Director Angela J. Panzarella (FISI) granted 2,207 common shares

Rhea-AI Filing Summary

FINANCIAL INSTITUTIONS INC director Angela J. Panzarella reported receiving additional common stock through equity grants. On May 20, 2026, she was awarded 925 shares of Common Stock at $35.10 per share and 1,282 shares at $0.00 per share, reflecting non-derivative "Grant, award, or other acquisition" transactions rather than open-market purchases or sales.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider PANZARELLA ANGELA J

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,282	$0.00	--
Grant/Award	Common Stock	925	$35.10	$32K

Holdings After Transaction: Common Stock — 5,932 shares (Direct, null)

Footnotes (1)

Key Figures

Grant 1 shares: 925 shares Grant 1 price: $35.10 per share Grant 2 shares: 1,282 shares +4 more

7 metrics

Grant 1 shares 925 shares Non-derivative grant on May 20, 2026

Grant 1 price $35.10 per share Recorded price for 925-share award

Grant 2 shares 1,282 shares Non-derivative grant on May 20, 2026

Grant 2 price $0.00 per share Recorded price for 1,282-share award

Total shares granted 2,207 shares Sum of both May 20, 2026 grants

Shares after transaction 1 6,857 shares Direct holdings following first grant entry

Shares after transaction 2 5,932 shares Direct holdings following second grant entry

Key Terms

Common Stock, non-derivative, Grant, award, or other acquisition

3 terms

Common Stock financial

"security_title: "Common Stock""

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.

non-derivative financial

"transaction_type: "non-derivative""

Grant, award, or other acquisition financial

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

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^*

PANZARELLA ANGELA J

(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	5,932	D
Common Stock	05/20/2026		A		925	A	$35.1	6,857	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 Angela J. Panzarella	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 did Angela J. Panzarella report in this FISI Form 4 filing?

Angela J. Panzarella reported receiving additional FINANCIAL INSTITUTIONS INC common shares. The Form 4 lists two non-derivative transactions coded as “Grant, award, or other acquisition,” indicating new stock awards rather than market trades in FISI shares.

How many FISI shares did Angela J. Panzarella receive in total?

She received a total of 2,207 FISI common shares. This consists of one 925-share award and another 1,282-share award, both reported as non-derivative grants on May 20, 2026, increasing her direct equity exposure to the company.

Were Angela J. Panzarella’s FISI transactions open-market buys or stock grants?

They were stock grants, not open-market purchases. Both transactions use code “A” with the description “Grant, award, or other acquisition,” signaling awards of FISI Common Stock rather than discretionary buying on the public market.

At what price were Angela J. Panzarella’s new FISI shares recorded?

One block of 925 shares was recorded at $35.10 per share, while 1,282 shares were recorded at $0.00 per share. The zero-price entry is typical for stock awards that do not involve cash paid by the director.

What type of security did Angela J. Panzarella acquire in this Form 4 for FISI?

She acquired FINANCIAL INSTITUTIONS INC Common Stock through non-derivative transactions. Both reported entries list the security title as “Common Stock,” reflecting direct ownership rather than options or other derivative instruments.