FISI (NASDAQ: FISI) CRO exercises 2,302 RSUs; 829 shares withheld

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

FINANCIAL INSTITUTIONS INC Chief Risk Officer Gary A. Pacos exercised restricted stock units into common shares. On March 20, 2026, he converted 2,302 restricted stock units into the same number of common shares. To cover tax obligations, 829 shares of common stock were withheld at $30.59 per share. After these transactions, Pacos directly holds 3,473 shares of common stock. The filing shows a routine compensation-related exercise and tax withholding, not an open-market purchase or sale.

Insider Trade Summary

2,302 shares exercised/converted

Mixed 3 txns

Insider PACOS GARY A.

Role Chief Risk Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	2,302	$0.00	--
Exercise	Common Stock	2,302	$0.00	--
Tax Withholding	Common Stock	829	$30.59	$25K

Holdings After Transaction: Restricted Stock Unit — 0 shares (Direct); Common Stock — 4,302 shares (Direct)

Footnotes (1)

Each restricted stock unit represents a contingent right to receive one share of FISI common stock. Restricted stock units convert into shares of common stock on a one-for-one basis.

Form 4 Insider Transactions: What Each Field Means →

03/23/2026 - 04:05 PM

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

PACOS GARY A.

(Last)

(First)

(Middle)

220 LIBERTY STREET

(Street)

WARSAW

NEW YORK

14569

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
FINANCIAL INSTITUTIONS INC [ FISI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Risk Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/20/2026		M		2,302	A	⁽¹⁾	4,302	D
Common Stock	03/20/2026		F		829	D	$30.59	3,473	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽²⁾	03/20/2026		M			2,302	03/20/2026	03/20/2026	Common Stock	2,302	$0	0	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of FISI common stock.

2. Restricted stock units convert into shares of common stock on a one-for-one basis.

	SANDRA L. BYERS By Power of Attorney from Gary A. Pacos	03/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did FISI Chief Risk Officer Gary A. Pacos report in this Form 4?

Gary A. Pacos reported exercising restricted stock units into common stock and a related tax withholding. On March 20, 2026, 2,302 restricted stock units converted into 2,302 common shares, with 829 shares withheld to satisfy tax obligations, leaving him with 3,473 directly held shares.

How many FINANCIAL INSTITUTIONS INC shares did Gary A. Pacos acquire and how many were withheld for taxes?

Pacos acquired 2,302 common shares through restricted stock unit conversion and had 829 shares withheld for taxes. The withholding price was $30.59 per share, reflecting a non-market tax payment mechanism rather than an open-market sale or discretionary trading activity in FISI stock.

What is Gary A. Pacos’s direct ownership in FISI after these transactions?

Following the March 20, 2026 transactions, Pacos directly owns 3,473 shares of FINANCIAL INSTITUTIONS INC common stock. This balance reflects 2,302 shares received from restricted stock unit conversion, reduced by 829 shares withheld to cover tax liabilities associated with the compensation-related equity award.

Were Gary A. Pacos’s FISI transactions open-market buys or sells?

The reported transactions were not open-market buys or sells. They reflect exercise of 2,302 restricted stock units into common stock and a tax-withholding disposition of 829 shares at $30.59, a standard mechanism for satisfying tax obligations on equity compensation grants.

What type of equity award did Gary A. Pacos exercise at FINANCIAL INSTITUTIONS INC?

Pacos exercised restricted stock units, which convert into common shares on a one-for-one basis. Each restricted stock unit represented a contingent right to receive one share of FISI common stock, and 2,302 units converted into 2,302 common shares on March 20, 2026.