[8-K] FINANCIAL INSTITUTIONS INC Reports Material Event

Financial Institutions, Inc. declared a higher quarterly cash dividend of $0.32 per common share, up $0.01, or 3.2%, from the prior quarter.

Rhea-AI Filing Summary

Financial Institutions, Inc. declared a higher quarterly cash dividend of $0.32 per common share, up $0.01, or 3.2%, from the prior quarter. The Board links this increase to strong 2025 profitability, a solid balance sheet, and confidence in sustainable long-term earnings growth.

Based on a closing share price of $34.43 on February 11, 2026, the dividend implies a 3.7% yield and a 35% payout ratio of 2025 net income available to common stockholders per diluted share. The Company also declared 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 on April 2, 2026 to shareholders of record as of March 13, 2026. Financial Institutions, Inc. is a financial holding company with approximately $6.3 billion in assets as of December 31, 2025, operating Five Star Bank and wealth manager Courier Capital.

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, or exhibit attachments filed with this report.

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Accepted by SEC EDGAR 02/12/2026 - 05:01 PM Learn about SEC filing dates

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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): February 12, 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 7.01 Regulation FD Disclosure.

Financial Institutions, Inc. (the “Company”) issued a press release announcing that on February 12, 2026, its Board of Directors declared a cash dividend of $0.32 per common share. 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 April 2, 2026 to shareholders of record as of March 13, 2026.

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 February 12, 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:	February 12, 2026	By:	/s/ W. Jack Plants, II
			W. Jack Plants, II Executive Vice President, Chief Financial Officer      and Treasurer

Financial Institutions, Inc. Increases

Quarterly Common Stock Dividend by 3.2% to $0.32

Cash dividend represents a 3.7% yield and 35% payout ratio

WARSAW, N.Y., February 12, 2026 — Financial Institutions, Inc. (NASDAQ: FISI) (the “Company”), parent company of Five Star Bank and Courier Capital, LLC, announced that its Board of Directors approved a quarterly cash dividend of $0.32 per outstanding common share, an increase of $0.01, or 3.2%, from the most recent quarter.

“The increase to our quarterly cash dividend reflects our strong profitability in 2025, the strength of our balance sheet today, and our Board’s confidence in our ability to sustainably grow earnings over the long-term,” said President and Chief Executive Officer Martin K. Birmingham. “This dividend increase also underscores our commitment to returning capital to shareholders while continuing to invest in our franchise and support our communities.”

On an annualized basis, the $0.32 cash dividend represents a yield of 3.7% based on the closing share price of $34.43 on February 11, 2026, and a payout ratio of 35% of 2025 net income available to common stockholders per diluted share.

The Company also announced 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 dividends are payable April 2, 2026, to shareholders of record on March 13, 2026.

About Financial Institutions, Inc.
Financial Institutions, Inc. (NASDAQ: FISI) is a financial holding company with approximately $6.3 billion in assets as of December 31, 2025, offering banking and wealth management products and services. Its Five Star Bank subsidiary provides consumer and commercial banking and lending services to individuals, municipalities and businesses through banking locations spanning Western and Central New York and a commercial loan production office serving the Mid-Atlantic region. Courier Capital, LLC offers customized investment management, financial planning and consulting services to individuals and families, businesses, institutions, non-profits and retirement plans. Learn more at Five-StarBank.com and FISI-Investors.com.

For additional information contact:

Kate Croft

Director of Investor Relations and Corporate Communications

(716) 817-5159

klcroft@five-starbank.com

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 9.9 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 24.5 KB