Financial Institutions (FISI) director Boswell to retire after 2026 meeting

Rhea-AI Filing Summary

Financial Institutions, Inc. reported that longtime director Donald K. Boswell will retire from the boards of the company and its wholly owned subsidiary, Five Star Bank. He informed the board on March 4, 2026, that he will not stand for re-election at the 2026 Annual Meeting of Shareholders.

His retirement will take effect immediately following the 2026 Annual Meeting, after nine years of board service. The company states that his decision reflects his intent to pursue outside interests and was not due to any disagreement with the company, its management, operations, policies, or practices.

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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): March 04, 2026

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 4, 2026, Donald K. Boswell, a member of the Board of Directors (the “Board”) of Financial Institutions, Inc. (the “Company”) and the Board of Directors of the Company’s wholly-owned subsidiary, Five Star Bank, informed the Board of his decision not to stand for re-election at the 2026 Annual Meeting of Shareholders. His retirement from both boards following nine years of service will take effect immediately following the 2026 Annual Meeting of Shareholders. Mr. Boswell's decision not to stand for re-election reflects his intent to pursue outside interests, and it did not result from any disagreement with the Company, the Board, management, or any matter relating to the Company’s operations, policies or practices.

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:	March 10, 2026	By:	/s/ Samuel J. Burruano, Jr.
			Samuel J. Burruano, Jr. Executive Vice President, Chief Legal Officer      and Corporate Secretary

FAQ

What board change did Financial Institutions, Inc. (FISI) disclose in this 8-K?

Financial Institutions, Inc. disclosed that director Donald K. Boswell will retire from its board and the board of Five Star Bank. His retirement follows nine years of service and will become effective immediately after the 2026 Annual Meeting of Shareholders.

When will Donald K. Boswell’s retirement from FISI’s board become effective?

Donald K. Boswell’s retirement will become effective immediately following the 2026 Annual Meeting of Shareholders. Until then, he continues to serve on the boards of Financial Institutions, Inc. and its wholly owned subsidiary, Five Star Bank, as a director.

Why is FISI director Donald K. Boswell not standing for re-election?

Donald K. Boswell chose not to stand for re-election in order to pursue outside interests. The company notes that his decision was not due to any disagreement with Financial Institutions, Inc., its board, management, or any aspect of its operations, policies, or practices.

Did Donald K. Boswell cite any disagreements with FISI as a reason for retiring?

The company states that Donald K. Boswell’s decision did not result from any disagreement with Financial Institutions, Inc. That includes no disputes regarding the company’s management, operations, policies, practices, or with the board of directors of the company or Five Star Bank.

What subsidiaries are affected by Donald K. Boswell’s retirement from FISI?

Boswell is retiring from the board of Financial Institutions, Inc. and from the board of its wholly owned subsidiary, Five Star Bank. His decision affects his governance roles at both entities, with retirement effective immediately after the 2026 Annual Meeting of Shareholders.

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