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Financial Instns Inc 8-K Filings

FISI NASDAQ

Every 8-K that Financial Instns Inc (FISI) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow FISI and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full FISI filings page.

Rhea-AI Summary

Financial Institutions, Inc. (FISI) reported governance changes following the retirement of director Bruce W. Harting from the boards of the company and its wholly owned subsidiary, Five Star Bank, effective September 1, 2026. His retirement is described as based on his intent to pursue outside interests and not due to any disagreement with the company, its board, management, or its operations, policies or practices.

As a result of his departure, the board size was reduced from thirteen to twelve members. To keep its three board classes approximately equal as required by the Amended and Restated Bylaws, the board reclassified Chair Susan R. Holliday from the class with a term expiring at the 2029 Annual Meeting of Shareholders to the class with a term expiring at the 2028 Annual Meeting. Effective September 3, 2026, she resigned from the 2029 class and was immediately reappointed to the 2028 class, with her service deemed uninterrupted and no change to her role as Chair, committee assignments, or compensation.

Rhea-AI Summary

FINANCIAL INSTITUTIONS INC (FISI) announced that its Board of Directors approved regular cash dividends on its common and preferred stock. The company declared a $0.32 per common share quarterly cash dividend, a $0.75 per share dividend on its Series A 3% preferred stock, and a $2.12 per share dividend on its Series B-1 8.48% preferred stock.

All dividends are payable on October 2, 2026 to shareholders of record as of September 15, 2026. Financial Institutions, Inc., the parent of Five Star Bank and Courier Capital, LLC, is a financial holding company with $6.3 billion in assets as of June 30, 2026, offering banking and wealth management services primarily in Western and Central New York and the Mid-Atlantic region.

Rhea-AI Summary

Financial Institutions, Inc. reported net income available to common shareholders of $20.8 million, or $1.04 per diluted share, for the quarter ended June 30, 2026, up from $0.85 a year earlier; total net income was $21,184 thousand.

Net interest income was $53,361 thousand and net interest margin was 3.70%. Total loans reached $4.75 billion, up 2.7% from March 31, 2026, while deposits were $5.30 billion, slightly lower quarter-over-quarter but higher year-over-year. Noninterest income was $11.0 million, supported by investment advisory fees as assets under management exceeded $4.0 billion. Asset quality metrics included net charge-offs of 0.11% of average loans and non-performing loans of $39.0 million, or 0.82% of total loans. Regulatory capital ratios continued to exceed well-capitalized requirements, with a tangible common equity ratio of 9.02% and a common equity Tier 1 ratio of 11.44%, and the company paid a quarterly common dividend of $0.32 per share.

Rhea-AI Summary

Financial Institutions, Inc. reported the results of its Annual Meeting of Shareholders held on May 20, 2026. Shareholders elected five directors—David P. Bovenzi, Andrew W. Dorn, Jr., Steven C. Finch, Robert M. Glaser, and Susan R. Holliday—to serve until the 2029 annual meeting.

Investors also approved the advisory Say-on-Pay vote on executive compensation, with 13,784,109 votes cast in favor. In addition, shareholders ratified the appointment of RSM US LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.

Rhea-AI Summary

Financial Institutions, Inc., parent of Five Star Bank and Courier Capital, announced a quarterly cash dividend of $0.32 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 dividends are payable on July 2, 2026 to shareholders of record on June 12, 2026. The company reports approximately $6.3 billion in assets as of March 31, 2026, reflecting a regional banking and wealth management platform focused on Western and Central New York with additional commercial lending reach into the Mid-Atlantic region.

Rhea-AI Summary

Financial Institutions, Inc. reported strong first-quarter 2026 results, with net income available to common shareholders of $20.6 million, or $1.04 per diluted share, up from $0.81 a year earlier. Earnings reflected a net interest margin of 3.67%, return on average assets of 1.37% and return on average equity of 13.43%.

Total loans were $4.63 billion and total deposits were $5.34 billion at March 31, 2026. The company repurchased 163,197 common shares at an average price of $31.50 and increased its quarterly common dividend by 3.2% to $0.32 per share.

Rhea-AI 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.

Rhea-AI 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.

Rhea-AI 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.

Rhea-AI Summary

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.

Rhea-AI Summary

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.

Rhea-AI Summary

Financial Institutions, Inc. (FISI) furnished an 8-K announcing it issued a press release with financial results for the third quarter ended September 30, 2025. The release was furnished as Exhibit 99.1.

The company also published an investor presentation covering Q3 2025 on its Investor Relations website under “Events & Presentations.” The company notes it may use SEC filings, press releases, and its website to communicate material information.

The Item 7.01 information is furnished and not deemed filed under the Exchange Act.

Rhea-AI Summary

Financial Institutions, Inc. announced that its Board of Directors has approved a new share repurchase program authorizing the buyback of up to 1,006,379 shares of common stock, which is described as approximately 5% of its current outstanding common shares. The new program became effective on September 18, 2025 and replaces the prior repurchase program authorized in June 2022.

The company may repurchase shares in open market or private transactions, including block trades or under Rule 10b5-1 trading plans, with no stated expiration date. Any repurchases will be made at management’s discretion based on factors such as stock price, market conditions, regulatory requirements, alternative uses of capital, trading volume, and the company’s financial performance, and the Board may extend, modify, or discontinue the program at any time.

Rhea-AI 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.