FINANCIAL INSTITUTIONS (FISI) legal chief exercises 2,416 RSUs, 870 shares withheld

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

FINANCIAL INSTITUTIONS INC Chief Legal Officer exercises RSUs and covers taxes with shares. Samuel J. Burruano Jr. exercised 2,416 restricted stock units into 2,416 shares of common stock on March 20, 2026. To cover tax obligations, 870 common shares were withheld at $30.59 per share, leaving him with 15,238 common shares held directly after the transactions. All 2,416 restricted stock units converted into common stock on a one-for-one basis, and no derivative holdings remain from this award.

Insider Trade Summary

2,416 shares exercised/converted

Mixed 3 txns

Insider Burruano Samuel J Jr

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	2,416	$0.00	--
Exercise	Common Stock	2,416	$0.00	--
Tax Withholding	Common Stock	870	$30.59	$27K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 16,108 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^*

Burruano Samuel J Jr

(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 Legal 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		2,416	A	⁽¹⁾	16,108	D
Common Stock	03/20/2026		F		870	D	$30.59	15,238	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 Units	⁽²⁾	03/20/2026		M			2,416	03/20/2026	03/20/2026	Common Stock	2,416	$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 Samuel J. Burruano, Jr.	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 Legal Officer Samuel J. Burruano Jr. report in this Form 4?

He reported exercising 2,416 restricted stock units into common stock and a related tax-withholding share disposition. The transactions occurred on March 20, 2026 and were routine equity compensation events rather than open-market buying or selling activity.

How many FINANCIAL INSTITUTIONS INC (FISI) shares did the insider acquire and dispose?

He acquired 2,416 common shares through the exercise of restricted stock units and had 870 common shares withheld to satisfy tax obligations. The net result was an increase of 1,546 directly held common shares after these compensation-related transactions.

At what price were FISI shares withheld for Samuel J. Burruano Jr.’s taxes?

A total of 870 common shares were withheld at $30.59 per share to cover tax liabilities arising from the restricted stock unit conversion. This F-code disposition reflects tax withholding, not an open-market sale decision by the insider.

How many FISI shares does the insider hold after these Form 4 transactions?

Following the exercise of restricted stock units and related tax withholding, Samuel J. Burruano Jr. directly holds 15,238 shares of FINANCIAL INSTITUTIONS INC common stock. This total reflects his position immediately after all transactions reported in this Form 4.

What happened to the restricted stock units reported in this FISI Form 4 filing?

All 2,416 restricted stock units converted into common stock on a one-for-one basis on March 20, 2026. After this conversion, no shares from this particular restricted stock unit award remain as derivatives outstanding for the reporting person.

Were the FISI transactions open-market buys or sells by the insider?

No open-market buys or sells were reported. The filing shows an M-code exercise of 2,416 restricted stock units into common stock and an F-code disposition of 870 shares for tax withholding, both standard features of equity compensation programs.