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Financial Institutions Inc.'s Chief Financial Officer, William Jack Plants II, reported his annual beneficial ownership on Form 5 for the fiscal year ended 12/31/2025. He directly holds 5,499 shares of Financial Institutions Inc. common stock.
In addition, he indirectly holds 1,700 shares through the company's 401(k) plan and 4,937 shares in an IRA. A footnote explains that 75 shares were acquired under the FISI 401(k) plan since his last Section 16 filing, indicating incremental retirement-plan accumulation rather than a large discretionary trade.
Financial Institutions Inc. insider Laurie R. Collins, the Chief Human Resources Officer, reported updated year-end holdings of the company’s common stock. As of the issuer’s fiscal year ended 12/31/2025, Collins beneficially owned 6,227 shares of common stock directly and 726 shares indirectly through a 401(k) plan.
The footnotes explain that part of these positions reflects 42 shares acquired via a broker-sponsored dividend reinvestment program and 32 shares acquired under the FISI 401(k) plan since the prior ownership report. This Form 5 is an annual update of insider holdings rather than a disclosure of new open-market purchases or sales.
Financial Institutions Inc. President and CEO Martin K. Birmingham filed an annual Form 5 reporting his beneficial ownership of company stock for the fiscal year ended 12/31/2025. He directly owns 130,797 shares of common stock. In addition, he indirectly owns 7,500 shares held in an IRA and 15,042 shares held in the company 401(k) plan. The footnote explains that 662 of the 401(k) shares were acquired under the FISI 401(k) plan since his last Section 16 filing, reflecting ongoing accumulation through retirement-plan contributions.
Financial Institutions, Inc. entered into subordinated note purchase agreements with institutional investors and issued $80.0 million of 6.50% Fixed-to-Floating Rate Subordinated Notes due 2035 at par in a private placement. The notes pay a fixed 6.50% interest rate, semi-annually, to but excluding December 15, 2030, then reset quarterly to three-month SOFR plus 312 basis points, paid quarterly. The company plans to use the proceeds to redeem $65.0 million of existing subordinated notes and for general corporate purposes.
The new subordinated notes are unsecured, rank junior to senior indebtedness, are intended to qualify as Tier 2 capital, and may be prepaid by the company on or after December 15, 2030, subject to regulatory approval where required. The company has also granted registration rights, agreeing to exchange the privately placed notes for registered notes with substantially the same terms, and has notified the trustee of its intention to redeem the older 2015 and 2020 subordinated notes, with redemption expected on or about January 15, 2026.
Financial Institutions Inc. reported an insider stock purchase by a director. On 11/28/2025, the director acquired 408 shares of common stock at a price of $30.6 per share.
Following this transaction, the director beneficially owns 20,657 shares of Financial Institutions Inc. common stock, held in direct ownership. The filing was made on Form 4 for a single reporting person.
Financial Institutions Inc. director reports stock purchase
A director of Financial Institutions Inc. (FISI) reported buying 898 shares of common stock on 11/28/2025 at a price of $30.60 per share. Following this transaction, the reporting person beneficially owns 4,650 shares, held directly. This is a routine insider ownership update showing an increase in the director’s personal stake in the company.
Financial Institutions, Inc. announced that its Board of Directors declared new cash dividends on its common and preferred stock. The company will pay a cash dividend of $0.31 per common share, along with dividends of $0.75 per share on its Series A 3% Preferred Stock and $2.12 per share on its Series B-1 8.48% Preferred Stock. All of these dividends are payable on January 2, 2026 to shareholders of record as of December 15, 2025. The details were provided in a press release furnished as an exhibit.
Financial Institutions, Inc. (FISI) filed its Q3 2025 report, showing stronger profitability and a firmer balance sheet. Net income for the quarter was $20,477 thousand, up from $13,466 thousand a year ago, with diluted EPS of $0.99 versus $0.84. Net interest income rose to $51,789 thousand from $40,681 thousand as deposit costs eased and loan yields held up, while the provision for credit losses was $2,732 thousand (prior year $3,104 thousand).
Noninterest income improved to $12,056 thousand, aided by higher company-owned life insurance income and securities gains, and noninterest expense was $35,875 thousand. Total assets reached $6,288,052 thousand, supported by loan growth to $4,543,131 thousand (net). Deposits increased to $5,357,809 thousand, with higher time and savings balances. Shareholders’ equity strengthened to $621,720 thousand as accumulated other comprehensive loss narrowed to $(36,758) thousand. The company declared a $0.31 common dividend for the quarter.
Operating cash flow was $(2,602) thousand year-to-date, with investing cash use of $(77,765) thousand and financing inflows of $178,991 thousand. The registrant reported 20,130,546 common shares outstanding as of October 30, 2025.
Financial Institutions, Inc. (FISI) furnished an 8-K announcing it issued a press release with financial results for the third quarter ended September 30, 2025. The release was furnished as Exhibit 99.1.
The company also published an investor presentation covering Q3 2025 on its Investor Relations website under “Events & Presentations.” The company notes it may use SEC filings, press releases, and its website to communicate material information.
The Item 7.01 information is furnished and not deemed filed under the Exchange Act.
PL Capital Advisors, Black Maple and related parties filed this second amendment to a Schedule 13D reporting collective beneficial ownership of 1,794,686 shares of Financial Institutions, Inc. common stock, equal to 8.9% of the 20,129,633 shares outstanding used in the filing. The Reporting Persons say they acquired the shares because they believed the stock was undervalued and intend to monitor management and corporate governance.
The filing discloses aggregate acquisition cost of $45,567,470, recent open‑market purchases (including a 150,000‑share buy on 9/30/2025), and that no margin loans are outstanding as of the filing date. The Reporting Persons acknowledge they may have a control purpose and reserve the right to buy or sell shares.