Director Mark Zupan receives 1,282-share grant at Financial Institutions (FISI)

Rhea-AI Filing Summary

FINANCIAL INSTITUTIONS INC director Mark Zupan received a grant of 1,282 shares of common stock. The shares were awarded at no cash cost, classified as a grant or award acquisition. Following this transaction, he directly holds a total of 15,301 common shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Zupan Mark

Role null

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

Holdings After Transaction: Common Stock — 15,301 shares (Direct, null)

Footnotes (1)

Key Figures

Shares granted: 1,282 shares Grant price: $0.0000 per share Shares owned after: 15,301 shares +1 more

4 metrics

Shares granted 1,282 shares Common stock award on May 20, 2026

Grant price $0.0000 per share Indicates no cash paid for award

Shares owned after 15,301 shares Director’s direct holdings following grant

Transaction code A Grant, award, or other acquisition

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 the reported transaction"

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)"

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^*

Zupan Mark

(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	15,301	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 Mark A. Zupan	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 FINANCIAL INSTITUTIONS INC (FISI) report for Mark Zupan?

FINANCIAL INSTITUTIONS INC reported that director Mark Zupan received a grant of 1,282 shares of common stock. The transaction is coded as an award acquisition, reflecting a compensation-related share grant rather than an open-market purchase or sale.

How many FINANCIAL INSTITUTIONS INC (FISI) shares does Mark Zupan hold after this Form 4?

After the reported grant, director Mark Zupan directly holds 15,301 shares of FINANCIAL INSTITUTIONS INC common stock. This total includes the newly awarded 1,282 shares and represents his direct ownership position following the transaction dated May 20, 2026.

What does transaction code "A" mean in the FINANCIAL INSTITUTIONS INC (FISI) Form 4?

Transaction code "A" on this Form 4 indicates a grant, award, or other acquisition of shares. For FINANCIAL INSTITUTIONS INC, it shows director Mark Zupan received 1,282 common shares as a compensation-related award, not through an open-market purchase.

Was cash paid for the 1,282-share grant to FINANCIAL INSTITUTIONS INC (FISI) director Mark Zupan?

No cash was paid for this award, as the transaction price per share is listed as 0.0000. This confirms that the 1,282 FINANCIAL INSTITUTIONS INC common shares were provided as a grant or award, consistent with typical equity-based director compensation.

Is the Mark Zupan transaction in FINANCIAL INSTITUTIONS INC (FISI) stock a buy or a grant?

The transaction is a grant, not a market buy. The Form 4 classifies it as a "grant, award, or other acquisition" of 1,282 FINANCIAL INSTITUTIONS INC common shares, with no purchase price, reflecting equity compensation rather than an open-market investment.