 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commissi

April 23, 2026 EX-99.1

Financial Institutions, Inc. Reports Net Income Available to Common Shareholders of $20.6 million, or $1.04 per Diluted Share, for the First Quarter of 2026 Results highlighted by robust earnings and strong profitability metrics, including a 28.4% ye

Exhibit 99.1 Financial Institutions, Inc. Reports Net Income Available to Common Shareholders of $20.6 million, or $1.04 per Diluted Share, for the First Quarter of 2026 Results highlighted by robust earnings and strong profitability metrics, including a 28.4% year-over-year increase in earnings per diluted share, return on average assets of 1.37%, return on average equity of 13.43% and an efficie

April 6, 2026 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒       Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy

April 6, 2026 DEF 14A

PROPOSAL 1. ELECTION OF DIRECTORS PROPOSAL 2. ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS EXECUTIVE COMPENSATION PAY VERSUS PERFORMANCE PROPOSAL 3. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-

April 6, 2026 ARS

ARS

Executing with Discipline 2025 ANNUAL REPORTInvestment Considerations TABLE OF CONTENTS Letter to Shareholders .

March 10, 2026 8-K

FORM 8-K Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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): March 04, 2026 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commissi

March 9, 2026 10-K

UNITED STATES

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-264

March 9, 2026 EX-21

SUBSIDIARIES OF REGISTRANT

Exhibit 21 SUBSIDIARIES OF REGISTRANT State or Jurisdiction of Incorporation or Organization Financial Institutions, Inc. Subsidiaries: Five Star Bank New York Courier Capital, LLC New York Five Star Advisors LLC New York Five Star Bank Subsidiaries: Five Star REIT, Inc. New York FSB Mid-Atlantic, LLC Virginia

February 17, 2026 424B3

Offer to Exchange Up to $80,000,000 in aggregate principal amount of 6.50% Fixed-to-Floating Rate Subordinated Notes due 2035 that have been registered under the Securities Act of 1933, as amended, for any and all outstanding unregistered 6.50% Fixed

424B3 Table of Contents Filed Pursuant to 424(b)(3) Registration No. 333-293081 PROSPECTUS Offer to Exchange Up to $80,000,000 in aggregate principal amount of 6.50% Fixed-to-Floating Rate Subordinated Notes due 2035 that have been registered under the Securities Act of 1933, as amended, for any and all outstanding unregistered 6.50% Fixed-to-Floating Rate Subordinated Notes due 2035 The exchange

February 12, 2026 8-K

FORM 8-K Item 7.01 Regulation FD Disclosure. Item 9.01 Financial Statements and Exhibits.

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): February 12, 2026 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commi

February 12, 2026 EX-99.1

Financial Institutions, Inc. Increases Quarterly Common Stock Dividend by 3.2% to $0.32 Cash dividend represents a 3.7% yield and 35% payout ratio

Financial Institutions, Inc. Increases Quarterly Common Stock Dividend by 3.2% to $0.32 Cash dividend represents a 3.7% yield and 35% payout ratio WARSAW, N.Y., February 12, 2026 — Financial Institutions, Inc. (NASDAQ: FISI) (the “Company”), parent company of Five Star Bank and Courier Capital, LLC, announced that its Board of Directors approved a quarterly cash dividend of $0.32 per outstanding c

February 12, 2026 CORRESP

FINANCIAL INSTITUTIONS, INC. 220 Liberty Street Warsaw, NY 14569

CORRESP FINANCIAL INSTITUTIONS, INC. 220 Liberty Street Warsaw, NY 14569 February 12, 2026 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Financial Institutions, Inc. Registration Statement on Form S-4 (Registration No. 333- 293081) Request for Acceleration of Effectiveness               To Whom It May Concern: Financial Institutions, Inc., a New York co

February 5, 2026 LETTER

LETTER

February 5, 2026 Martin K. Birmingham Chief Executive Officer Financial Institutions, Inc. 220 Liberty Street Warsaw, NY 14569 Re: Financial Institutions, Inc. Registration Statement on Form S-4 Filed January 30, 2026 File No. 333-293081 Dear Martin K. Birmingham: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 rega

January 30, 2026 S-4

As filed with the Securities and Exchange Commission on January 30, 2026

S-4 Table of Contents As filed with the Securities and Exchange Commission on January 30, 2026 Registration No.

January 30, 2026 EX-99.1

LETTER OF TRANSMITTAL to Tender for Exchange 6.50% Fixed-to-Floating Rate Subordinated Notes due 2035 FINANCIAL INSTITUTIONS, INC. Pursuant to the Prospectus Dated [effective date], 2026

EX-99.1 Exhibit 99.1 LETTER OF TRANSMITTAL to Tender for Exchange 6.50% Fixed-to-Floating Rate Subordinated Notes due 2035 of FINANCIAL INSTITUTIONS, INC. Pursuant to the Prospectus Dated [effective date], 2026 THE EXCHANGE OFFER DESCRIBED HEREIN WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON [EXPIRATION DATE], 2026, UNLESS EXTENDED (THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN BEFORE 5:00 P.M., E

January 30, 2026 EX-25.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1

EX-25.1 Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S. employer identification no.) 1100 North Market Street Wilmington, DE 19890-0001 (Address of pr

January 30, 2026 EX-FILING FEES

Security Type

Calculation of Filing Fee Tables S-4 FINANCIAL INSTITUTIONS INC Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Debt 6.

January 29, 2026 8-K

FORM 8-K Item 2.02 Results of Operations and Financial Condition. Item 7.01 Regulation FD Disclosure. Item 9.01 Financial Statements and Exhibits.

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): December 31, 2025 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commi

January 29, 2026 EX-99.1

Financial Institutions, Inc. Reports Net Income Available to Common Shareholders of $19.6 million, or $0.96 per Diluted Share, for the Fourth Quarter of 2025 and $73.4 million, or $3.61 per Diluted Share, for Full Year 2025 Quarterly and annual resul

Exhibit 99.1 Financial Institutions, Inc. Reports Net Income Available to Common Shareholders of $19.6 million, or $0.96 per Diluted Share, for the Fourth Quarter of 2025 and $73.4 million, or $3.61 per Diluted Share, for Full Year 2025 Quarterly and annual results reflect strong performance across the Company's commercial banking, consumer banking and wealth management business lines WARSAW, N.Y.

December 11, 2025 EX-4.1

FINANCIAL INSTITUTIONS, INC. as Issuer, WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee Dated as of December 11, 2025 6.50% Fixed to Floating Rate Subordinated Notes due 2035

Exhibit 4.1 FINANCIAL INSTITUTIONS, INC. as Issuer, and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of December 11, 2025 6.50% Fixed to Floating Rate Subordinated Notes due 2035 TABLE OF CONTENTS Article I DEFINITIONS AND INCORPORATION BY REFERENCE...................................1 Section 101 Definitions...................................................................

December 11, 2025 EX-10.1

SUBORDINATED NOTE PURCHASE AGREEMENT

Exhibit 10.1 SUBORDINATED NOTE PURCHASE AGREEMENT This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of December 11, 2025, and is made by and among Financial Institutions, Inc., a New York corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined herein) identified on the signature pages hereto (each a “Purchaser” and collectively, the “Pur

December 11, 2025 8-K

FORM 8-K

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): December 11, 2025 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commi

December 11, 2025 EX-99.1

Financial Institutions, Inc. Announces Completion of $80.0 Million Private Placement of Subordinated Notes The 2025 notes bear interest of 6.50% for the first five years and the net proceeds allow the Company to redeem $65.0 million of outstanding de

Exhibit 99.1 Financial Institutions, Inc. Announces Completion of $80.0 Million Private Placement of Subordinated Notes The 2025 notes bear interest of 6.50% for the first five years and the net proceeds allow the Company to redeem $65.0 million of outstanding debt currently bearing interest above 8% WARSAW, N.Y., December 11, 2025 — Financial Institutions, Inc. (Nasdaq: FISI) (the “Company”), par

December 11, 2025 EX-10.2

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of December 11, 2025, and is made by and among Financial Institutions, Inc. a New York corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined below) identified on the signature pages to the Purchase Agreement (as defined below) (collectively, the “Purc

November 17, 2025 EX-99.1

Financial Institutions, Inc. Announces Quarterly Cash Dividend

Financial Institutions, Inc. Announces Quarterly Cash Dividend WARSAW, N.Y., November 17, 2025 — Financial Institutions, Inc. (Nasdaq: FISI) (the “Company”), parent company of Five Star Bank and Courier Capital, LLC, announced that on November 14, 2025, its Board of Directors approved a quarterly cash dividend of $0.31 per outstanding common share. The Company also announced dividends of $0.75 per

November 17, 2025 8-K

FORM 8-K Item 7.01 Regulation FD Disclosure. Item 9.01 Financial Statements and Exhibits.

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): November 14, 2025 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commi

November 3, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

October 23, 2025 8-K

FORM 8-K Item 2.02 Results of Operations and Financial Condition. Item 7.01 Regulation FD Disclosure. Item 9.01 Financial Statements and Exhibits.

