Welcome to our dedicated page for FINANCIAL INSTITUTIONS SEC filings (Ticker: FIISO), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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FINANCIAL INSTITUTIONS INC Chief Legal Officer Samuel J. Burruano Jr filed a Form 4 reporting his current equity holdings. As of a transaction date of March 5, 2026, he directly holds 2,370 restricted stock units and 13,692 shares of common stock. Each restricted stock unit represents a contingent right to receive one share of FISI common stock, so the units function as a form of stock-based compensation that may convert into common shares in the future. The filing does not reflect any new reported purchases or sales, but updates the totals of equity awards and stock owned directly by the executive.
FINANCIAL INSTITUTIONS INC principal accounting officer Sandra L. Byers reported her shareholdings in a Form 4 filing. She directly holds restricted stock units that represent a contingent right to receive 805 shares of FISI common stock and directly holds 1,460 shares of FISI common stock. The filing reflects holdings only, with no reported purchases or sales.
Financial Institutions Inc. President & CEO Martin Kearney Birmingham reported his ownership of company securities as of March 5, 2026. He directly holds restricted stock units that each represent a contingent right to receive one share of FISI common stock, with 8,861 restricted stock units shown after the reported holdings update.
He also directly owns 130,797 shares of FISI common stock. In addition, he has indirect ownership of FISI common stock through retirement accounts, including 7,500 shares held in an IRA and 15,042 shares held in a 401(k) plan. The filing lists these positions without identifying them as purchases or sales.
FINANCIAL INSTITUTIONS INC (FISI) executive Laurie R. Collins, Chief Human Resources Officer, reported her share holdings as of March 5, 2026. The filing shows 1,865 Restricted Stock Units, where each unit represents a contingent right to receive one share of common stock.
She also reported holding 6,227 shares of common stock directly and 726 shares of common stock held indirectly in a 401(k) plan. These figures reflect her direct and indirect ownership positions following the reported date.
FINANCIAL INSTITUTIONS INC executive Blake G Jones, Chief Marketing Officer, reported his current equity holdings without any recorded purchases or sales. The Form 4 shows direct ownership of 1,566 restricted stock units and indirect ownership of 232 shares of common stock held in a 401(k) plan.
Each restricted stock unit represents a contingent right to receive one share of FISI common stock, aligning a portion of his compensation with the company’s share performance over time.
Financial Institutions, Inc. is offering to exchange up to $80,000,000 aggregate principal amount of registered 6.50% fixed-to-floating rate subordinated notes due 2035 for any and all outstanding unregistered notes of the same series.
The exchange is made under a registration rights agreement and is a like-for-like swap: each Old Note can be exchanged for an equal principal amount of New Notes. The company will receive no cash proceeds, and its total indebtedness will not increase. The New Notes are the same debt under the same indenture, but are SEC-registered, generally free of transfer restrictions, carry a new CUSIP, and do not include ongoing registration rights or related additional interest features.
The notes pay a fixed 6.50% rate until December 15, 2030, then float at Three-Month Term SOFR plus 312 basis points until maturity, with detailed benchmark fallback mechanics. The offer expires at 5:00 p.m. Eastern Time on March 20, 2026, and is subject to customary conditions but no minimum tender. Unexchanged Old Notes remain outstanding and may become less liquid, while all notes are unsecured, deeply subordinated bank holding company debt with significant structural and regulatory subordination risks highlighted in extensive risk factors.
Financial Institutions, Inc. declared a higher quarterly cash dividend of $0.32 per common share, up $0.01, or 3.2%, from the prior quarter. The Board links this increase to strong 2025 profitability, a solid balance sheet, and confidence in sustainable long-term earnings growth.
Based on a closing share price of $34.43 on February 11, 2026, the dividend implies a 3.7% yield and a 35% payout ratio of 2025 net income available to common stockholders per diluted share. The Company also declared dividends of $0.75 per share on Series A 3% preferred stock and $2.12 per share on Series B-1 8.48% preferred stock.
All dividends are payable on April 2, 2026 to shareholders of record as of March 13, 2026. Financial Institutions, Inc. is a financial holding company with approximately $6.3 billion in assets as of December 31, 2025, operating Five Star Bank and wealth manager Courier Capital.
Wellington Management Group LLP and related entities filed a Schedule 13G reporting a passive ownership stake in Financial Institutions, Inc. common stock. They report beneficial ownership of 1,049,295 shares, representing 5.21% of the outstanding common stock as of 12/31/2025.
The filing shows shared voting and dispositive power over all reported shares and no sole voting or dispositive power. The securities are owned of record by advisory clients of Wellington investment advisers, and the filing certifies that the position is held in the ordinary course of business, not to change or influence control of the company.
Financial Institutions, Inc. filed an S-4 for an exchange offer covering up to $80,000,000 aggregate principal amount of 6.50% fixed-to-floating rate subordinated notes due 2035. The company will exchange newly registered notes for any and all outstanding unregistered notes issued in a December 11, 2025 private placement.
The New Notes have the same economic terms and share the same indenture as the Old Notes, but are SEC-registered, generally freely transferable, and carry no ongoing registration rights or additional-interest features. The company will receive no cash proceeds, and total indebtedness will not increase, as Old Notes tendered are cancelled.
The prospectus details risks tied to the exchange mechanics, subordination to senior and subsidiary obligations, regulatory capital constraints, floating-rate reliance on Three-Month Term SOFR plus 312 basis points after December 15, 2030, optional prepayment features, potential market illiquidity and sensitivity to future credit ratings.