Director Dawn Burlew (NASDAQ: FISI) awarded 1,595 common shares as equity compensation

Rhea-AI Filing Summary

Burlew Dawn H reported acquisition or exercise transactions in this Form 4 filing.

FINANCIAL INSTITUTIONS INC director Dawn H. Burlew reported stock awards on Common Stock. On May 20, 2026, she received two non-derivative grants: 313 shares at a reference price of $35.10 per share and an additional 1,282 shares recorded at $0.00 per share, indicating compensation-related awards rather than open-market purchases. These transactions increase her direct ownership and represent routine equity compensation, not discretionary buying or selling in the market.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Burlew Dawn H

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,282	$0.00	--
Grant/Award	Common Stock	313	$35.10	$11K

Holdings After Transaction: Common Stock — 21,939 shares (Direct, null)

Footnotes (1)

Key Figures

Stock grant 1: 313 shares Stock grant 1 price: $35.10/share Stock grant 2: 1,282 shares +1 more

4 metrics

Stock grant 1 313 shares Non-derivative Common Stock grant on May 20, 2026 at $35.10/share

Stock grant 1 price $35.10/share Reference price for 313-share Common Stock award

Stock grant 2 1,282 shares Non-derivative Common Stock grant on May 20, 2026 at $0.00/share

Total shares granted 1,595 shares Sum of two A-code Common Stock awards reported in this Form 4

Key Terms

Common Stock, Grant, award, or other acquisition, non-derivative, Form 4

4 terms

Common Stock financial

"security_title: "Common Stock" for both reported transactions"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

Grant, award, or other acquisition financial

"transaction_code_description: "Grant, award, or other acquisition""

non-derivative financial

"transaction_type: "non-derivative" on both Common Stock entries"

Form 4 regulatory

"INSIDER FILING DATA (Form 4)"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Form 4 Insider Transactions: What Each Field Means →

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^*

Burlew Dawn H

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/20/2026		A		1,282	A	$0	21,939	D
Common Stock	05/20/2026		A		313	A	$35.1	22,252	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

	SANDRA L. BYERS By Power of Attorney from Dawn H. Burlew	05/21/2026
	** 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)

FAQ

What insider transaction did FISI director Dawn H. Burlew report?

Director Dawn H. Burlew reported receiving stock awards in FINANCIAL INSTITUTIONS INC common shares. The Form 4 shows two non-derivative grants on May 20, 2026, increasing her direct equity stake as part of compensation rather than market trading.

How many FISI shares were granted to Dawn H. Burlew in this Form 4?

The filing reports awards totaling 1,595 common shares to Dawn H. Burlew. This consists of 313 shares at a reference price of $35.10 and 1,282 additional shares recorded at $0.00 per share as compensation-related grants.

Were Dawn H. Burlew’s FISI transactions open-market buys or compensation grants?

The transactions were compensation grants, not open-market purchases. Both are coded “A” for grant, award, or other acquisition, indicating stock-based compensation that increases her holdings without her buying shares in the public market.

On what date did Dawn H. Burlew receive the FISI stock awards?

Both stock awards were effective on May 20, 2026. The Form 4 reports that each non-derivative transaction in FINANCIAL INSTITUTIONS INC common stock occurred on that date, reflecting routine equity compensation for her service as a director.

What prices were used for the FISI stock awards to Dawn H. Burlew?

One grant of 313 shares used a reference price of $35.10 per share, while a separate award of 1,282 shares is recorded at $0.00 per share, consistent with non-cash, equity-based compensation grants rather than market purchases.