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 30, 2025 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Comm

October 23, 2025 EX-99.1

Financial Institutions, Inc. Reports Third Quarter 2025 Results, Including Net Income Available to Common Shareholders of $20.1 million, or $0.99 per Diluted Share Quarterly results highlighted by double-digit net interest margin expansion, record ne

Exhibit 99.1 Financial Institutions, Inc. Reports Third Quarter 2025 Results, Including Net Income Available to Common Shareholders of $20.1 million, or $0.99 per Diluted Share Quarterly results highlighted by double-digit net interest margin expansion, record net interest income, and strong noninterest income, in addition to loan and deposit growth WARSAW, N.Y., October 23, 2025 – Financial Insti

September 22, 2025 EX-99.1

Financial Institutions, Inc. Announces New Share Repurchase Program

Financial Institutions, Inc. Announces New Share Repurchase Program WARSAW, N.Y. – September 22, 2025 – Financial Institutions, Inc. (NASDAQ: FISI) (the “Company”), the parent company of Five Star Bank and Courier Capital, LLC, today announced that its Board of Directors (the “Board”) has approved a new share repurchase program for up to 1,006,379 shares of its common stock, or approximately 5% of

September 22, 2025 8-K

FORM 8-K Item 7.01 Regulation FD Disclosure. Item 9.01 Financial Statements and Exhibits.

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 18, 2025 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Comm

August 25, 2025 8-K

FORM 8-K Item 7.01 Regulation FD Disclosure. Item 9.01 Financial Statements and Exhibits.

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): August 25, 2025 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commiss

August 25, 2025 EX-99.1

Financial Institutions, Inc. Announces Quarterly Cash Dividend

Financial Institutions, Inc. Announces Quarterly Cash Dividend WARSAW, N.Y., August 25, 2025 — Financial Institutions, Inc. (Nasdaq: FISI) (the “Company”), parent company of Five Star Bank and Courier Capital, LLC, announced today that its Board of Directors has approved a quarterly cash dividend of $0.31 per outstanding common share. The Company also announced dividends of $0.75 per share on its

August 4, 2025 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Financial Institutions, Inc.

August 4, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

August 4, 2025 S-8

As filed with the Securities and Exchange Commission on August 4, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 Financial Institutions, Inc. (Exact Name of Regi

Registration No. 333- As filed with the Securities and Exchange Commission on August 4, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Financial Institutions, Inc. (Exact Name of Registrant as Specified in its Charter) New York 16-0816610 (State or Other Jurisdiction of Incorporation or Organization) (I.

August 4, 2025 EX-10.1

Exhibit 10.1

FINANCIAL INSTITUTIONS, INC. SECOND amended and restated 2015 LONG-TERM INCENTIVE PLAN Financial Institutions, Inc. (the “Company”) hereby amends and restates the Financial Institutions, Inc. 2015 Long-Term Incentive Plan (the “Original Plan”), as amended and restated by the Financial Institutions, Inc. Amended and Restated 2015 Long-Term Incentive Plan (the “A&R Plan”) with this Financial Institu

July 24, 2025 EX-99.1

FINANCIAL INSTITUTIONS, INC. ANNOUNCES SECOND QUARTER 2025 RESULTS

Exhibit 99.1 FINANCIAL INSTITUTIONS, INC. ANNOUNCES SECOND QUARTER 2025 RESULTS WARSAW, N.Y., July 24, 2025 – Financial Institutions, Inc. (NASDAQ: FISI) (the "Company," "we" or "us"), parent company of Five Star Bank (the "Bank") and Courier Capital, LLC ("Courier Capital"), today reported financial and operational results for the second quarter ended June 30, 2025. The Company reported net incom

July 24, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): June 30, 2025 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commissio

June 18, 2025 11-K

11-K

UNITED STATES Securities and Exchange Commission Washington, D.C. 20549 Form 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-26481 A. Full title of the plan and the address of the plan, if different

May 29, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

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): May 28, 2025 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commission

May 28, 2025 EX-99.1

Financial Institutions, Inc. Announces Quarterly Cash Dividend

Financial Institutions, Inc. Announces Quarterly Cash Dividend WARSAW, N.Y., May 28, 2025 — Financial Institutions, Inc. (Nasdaq: FISI) (the “Company”), parent company of Five Star Bank and Courier Capital, LLC, announced today that its Board of Directors has approved a quarterly cash dividend of $0.31 per outstanding common share. The Company also announced dividends of $0.75 per share on its Ser

May 28, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): May 28, 2025 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commission

May 5, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

April 28, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 31, 2025 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commissi

April 28, 2025 EX-99.1

FINANCIAL INSTITUTIONS, INC. ANNOUNCES FIRST QUARTER 2025 RESULTS

Exhibit 99.1 FINANCIAL INSTITUTIONS, INC. ANNOUNCES FIRST QUARTER 2025 RESULTS WARSAW, N.Y., April 28, 2025 – Financial Institutions, Inc. (NASDAQ: FISI) (the "Company," "we" or "us"), parent company of Five Star Bank (the "Bank") and Courier Capital, LLC ("Courier Capital"), today reported financial and operational results for the first quarter ended March 31, 2025. The Company reported net incom

April 14, 2025 DEF 14A

PROPOSAL 1. ELECTION OF DIRECTORS PROPOSAL 2. ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS EXECUTIVE COMPENSATION PAY VERSUS PERFORMANCE PROPOSAL 3. APPROVE THE SECOND AMENDED AND RESTATED 2015 LONG-TERM INCENTIVE PLAN PR

Table of Contents Table of Contents FROM OUR INDEPENDENT BOARD CHAIR FELLOW SHAREHOLDERS: On behalf of the Board of Directors of Financial Institutions, Inc.

April 14, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒       Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy

April 14, 2025 ARS

ARS

Aiming higher . 2024 Annual ReportTABLE OF CONTENTS Letter to Shareholders ..........................................................Pages 2-7 Leadership........................................................................................Page 8 Form 10-K ...............................................................Begins after page 8 Non-GAAP Reconciliations...................................

March 12, 2025 EX-19

Insider Trading Policy

Exhibit 19 Insider Trading Policy Policy Owner Controller Policy Reviewer Chief Financial Officer Disclosure Committee Policy Approver Audit Committee Board of Directors Policy Review Frequency Annually, unless change management warrants an earlier update Date of Last Review/Update September 30, 2024 Policy Effective Date October 31, 2024 1 1 Table of Contents Table of Contents 1 1.

March 12, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-264

March 12, 2025 EX-21

Subsidiaries of Financial Institutions, Inc.

Exhibit 21 SUBSIDIARIES OF REGISTRANT State or Jurisdiction of Incorporation or Organization Financial Institutions, Inc. Subsidiaries: Five Star Bank New York Courier Capital, LLC New York Five Star Advisors LLC New York Five Star Bank Subsidiaries: Five Star REIT, Inc. New York FSB Mid-Atlantic, LLC Virginia

March 10, 2025 EX-10.1

Class Action Settlement Agreement and Release dated March 7, 2025

MATTHEW L. CHIPEGO, CHARLENE K. MOWREY, Kimberly Catalano-Pike, executrix of the Estate of Constance C. Churchill, DECEASED, JOSEPH W. EWING, individually and on behalf of themselves and all other similarly situated Plaintiffs v. FIVE STAR BANK and FINANCIAL INSTITUTIONS, INC. Defendants COURT OF COMMON PLEAS PHILADELPHIA COUNTY CIVIL ACTION MAY TERM, 2017 NO. 002466 CLASS ACTION SETTLEMENT AGREEM

March 10, 2025 8-K/A

Regulation FD Disclosure, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 31, 2024 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Com

March 10, 2025 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): March 07, 2025 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commissi

March 10, 2025 EX-99.1

Financial Institutions, Inc. Settles Auto Lending Litigation

Financial Institutions, Inc. Settles Auto Lending Litigation WARSAW, N.Y., March 10, 2025 — Financial Institutions, Inc. (NASDAQ: FISI) (the “Company”), parent company of Five Star Bank (the “Bank”), announced that it has settled civil litigation in connection with the Bank’s auto loan notification process. The legal action, which had been pending in Pennsylvania state court since 2017, related to

March 6, 2025 8-K

Financial Statements and Exhibits, Other Events

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): March 06, 2025 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commissi

March 6, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): March 04, 2025 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commissi

March 6, 2025 EX-99.1

Five Star Bank Appoints Eric Marks Chief Consumer Banking Officer Mr. Marks brings nearly 20 years of banking experience to the more than $6-billion-asset community bank serving Western and Central New York

Five Star Bank Appoints Eric Marks Chief Consumer Banking Officer Mr. Marks brings nearly 20 years of banking experience to the more than $6-billion-asset community bank serving Western and Central New York WARSAW, N.Y. – March 6, 2025– Financial Institutions, Inc. (NASDAQ: FISI), parent company of Five Star Bank (“Five Star” or the “Bank”) and Courier Capital, LLC, announced that Eric W. Marks ha

February 13, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): February 12, 2025 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commi

February 13, 2025 EX-99.1

Financial Institutions, Inc. Announces 3.3% Increase in Common Stock Dividend

Financial Institutions, Inc. Announces 3.3% Increase in Common Stock Dividend WARSAW, N.Y., February 13, 2025 — Financial Institutions, Inc. (NASDAQ: FISI) (the “Company”), parent company of Five Star Bank and Courier Capital, LLC, announced that on February 12, 2025, its Board of Directors approved a quarterly cash dividend of $0.31 per outstanding common share, an increase of $0.01, or 3.3%, fro

February 5, 2025 EX-24

EX-24

EX-24 2 PowerOfAttorney.txt EXHIBIT 24: POWER OF ATTORNEY POWER OF ATTORNEY The undersigned, BlackRock, Inc., a corporation duly organized under the laws of the State of Delaware, United States (the "Company"), does hereby make, constitute and appoint each of Eric Andruczyk, Richard Cundiff, R. Andrew Dickson, III, Spencer Fleming, Laura Hildner, David Maryles, Christopher Meade, Charles Park, Jam

February 5, 2025 EX-99

EX-99

EX-99 3 ITEM7.txt EXHIBIT 99: ITEM 7 BlackRock Advisors, LLC Aperio Group, LLC BlackRock Asset Management Canada Limited BlackRock Fund Advisors BlackRock Institutional Trust Company, National Association BlackRock Financial Management, Inc. BlackRock Investment Management, LLC *Entity beneficially owns 5% or greater of the outstanding shares of the security class being reported on this Schedule 1

January 30, 2025 SCHEDULE 13G/A

FISI / Financial Institutions, Inc. / VANGUARD GROUP INC Passive Investment

SCHEDULE 13G/A 0000102909 XXXXXXXX LIVE 2 Common Stock 12/31/2024 0000862831 Financial Institutions Inc 317585404 220 Liberty Street Warsaw NY 14569 Rule 13d-1(b) The Vanguard Group b PA 0 6640 912998 12287 925285 4.

