Reporting Persons Accumulate 1.79M Shares (8.9%) of FINANCIAL INSTITUTIONS
Filing Impact
Filing Sentiment
Form Type
SCHEDULE 13D/A
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.
Positive
- Collective ownership of 1,794,686 shares representing 8.9% of outstanding stock
- Aggregate acquisition cost of $45,567,470 — shows substantive capital commitment
- Recent open‑market accumulation including a 150,000‑share purchase on 9/30/2025
- Filing states no margin or other loans outstanding secured by the reported shares
Negative
- Reporting Persons state they may have a control purpose, implying potential governance contest or influence
- Collective stake of 8.9% could trigger shareholder activism dynamics that may create strategic uncertainty
Insights
An activist stake of 8.9% with explicit governance intent; recent sizable buys indicate active accumulation.
The Reporting Persons collectively hold 1,794,686 shares (8.9%) and report an aggregate cost of $45,567,470. The filing lists numerous open‑market purchases, most notably 150,000 shares on 9/30/2025, showing recent concentrated buying.
The filing explicitly states the Reporting Persons will monitor management and assert stockholder rights and notes they may have a control purpose. That language signals potential engagement with the board or governance actions rather than a purely passive stake.
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
|
FINANCIAL INSTITUTIONS, INC (Name of Issuer) |
Common Stock, $0.01 par value (Title of Class of Securities) |
317585404 (CUSIP Number) |
John W. Palmer PL Capital Advisors, LLC, 750 Eleventh Street South, Suite 202 Naples, FL, 34102 (239) 777-0187 Copy to: Peter D. Fetzer Foley & Lardner LLP, 777 East Wisconsin Avenue, Suite 3800 Milwaukee, WI, 53202-5306 (414) 297-5596 Copy to: Philip M. Goldberg Foley & Lardner LLP, 321 North Clark Street Chicago, IL, 60654-5313 (312) 832-4549 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/30/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 317585404 |
| 1 |
Name of reporting person
PL Capital Advisors, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,774,886.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13D
|
| CUSIP No. | 317585404 |
| 1 |
Name of reporting person
LASHLEY RICHARD J | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,785,686.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 317585404 |
| 1 |
Name of reporting person
PALMER JOHN W | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,778,886.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 317585404 |
| 1 |
Name of reporting person
Black Maple Capital Management LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
31,989.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13D
|
| CUSIP No. | 317585404 |
| 1 |
Name of reporting person
Black Maple Capital Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
31,989.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 317585404 |
| 1 |
Name of reporting person
Barnard Robert James | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
31,989.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 317585404 |
| 1 |
Name of reporting person
Danielle Morgan Lashley 2010 Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.01 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 317585404 |
| 1 |
Name of reporting person
Lashley Danielle Morgan | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.01 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 317585404 |
| 1 |
Name of reporting person
Lashley Family 2011 Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,100.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.03 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 317585404 |
| 1 |
Name of reporting person
Lashley Beth | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,100.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.03 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 317585404 |
| 1 |
Name of reporting person
Lashley Family 2012 Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.01 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 317585404 |
| 1 |
Name of reporting person
Lashley Robin | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,200.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.01 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 317585404 |
| 1 |
Name of reporting person
Caitlin Anne Lashley 2010 Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,500.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.01 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 317585404 |
| 1 |
Name of reporting person
Fanelli Caitlin (nee Lashley) | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,500.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.01 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.01 par value |
| (b) | Name of Issuer:
FINANCIAL INSTITUTIONS, INC |
| (c) | Address of Issuer's Principal Executive Offices:
220 Liberty Street, Warsaw,
NEW YORK
, 14569. |
| Item 2. | Identity and Background |
| (a) | (a) This Schedule 13D is being filed by (collectively, the "Reporting Persons"):
PL Capital Advisors, LLC, a Delaware limited liability company and SEC registered investment adviser under the Investment Advisers Act of 1940 ("PL Capital Advisors"); Richard J. Lashley, a managing member of PL Capital Advisors; and John W. Palmer, a managing member of PL Capital Advisors (collectively, the "PL Capital Reporting Persons").
