Financial Institutions CEO exercises RSUs

FINANCIAL INSTITUTIONS INC President & CEO Martin Kearney Birmingham exercised restricted stock units into common shares.

Rhea-AI Filing Summary

FINANCIAL INSTITUTIONS INC President & CEO Martin Kearney Birmingham exercised restricted stock units into common shares. On March 20, 2026 he converted 10,672 restricted stock units into an equal number of common shares, consistent with the one-for-one RSU terms.

To cover tax obligations, 3,847 common shares were withheld at $30.59 per share, leaving a net increase of 6,825 directly held shares. Following these transactions, he held 137,622 common shares directly, plus 7,500 shares in an IRA and 15,042 shares in a 401(k) plan. No derivative awards remain from this RSU grant.

Insider Trade Summary

10,672 shares exercised/converted

Exercise 5 txns

Insider BIRMINGHAM MARTIN KEARNEY

Role President & CEO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	10,672	$0.00	$0.00
Exercise	Common Stock	10,672	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	3,847	$30.59	$118K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Unit — 0 contracts (Direct); Common Stock — 137,622 shares (Direct); Common Stock — 7,500 shares (Indirect, Held in IRA); Common Stock — 15,042 shares (Indirect, Held in 401K Plan)

Footnotes (2)

1. F1. Each restricted stock unit represents a contingent right to receive one share of FISI common stock.
2. F2. Restricted stock units convert into shares of common stock on a one-for-one basis.

FAQ

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What did FISI CEO Martin Kearney Birmingham report in this Form 4?

He reported exercising 10,672 restricted stock units into common stock. These RSUs convert one-for-one into FISI shares, increasing his direct equity stake in FINANCIAL INSTITUTIONS INC as part of equity-based compensation.

How many FINANCIAL INSTITUTIONS INC (FISI) shares were withheld for taxes?

A total of 3,847 common shares were withheld to satisfy tax obligations at a price of $30.59 per share. This tax-withholding disposition is not an open-market sale, but a mechanism to cover required tax payments.

How many FISI shares does the CEO hold directly after these transactions?

After the RSU exercise and tax withholding, the CEO directly holds 137,622 shares of common stock. This figure reflects his updated direct ownership following the conversion of 10,672 restricted stock units into common shares.

What indirect holdings of FINANCIAL INSTITUTIONS INC stock does the CEO report?

He reports 7,500 common shares held in an IRA and 15,042 shares held in a 401(k) plan. These indirect holdings supplement his direct ownership and are disclosed separately to show total beneficial exposure.

Were any of the CEO’s FINANCIAL INSTITUTIONS INC transactions open-market buys or sells?

No open-market buys or sells are reported. The filing shows an RSU exercise and a tax-withholding share disposition, which are compensation-related and mechanistic rather than discretionary market trades.

Do any restricted stock units remain outstanding for the CEO after this Form 4?

The filing’s derivative section shows no remaining derivative positions from this RSU grant. The 10,672 restricted stock units fully converted into common shares as of March 20, 2026.

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Accepted by SEC EDGAR 03/23/2026 - 04:05 PM 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^*

BIRMINGHAM MARTIN KEARNEY

(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)
	President & CEO

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/20/2026		M		10,672	A	(1)	141,469	D
Common Stock	03/20/2026		F		3,847	D	$30.59	137,622	D
Common Stock								7,500	I	Held in IRA
Common Stock								15,042	I	Held in 401K Plan

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 Unit	(2)	03/20/2026		M			10,672	03/20/2026	03/20/2026	Common Stock	10,672	$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 Martin K. Birminghman	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)