Financial Institutions, Inc. (FISI) declares common and preferred dividends

Rhea-AI Filing Summary

Financial Institutions, Inc. announced that its board declared a cash dividend of $0.31 per common share. The company also declared 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 October 2, 2025 to shareholders who are on record as of September 15, 2025. This filing also notes that the related press release is furnished as an exhibit and is not treated as being formally filed for liability purposes under the Exchange Act.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 25, 2025

Financial Institutions, Inc.

(Exact name of Registrant as Specified in Its Charter)

New York			0-26481	16-0816610
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
220 Liberty Street
Warsaw, New York				14569
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 585 786-1100

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.01 per share		FISI		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

Financial Institutions, Inc. (the “Company”) issued a press release announcing the declaration of a cash dividend of $0.31 per common share on August 25, 2025. The Company also announced 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 October 2, 2025 to shareholders of record as of September 15, 2025.

The press release issued by the Company is furnished as Exhibit 99.1 to this Form 8-K pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”), as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, of the Exchange Act, whether made before or after the date of this report, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description		Location
99.1		Press Release issued by Financial Institutions, Inc. on August 25, 2025		Filed Herewith
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			Financial Institutions, Inc.
Date:	August 25, 2025	By:	/s/ W. Jack Plants, II
			W. Jack Plants, II Executive Vice President, Chief Financial Officer      and Treasurer

FAQ

What dividend did Financial Institutions, Inc. (FISI) declare on its common stock?

Financial Institutions, Inc. declared a cash dividend of $0.31 per common share.

What preferred stock dividends did Financial Institutions, Inc. (FISI) announce?

The company declared 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.

When will the FISI dividends be paid?

All declared dividends are payable on October 2, 2025.

What is the record date for the Financial Institutions, Inc. (FISI) dividends?

Shareholders of record as of September 15, 2025 will be entitled to receive the dividends.

How is the FISI dividend announcement being communicated to investors?

The dividend announcement is described in a press release that is furnished as Exhibit 99.1 under a Regulation FD disclosure.

Does the dividend press release form part of FISI’s filed Exchange Act reports?

The company states the press release is furnished and shall not be deemed to be filed or incorporated by reference under the Exchange Act or Securities Act, except if specifically referenced in another filing.