FISI / Financial Institutions, Inc. - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

Financial Institutions, Inc.
US ˙ NasdaqGS ˙ US3175854047

Statistik Asas
CIK 862831
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Financial Institutions, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan senarai kronologi lengkap bagi Pemfailan SEC, tidak termasuk pemfailan pemilikan yang kami sediakan di tempat lain.
August 25, 2025 8-K

FORM 8-K Item 7.01 Regulation FD Disclosure. Item 9.01 Financial Statements and Exhibits.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 25, 2025 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commiss

August 25, 2025 EX-99.1

Financial Institutions, Inc. Announces Quarterly Cash Dividend

Financial Institutions, Inc. Announces Quarterly Cash Dividend WARSAW, N.Y., August 25, 2025 — Financial Institutions, Inc. (Nasdaq: FISI) (the “Company”), parent company of Five Star Bank and Courier Capital, LLC, announced today that its Board of Directors has approved a quarterly cash dividend of $0.31 per outstanding common share. The Company also announced dividends of $0.75 per share on its

August 4, 2025 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Financial Institutions, Inc.

August 4, 2025 EX-10.1

Exhibit 10.1

FINANCIAL INSTITUTIONS, INC. SECOND amended and restated 2015 LONG-TERM INCENTIVE PLAN Financial Institutions, Inc. (the “Company”) hereby amends and restates the Financial Institutions, Inc. 2015 Long-Term Incentive Plan (the “Original Plan”), as amended and restated by the Financial Institutions, Inc. Amended and Restated 2015 Long-Term Incentive Plan (the “A&R Plan”) with this Financial Institu

August 4, 2025 S-8

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 THE SECURITIES ACT OF 1933 Financial Institutions, Inc. (Exact Name of Regi

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.

August 4, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

July 24, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2025 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commissio

July 24, 2025 EX-99.1

FINANCIAL INSTITUTIONS, INC. ANNOUNCES SECOND QUARTER 2025 RESULTS

Exhibit 99.1 FINANCIAL INSTITUTIONS, INC. ANNOUNCES SECOND QUARTER 2025 RESULTS WARSAW, N.Y., July 24, 2025 – Financial Institutions, Inc. (NASDAQ: FISI) (the "Company," "we" or "us"), parent company of Five Star Bank (the "Bank") and Courier Capital, LLC ("Courier Capital"), today reported financial and operational results for the second quarter ended June 30, 2025. The Company reported net incom

June 18, 2025 11-K

11-K

UNITED STATES Securities and Exchange Commission Washington, D.C. 20549 Form 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-26481 A. Full title of the plan and the address of the plan, if different

May 29, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2025 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commission

May 28, 2025 EX-99.1

Financial Institutions, Inc. Announces Quarterly Cash Dividend

Financial Institutions, Inc. Announces Quarterly Cash Dividend WARSAW, N.Y., May 28, 2025 — Financial Institutions, Inc. (Nasdaq: FISI) (the “Company”), parent company of Five Star Bank and Courier Capital, LLC, announced today that its Board of Directors has approved a quarterly cash dividend of $0.31 per outstanding common share. The Company also announced dividends of $0.75 per share on its Ser

May 28, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2025 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commission

May 5, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

April 28, 2025 EX-99.1

FINANCIAL INSTITUTIONS, INC. ANNOUNCES FIRST QUARTER 2025 RESULTS

Exhibit 99.1 FINANCIAL INSTITUTIONS, INC. ANNOUNCES FIRST QUARTER 2025 RESULTS WARSAW, N.Y., April 28, 2025 – Financial Institutions, Inc. (NASDAQ: FISI) (the "Company," "we" or "us"), parent company of Five Star Bank (the "Bank") and Courier Capital, LLC ("Courier Capital"), today reported financial and operational results for the first quarter ended March 31, 2025. The Company reported net incom

April 28, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2025 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commissi

April 14, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒       Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy

April 14, 2025 DEF 14A

PROPOSAL 1. ELECTION OF DIRECTORS PROPOSAL 2. ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS EXECUTIVE COMPENSATION PAY VERSUS PERFORMANCE PROPOSAL 3. APPROVE THE SECOND AMENDED AND RESTATED 2015 LONG-TERM INCENTIVE PLAN PR

Table of Contents Table of Contents FROM OUR INDEPENDENT BOARD CHAIR FELLOW SHAREHOLDERS: On behalf of the Board of Directors of Financial Institutions, Inc.