Black Maple Capital Management LP, a Delaware limited partnership and SEC registered investment adviser under the Investment Advisers Act of 1940 ("Black Maple Capital"); Black Maple Capital Holdings LLC, a Delaware limited liability company and the General Partner of Black Maple Capital ("Black Maple Holdings"), and Robert Barnard, as the managing member of Black Maple Holdings (collectively, the "Black Maple Reporting Persons").
Richard J. Lashley, as a Co-Trustee of the Danielle Morgan Lashley 2010 Trust, a New Jersey trust (the "Danielle Lashley Trust"); as a Co-Trustee of the Caitlin Anne Lashley 2010 Trust, a New Jersey Trust (the "Caitlin Lashley Trust"); as the holder of discretionary authority over a brokerage account owned by Robin Lashley; and as the Trustee of the Lashley Family 2012 Trust, a New Jersey trust.
John W. Palmer, as an individual, and as the Trustee of his defined contribution pension plan.
Danielle M. Lashley, as a Co-Trustee of the Danielle Lashley Trust.
Caitlin Anne Fanelli (nee Lashley), as a Co-Trustee of the Caitlin Lashley Trust.
Robin Lashley, as an individual.
Lashley Family 2011 Trust, a New Jersey trust.
Lashley Family 2012 Trust, a New Jersey trust.
Beth Lashley, as the Trustee of the Lashley Family 2011 Trust.
The Reporting Persons may be deemed to be members of a group with respect to the Company or securities of the Company for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Reporting Persons declare that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, (i) acting (or have agreed or are agreeing to act) with any other person as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Company or otherwise with respect to the Company or any securities of the Company; or (ii) a member of any syndicate or group with respect to the Company or any securities of the Company. |
| (b) | (a) The principal business address of the PL Capital Reporting Persons is 750 Eleventh Street South, Suite 202, Naples, FL 34102.
The principal business address of the Black Maple Reporting Persons is 250 E. Wisconsin Avenue, Suite 1250, Milwaukee, WI 53202.
The principal business address of the Danielle Lashley Trust is c/o Richard Lashley, Co- Trustee, 415 L'Ambiance Drive, Unit E-707, Longboat Key, FL 34228.
The principal business address of Danielle M. Lashley is 1004 Nicholson Road, Wynnewood, PA, 19096.
The principal business address of the Caitlin Lashley Trust is c/o Richard Lashley, Co- Trustee, 415 L'Ambiance Drive, Unit E-707, Longboat Key, FL 34228.
The principal business address of Caitlin Fanelli is 57 Alexanders Court, Newtown, PA 18940.
The principal business address of the Lashley Family 2011 Trust is c/o Beth Lashley, Trustee, 415 L'Ambiance Drive, Unit E-707, Longboat Key, FL 34228.
The principal business address of the Lashley Family 2012 Trust is c/o Richard Lashley, Trustee, 415 L'Ambiance Drive, Unit E-707, Longboat Key, FL 34228.
The principal business address of Beth Lashley is 415 L'Ambiance Drive, Unit E-707, Longboat Key, FL 34228.
The principal business address of Robin Lashley is c/o Richard Lashley, 415 L'Ambiance Drive, Unit E-707, Longboat Key, FL 34228. |
| (c) | The principal business of PL Capital Advisors is to serve as an investment manager or adviser to various investment partnerships, funds and managed accounts (each a "PL Capital Advisors Client" and, collectively, the "PL Capital Advisors Clients"). The principal occupation of Messrs. Lashley and Palmer is investment management through their ownership and control over the affairs of PL Capital Advisors. The PL Capital Advisors Clients do not have the right to acquire voting or dispositive power over the Common Stock within sixty days.
The principal business of Black Maple Capital is to serve as an investment manager or adviser to various investment partnerships, funds and managed accounts (each a "Black Maple Capital Client" and, collectively, the "Black Maple Capital Clients"). Black Maple Holdings is the General Partner of Black Maple Capital. The principal occupation of Mr. Barnard is investment management through his ownership and control over the affairs of Black Maple Capital. The Black Maple Capital Clients do not have the right to acquire voting or dispositive power over the Common Stock within sixty days.
The principal business of the Danielle Lashley Trust is to serve as a trust for the benefit of Danielle Lashley.