January 30, 2025 EX-99.1

FINANCIAL INSTITUTIONS, INC. ANNOUNCES FOURTH QUARTER AND FULL YEAR 2024 RESULTS

Exhibit 99.1 FINANCIAL INSTITUTIONS, INC. ANNOUNCES FOURTH QUARTER AND FULL YEAR 2024 RESULTS WARSAW, N.Y., January 30, 2025 – Financial Institutions, Inc. (NASDAQ: FISI) (the "Company," "we" or "us"), parent company of Five Star Bank (the "Bank") and Courier Capital, LLC ("Courier Capital"), today reported financial and operational results for the fourth quarter and year ended December 31, 2024.

January 30, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): December 31, 2024 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commi

January 27, 2025 EX-99.1

Financial Institutions, Inc. Appoints Angela J. Panzarella to Board of Directors

Financial Institutions, Inc. Appoints Angela J. Panzarella to Board of Directors WARSAW, N.Y. – January 27, 2025 – Financial Institutions, Inc. (NASDAQ: FISI) (the “Company”), the parent company of Five Star Bank (the “Bank”) and Courier Capital, LLC, today announced the appointment of Angela J. Panzarella as a new independent member of the Boards of Directors of both the Company and the Bank, on

January 27, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): January 22, 2025 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commis

December 12, 2024 EX-99.2

Financial Institutions, Inc. Announces Pricing of Common Stock Offering

Exhibit 99.2 Financial Institutions, Inc. Announces Pricing of Common Stock Offering WARSAW, NY (December 11, 2024) – Financial Institutions, Inc. (Nasdaq: FISI) (the “Company”), parent company of Five Star Bank and Courier Capital, LLC, today announced the pricing of its previously announced underwritten public offering of 4,000,000 shares of its common stock at a public offering price of $25.00

December 12, 2024 8-K

Entry into a Material Definitive Agreement

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): December 11, 2024 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commi

December 12, 2024 EX-99.1

Financial Institutions, Inc. Announces Launch of Common Stock Offering

Exhibit 99.1 Financial Institutions, Inc. Announces Launch of Common Stock Offering WARSAW, NY (December 11, 2024) – Financial Institutions, Inc. (Nasdaq: FISI) (the “Company”), parent company of Five Star Bank and Courier Capital, LLC, announced today that it has launched an underwritten public offering of shares of its common stock. The Company intends to grant the underwriters a 30-day option t

December 12, 2024 424B5

4,000,000 Shares Common Stock

Table of Contents Filed pursuant to Rule 424(b)(5) Registration Statement No. 333-283475 PROSPECTUS SUPPLEMENT (To Prospectus Dated December 4, 2024) 4,000,000 Shares Common Stock We are offering 4,000,000 shares of our common stock, par value $0.01 per share. Our common stock is listed on the Nasdaq Global Select Market, or Nasdaq, under the symbol “FISI.” The last reported closing price of our c

December 12, 2024 EX-1.1

Underwriting Agreement, dated December 11, 2024, by and between Financial Institutions, Inc., and Keefe, Bruyette & Woods, Inc., as representative of the several underwriters named therein.

Exhibit 1.1 4,000,000 Shares Financial Institutions, Inc. UNDERWRITING AGREEMENT December 11, 2024 KEEFE, BRUYETTE & WOODS, INC. As Representative of the several  Underwriters listed in Schedule I hereto c/o Keefe, Bruyette & Woods, Inc. 787 Seventh Avenue 4th Floor New York, New York 10019 Ladies and Gentlemen: Financial Institutions, Inc., a New York corporation (the “Company”), proposes to issu

December 11, 2024 FWP

Introduction Common Stock Offering Summary Issuer Financial Institutions, Inc. Exchange / Ticker Nasdaq / FISI Base Offering Size $85 million (100% Primary) Overallotment 15% (100% Primary) Use of Proceeds General corporate purposes which may include

Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated December 11, 2024 Relating to Preliminary Prospectus Supplement dated December 11, 2024 and Prospectus dated December 4, 2024 Registration No.

December 11, 2024 424B5

SUBJECT TO COMPLETION, DATED DECEMBER 11, 2024

Table of Contents Filed pursuant to Rule 424(b)(5) Registration Statement No. 333-283475 This preliminary prospectus supplement and the accompanying prospectus are part of an effective registration statement filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and the information in this preliminary prospectus supplement is not complete and may be changed

December 2, 2024 CORRESP

FINANCIAL INSTITUTIONS, INC. 220 Liberty Street Warsaw, New York 14569

FINANCIAL INSTITUTIONS, INC. 220 Liberty Street Warsaw, New York 14569 December 2, 2024 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Financial Institutions, Inc.   Registration Statement on Form S-3 (Registration No. 333-283475)   Request for Acceleration of Effectiveness              Ladies and Gentlemen: Financial Institutions, Inc., a New York corpo

November 27, 2024 LETTER

LETTER

November 27, 2024 Martin K. Birmingham President and CEO Financial Institutions, Inc. 220 Liberty Street Warsaw, NY 14569 Re: Financial Institutions, Inc. Registration Statement on Form S-3 Filed November 26, 2024 File No. 333-283475 Dear Martin K. Birmingham: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regardin

November 26, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Financial institutions, Inc.

November 26, 2024 EX-4.3

Form of Indenture for Senior Debt Securities

Exhibit 4.3 FINANCIAL INSTITUTIONS, INC. Issuer and [] Trustee INDENTURE Dated as of [], 20[] SENIOR DEBT SECURITIES FINANCIAL INSTITUTIONS, INC. CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318, INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939: Trust Indenture Act Section Indenture Section §301(a)(1) 609 (a)(2) 609 (a)(3) Not Applicable (a)(4) Not Applicable (b) 608; 610 §311(

November 26, 2024 EX-4.2

Form of Subordinated Indenture

Exhibit 4.2 FINANCIAL INSTITUTIONS, INC. Issuer and [] Trustee INDENTURE Dated as of [], 20[] SUBORDINATED DEBT SECURITIES FINANCIAL INSTITUTIONS, INC. CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318, INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939: Trust Indenture Act Section Indenture Section §301(a)(1) 609 (a)(2) 609 (a)(3) Not Applicable (a)(4) Not Applicable (b) 608; 610

November 26, 2024 S-3

As filed with the Securities and Exchange Commission on November 26, 2024

Table of Contents As filed with the Securities and Exchange Commission on November 26, 2024 Registration No.

November 20, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): November 20, 2024 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commi

November 20, 2024 EX-99.1

Financial Institutions, Inc. Announces Quarterly Cash Dividend

Financial Institutions, Inc. Announces Quarterly Cash Dividend WARSAW, N.Y., November 20, 2024 — Financial Institutions, Inc. (NASDAQ: FISI) (the “Company”), parent company of Five Star Bank and Courier Capital, LLC, announced today that its Board of Directors has approved a quarterly cash dividend of $0.30 per outstanding common share. The Company also announced dividends of $0.75 per share on it

November 12, 2024 SC 13G/A

FISI / Financial Institutions, Inc. / VANGUARD GROUP INC Passive Investment

SC 13G/A 1 UnitedStates13GFinancialI.txt 240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to 240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to 240.13d-2. Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* (Name of Issuer) Financial Institutions Inc (Title of Class o

November 4, 2024 SC 13G/A

FISI / Financial Institutions, Inc. / VANGUARD GROUP INC Passive Investment

SC 13G/A 1 UnitedStates13GFinancialI.txt 240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to 240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to 240.13d-2. Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. )* (Name of Issuer) Financial Institutions Inc (Title of Class of

November 4, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

October 24, 2024 EX-99.1

FINANCIAL INSTITUTIONS, INC. ANNOUNCES THIRD QUARTER 2024 FINANCIAL RESULTS

Exhibit 99.1 FINANCIAL INSTITUTIONS, INC. ANNOUNCES THIRD QUARTER 2024 FINANCIAL RESULTS WARSAW, N.Y., October 24, 2024 – Financial Institutions, Inc. (NASDAQ: FISI) (the "Company," "we" or "us"), parent company of Five Star Bank (the "Bank") and Courier Capital, LLC ("Courier Capital"), today reported financial and operational results for the third quarter ended September 30, 2024. Net income was

October 24, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 30, 2024 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Comm

September 16, 2024 EX-99.1

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 a

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: FIS

September 16, 2024 8-K

Financial Statements and Exhibits, Other Events

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 (State or Other Jurisdiction of Incorporation) (Comm

