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[SCHEDULE 13D/A] Financial Institutions Inc SEC Filing

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A
Rhea-AI Filing Summary

PL Capital Advisors and related parties, together with Black Maple affiliates and family trusts, report beneficial ownership of 1,511,363 shares of Financial Institutions, Inc. (FISI), representing 7.5% of the outstanding common stock based on 20,129,633 shares reported as of July 31, 2025. The Reporting Persons acquired these shares at an aggregate cost of $37,911,308. PL Capital Advisors holds shared voting/dispositive power over 1,491,363 shares; Black Maple-related parties share power over 29,325 shares; several Lashley family trusts and individuals account for the remainder. The filers state they bought the stock because they believed it was undervalued and intend to monitor corporate governance and management, and may assert shareholder rights; they acknowledge this could constitute a control purpose. The filing lists multiple open-market purchases between June 26 and August 13, 2025, with various per-share prices disclosed, and states no margin loans are outstanding secured by the reported shares.

Positive
  • Material disclosed stake: Reporting Persons beneficially own 1,511,363 shares, representing 7.5% of outstanding stock.
  • Transparent acquisition details: The filing provides trade dates and per-share prices for numerous open-market purchases.
  • No margin loans outstanding: The filing states there are currently no margin or other loans outstanding secured by the reported shares.
Negative
  • Potential control purpose: The Reporting Persons state their actions "may be deemed to constitute a 'control purpose,'" which could lead to management or board changes.
  • Concentrated voting arrangements: Shared voting and dispositive power across advisers and family entities creates a coordinated bloc that may alter governance dynamics.

Insights

TL;DR: A coordinated investor group now holds 7.5% of FISI and signals active monitoring; ownership is material and publicly disclosed.

The reported 1,511,363-share stake (7.5%) is large enough to be material for a regional banking holding company and could influence market perception and governance debates. The filing provides clear acquisition costs totaling $37.9 million and detailed trade dates/prices for recent open-market accumulation, which supports transparency on position building. The explicit statement that the shares were purchased because the stock was "undervalued" and that the group will monitor and may assert shareholder rights introduces potential for activist engagement. For investors, the combination of a sizable disclosed stake, managerial involvement from PL Capital principals, and co-investment with Black Maple increases the chance of targeted governance initiatives or proposals affecting strategy or capital allocation.

TL;DR: The Reporting Persons publicly reserve the right to pursue control-related actions and will watch board and management performance.

The Schedule 13D/A explicitly says the Reporting Persons intend to monitor corporate governance and may assert stockholder rights, and further acknowledges that these actions "may be deemed to constitute a 'control purpose.'" That language signals a readiness to engage with the board and management and to pursue changes if deemed necessary. The structure—investment adviser entities, managing members, and family trusts sharing voting power—creates a coordinated voting bloc. While the filing disclaims any current group admission beyond the statement of potential group status, the level of shared voting/dispositive power and the detailed joint filing agreement exhibit indicate organized stewardship of the position. This is material for governance watchers and other shareholders to track.






If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






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SCHEDULE 13D


PL Capital Advisors, LLC
Signature:John W. Palmer
Name/Title:Managing Member
Date:08/14/2025
Signature:Richard J. Lashley
Name/Title:Managing Member
Date:08/14/2025
LASHLEY RICHARD J
Signature:/s/ Richard J. Lashley
Name/Title:/s/ Richard J. Lashley
Date:08/14/2025
PALMER JOHN W
Signature:/s/ John W. Palmer
Name/Title:John W. Palmer
Date:08/14/2025
Black Maple Capital Management LP
Signature:Robert Barnard
Name/Title:Managing Member
Date:08/14/2025
Black Maple Capital Holdings LLC
Signature:Robert Barnard
Name/Title:Managing Member
Date:08/14/2025
Barnard Robert James
Signature:/s/ Robert James Barnard
Name/Title:/s/ Robert James Barnard
Date:08/14/2025
Danielle Morgan Lashley 2010 Trust
Signature:Richard Lashley
Name/Title:Trustee
Date:08/14/2025
Signature:/s/ Danielle Lashley
Name/Title:Danielle Lashley
Date:08/14/2025
Danielle Morgan Lashley
Signature:/s/ Danielle Morgan Lashley
Name/Title:Danielle Morgan Lashley
Date:08/14/2025
Lashley Family 2011 Trust
Signature:/s/ Beth Lashley
Name/Title:Trustee
Date:08/14/2025
Beth Lashley
Signature:/s/ Beth Lashley
Name/Title:Beth Lashley
Date:08/14/2025
Lashley Family 2012 Trust
Signature:/s/ Richard Lashley
Name/Title:Trustee
Date:08/14/2025
Robin Lashley
Signature:/s/ Robin Lashley
Name/Title:Robin Lashley
Date:08/14/2025
Caitlin Anne Lashley 2010 Trust
Signature:/s/ Richard Lashley
Name/Title:Trustee
Date:08/14/2025
Signature:/s/ Caitlin Fanelli
Name/Title:Trustee
Date:08/14/2025
Caitlin Fanelli (nee Lashley)
Signature:/s/ Caitlin Fanelli
Name/Title:Caitlin Fanelli
Date:08/14/2025

FAQ

How many FISI shares do PL Capital and related Reporting Persons own?

They beneficially own 1,511,363 shares, representing 7.5% of FISI based on 20,129,633 outstanding shares as of July 31, 2025.

What did the Reporting Persons pay in total for their FISI holdings?

The aggregate cost reported for the holdings is $37,911,308.

Do the filers intend to influence FISI's management or board?

The filers state they will monitor corporate governance and management and may assert stockholder rights; they acknowledge this could be considered a control purpose.

Were recent open-market purchases disclosed and over what period?

Yes; multiple open-market purchases are disclosed between June 26, 2025 and August 13, 2025, with specific trade dates and per-share prices listed.

Are any of the reported shares pledged or subject to margin loans?

As of the filing date, the Reporting Persons state there are no margin or other loans outstanding secured by the reported Common Stock.

Which entities share voting and dispositive power over the shares?

PL Capital Advisors holds shared voting/dispositive power over 1,491,363 shares; Black Maple-related parties share power over 29,325 shares; various Lashley trusts and individuals account for the balance.
Financial Instns Inc

NASDAQ:FISI

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575.53M
19.60M
2.6%
83.1%
2.14%
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