The principal business of the Caitlin Lashley Trust is to serve as a trust for the benefit of Caitlin Fanelli (nee Lashley).
The principal business of the Lashley Family 2011 Trust is to serve as a trust for the benefit of Beth Lashley.
The principal business of the Lashley Family 2012 Trust is to serve as a trust for the benefit of Richard Lashley.
Danielle Lashley is an individual, and serves as the Co-Trustee of the Danielle Lashley Trust. Beth Lashley is an individual and serves as the Trustee of the Lashley Family 2011 Trust. Robin Lashley is an individual and is a retired university professor. Caitlin Fanelli (nee Lashley) is an individual and serves as Co-Trustee of the Caitlin Lashley Trust.
The PL Capital Reporting Persons and the Black Maple Reporting Persons share voting and dispositive power over the Common Stock held by PL Capital / Black Maple Financial Fund, L.P., which is a joint PL Capital Advisors Client and Black Maple Capital Client. The PL Capital / Black Maple Financial Fund, L.P. does not have the right to obtain voting or dispositive power over any of the shares of Common Stock within sixty days, and is therefore not deemed to beneficially own the shares of Common Stock pursuant to Rule 13d-3 under the Exchange Act. |
| (d) | During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. |
| (f) | Richard Lashley, John Palmer, Robert Barnard, Danielle Lashley, Beth Lashley and Robin Lashley are citizens of the United States. |
| Item 3. | Source and Amount of Funds or Other Consideration |
In aggregate, the Reporting Persons have voting and dispositive power over 1,794,686 shares of Common Stock of the Company acquired at an aggregate cost of $45,567,470.
PL Capital Advisors holds shared voting and dispositive power over 1,774,886 shares of Common Stock acquired at a cost of $45,078,138 on behalf of the PL Capital Advisors Clients.
PL Capital Advisors and Black Maple Capital share voting and dispositive power over 31,989 shares of Common Stock acquired on behalf of the PL Capital / Black Maple Financial Fund, L.P. acquired at a cost of $831,442..
The Danielle Lashley Trust, Richard Lashley and Danielle Lashley share voting and dispositive power over 3,000 shares of Common Stock held by the Danielle Lashley Trust acquired at a cost of $75,728.
The Caitlin Lashley Trust, Richard Lashley and Caitlin Fanelli share voting and dispositive power over 1,500 shares of Common Stock held by the Caitlin Lashley Trust acquired at a cost of $38,963.
The Lashley Family 2011 Trust and Beth Lashley share voting and dispositive power over 5,100 shares of Common Stock held by the Lashley Family 2011 Trust acquired at a cost of $126,608.
The Lashley Family 2012 Trust and Richard Lashley share voting and dispositive power over 3,000 shares of Common Stock held by the Lashley Family 2012 Trust acquired at a cost of $77,670.
Robin Lashley and Richard Lashley share voting and dispositive power over 1,200 shares of Common Stock held by Robin Lashley acquired at a cost of $29,868.
John Palmer as an individual holds sole voting and dispositive power over 4,000 shares of Common Stock he holds in his defined contribution pension plan, acquired at a cost of $89,495.
Richard Lashley as an individual holds sole voting and dispositive power over 2,000 shares of Common Stock he holds in his Individual Retirement Account, acquired at a cost of $51,000.
Mr. Lashley, Mr. Palmer and PL Capital Advisors are deemed to beneficially own Common Stock held on behalf of the PL Capital Advisors Clients under Rule 13d-3 of the Exchange Act.
Mr. Barnard, Black Maple Holdings and Black Maple Capital are deemed to beneficially own Common Stock held on behalf of the Black Maple Capital Clients under Rule 13d-3 of the Exchange Act. Other than the PL Capital / Black Maple Financial Fund, L.P., currently no other shares of Common Stock are held on behalf of Black Maple Capital Clients. Mr. Barnard does not directly own any Common Stock.