August 19, 2024 EX-99.1

Financial Institutions, Inc. Announces Quarterly Cash Dividend

Financial Institutions, Inc. Announces Quarterly Cash Dividend WARSAW, N.Y., August 19, 2024 — Financial Institutions, Inc. (NASDAQ: FISI) (the “Company”), parent company of Five Star Bank and Courier Capital, LLC, announced today that its Board of Directors has approved a quarterly cash dividend of $0.30 per outstanding common share. The Company also announced dividends of $0.75 per share on its

August 19, 2024 8-K

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

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): August 19, 2024 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commiss

August 5, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

July 25, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): June 30, 2024 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commissio

July 25, 2024 EX-99.1

FINANCIAL INSTITUTIONS, INC. ANNOUNCES SECOND QUARTER 2024 FINANCIAL RESULTS

Exhibit 99.1 FINANCIAL INSTITUTIONS, INC. ANNOUNCES SECOND QUARTER 2024 FINANCIAL RESULTS WARSAW, N.Y., July 25, 2024 – Financial Institutions, Inc. (NASDAQ: FISI) (the "Company," "we" or "us"), parent company of Five Star Bank (the "Bank") and Courier Capital, LLC ("Courier Capital"), today reported financial and operational results for the second quarter ended June 30, 2024. Net income was $25.6

June 25, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): June 19, 2024 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commissio

June 21, 2024 11-K

UNITED STATES Securities and Exchange Commission Washington, D.C. 20549 Form 11-K

UNITED STATES Securities and Exchange Commission Washington, D.C. 20549 Form 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-26481 A. Full title of the plan and the address of the plan, if different

June 18, 2024 8-K

Regulation FD Disclosure

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): June 18, 2024 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commissio

June 6, 2024 8-K

Submission of Matters to a Vote of Security Holders

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): June 05, 2024 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commissio

May 22, 2024 EX-99.1

Financial Institutions, Inc. Announces Quarterly Cash Dividend

Financial Institutions, Inc. Announces Quarterly Cash Dividend WARSAW, N.Y., May 22, 2024 — Financial Institutions, Inc. (NASDAQ: FISI) (the “Company”), parent company of Five Star Bank and Courier Capital, LLC, announced today that its Board of Directors has approved a quarterly cash dividend of $0.30 per outstanding common share. The Company also announced dividends of $0.75 per share on its Ser

May 22, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): May 22, 2024 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commission

May 6, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

May 6, 2024 EX-10.3

Form of Restricted Stock Unit Award Agreement Pursuant to the Financial Institutions, Inc. Amended and Restated 2015 Long-Term Incentive Plan

Exhibit 10.3 2024 RESTRICTED STOCK UNIT AWARD AGREEMENT Pursuant to the FINANCIAL INSTITUTIONS, INC. AMENDED AND RESTATED 2015 LONG-TERM INCENTIVE PLAN Name of Participant: [[FIRSTNAME]] [[LASTNAME]] Date of Grant: Award Number: [[GRANTDATE]] [[GRANTNUMBER]] Number of Restricted Stock Units: [[SHARESGRANTED]] Vested Restricted Stock Units and Vesting Schedule: The Number of Restricted Stock Units

May 6, 2024 EX-10.4

Form of Performance Stock Unit Award Agreement Pursuant to the Financial Institutions, Inc. Amended and Restated 2015 Long-Term Incentive Plan

Exhibit 10.4 2024 PERFORMANCE STOCK UNIT AWARD AGREEMENT Pursuant to the AMENDED AND RESTATED FINANCIAL INSTITUTIONS, INC. 2015 LONG-TERM INCENTIVE PLAN Name of Participant: [[FIRSTNAME]] [[LASTNAME]] Date of Grant: [[GRANTDATE]] Award Number: Number of Performance Stock Units: Performance Goal: [[GRANTNUMBER]] [[SHARESGRANTED]] [[GRANTCODE1]] Service Period: The three-year period beginning on Mar

May 6, 2024 EX-10.2

Financial Institutions, Inc. – Management Incentive Plan, effective January 1, 2024

Exhibit 10.2 FINANCIAL INSTITUTIONS, INC. MANAGEMENT INCENTIVE PLAN Section 1. Establishment of Plan. Financial Institutions, Inc. (the "Company") intends to provide annual cash incentive award opportunities for eligible employees of the Company and its Subsidiaries (defined below) through the use of this Financial Institutions, Inc. Management Incentive Plan (the "Plan"). The objective of the Pla

May 6, 2024 EX-10.1

Financial Institutions, Inc. – Executive Incentive Plan, effective January 1, 2024

Exhibit 10.1 FINANCIAL INSTITUTIONS, INC. EXECUTIVE INCENTIVE PLAN Section 1. Establishment of Plan. Financial Institutions, Inc. (the "Company") intends to provide annual cash incentive award opportunities for eligible executives of the Company and its Subsidiaries (defined below) through the use of this Financial Institutions, Inc. Executive Incentive Plan (the "Plan"). The objective of the Plan

April 25, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 31, 2024 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commissi

April 25, 2024 EX-99.1

FINANCIAL INSTITUTIONS, INC. ANNOUNCES FIRST QUARTER 2024 RESULTS

Exhibit 99.1 FINANCIAL INSTITUTIONS, INC. ANNOUNCES FIRST QUARTER 2024 RESULTS WARSAW, N.Y., April 25, 2024 – Financial Institutions, Inc. (NASDAQ: FISI) (the "Company," "we" or "us"), parent company of Five Star Bank (the "Bank") and Courier Capital, LLC ("Courier Capital"), today reported financial and operational results for the first quarter ended March 31, 2024. Net income was $2.1 million in

April 12, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒       Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for

April 12, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒       Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for

April 12, 2024 ARS

ARS

CorporateHeadquarters 220LibertyStreet Warsaw,NY14569 1.877.226.5578 FISI-Investors.com Focused onwhat matters. 2023 AnnualReport Financial Institutions, Inc. 2023 Annual ReportInvestor Information Investment Considerations CORPORATE WEBSITE Financial results, corporate announcements, dividend news, and corporate governance information is available on the Company’s website: FISI-Investors.com ANNU

April 1, 2024 EX-99.1

Financial Institutions, Inc. Announces Sale of the Assets of SDN Insurance Agency to NFP

Exhibit 99.1 Financial Institutions, Inc. Announces Sale of the Assets of SDN Insurance Agency to NFP • $27.0 million all cash transaction, representing ~4.0x 2023 insurance income, supports Financial Institutions, Inc.’s earnings and capital position and allows for reinvestment to support its core banking franchise • Transaction eliminates $11.3 million of goodwill and other intangible assets and

April 1, 2024 EX-2.1

Asset Purchase Agreement dated April 1, 2024, among NFP Property & Casualty Services, Inc., SDN Insurance Agency, LLC and Financial Institutions, Inc.

Exhibit 2.1 EXECUTION VERSION ASSET PURCHASE AGREEMENT AMONG NFP PROPERTY & CASUALTY SERVICES, INC., SDN INSURANCE AGENCY, LLC AND FINANCIAL INSTITUTIONS, INC. April 1, 2024 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this “Agreement”) is made and entered into as of April 1, 2024, by and among NFP PROPERTY & CASUALTY SERVICES, INC., a New York corporation (the “Buyer”), SDN INSURANCE A

April 1, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

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): April 01, 2024 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commissi

March 27, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): March 27, 2024 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commissi

March 14, 2024 8-K

Financial Statements and Exhibits, Other Events

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): March 14, 2024 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commissi

March 14, 2024 EX-99.1

Financial Institutions, Inc. Announces 2024 Annual Meeting Date

Financial Institutions, Inc. Announces 2024 Annual Meeting Date WARSAW, N.Y. – March 14, 2024 – Financial Institutions, Inc. (NASDAQ: FISI) (the “Company”), the parent company of Five Star Bank (the “Bank”), SDN Insurance Agency, LLC and Courier Capital, LLC, today announced that Wednesday, June 5, has been established as the date of its 2024 Annual Meeting of Shareholders. The meeting will be hel

March 13, 2024 EX-97

Policy Relating to Recovery of Erroneously Awarded Compensation

Exhibit 97 FINANCIAL INSTITUTIONS, INC. CLAWBACK POLICY The Board of Directors (the “Board”) of Financial Institutions, Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to adopt this Clawback Policy (this “Policy”), which provides for the recovery of certain incentive compensation in the event of an accounting restatement. The Company has adopted t

March 13, 2024 EX-10.14

Severance Agreement and Release of All Claims, by and between Financial Institutions, Inc. and Justin K. Bigham

Exhibit 10.14 SEVERANCE AGREEMENT AND RELEASE OF ALL CLAIMS This SEVERANCE AGREEMENT AND RELEASE OF ALL CLAIMS (“Agreement”) is made and entered into between Justin K. Bigham (“Employee”) and Five Star Bank (“Employer”), a company with its principal office at 220 Liberty Street, Warsaw, New York 14569 (collectively, “Parties” and each individually “Party”) as of the Effective Date (as defined belo

March 13, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-264

March 13, 2024 EX-21

Subsidiaries of Financial Institutions, Inc.

