[S-8] Financial Institutions Inc Employee Benefit Plan Registration

Rhea-AI Filing Summary

Form 144 filed for AAR Corp. (NYSE:AIR) discloses a planned insider sale.

• Seller: Eric Pachapa (relationship to issuer not specified).
• Securities: 5,000 common shares.
• Broker: Morgan Stanley Smith Barney LLC.
• Approx. sale date: 04 Aug 2025 on the NYSE.
• Aggregate market value: $364,581.50 (≈ $72.92 per share).
• Total shares outstanding: 35,847,589; proposed sale equals about 0.014 % of outstanding stock.
• Origin of shares: vested restricted stock on 31 Jul 2025.
• Past 3-month activity: seller already disposed of 5,748 shares for $450,142.55.

The filer attests to possessing no undisclosed material adverse information.

Insights

Securities Analyst

TL;DR: Small AIR insider sale (0.014 % float); continuation of routine divestitures, limited market impact expected.

The proposed 5,000-share sale, valued at roughly $365k, is immaterial relative to AIR’s 35.8 m shares outstanding. Combined with the recent 5,748-share disposals, the insider will have liquidated ~11,000 shares, still below 0.05 % of float. The shares stem from recent restricted-stock vesting, suggesting ordinary portfolio diversification rather than a signal on fundamentals. No earnings or operational data accompany the filing, and the attestation indicates the insider is unaware of undisclosed negative information. Overall, I view the impact on AIR’s valuation and liquidity as negligible.

Registration No. 333-

As filed with the Securities and Exchange Commission on August 4, 2025

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Financial Institutions, Inc.

(Exact Name of Registrant as Specified in its Charter)

New York		16-0816610
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

220 Liberty Street

Warsaw, New York 14569

(Address of Principal Executive Offices)

Financial Institutions, Inc. Second Amended and Restated 2015 Long-Term Incentive Plan

(Full Title of the Plan)

Copies to:

Samuel J. Burruano, Jr.		Benjamin M. Azoff, Esq.
Executive Vice President, Chief Legal Officer and		Brendan M. Saxon, Esq.
Corporate Secretary		Luse Gorman, PC
Financial Institutions, Inc.		5335 Wisconsin Ave., N.W., Suite 780
220 Liberty Street		Washington, DC 20015-2035
Warsaw, New York 14569		(202) 274-2000
(585) 786-1100
(Name, Address and Telephone
Number of Agent for Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ¨	Accelerated filer x
Non-accelerated filer ¨	Smaller reporting company ¨
Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

REGISTRATION OF ADDITIONAL SHARES

Financial Institutions, Inc. (the “Company”) is filing this Registration Statement pursuant to General Instruction E on Form S-8 with the Securities and Exchange Commission (the “Commission”) to register an additional 400,000 shares of its common stock, $0.01 par value per share, under the Financial Institutions, Inc. Second Amended and Restated 2015 Long-Term Incentive Plan (the “Plan”) which further amended and restated the Financial Institutions, Inc. Amended and Restated 2015 Long-Term Incentive Plan to (a) to increase the number of shares of common stock reserved for issuance under the Plan by 400,000, (b) extend the term of the Plan until May 28, 2035, and (c) to combine the limit of equity-based awards (based on grant date fair value) and the limit of cash-based awards and other fees payable to directors in any given calendar year to $300,000 for incumbent directors, and increase the combined limit to $500,000 for the chairman of the board and for new non-employee directors during their first year of service. Such additional shares are of the same class as other securities for which registration statements relating to the Plan have previously been filed and are effective.

Pursuant to General Instruction E of Form S-8 regarding Registration of Additional Securities, the contents of the Registration Statements on Form S-8 previously filed with the Commission on May 26, 2015 (File No. 333-204446) and on October 29, 2021 (File No. 333-260592) are hereby incorporated by reference in this Registration Statement.

PART II.

Item 8. Exhibits.

Regulation S-K Exhibit Number		Document
4.1		Amended and Restated Certificate of Incorporation of the Company is incorporated herein by reference to Exhibit 3.1, 3.2 and 3.3 to our Annual Report on Form 10-K for the year ended December 31, 2008, filed with the Commission on March 12, 2009 (File No. 000-26481)
4.2		Amended and Restated Bylaws of the Company are incorporated herein by reference to Exhibit 3.1 to our Form 8-K filed with the Commission on June 25, 2019 (File No. 000-26481)
5.1		Opinion of Luse Gorman, PC*
10.1		Second Amended and Restated 2015 Long-Term Incentive Plan is incorporated herein by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed with the Commission on August 4, 2025 (File No. 000-26481)
23.1		Consent of Luse Gorman, PC (included in Exhibit 5.1)*
23.2		Consent of Independent Registered Public Accounting Firm*
24.1		Power of Attorney (contained on signature page)*
107		Filing Fee Table*

*Filed herewith.

2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Warsaw, State of New York, on the 4th day of August, 2025.

		FINANCIAL INSTITUTIONS, INC.
	By:	/s/ Martin K. Birmingham
		Martin K. Birmingham
		President and Chief Executive Officer
		(Duly Authorized Representative)

POWER OF ATTORNEY

We, the undersigned directors and officers of Financial Institutions, Inc. (the “Company”) hereby severally constitute and appoint Martin K. Birmingham and W. Jack Plants, II, and each of them, as our true and lawful attorneys and agents, to do any and all things in our names in the capacities indicated below which said Martin K. Birmingham and W. Jack Plants, II, may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the registration of shares of common stock to be issued under the Financial Institutions, Inc. Second Amended and Restated 2015 Long-Term Incentive Plan, including specifically, but not limited to, power and authority to sign for us in our names in the capacities indicated below the registration statement and any and all amendments (including post-effective amendments) thereto; and we hereby approve, ratify and confirm all that said Martin K. Birmingham and W. Jack Plants, II, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the date indicated.

Signatures		Title		Date
/s/ Martin K. Birmingham		Director, President and Chief Executive Officer		August 4, 2025
Martin K. Birmingham		(Principal Executive Officer)
/s/ W. Jack Plants, II		Executive Vice President, Chief Financial		August 4, 2025
W. Jack Plants, II		Officer and Treasurer (Principal Financial Officer)
/s/ Sandra L. Byers		Senior Vice President and Controller		August 4, 2025
Sandra L. Byers		(Principal Accounting Officer)
/s/ Donald K. Boswell		Director		August 4, 2025
Donald K. Boswell

Signatures		Title		Date
/s/ Dawn H. Burlew		Director		August 4, 2025
Dawn H. Burlew
/s/ Andrew W. Dorn, Jr.		Director		August 4, 2025
Andrew W. Dorn, Jr.
/s/ Robert M. Glaser		Director		August 4, 2025
Robert M. Glaser
/s/ Bruce W. Harting		Director		August 4, 2025
Bruce W. Harting
/s/ Susan R. Holliday		Director, Chair		August 4, 2025
Susan R. Holliday
/s/ Robert N. Latella		Director		August 4, 2025
Robert N. Latella
/s/ Angela J. Panzarella		Director		August 4, 2025
Angela J. Panzarella
/s/ Robert L. Schrader		Director		August 4, 2025
Robert L. Schrader
/s/ Kim E. VanGelder		Director		August 4, 2025
Kim E. VanGelder
/s/ Mark A. Zupan		Director		August 4, 2025
Mark A. Zupan