The source of funds for all of the Common Stock held by the Reporting Persons was working capital or personal funds, as applicable. From time to time, the PL Capital Reporting Persons and the Black Maple Reporting Persons may have purchased or held Common Stock on margin provided by Goldman Sachs & Co. ("Goldman Sachs") on such firm's usual terms and conditions. All or part of the shares of Common Stock owned on behalf of the PL Capital Advisors Clients and the Black Maple Capital Clients may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans. Such loans, if any, generally bear interest at a rate based upon the federal funds rate plus a margin. Such indebtedness, if any, may be refinanced with other banks or broker-dealers. As of the date of this filing, there are no margin or other loans outstanding secured by Common Stock by any of the PL Capital Reporting Persons or Black Maple Reporting Persons.
From time to time, the Danielle Lashley Trust, Caitlin Lashley Trust, Lashley Family 2011 Trust, Lashley Family 2012 Trust, John Palmer, and Robin Lashley may have purchased or held Common Stock on margin provided by Charles Schwab & Co. Inc. or Fidelity Investments Inc. on such firms' usual terms and conditions. All or part of the shares of Common Stock owned on behalf of the those persons and entities may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans. Such loans, if any, generally bear interest at a rate based upon the federal funds rate plus a margin. Such indebtedness, if any, may be refinanced with other banks or broker-dealers.
As of the date of this filing, there are no margin or other loans outstanding secured by Common Stock by any of the Reporting Persons. | |
| Item 4. | Purpose of Transaction |
This is the Reporting Persons' second amended Schedule 13D. The Reporting Persons beneficially own 8.9% of the Company in the aggregate, based upon the Company's outstanding shares of Common Stock as of July 31, 2025. The Reporting Persons acquired the Common Stock because they believed the Common Stock was undervalued at the time of purchase.
The Reporting Persons intend to monitor the performance and corporate governance of the Company, as well as the actions of the Company's management and board. As it deems necessary, the Reporting Persons will assert their stockholder rights.
To the extent the actions described herein may be deemed to constitute a "control purpose" with respect to the Exchange Act and the regulations thereunder, the Reporting Persons have such a purpose. Except as noted in this Schedule 13D, the Reporting Persons do not have any plans or proposals, which relate to, or would result in, any of the matters referred to in paragraphs (b) through (j), inclusive of Item (4) of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto. The Reporting Persons may make further purchases of shares of Common Stock, and the Reporting Persons may dispose of any or all the shares of Common Stock which they hold. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The percentages used in this Schedule 13D are calculated based upon the number of outstanding shares of Common Stock, 20,129,633, reported as the number of outstanding shares as of July 31, 2025, in the Company's Form 10-Q Quarterly Report filed with the Securities Exchange Commission on August 4, 2025.
Because Messrs. Palmer and Lashley are the Managing Members of PL Capital Advisors, the investment manager or adviser to the PL Capital Advisors Clients, they are deemed to share the voting and dispositive power over the shares of Common Stock managed by PL Capital Advisors on behalf of the PL Capital Advisors Clients (including, without limitation, the PL Capital / Black Maple Financial Fund, L.P.).
Because Black Maple Holdings is the General Partner of Black Maple Capital, the investment manager or adviser to the Black Maple Capital Clients (including, without limitation, the PL Capital / Black Maple Financial Fund, L.P.), it is deemed to share voting power and dispositive power over the shares of Common Stock managed by Black Maple Capital on behalf of the Black Maple Capital Clients. Because Mr. Barnard is the control person of Black Maple Holdings, the General Partner of Black Maple Capital, he is deemed to share voting power and dispositive power over the shares of Common Stock managed by Black Maple Capital on behalf of the Black Maple Capital Clients (including, without limitation, the PL Capital / Black Maple Financial Fund, L.P.). |
| (b) | Name of Reporting Person: PL Capital Advisors, LLC
Number of Shares Beneficially Owned with Sole Voting and Dispositive Power: None
Number of Shares Beneficially Owned with Shared Voting and Dispositive Power: 1,774,886
Name of Reporting Person: Richard J. Lashley
Number of Shares Beneficially Owned with Sole Voting and Dispositive Power: 5,000 (includes 2,000 shares held in Mr. Lashley's IRA and 3,000 shares held in the Lashley Family 2012 Trust)
Number of Shares Beneficially Owned with Shared Voting and Dispositive Power: 1,785,586
Additional Information: Because Messrs. Palmer and Lashley are the Managing Members of PL Capital Advisors, the investment manager or adviser to the Clients, they are deemed to share the voting and dispositive power over the shares of Common Stock managed by PL Capital Advisors on behalf of the Clients. And because Mr. Lashley is the co-Trustee of the Danielle Lashley Trust and the Caitlin Lashley Trust, and is the holder of discretionary authority for Robin Lashley, Mr. Lashley is deemed to share the voting and dispositive power over the shares of Common Stock held by these persons and entities.