Exhibit 21 SUBSIDIARIES OF REGISTRANT State or Jurisdiction of Incorporation or Organization Financial Institutions, Inc. Subsidiaries: Five Star Bank New York SDN Insurance Agency, LLC New York Courier Capital, LLC New York Five Star Bank Subsidiaries: Five Star REIT, Inc. New York FSB Mid-Atlantic, LLC Virginia

March 11, 2024 8-K

Regulation FD Disclosure

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): March 11, 2024 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commissi

February 15, 2024 EX-99.1

Financial Institutions, Inc. Announces Quarterly Cash Dividend

Financial Institutions, Inc. Announces Quarterly Cash Dividend WARSAW, N.Y., February 15, 2024 — Financial Institutions, Inc. (NASDAQ: FISI) (the “Company”), parent company of Five Star Bank, SDN Insurance Agency, LLC, and Courier Capital, LLC, announced today that its Board of Directors has approved a quarterly cash dividend of $0.30 per outstanding common share. The Company also announced divide

February 15, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): February 13, 2024 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commi

February 9, 2024 SC 13G/A

FISI / Financial Institutions, Inc. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 8 )* Financial Institutions Inc (Name of Issuer) Common Stock (Title of Class of Securities) 317585404 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate

January 25, 2024 SC 13G/A

FISI / Financial Institutions, Inc. / BlackRock Inc. Passive Investment

SC 13G/A 1 us3175854047012524.txt us3175854047012524.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 14) FINANCIAL INSTITUTIONS INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 317585404 - (CUSIP Number) December 31, 2023 - (Date of Event Which Requires Filing of this Statement) Check the approp

January 25, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): January 25, 2024 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commis

January 25, 2024 EX-99.1

FINANCIAL INSTITUTIONS, INC. ANNOUNCES FOURTH QUARTER AND FULL YEAR 2023 RESULTS

Exhibit 99.1 FINANCIAL INSTITUTIONS, INC. ANNOUNCES FOURTH QUARTER AND FULL YEAR 2023 RESULTS WARSAW, N.Y., January 25, 2024 – Financial Institutions, Inc. (NASDAQ: FISI) (the "Company," "we" or "us"), parent company of Five Star Bank (the "Bank"), SDN Insurance Agency, LLC ("SDN") and Courier Capital, LLC ("Courier Capital"), today reported financial and operational results for the fourth quarter

December 8, 2023 8-K

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): December 8, 2023 Financial Instit

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): December 8, 2023 Financial Institutions, Inc. (Exact Name of Registrant as Specified in its Charter) New York 000-26481 16-0816610 (State or Other Jurisdiction (Commission File No.) (

December 8, 2023 EX-99.1

Financial Institutions, Inc. Announces Leadership Changes Realignment strengthens the diversified financial services company’s leadership team and streamlines organizational structure in key areas to support future growth

Exhibit 99.1 Financial Institutions, Inc. Announces Leadership Changes Realignment strengthens the diversified financial services company’s leadership team and streamlines organizational structure in key areas to support future growth WARSAW, N.Y., December 8, 2023 — Financial Institutions, Inc. (NASDAQ: FISI) (the “Company”), parent company of Five Star Bank (“Five Star”), SDN Insurance Agency, L

November 15, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): November 14, 2023 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commi

November 15, 2023 EX-99.1

Financial Institutions, Inc. Announces Quarterly Cash Dividend

Financial Institutions, Inc. Announces Quarterly Cash Dividend WARSAW, N.Y., November 15, 2023 — Financial Institutions, Inc. (NASDAQ: FISI) (the “Company”), parent company of Five Star Bank, SDN Insurance Agency, LLC, and Courier Capital, LLC, announced today that its Board of Directors has approved a quarterly cash dividend of $0.30 per outstanding common share. The Company also announced divide

November 6, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

October 26, 2023 EX-99.1

FINANCIAL INSTITUTIONS, INC. ANNOUNCES THIRD QUARTER 2023 RESULTS

Exhibit 99.1 FINANCIAL INSTITUTIONS, INC. ANNOUNCES THIRD QUARTER 2023 RESULTS WARSAW, N.Y., October 26, 2023 – Financial Institutions, Inc. (NASDAQ: FISI) (the “Company,” “we” or “us”), parent company of Five Star Bank (the “Bank”), SDN Insurance Agency, LLC (“SDN”) and Courier Capital, LLC (“Courier Capital”), today reported financial and operational results for the third quarter ended September

October 26, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): October 26, 2023 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commis

September 20, 2023 EX-99.1

Financial Institutions, Inc. Announces Controller Retirement and Internal Appointment Sonia Dumbleton to retire in March 2024 after 40 years of service to the Company and Sandra Byers promoted to Deputy Controller during the interim

Financial Institutions, Inc. Announces Controller Retirement and Internal Appointment Sonia Dumbleton to retire in March 2024 after 40 years of service to the Company and Sandra Byers promoted to Deputy Controller during the interim WARSAW, N.Y. – September 20, 2023 – Financial Institutions, Inc. (NASDAQ: FISI) (the “Company”), parent company of Five Star Bank (“Five Star” or the “Bank”), SDN Insu

September 20, 2023 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 15, 2023 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Comm

August 21, 2023 EX-99.1

Financial Institutions, Inc. Announces Quarterly Cash Dividend

Financial Institutions, Inc. Announces Quarterly Cash Dividend WARSAW, N.Y., August 21, 2023 — Financial Institutions, Inc. (NASDAQ: FISI) (the “Company”), parent company of Five Star Bank, SDN Insurance Agency, LLC, and Courier Capital, LLC, announced today that its Board of Directors has approved a quarterly cash dividend of $0.30 per outstanding common share. The Company also announced dividend

August 21, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): August 21, 2023 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commiss

August 7, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

July 27, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): July 27, 2023 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commissio

July 27, 2023 EX-99.1

FINANCIAL INSTITUTIONS, INC. ANNOUNCES SECOND QUARTER 2023 RESULTS

Exhibit 99.1 FINANCIAL INSTITUTIONS, INC. ANNOUNCES SECOND QUARTER 2023 RESULTS WARSAW, N.Y., July 27, 2023 – Financial Institutions, Inc. (NASDAQ: FISI) (the “Company,” “we” or “us”), parent company of Five Star Bank (the “Bank”), SDN Insurance Agency, LLC (“SDN”) and Courier Capital, LLC (“Courier Capital”), today reported financial and operational results for the second quarter ended June 30, 2

June 22, 2023 8-K

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

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): June 22, 2023 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commissio

June 21, 2023 11-K

UNITED STATES Securities and Exchange Commission Washington, D.C. 20549 Form 11-K

UNITED STATES Securities and Exchange Commission Washington, D.C. 20549 Form 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-26481 A. Full title of the plan and the address of the plan, if different

May 24, 2023 EX-99.1

Financial Institutions, Inc. Announces Quarterly Cash Dividend

Financial Institutions, Inc. Announces Quarterly Cash Dividend WARSAW, N.Y., May 24, 2023 — Financial Institutions, Inc. (NASDAQ: FISI) (the “Company”), parent company of Five Star Bank, SDN Insurance Agency, LLC, and Courier Capital, LLC, announced today that its Board of Directors has approved a quarterly cash dividend of $0.30 per outstanding common share. The Company also announced dividends o

May 24, 2023 8-K

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

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): May 24, 2023 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commission

May 9, 2023 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:

May 8, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

May 1, 2023 EX-99

Financial Institutions, Inc. Subsidiaries Courier Capital, LLC and HNP Capital, LLC Complete Merger The merger strengthens Courier Capital, LLC, an affiliate of Five Star Bank, into one of the largest wealth management firms in Western New York

Financial Institutions, Inc. Subsidiaries Courier Capital, LLC and HNP Capital, LLC Complete Merger The merger strengthens Courier Capital, LLC, an affiliate of Five Star Bank, into one of the largest wealth management firms in Western New York WARSAW, N.Y., May 1, 2023 — Financial Institutions, Inc. (NASDAQ: FISI) (the “Company”) today announced the completion of the merger of its wholly-owned SE

May 1, 2023 8-K

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

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): May 01, 2023 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commission

April 27, 2023 ARS

ARS

success built on stability. the point is you. 2022 Annual ReportAbout Financial Institutions, Inc. Financial Institutions, Inc. (Nasdaq: FISI) is an innovative financial holding company with approximately $5.8 billion in assets offering banking, insurance and wealth management products and services through a network of subsidiaries. Its Five Star Bank subsidiary provides consumer and commercial ba

April 27, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confid

April 27, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of

April 26, 2023 8-K

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

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): April 26, 2023 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commissi

April 26, 2023 EX-99

FINANCIAL INSTITUTIONS, INC. ANNOUNCES FIRST QUARTER 2023 RESULTS

Exhibit 99.1 FINANCIAL INSTITUTIONS, INC. ANNOUNCES FIRST QUARTER 2023 RESULTS WARSAW, N.Y., April 26, 2023 – Financial Institutions, Inc. (NASDAQ:FISI) (the “Company,” “we” or “us”), parent company of Five Star Bank (the “Bank”), SDN Insurance Agency, LLC (“SDN”), Courier Capital, LLC (“Courier Capital”) and HNP Capital, LLC (“HNP Capital”), today reported financial and operational results for th

March 23, 2023 8-K

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

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): March 23, 2023 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commissi

March 23, 2023 EX-99

Financial Institutions, Inc. Announces 2023 Annual Meeting Date

Financial Institutions, Inc. Announces 2023 Annual Meeting Date WARSAW, N.Y. – March 23, 2023 – Financial Institutions, Inc. (NASDAQ: FISI) (the “Company”), the parent company of Five Star Bank (the “Bank”), SDN Insurance Agency, LLC, Courier Capital, LLC and HNP Capital, LLC, today announced that Wednesday, June 21st, has been established as the date of its 2023 Annual Meeting of Shareholders. Th

