FINANCIAL INSTITUTIONS INC (FISI) CFO exercises RSUs, with tax shares withheld

Rhea-AI Filing Summary

FINANCIAL INSTITUTIONS INC Chief Financial Officer William Jack Plants II exercised restricted stock units and received common shares as equity compensation. On March 20, 2026, 2,898 restricted stock units converted into 2,898 shares of common stock, with 1,044 shares withheld at $30.59 per share to cover tax obligations.

After these transactions, he held 8,013 common shares directly, plus 1,813 shares in a 401(k) plan and 4,937 shares in an IRA, all related to FINANCIAL INSTITUTIONS INC. There were no remaining restricted stock units reported after this exercise.

Insider Trade Summary

2,898 shares exercised/converted

Mixed 5 txns

Insider Plants William Jack II

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	2,898	$0.00	--
Exercise	Common Stock	2,898	$0.00	--
Tax Withholding	Common Stock	1,044	$30.59	$32K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Unit — 0 shares (Direct); Common Stock — 9,057 shares (Direct); Common Stock — 1,813 shares (Indirect, Held in 401K Plan)

Footnotes (1)

1. Each restricted stock unit represents a contingent right to receive one share of FISI common stock. Represents 113 shares acquired under the FISI 401(k) plan since the date of the reporting person's last ownership report. Restricted stock units convert into shares of common stock on a one-for-one basis.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Plants William Jack II

(Last) (First) (Middle)

220 LIBERTY STREET

(Street)

WARSAW NEW YORK 14569

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
FINANCIAL INSTITUTIONS INC [ FISI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/20/2026		M		2,898	A	(1)	9,057	D
Common Stock	03/20/2026		F		1,044	D	$30.59	8,013	D
Common Stock								1,813	I	Held in 401K Plan
Common Stock								4,937(2)	I	Held in IRA

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(3)	03/20/2026		M			2,898	03/20/2026	03/20/2026	Common Stock	2,898	$0	0	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of FISI common stock.

2. Represents 113 shares acquired under the FISI 401(k) plan since the date of the reporting person's last ownership report.

3. Restricted stock units convert into shares of common stock on a one-for-one basis.

	SANDRA L. BYERS By Power of Attorney from William Jack Plants II	03/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did FISI’s CFO report on March 20, 2026?

FISI’s CFO exercised restricted stock units into common shares. On March 20, 2026, 2,898 restricted stock units converted into 2,898 shares of FINANCIAL INSTITUTIONS INC common stock as part of his equity compensation package.

Did the FISI CFO sell shares in the March 20, 2026 Form 4?

No open-market sale was reported; shares were withheld for taxes. Of the 2,898 shares received from restricted stock units, 1,044 shares were used at $30.59 per share to satisfy tax obligations, a standard tax-withholding disposition.

How many FISI shares does the CFO hold directly after this Form 4?

After the transactions, the CFO directly held 8,013 FISI common shares. This direct position reflects the net shares remaining after the restricted stock unit conversion and the 1,044-share tax-withholding disposition on March 20, 2026.

What indirect FISI shareholdings does the CFO report in retirement accounts?

The CFO reports indirect holdings in a 401(k) and an IRA. As of March 20, 2026, he held 1,813 FINANCIAL INSTITUTIONS INC shares in a 401(k) plan and 4,937 shares in an IRA, in addition to his directly owned shares.

What does the tax-withholding disposition mean in the FISI Form 4?

The tax-withholding disposition covers taxes on vested equity. Code F shows 1,044 common shares were delivered at $30.59 per share to satisfy tax liabilities arising from the restricted stock unit conversion, rather than representing a voluntary open-market sale.

Were any restricted stock units left after the FISI CFO’s March 20, 2026 exercise?

No additional restricted stock units were reported after the exercise. The filing shows 2,898 restricted stock units converted one-for-one into common stock, and the derivative position total following the transaction was listed as zero restricted stock units.