Name of Reporting Person: John W. Palmer
Number of Shares Beneficially Owned with Sole Voting and Dispositive Power: 4,000 (these shares are held in Mr. Palmer's defined contribution plan)
Number of Shares Beneficially Owned with Shared Voting and Dispositive Power: 1,778,886
Additional Information: Because Messrs. Palmer and Lashley are the Managing Members of PL Capital Advisors, the investment manager or adviser to the Clients, they are deemed to share the voting and dispositive power over the shares of Common Stock managed by PL Capital Advisors on behalf of the Clients.
Name of Reporting Persons: Black Maple Capital Holdings, Black Maple Capital and Robert Barnard
Number of Shares Beneficially Owned with Sole Voting and Dispositive Power: 0
Number of Shares Beneficially Owned with Shared Voting and Dispositive Power: 31,989
Because Black Maple Holdings is the General Partner of Black Maple Capital, the investment manager or adviser to the Black Maple Capital Clients (including, without limitation, the PL Capital / Black Maple Financial Fund, L.P.), it is deemed to share voting power and dispositive power over the shares of Common Stock managed by Black Maple Capital on behalf of the Black Maple Capital Clients. Because Mr. Barnard is the control person of Black Maple Holdings, the General Partner of Black Maple Capital, he is deemed to share voting power and dispositive power over the shares of Common Stock managed by Black Maple Capital on behalf of the Black Maple Capital Clients (including, without limitation, the PL Capital / Black Maple Financial Fund, L.P.).
Name of Reporting Persons: Danielle Lashley Trust, Danielle Lashley and Richard Lashley
Number of Shares Beneficially Owned with Sole Voting and Dispositive Power: 0
Number of Shares Beneficially Owned with Shared Voting and Dispositive Power: 3,000
Name of Reporting Persons: Cailtin Lashley Trust, Caitlin Fanelli and Richard Lashley
Number of Shares Beneficially Owned with Sole Voting and Dispositive Power: 0
Number of Shares Beneficially Owned with Shared Voting and Dispositive Power: 1,500
Name of Reporting Persons: Lashley Family 2011 Trust and Beth Lashley
Number of Shares Beneficially Owned with Sole Voting and Dispositive Power: 0
Number of Shares Beneficially Owned with Shared Voting and Dispositive Power: 5,100
Name of Reporting Persons: Robin Lashley and Richard Lashley
Number of Shares Beneficially Owned with Sole Voting and Dispositive Power: 0
Number of Shares Beneficially Owned with Shared Voting and Dispositive Power: 1,200 |
| (c) | The Reporting Persons made transactions in the Common Stock within the past 60 days as noted below:
Messrs. Palmer and Lashley
(a)-(b) See cover page.
(c) During the past 60 days, Messrs. Palmer and Lashley did not have any transactions in the Common Stock other than the transactions effected by PL Capital Advisors on behalf of the PL Capital Advisors Clients.
Black Maple Holdings and Mr. Barnard
(a)-(b) See cover page.
(c) During the past 60 days, Black Maple Holdings and Mr. Barnard did not have any transactions in the Common Stock other than the transactions effected by Black Maple Capital on behalf of the Black Maple Capital Clients.
PL Capital Advisors and Black Maple Capital Transactions in Common Stock
(a)-(b) See cover page.
(c) PL Capital Advisors and Black Maple Capital made the following purchases (and no sales) of Common Stock in the past sixty days on behalf of PL Capital Advisors Clients and Black Maple Capital Clients:
Trade Date: 8/1/2025
Number of Shares Purchased: 25,000
Price Per Share: 24.85
Where and How Transaction Effected: Open Market Transaction
Clients: PL Capital Advisors Clients (other than PL Capital / Black Maple Financial Fund, L.P.)