March 9, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-264

March 9, 2023 EX-10

Form of Restricted Stock Unit Award Agreement Pursuant to the Financial Institutions, Inc. 2015 Long-Term Incentive Plan

Exhibit 10.6 RESTRICTED STOCK UNIT AWARD AGREEMENT Pursuant to the FINANCIAL INSTITUTIONS, INC. 2015 LONG-TERM INCENTIVE PLAN Name of Participant: Date of Grant: Number of Restricted Stock Units: Vested Restricted Stock Units and Vesting Schedule: The Number of Restricted Stock Units set forth above shall become vested Restricted Stock Units in accordance with the terms of this Agreement as of the

March 9, 2023 EX-10

Form of Director Annual Restricted Stock Award Agreement Pursuant to the Financial Institutions, Inc. 2015 Long-Term Incentive Plan

Exhibit 10.4 DIRECTOR ANNUAL RESTRICTED STOCK AWARD AGREEMENT Pursuant to the FINANCIAL INSTITUTIONS, INC. 2015 LONG-TERM INCENTIVE PLAN Name of Director: Date of Grant: Number of Shares: Vesting Schedule: The Vested Percentage of the Number of Shares set forth above shall be determined as of the following Vesting Date(s): Vesting Date Date of Grant The day prior to the Company’s first annual meet

March 9, 2023 EX-10

FINANCIAL INSTITUTIONS, INC. EXECUTIVE INCENTIVE PLAN

Exhibit 10.13 FINANCIAL INSTITUTIONS, INC. EXECUTIVE INCENTIVE PLAN 1. Establishment of Plan. Financial Institutions, Inc. (the "Company") intends to provide annual cash incentive award opportunities for eligible executives of the Company and its Subsidiaries (defined below) through the use of this Financial Institutions, Inc. Executive Incentive Plan (the "Plan"). The objective of the Plan is to

March 9, 2023 EX-10

Form of Restricted Stock Unit Award Agreement Pursuant to the Financial Institutions, Inc. Amended and Restated 2015 Long-Term Incentive Plan

Exhibit 10.7 RESTRICTED STOCK UNIT AWARD AGREEMENT Pursuant to the FINANCIAL INSTITUTIONS, INC. AMENDED AND RESTATED 2015 LONG-TERM INCENTIVE PLAN Name of Participant: Date of Grant: Number of Restricted Stock Units: Vested Restricted Stock Units and Vesting Schedule: The Number of Restricted Stock Units set forth above shall become vested Restricted Stock Units in accordance with the terms of thi

March 9, 2023 EX-10

Form of Indemnification Agreement

Exhibit 10.8 INDEMNIFICATION AGREEMENT THIS AGREEMENT, dated as of , 20, is by and between Financial Institutions, Inc., a New York corporation (the “Company”), and [●] (the “Indemnitee”)(collectively the “Parties”). WHEREAS, it is essential that the Company be able to retain and attract as directors and officers the most capable persons available; WHEREAS, the Company desires to have the Indemnit

March 9, 2023 EX-21

Subsidiaries of Financial Institutions, Inc.

Exhibit 21 SUBSIDIARIES OF REGISTRANT State or Jurisdiction of Incorporation or Organization Financial Institutions, Inc. Subsidiaries: Five Star Bank New York SDN Insurance Agency, LLC New York Courier Capital, LLC New York HNP Capital, LLC New York Corn Hill Innovation Labs, LLC New York Five Star Bank Subsidiaries: Five Star REIT, Inc. New York FSB Mid-Atlantic, LLC Virginia

February 17, 2023 EX-99

Financial Institutions, Inc. Announces 3.4% Increase in Common Stock Dividend 13thConsecutive Annual Increase

Financial Institutions, Inc. Announces 3.4% Increase in Common Stock Dividend 13thConsecutive Annual Increase WARSAW, N.Y. – February 17, 2022 – Financial Institutions, Inc. (NASDAQ: FISI) (the “Company”), parent company of Five Star Bank (the “Bank”), SDN Insurance Agency, LLC, Courier Capital, LLC and HNP Capital, LLC, announced today that its Board of Directors has approved a quarterly cash div

February 17, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): February 17, 2023 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commi

February 10, 2023 SC 13G/A

FISI / Financial Institutions, Inc. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7 )* Financial Institutions Inc (Name of Issuer) Common Stock (Title of Class of Securities) 317585404 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate

February 3, 2023 SC 13G/A

FISI / Financial Institutions, Inc. / BlackRock Inc. Passive Investment

SC 13G/A 1 us3175854047020323.txt us3175854047020323.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 13) FINANCIAL INSTITUTIONS INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 317585404 - (CUSIP Number) December 31, 2022 - (Date of Event Which Requires Filing of this Statement) Check the approp

January 30, 2023 EX-99.1

FINANCIAL INSTITUTIONS, INC. ANNOUNCES FOURTH QUARTER AND FULL YEAR 2022 RESULTS

Exhibit 99.1 FOR IMMEDIATE RELEASE FINANCIAL INSTITUTIONS, INC. ANNOUNCES FOURTH QUARTER AND FULL YEAR 2022 RESULTS WARSAW, N.Y., January 30, 2023 – Financial Institutions, Inc. (NASDAQ:FISI) (the “Company,” “we” or “us”), parent company of Five Star Bank (the “Bank”), SDN Insurance Agency, LLC (“SDN”), Courier Capital, LLC (“Courier Capital”) and HNP Capital, LLC (“HNP Capital”), today reported f

January 30, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): January 30, 2023 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commis

January 24, 2023 EX-99.1

Five Star Bank Expands its Commercial Lending Franchise in Central New York with New Syracuse Office The growing community bank recently received regulatory approval for a new commercial loan production office located in Syracuse’s historic Franklin

Five Star Bank Expands its Commercial Lending Franchise in Central New York with New Syracuse Office The growing community bank recently received regulatory approval for a new commercial loan production office located in Syracuse’s historic Franklin Square SYRACUSE, N.

January 24, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): January 24, 2023 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commis

December 20, 2022 EX-99.1

W. Jack Plants II Promoted to Executive Vice President of Financial Institutions, Inc. and Five Star Bank

W. Jack Plants II Promoted to Executive Vice President of Financial Institutions, Inc. and Five Star Bank WARSAW, N.Y. ? December 20, 2022 ? Financial Institutions, Inc. (NASDAQ: FISI) (the ?Company?), parent company of Five Star Bank (the ?Bank?), SDN Insurance Agency, LLC, Courier Capital, LLC and HNP Capital, LLC, announced that Chief Financial Officer and Treasurer W. Jack Plants II has been p

December 20, 2022 8-K

Financial Statements and Exhibits, Other Events

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): December 20, 2022 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commi

November 21, 2022 EX-99.1

Financial Institutions, Inc. Announces Quarterly Cash Dividend

FOR IMMEDIATE RELEASE Financial Institutions, Inc. Announces Quarterly Cash Dividend WARSAW, NY – November 21, 2022 – Financial Institutions, Inc. (NASDAQ:FISI) (the “Company”), parent company of Five Star Bank, SDN Insurance Agency, LLC (“SDN”), Courier Capital, LLC (“Courier Capital”) and HNP Capital, LLC (“HNP Capital”), announced today that its Board of Directors has approved a quarterly cash

November 21, 2022 8-K

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

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): November 21, 2022 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commi

November 7, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

October 27, 2022 EX-99.1

FINANCIAL INSTITUTIONS, INC. ANNOUNCES THIRD QUARTER 2022 RESULTS

Exhibit 99.1 FOR IMMEDIATE RELEASE FINANCIAL INSTITUTIONS, INC. ANNOUNCES THIRD QUARTER 2022 RESULTS WARSAW, N.Y., October 27, 2022 ? Financial Institutions, Inc. (NASDAQ:FISI) (the ?Company? ?we? or ?us?), parent company of Five Star Bank (the ?Bank?), SDN Insurance Agency, LLC (?SDN?), Courier Capital, LLC (?Courier Capital?) and HNP Capital, LLC (?HNP Capital?), today reported financial and ope

October 27, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): October 27, 2022 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commis

August 22, 2022 EX-99.1

Financial Institutions, Inc. Appoints Bruce W. Harting to Board of Directors The financial services veteran brings deeps corporate development and financial experience to the growing community bank and its affiliates

FOR IMMEDIATE RELEASE Financial Institutions, Inc. Appoints Bruce W. Harting to Board of Directors The financial services veteran brings deeps corporate development and financial experience to the growing community bank and its affiliates WARSAW, N.Y. ? August 22, 2022 ? Financial Institutions, Inc. (NASDAQ:FISI) (the ?Company? or ?we?), parent company of Five Star Bank (the ?Bank?), SDN Insurance

August 22, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): August 22, 2022 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commiss

August 22, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): August 22, 2022 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commiss

August 22, 2022 EX-99.1

Financial Institutions, Inc. Announces Quarterly Cash Dividend

FOR IMMEDIATE RELEASE Financial Institutions, Inc. Announces Quarterly Cash Dividend WARSAW, NY ? August 22, 2022 ? Financial Institutions, Inc. (NASDAQ:FISI) (the ?Company?), parent company of Five Star Bank, SDN Insurance Agency, LLC (?SDN?), Courier Capital, LLC (?Courier Capital?) and HNP Capital, LLC (?HNP Capital?), announced today that its Board of Directors has approved a quarterly cash di

