FISI (FISI) legal chief reports 13,692 shares and 2,370 RSUs

Rhea-AI Filing Summary

FINANCIAL INSTITUTIONS INC Chief Legal Officer Samuel J. Burruano Jr filed a Form 4 reporting his current equity holdings. As of a transaction date of March 5, 2026, he directly holds 2,370 restricted stock units and 13,692 shares of common stock. Each restricted stock unit represents a contingent right to receive one share of FISI common stock, so the units function as a form of stock-based compensation that may convert into common shares in the future. The filing does not reflect any new reported purchases or sales, but updates the totals of equity awards and stock owned directly by the executive.

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 NY 14569

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2026

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

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

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

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								13,692	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
Restricted Stock Units	(1)							02/23/2029	02/23/2029	Restricted Stock Units	2,370		0	D

Explanation of Responses:

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

	SANDRA L. BYERS By Power of Attorney from Samuel J. Burruano, Jr.	03/06/2026
	** 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.

FAQ

What did FISI Chief Legal Officer Samuel J. Burruano Jr report on this Form 4 for FISI?

He reported his current direct holdings in FINANCIAL INSTITUTIONS INC. The filing lists 2,370 restricted stock units and 13,692 shares of common stock as of March 5, 2026, without showing any explicit new purchases or sales.

How many restricted stock units does the FISI executive hold according to this Form 4?

The Form 4 shows Samuel J. Burruano Jr directly holding 2,370 restricted stock units. A footnote explains that each restricted stock unit represents a contingent right to receive one share of FISI common stock in the future, subject to the award’s terms.

How many FISI common shares does Samuel J. Burruano Jr own after the reported transactions?

After the reported holdings update, he directly owns 13,692 shares of FINANCIAL INSTITUTIONS INC common stock. This number reflects his total direct common share position following the March 5, 2026 reporting event in the Form 4.

Does this FISI Form 4 show insider buying or selling activity by the Chief Legal Officer?

The Form 4 records holdings with an unknown transaction code and does not label any transaction as a buy or sell. It primarily updates the totals of restricted stock units and common shares directly owned by the executive at the reported date.

What does each restricted stock unit represent in this FISI insider filing?

Each restricted stock unit is described as a contingent right to receive one share of FISI common stock. This means the units are equity awards that can convert into actual common shares if specific vesting or other conditions set in the plan are satisfied.

Is the ownership reported in this FISI Form 4 direct or indirect for the executive?

The filing labels the Chief Legal Officer’s holdings as direct ownership. Both the restricted stock units and the 13,692 common shares are reported with a direct ownership code, indicating they are held in his own name rather than through another entity.