FISI CEO updates reported holdings of company stock

Financial Institutions Inc. President & CEO Martin Kearney Birmingham reported his ownership of company securities as of March 5, 2026.

Rhea-AI Filing Summary

Financial Institutions Inc. President & CEO Martin Kearney Birmingham reported his ownership of company securities as of March 5, 2026. He directly holds restricted stock units that each represent a contingent right to receive one share of FISI common stock, with 8,861 restricted stock units shown after the reported holdings update.

He also directly owns 130,797 shares of FISI common stock. In addition, he has indirect ownership of FISI common stock through retirement accounts, including 7,500 shares held in an IRA and 15,042 shares held in a 401(k) plan. The filing lists these positions without identifying them as purchases or sales.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider BIRMINGHAM MARTIN KEARNEY

Role President & CEO

Type	Security	Shares	Price	Value
holding	Restricted Stock Units	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 8,861 contracts (Direct); Common Stock — 130,797 shares (Direct); Common Stock — 7,500 shares (Indirect, Held in IRA); Common Stock — 15,042 shares (Indirect, Held in 401K Plan)

Footnotes (1)

1. F1. Each restricted stock unit represents a contingent right to receive one share of FISI common stock.

FAQ

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

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

He reported his holdings of FISI securities, including restricted stock units and common stock held directly and through retirement accounts. The filing updates share amounts after holdings, not identified as new purchases or sales.

How many restricted stock units does the FISI CEO hold after this filing?

The filing shows 8,861 restricted stock units following the reported holdings. Each restricted stock unit represents a contingent right to receive one share of Financial Institutions Inc. (FISI) common stock, according to the footnote disclosure.

How many FISI common shares does the CEO own directly?

He directly owns 130,797 shares of FISI common stock after the reported holdings. These shares are listed as directly held, separate from additional shares reported through indirect retirement account ownership in an IRA and 401(k) plan.

What indirect holdings of FISI stock does the CEO report?

He reports indirect ownership of 7,500 shares of FISI common stock held in an IRA and 15,042 shares held in a 401(k) plan. These positions are disclosed as indirect holdings associated with retirement accounts.

Does this FISI Form 4 show insider buying or selling activity?

The Form 4 lists updated holdings with an unknown transaction code and does not identify any entries as explicit purchases or sales. It primarily reports the amounts of restricted stock units and common shares owned after the transactions.

What does each restricted stock unit represent for FISI stock?

Each restricted stock unit represents a contingent right to receive one share of FISI common stock. This means the CEO may receive a share for each unit once the applicable vesting or other specified conditions are satisfied.

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

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Accepted by SEC EDGAR 03/06/2026 - 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 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)
	President & CEO

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								130,797	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 Units	(1)							02/23/2029	02/23/2029	Restricted Stock Units	8,861		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 Martin K. Birminghman	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.