August 8, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

July 28, 2022 EX-99.1

FINANCIAL INSTITUTIONS, INC. ANNOUNCES SECOND QUARTER RESULTS

Exhibit 99.1 FOR IMMEDIATE RELEASE FINANCIAL INSTITUTIONS, INC. ANNOUNCES SECOND QUARTER RESULTS WARSAW, N.Y., July 28, 2022 ? Financial Institutions, Inc. (NASDAQ:FISI) (the ?Company? ?we? or ?us?), parent company of Five Star Bank (the ?Bank?), SDN Insurance Agency, LLC (?SDN?), Courier Capital, LLC (?Courier Capital?) and HNP Capital, LLC (?HNP Capital?), today reported financial and operationa

July 28, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): July 28, 2022 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commissio

June 17, 2022 11-K

UNITED STATES Securities and Exchange Commission Washington, D.C. 20549 Form 11-K

UNITED STATES Securities and Exchange Commission Washington, D.C. 20549 Form 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-26481 A. Full title of the plan and the address of the plan, if different

June 17, 2022 8-K

Submission of Matters to a Vote of Security Holders

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): June 17, 2022 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commissio

June 13, 2022 EX-99.1

Financial Institutions, Inc. Announces Stock Repurchase Program

FOR IMMEDIATE RELEASE Financial Institutions, Inc. Announces Stock Repurchase Program WARSAW, NY ? June 13, 2022 ?Financial Institutions, Inc. (NASDAQ:FISI) (the ?Company?), parent company of Five Star Bank (the ?Bank?), SDN Insurance Agency, LLC (?SDN?), Courier Capital, LLC (?Courier Capital?) and HNP Capital, LLC (?HNP Capital?), today announced that its Board of Directors has approved a stock

June 13, 2022 8-K

Financial Statements and Exhibits, Other Events

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): June 13, 2022 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commissio

May 25, 2022 EX-99.1

Financial Institutions, Inc. Announces Quarterly Cash Dividend

FOR IMMEDIATE RELEASE Financial Institutions, Inc. Announces Quarterly Cash Dividend WARSAW, NY ? May 25, 2022 ? Financial Institutions, Inc. (NASDAQ:FISI) (the ?Company?), parent company of Five Star Bank, SDN Insurance Agency, LLC (?SDN?), Courier Capital, LLC (?Courier Capital?) and HNP Capital, LLC (?HNP Capital?), announced today that its Board of Directors has approved a quarterly cash divid

May 25, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): May 25, 2022 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commission

May 9, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

April 27, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 d235107ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐

April 27, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A 1 d235107ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Prox

April 27, 2022 EX-99.1

FINANCIAL INSTITUTIONS, INC. ANNOUNCES FIRST QUARTER RESULTS

Exhibit 99.1 FOR IMMEDIATE RELEASE FINANCIAL INSTITUTIONS, INC. ANNOUNCES FIRST QUARTER RESULTS WARSAW, N.Y., April 27, 2022? Financial Institutions, Inc. (NASDAQ:FISI) (the ?Company? ?we? or ?us?), parent company of Five Star Bank (the ?Bank?), SDN Insurance Agency, LLC (?SDN?), Courier Capital, LLC (?Courier Capital?) and HNP Capital, LLC (?HNP Capital?), today reported financial and operational

April 27, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): April 27, 2022 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commissi

March 23, 2022 EX-99.1

Financial Institutions, Inc. Announces 2022 Annual Meeting Date

FOR IMMEDIATE RELEASE Financial Institutions, Inc. Announces 2022 Annual Meeting Date WARSAW, N.Y. ? March 23, 2022 ? Financial Institutions, Inc. (NASDAQ:FISI) (the ?Company?), parent company of Five Star Bank (the ?Bank?), SDN Insurance Agency, LLC (?SDN?), Courier Capital, LLC (?Courier Capital?) and HNP Capital, LLC (?HNP Capital?), today announced that Tuesday, June 14th, has been established

March 23, 2022 8-K

Financial Statements and Exhibits, Other Events

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): March 23, 2022 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commissi

March 10, 2022 EX-21

Subsidiaries of Financial Institutions, Inc.

Exhibit 21 SUBSIDIARIES OF REGISTRANT State or Jurisdiction of Incorporation or Organization Financial Institutions, Inc. Subsidiaries: Five Star Bank New York SDN Insurance Agency, LLC New York Courier Capital, LLC New York HNP Capital, LLC New York Corn Hill Innovation Labs, LLC New York Five Star Bank Subsidiaries: Five Star REIT, Inc. New York

March 10, 2022 EX-10.4

Form of Director Annual Restricted Stock Award Agreement Pursuant to the Financial Institutions, Inc. 2015 Long-Term Incentive Plan

Exhibit 10.4 DIRECTOR ANNUAL RESTRICTED STOCK AWARD AGREEMENT Pursuant to the FINANCIAL INSTITUTIONS, INC. 2015 LONG-TERM INCENTIVE PLAN Name of Director: Date of Grant: Number of Shares: Vesting Schedule: The Vested Percentage of the Number of Shares set forth above shall be determined as of the following Vesting Date(s): Vesting Date Date of Grant The day prior to the Company?s first annual meet

March 10, 2022 EX-10.6

Form of Restricted Stock Unit Award Agreement Pursuant to the Financial Institutions, Inc. 2015 Long-Term Incentive Plan

Exhibit 10.6 RESTRICTED STOCK UNIT AWARD AGREEMENT Pursuant to the FINANCIAL INSTITUTIONS, INC. 2015 LONG-TERM INCENTIVE PLAN Name of Participant: Date of Grant: Number of Restricted Stock Units: Vested Restricted Stock Units and Vesting Schedule: The Number of Restricted Stock Units set forth above shall become vested Restricted Stock Units in accordance with the terms of this Agreement as of the

March 10, 2022 EX-10.7

Form of Restricted Stock Unit Award Agreement Pursuant to the Financial Institutions, Inc. Amended and Restated 2015 Long-Term Incentive Plan

Exhibit 10.7 RESTRICTED STOCK UNIT AWARD AGREEMENT Pursuant to the FINANCIAL INSTITUTIONS, INC. AMENDED AND RESTATED 2015 LONG-TERM INCENTIVE PLAN Name of Participant: Date of Grant: Number of Restricted Stock Units: Vested Restricted Stock Units and Vesting Schedule: The Number of Restricted Stock Units set forth above shall become vested Restricted Stock Units in accordance with the terms of thi

March 10, 2022 EX-10.13

Financial Institutions, Inc. Executive Incentive Plan, effective as of January 1, 2021

Exhibit 10.13 FINANCIAL INSTITUTIONS, INC. EXECUTIVE INCENTIVE PLAN 1. Establishment of Plan. Financial Institutions, Inc. (the "Company") intends to provide annual cash incentive award opportunities for eligible executives of the Company and its Subsidiaries (defined below) through the use of this Financial Institutions, Inc. Executive Incentive Plan (the "Plan"). The objective of the Plan is to

March 10, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) Form 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-264

February 22, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): February 22, 2022 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commi

February 22, 2022 EX-99.1

Five Star Bank Expands into Baltimore and Washington, D.C. with Commercial Hires — John G. Mangan to Lead Commercial Real Estate Lending Team

EX-99.1 2 fisi-ex991.htm EX-99.1 Five Star Bank Expands into Baltimore and Washington, D.C. with Commercial Hires — John G. Mangan to Lead Commercial Real Estate Lending Team WARSAW, N.Y., February 22, 2022 — Five Star Bank (the “Bank”), subsidiary of Financial Institutions, Inc. (NASDAQ:FISI), today announced the addition of a team of experienced commercial banking officers to launch a commercial

February 17, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): February 17, 2022 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commi

February 17, 2022 EX-99.1

Financial Institutions, Inc. Announces 7.4% Increase in Common Stock Dividend — 12th Consecutive Annual Increase

EX-99.1 2 fisi-ex991.htm EX-99.1 FOR IMMEDIATE RELEASE Financial Institutions, Inc. Announces 7.4% Increase in Common Stock Dividend — 12th Consecutive Annual Increase WARSAW, NY – February 17, 2022 – Financial Institutions, Inc. (NASDAQ:FISI) (the “Company”), parent company of Five Star Bank, SDN Insurance Agency, LLC (“SDN”), Courier Capital, LLC (“Courier Capital”) and HNP Capital, LLC (“HNP Ca

February 8, 2022 SC 13G/A

FISI / Financial Institutions, Inc. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6 )* Financial Institutions Inc (Name of Issuer) Common Stock (Title of Class of Securities) 317585404 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

February 1, 2022 SC 13G/A

FISI / Financial Institutions, Inc. / BlackRock Inc. Passive Investment

us3175854047020122.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 12) FINANCIAL INSTITUTIONS INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 317585404 - (CUSIP Number) December 31, 2021 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

January 31, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): January 31, 2022 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commis

January 31, 2022 EX-99.1

FINANCIAL INSTITUTIONS, INC. ANNOUNCES FOURTH QUARTER AND FULL YEAR 2021 RESULTS

Exhibit 99.1 FOR IMMEDIATE RELEASE FINANCIAL INSTITUTIONS, INC. ANNOUNCES FOURTH QUARTER AND FULL YEAR 2021 RESULTS WARSAW, N.Y., January 31, 2022 ? Financial Institutions, Inc. (NASDAQ:FISI)(the ?Company? ?we? or ?us?), parent company of Five Star Bank (the ?Bank?), SDN Insurance Agency, LLC (?SDN?), Courier Capital, LLC (?Courier Capital?) and HNP Capital, LLC (?HNP Capital?), today reported fin