Trade Date: 8/13/2025
Number of Shares Purchased: 46,518
Price Per Share: 26.39
Where and How Transaction Effected: Open Market Transaction
Clients: PL Capital Advisors Clients (including PL Capital / Black Maple Financial Fund, L.P.)
Trade Date: 8/14/2025
Number of Shares Purchased: 16,805
Price Per Share: 26.59
Where and How Transaction Effected: Open Market Transaction
Clients: PL Capital Advisors Clients (other than PL Capital / Black Maple Financial Fund, L.P.)
Trade Date: 8/15/2025
Number of Shares Purchased: 164
Price Per Share: 25.80
Where and How Transaction Effected: Open Market Transaction
Clients: PL Capital Advisors Clients (other than PL Capital / Black Maple Financial Fund, L.P.)
Trade Date: 8/18/2025
Number of Shares Purchased: 1,200
Price Per Share: 25.80
Where and How Transaction Effected: Open Market Transaction
Clients: PL Capital Advisors Clients (other than PL Capital / Black Maple Financial Fund, L.P.)
Trade Date: 8/20/2025
Number of Shares Purchased: 2,648
Price Per Share: 25.86
Where and How Transaction Effected: Open Market Transaction
Clients: PL Capital Advisors Clients (other than PL Capital / Black Maple Financial Fund, L.P.)
Trade Date: 8/21/2025
Number of Shares Purchased: 5,853
Price Per Share: 25.91
Where and How Transaction Effected: Open Market Transaction
Clients: PL Capital Advisors Clients (other than PL Capital / Black Maple Financial Fund, L.P.)
Trade Date: 8/22/2025
Number of Shares Purchased: 28,012
Price Per Share: 27.18
Where and How Transaction Effected: Open Market Transaction
Clients: PL Capital Advisors Clients (other than PL Capital / Black Maple Financial Fund, L.P.)
Trade Date: 8/28/2025
Number of Shares Purchased: 3,000
Price Per Share: 27.50
Where and How Transaction Effected: Open Market Transaction
Clients: PL Capital Advisors Clients (other than PL Capital / Black Maple Financial Fund, L.P.)
Trade Date: 9/15/2025
Number of Shares Purchased: 2,000
Price Per Share: 26.70
Where and How Transaction Effected: Open Market Transaction
Clients: PL Capital Advisors Clients (other than PL Capital / Black Maple Financial Fund, L.P.)
Trade Date: 9/19/2025
Number of Shares Purchased: 25
Price Per Share: 26.99
Where and How Transaction Effected: Open Market Transaction
Clients: PL Capital Advisors Clients (other than PL Capital / Black Maple Financial Fund, L.P.)
Trade Date: 9/22/2025
Number of Shares Purchased: 9,975
Price Per Share: 26.99
Where and How Transaction Effected: Open Market Transaction
Clients: PL Capital Advisors Clients (other than PL Capital / Black Maple Financial Fund, L.P.)
Trade Date: 9/22/2025
Number of Shares Purchased: 111
Price Per Share: 26.99
Where and How Transaction Effected: Open Market Transaction
Clients: PL Capital Advisors Clients and Black Maple Capital Clients
Trade Date: 9/26/2025
Number of Shares Purchased: 20,000
Price Per Share: 27.24
Where and How Transaction Effected: Open Market Transaction
Clients: PL Capital Advisors Clients (other than PL Capital / Black Maple Financial Fund, L.P.)
Trade Date: 9/29/2025
Number of Shares Purchased: 10,000
Price Per Share: 26.99
Where and How Transaction Effected: Open Market Transaction
Clients: PL Capital Advisors Clients (other than PL Capital / Black Maple Financial Fund, L.P.)
Trade Date: 9/30/2025
Number of Shares Purchased: 150,000
Price Per Share: 26.90
Where and How Transaction Effected: Open Market Transaction
Clients: PL Capital Advisors Clients (other than PL Capital / Black Maple Financial Fund, L.P.)
Trade Date: 9/30/2025
Number of Shares Purchased: 33,730
Price Per Share: 26.90
Where and How Transaction Effected: Open Market Transaction
Clients: PL Capital Advisors Clients (other than PL Capital / Black Maple Financial Fund, L.P.)
