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Financial Institutions, Inc. filed a current report to share that it has released its financial results for the fourth quarter ended December 31, 2025. The company issued a press release on January 29, 2026, which is furnished as Exhibit 99.1.
The company also published an investor presentation with fourth-quarter 2025 data on its investor relations website under “Events & Presentations.” The company states that it may use this website, along with SEC filings and press releases, to communicate material information to investors.
Financial Institutions Inc. reported updated insider holdings for its Chief Marketing Officer, Blake G. Jones, in an annual Form 5 filing. As of the fiscal year ended 12/31/2025, Jones beneficially owned 232 shares of Financial Institutions Inc. common stock held indirectly through the company’s 401(k) plan. A footnote explains that this total includes 10 shares acquired under the FISI 401(k) plan since the date of Jones’s last Section 16 filing. The filing reflects ongoing plan-based accumulation of shares rather than a discretionary open-market trade.
Financial Institutions Inc. officer Kevin B. Quinn reported his beneficial ownership for the fiscal year ended 12/31/2025. He held 5,275 shares of common stock directly and 40 shares indirectly through the company’s 401(k) plan. A footnote explains that 12 shares were acquired under the FISI 401(k) plan since his last Section 16 filing, reflecting routine accumulation of stock through retirement plan contributions rather than open-market trading.
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.