Financial Institutions (NASDAQ: FISI) shares Q4 2025 results and presentation

Rhea-AI Filing Summary

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.

8-K Event Classification

3 items: 2.02, 7.01, 9.01

3 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

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): December 31, 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 (see General Instructions A.2. below):

☐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 Securities Exchange Act of 1934:

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 2.02 Results of Operations and Financial Condition.

On January 29, 2026, Financial Institutions, Inc. (the “Company”) issued a press release to report financial results for the fourth quarter ended December 31, 2025. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 7.01 Regulation FD Disclosure.

The Company published an investor presentation with data for the fourth quarter ended December 31, 2025. The presentation is available on the Company’s website at www.FISI-investors.com under “Events & Presentations”. Investors should note that the Company announces material information in Securities and Exchange Commission (“SEC”) filings and press releases. Based on guidance from the SEC, the Company may also use the Investor Relations section of its corporate website, www.FISI-investors.com, to communicate with investors about the Company. It is possible that the information posted there could be deemed to be material information. The information on the Company’s website is not incorporated by reference into this Current Report on Form 8-K.

This information is furnished 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 January 29, 2026		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:	January 29, 2026	By:	/s/ W. Jack Plants II
			W. Jack Plants II Executive Vice President, Chief Financial Officer      and Treasurer

FAQ

What did Financial Institutions, Inc. (FISI) disclose in its latest 8-K?

Financial Institutions, Inc. disclosed that it issued a press release reporting financial results for the fourth quarter ended December 31, 2025. The press release is furnished as Exhibit 99.1, and an accompanying investor presentation is available on the company’s investor relations website.

When did Financial Institutions, Inc. release its Q4 2025 results?

Financial Institutions, Inc. released its fourth quarter 2025 results on January 29, 2026. On that date, the company issued a press release covering the quarter ended December 31, 2025, and referenced an investor presentation with related data on its investor relations website.

Where can investors access Financial Institutions, Inc.’s Q4 2025 investor presentation?

Investors can access Financial Institutions, Inc.’s fourth quarter 2025 investor presentation on the company’s website at www.FISI-investors.com under the “Events & Presentations” section. The company notes this site may be used to communicate material information to investors.

How does Financial Institutions, Inc. distribute material information to investors?

Financial Institutions, Inc. distributes material information through SEC filings, press releases, and potentially the Investor Relations section of its website, www.FISI-investors.com. The company notes that information posted there could be considered material, even though it is not incorporated by reference into the report.

What exhibit in the 8-K contains Financial Institutions, Inc.’s Q4 2025 press release?

The press release issued by Financial Institutions, Inc. on January 29, 2026, reporting fourth quarter 2025 financial results is furnished as Exhibit 99.1. The filing also includes Exhibit 104, a cover page interactive data file embedded within the Inline XBRL document.

Is the Q4 2025 information on Financial Institutions, Inc.’s website part of the 8-K filing?

The company states that information on its website, including the Q4 2025 investor presentation, is not incorporated by reference into the report. It is furnished under Item 7.01 and is not deemed “filed” or subject to Section 18 liability of the Exchange Act.