Danielle Lashley Trust (Danielle Lashley, Co-Trustee)
(a)-(b) See cover page.
(c) During the past 60 days, the Danielle Lashley Trust did not have any transactions in the Common Stock.
Caitlin Lashley Trust (Caitlin Fanelli, Co-Trustee)
(a)-(b) See cover page.
(c) During the past 60 days, the Caitlin Lashley Trust did not have any transactions in the Common Stock.
Lashley Family 2011 Trust (Beth Lashley, Trustee)
(a)-(b) See cover page.
(c) During the past 60 days, the Lashley Family 2011 Trust did not have any transactions in the Common Stock.
Lashley Family 2012 Trust (Richard Lashley, Trustee)
(a)-(b) See cover page.
(c) During the past 60 days, the Lashley Family 2012 Trust did not have any transactions in the Common Stock.
Robin Lashley
(a)-(b) See cover page.
(c) During the past 60 days, Robin Lashley did not have any transactions in the Common Stock.
John Palmer (Defined Contribution Plan)
(a)-(b) See cover page.
(c) During the past 60 days, John Palmer's defined contribution plan did not have any transactions in the Common Stock. |
| (d) | PL Capital Advisors' Clients may be deemed to have the right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, the Common Stock owned on their behalf. The Black Maple Capital Clients may be deemed to have the right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, the Common Stock owned on their behalf.
Except as set forth above, no person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares of Common Stock beneficially owned by the Reporting Persons. No advisory client is known to any Reporting Person to have, and except as otherwise set forth herein no Reporting Person has, the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than five percent of the Company's Common Stock. |
| (e) | Not Applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
PL Capital Advisors is the investment manager on behalf of the Clients. Each of the Clients has granted to PL Capital Advisors the sole and exclusive authority to vote and dispose of the shares of Common Stock held on their behalf pursuant to a management agreement. PL Capital Advisors is entitled to a fee for managing and advising these Clients, generally based upon a percentage of the Clients' capital. Affiliates of PL Capital Advisors, including PL Capital, LLC and Goodbody/PL Capital LLC, serve as the general partner of various partnerships managed and advised by PL Capital Advisors, including Financial Edge Fund, L.P., Financial Edge-Strategic Fund, L.P., PL Capital/Focused Fund, L.P., PL Capital Plus Fund, L.P., PL Capital SPV #1, L.P., and Goodbody/PL Capital, L.P., each a Delaware limited partnership. For serving as the general partner of these partnerships, PL Capital Advisors' affiliates are entitled to an allocation of a portion of net profits, if any, generated by the partnerships.
PL Capital Advisors and Black Maple Capital are co-investment advisors on behalf of the PL Capital / Black Maple Financial Fund, L.P. The PL Capital / Black Maple Financial Fund, L.P. has granted to each of PL Capital Advisors and Black Maple Capital shared authority to vote and dispose of the shares of Common Stock held on its behalf pursuant to an investment management agreement. PL Capital Advisors and Black Maple Capital are entitled to a fee for managing and advising the PL Capital / Black Maple Financial Fund, L.P., and certain of their affiliates are entitled to an allocation of a portion of net profits, if any, for serving as the general partner. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 1: Joint Filing Agreement - Filed Previously. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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FAQ
What percentage of FINANCIAL INSTITUTIONS, INC (FIISO) does the group own?
The Reporting Persons collectively beneficially own 1,794,686 shares, equal to 8.9% of the company's 20,129,633 outstanding shares used in the filing.
How much did the group pay for the shares reported in the Schedule 13D/A?
The filing discloses an aggregate acquisition cost of $45,567,470 for the reported shares.
Did the Reporting Persons make recent purchases and when?
Yes. The filing lists multiple open‑market purchases, including a notable purchase of 150,000 shares on 9/30/2025 at $26.90 per share.
Do the filers intend to influence company governance?
The Reporting Persons state they intend to monitor performance and governance and acknowledge they may have a control purpose with respect to the Exchange Act.
Are any margin loans outstanding against the reported shares?
The filing states there are no margin or other loans outstanding secured by any of the Reporting Persons' Common Stock as of the filing date.