December 7, 2021 8-K

Regulation FD Disclosure

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): December 07, 2021 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commi

November 19, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): November 19, 2021 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commi

November 19, 2021 EX-99

Financial Institutions, Inc. Announces Quarterly Cash Dividend

Exhibit 99.1 FOR IMMEDIATE RELEASE Financial Institutions, Inc. Announces Quarterly Cash Dividend WARSAW, NY ? November 19, 2021 ? Financial Institutions, Inc. (NASDAQ:FISI) (the ?Company?), parent company of Five Star Bank, SDN Insurance Agency, LLC (?SDN?), Courier Capital, LLC (?Courier Capital?) and HNP Capital, LLC (?HNP Capital?), announced today that its Board of Directors has approved a qu

November 9, 2021 CORRESP

220 Liberty Street | Warsaw, NY 14569 | Tel (585) 627-1349 | Fax (585) 627-1331

CORRESP 1 filename1.htm Samuel J. Burruano, Jr., Chief Legal Officer & Corporate Secretary November 9, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Ms. Jessica Livingston Re: Financial Institutions, Inc. Registration Statement on Form S-3 Filed October 29, 2021 (File No. 333-260593) Ladies and Gentlemen: In a

November 8, 2021 LETTER

LETTER

United States securities and exchange commission logo November 5, 2021 Samuel J Burruano, Jr, Executive Vice President, Chief Legal Officer and Corporate Secretary Financial Institutions Inc 220 Liberty Street Warsaw, New York 14569 Re: Financial Institutions Inc.

November 8, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

November 3, 2021 8-K

Regulation FD Disclosure

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): November 03, 2021 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commi

November 2, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): October 27, 2021 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commis

October 29, 2021 EX-4.3

Form of Subordinated Indenture

Exhibit 4.3 FINANCIAL INSTITUTIONS, INC. Issuer and WILMINGTON TRUST, NATIONAL ASSOCIATION Trustee INDENTURE Dated as of , 20 SUBORDINATED DEBT SECURITIES FINANCIAL INSTITUTIONS, INC. CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318, INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939: Trust Indenture Act Section Indenture Section ?301(a)(1) 609 (a)(2) 609 (a)(3) Not Applicable (a

October 29, 2021 EX-25.1

Form T-1 Statement of Eligibility of the Senior Indenture Trustee and the Subordinated Indenture Trustee

EX-25.1 6 d114539dex251.htm EX-25.1 Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S. employer identification no.) 1100 North Market Street Wilmington,

October 29, 2021 EX-4.4

Form of Indenture for Senior Debt Securities

EX-4.4 3 d114539dex44.htm EX-4.4 Exhibit 4.4 FINANCIAL INSTITUTIONS, INC. Issuer and WILMINGTON TRUST, NATIONAL ASSOCIATION Trustee INDENTURE Dated as of , 20 SENIOR DEBT SECURITIES FINANCIAL INSTITUTIONS, INC. CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318, INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939: Trust Indenture Act Section Indenture Section §301(a)(1) 609 (a)(2) 6

October 29, 2021 S-3

As filed with the Securities and Exchange Commission on October 29, 2021

Table of Contents As filed with the Securities and Exchange Commission on October 29, 2021 Registration No.

October 29, 2021 S-8

As filed with the Securities and Exchange Commission on October 29, 2021

S-8 1 d238427ds8.htm S-8 As filed with the Securities and Exchange Commission on October 29, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Financial Institutions, Inc. (Exact name of registrant as specified in its charter) New York 16-0816610 (State or other jurisdiction of incorpo

October 28, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): October 28, 2021 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commis

October 28, 2021 EX-99.1

FINANCIAL INSTITUTIONS, INC. ANNOUNCES THIRD QUARTER RESULTS

Exhibit 99.1 FOR IMMEDIATE RELEASE FINANCIAL INSTITUTIONS, INC. ANNOUNCES THIRD QUARTER RESULTS WARSAW, N.Y., October 28, 2021 ? Financial Institutions, Inc. (NASDAQ:FISI)(the ?Company? ?we? or ?us?), parent company of Five Star Bank (the ?Bank?), SDN Insurance Agency, LLC (?SDN?), Courier Capital, LLC (?Courier Capital?) and HNP Capital, LLC (?HNP Capital?), today reported financial and operation

October 6, 2021 8-K

Other Events

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 30, 2021 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Comm

August 24, 2021 EX-99.1

Financial Institutions, Inc. Announces Quarterly Cash Dividend

EX-99.1 2 fisi-ex9916.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Financial Institutions, Inc. Announces Quarterly Cash Dividend WARSAW, NY – August 24, 2021 – Financial Institutions, Inc. (NASDAQ:FISI) (the “Company”), parent company of Five Star Bank, SDN Insurance Agency, LLC (“SDN”), Courier Capital, LLC (“Courier Capital”) and HNP Capital, LLC (“HNP Capital”), announced today that its Boar

August 24, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): August 24, 2021 Financial Institutions, Inc. (Exact Name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commiss

August 9, 2021 EX-10.1

Financial Institutions, Inc. Amended and Restated 2015 Long-Term Incentive Plan

Exhibit 10.1 FINANCIAL INSTITUTIONS, INC. amended and restated 2015 LONG-TERM INCENTIVE PLAN Financial Institutions, Inc. (the ?Company?) hereby amends and restates the Financial Institutions, Inc. 2015 Long-Term Incentive Plan (the ?Original Plan?) with this Financial Institutions, Inc. Amended and Restated 2015 Long-Term Incentive Plan (the ?Plan?) for the benefit of eligible Employees and Direc

August 9, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

July 29, 2021 EX-99.1

FINANCIAL INSTITUTIONS, INC. ANNOUNCES SECOND QUARTER RESULTS

Exhibit 99.1 FOR IMMEDIATE RELEASE FINANCIAL INSTITUTIONS, INC. ANNOUNCES SECOND QUARTER RESULTS WARSAW, N.Y., July 29, 2021 ? Financial Institutions, Inc. (NASDAQ:FISI) (the ?Company? ?we? or ?us?), parent company of Five Star Bank (the ?Bank?), SDN Insurance Agency, LLC (?SDN?), Courier Capital, LLC (?Courier Capital?) and HNP Capital, LLC (?HNP Capital?), today reported financial and operationa

July 29, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): July 29, 2021 Financial Institutions, Inc. (Exact Name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commissio

June 21, 2021 11-K

UNITED STATES Securities and Exchange Commission Washington, D.C. 20549 Form 11-K

UNITED STATES Securities and Exchange Commission Washington, D.C. 20549 Form 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-26481 A. Full title of the plan and the address of the plan, if different

June 21, 2021 8-K

Submission of Matters to a Vote of Security Holders

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): June 16, 2021 Financial Institutions, Inc. (Exact Name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commissio

May 26, 2021 EX-99.1

Financial Institutions, Inc. Announces Quarterly Cash Dividend

Exhibit 99.1 FOR IMMEDIATE RELEASE Financial Institutions, Inc. Announces Quarterly Cash Dividend WARSAW, NY ? May 26, 2021 ? Financial Institutions, Inc. (NASDAQ:FISI) (the ?Company?), parent company of Five Star Bank, SDN Insurance Agency, LLC (?SDN?), Courier Capital, LLC (?Courier Capital?) and HNP Capital, LLC (?HNP Capital?), announced today that its Board of Directors has approved a quarter

May 26, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): May 26, 2021 Financial Institutions, Inc. (Exact Name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commission

May 11, 2021 8-K

Regulation FD Disclosure

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): May 11, 2021 Financial Institutions, Inc. (Exact Name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commission

May 10, 2021 EX-10.2

Form of Performance Stock Unit Award Agreement Pursuant to the Financial Institutions, Inc. 2015 Long-Term Incentive Plan

EX-10.2 3 fisi-ex102193.htm EX-10.2 Exhibit 10.2 [YEAR] PERFORMANCE STOCK UNIT AWARD AGREEMENT Pursuant to the FINANCIAL INSTITUTIONS, INC. 2015 LONG-TERM INCENTIVE PLAN Name of Participant: Date of Grant: Number of Restricted Stock Units: Service Period: The three-year period beginning on [DATE] and ending on [DATE]. Earned RSUs and Vesting Schedule: The Number of Restricted Stock Units set forth

May 10, 2021 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

May 10, 2021 EX-10.1

Separation and Settlement Agreement and Release between Financial Institutions, Inc. and Joseph L. Dugan dated February 12, 2021

EX-10.1 2 fisi-ex101194.htm EX-10.1 Exhibit 10.1 SEPARATION AND SETTLEMENT AGREEMENT AND RELEASE This SEPARATION AND SETTLEMENT AGREEMENT AND RELEASE (“Agreement”) is made and entered into between Joseph L. Dugan (“Employee”), residing at ##### and Financial Institutions, Inc. and its subsidiaries and affiliated entities including Five Star Bank (“Bank”), Five Star REIT, Inc., SDN Insurance Agency

April 29, 2021 DEF 14A

- DEF 14A

DEF 14A 1 d79395ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Comm

April 29, 2021 DEFA14A

- DEFA14A

DEFA14A 1 d79395ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as p

April 28, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): April 28, 2021 Financial Institutions, Inc. (Exact Name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commissi

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