FISI director receives 391- and 1,282-share grants

Financial Institutions Inc. director David Bovenzi reported stock awards of company common shares.

Rhea-AI Filing Summary

Financial Institutions Inc. director David Bovenzi reported stock awards of company common shares. On May 20, 2026, he acquired 391 shares of common stock at a reference price of $35.10 per share in a transaction classified as a grant or award rather than an open-market purchase.

On the same date, he received an additional 1,282-share grant of common stock at a stated price of $0.00 per share, reflecting compensation-related awards. After these transactions, one line in the filing shows 1,673 shares held directly following the first award, and another shows 1,282 shares held directly following the second award.

Insider Trade Summary

Grant/Award: 1,673 shares

Grant/Award 2 txns

Insider Bovenzi David

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,282	$0.00	$0.00
Grant/Award	Common Stock	391	$35.10	$14K

Holdings After Transaction: Common Stock — 1,673 shares (Direct)

Key Figures

First stock award: 391 shares Reference price first award: $35.10 per share Second stock award: 1,282 shares +3 more

6 metrics

First stock award 391 shares Common Stock grant on May 20, 2026

Reference price first award $35.10 per share Price field for 391-share Common Stock grant

Second stock award 1,282 shares Common Stock grant on May 20, 2026

Stated price second award $0.00 per share Price field for 1,282-share Common Stock grant

Direct holdings after first award 1,673 shares Total shares following 391-share transaction

Direct holdings after second award 1,282 shares Total shares following 1,282-share transaction

Key Terms

Grant, award, or other acquisition, Common Stock, Form 4

3 terms

Grant, award, or other acquisition financial

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

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.

Form 4 regulatory

"INSIDER FILING DATA (Form 4) summary of transactions"

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did FISI director David Bovenzi report?

Director David Bovenzi reported receiving two stock awards of FINANCIAL INSTITUTIONS INC common stock. Both transactions were coded as grants or awards (code A), indicating compensation-related acquisitions rather than open-market buying of shares at prevailing market prices.

How many FISI shares did David Bovenzi acquire in this Form 4?

He acquired 391 shares of common stock at a reference price of $35.10 per share and a separate 1,282-share grant at a stated price of $0.00 per share. Both transactions are categorized as grant, award, or other acquisition events.

Were David Bovenzi’s FISI transactions open-market purchases or awards?

The transactions were awards, not open-market purchases. Both entries carry transaction code A with the description “Grant, award, or other acquisition,” indicating they represent stock-based compensation or similar awards rather than discretionary buying in the open market.

How many FISI shares does the Form 4 show Bovenzi holding after these grants?

One transaction line shows 1,673 common shares held directly following the 391-share award, while the other line shows 1,282 common shares held directly following the 1,282-share grant. The filing presents these as separate post-transaction direct holdings entries.

What does transaction code A mean in the FISI Form 4 filing?

Transaction code A in this Form 4 is described as “Grant, award, or other acquisition.” It signals that the shares were received as part of a compensation or award arrangement, distinguishing these acquisitions from open-market purchases or other types of insider transactions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 05/21/2026 - 04:07 PM EDT Learn about SEC filing dates

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^*

Bovenzi David

(Last) (First) (Middle)

C/O 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	1,282	D
Common Stock	05/20/2026		A		391	A	$35.1	1,673	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 David Bovenzi	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)