March 12, 2025 EX-21

Subsidiaries of Financial Institutions, Inc.

Exhibit 21 SUBSIDIARIES OF REGISTRANT State or Jurisdiction of Incorporation or Organization Financial Institutions, Inc. Subsidiaries: Five Star Bank New York Courier Capital, LLC New York Five Star Advisors LLC New York Five Star Bank Subsidiaries: Five Star REIT, Inc. New York FSB Mid-Atlantic, LLC Virginia

March 12, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-264

March 12, 2025 EX-19

Insider Trading Policy

Exhibit 19 Insider Trading Policy Policy Owner Controller Policy Reviewer Chief Financial Officer Disclosure Committee Policy Approver Audit Committee Board of Directors Policy Review Frequency Annually, unless change management warrants an earlier update Date of Last Review/Update September 30, 2024 Policy Effective Date October 31, 2024 1 1 Table of Contents Table of Contents 1 1.

March 10, 2025 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 07, 2025 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commissi

March 10, 2025 EX-10.1

Class Action Settlement Agreement and Release dated March 7, 2025

MATTHEW L. CHIPEGO, CHARLENE K. MOWREY, Kimberly Catalano-Pike, executrix of the Estate of Constance C. Churchill, DECEASED, JOSEPH W. EWING, individually and on behalf of themselves and all other similarly situated Plaintiffs v. FIVE STAR BANK and FINANCIAL INSTITUTIONS, INC. Defendants COURT OF COMMON PLEAS PHILADELPHIA COUNTY CIVIL ACTION MAY TERM, 2017 NO. 002466 CLASS ACTION SETTLEMENT AGREEM

March 10, 2025 EX-99.1

Financial Institutions, Inc. Settles Auto Lending Litigation

Financial Institutions, Inc. Settles Auto Lending Litigation WARSAW, N.Y., March 10, 2025 — Financial Institutions, Inc. (NASDAQ: FISI) (the “Company”), parent company of Five Star Bank (the “Bank”), announced that it has settled civil litigation in connection with the Bank’s auto loan notification process. The legal action, which had been pending in Pennsylvania state court since 2017, related to

March 10, 2025 8-K/A

Regulation FD Disclosure, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 31, 2024 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Com

March 6, 2025 EX-99.1

Five Star Bank Appoints Eric Marks Chief Consumer Banking Officer Mr. Marks brings nearly 20 years of banking experience to the more than $6-billion-asset community bank serving Western and Central New York

Five Star Bank Appoints Eric Marks Chief Consumer Banking Officer Mr. Marks brings nearly 20 years of banking experience to the more than $6-billion-asset community bank serving Western and Central New York WARSAW, N.Y. – March 6, 2025– Financial Institutions, Inc. (NASDAQ: FISI), parent company of Five Star Bank (“Five Star” or the “Bank”) and Courier Capital, LLC, announced that Eric W. Marks ha

March 6, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 04, 2025 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commissi

March 6, 2025 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 06, 2025 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commissi

February 13, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2025 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commi

February 13, 2025 EX-99.1

Financial Institutions, Inc. Announces 3.3% Increase in Common Stock Dividend

Financial Institutions, Inc. Announces 3.3% Increase in Common Stock Dividend WARSAW, N.Y., February 13, 2025 — Financial Institutions, Inc. (NASDAQ: FISI) (the “Company”), parent company of Five Star Bank and Courier Capital, LLC, announced that on February 12, 2025, its Board of Directors approved a quarterly cash dividend of $0.31 per outstanding common share, an increase of $0.01, or 3.3%, fro

February 5, 2025 EX-99

EX-99

EX-99 3 ITEM7.txt EXHIBIT 99: ITEM 7 BlackRock Advisors, LLC Aperio Group, LLC BlackRock Asset Management Canada Limited BlackRock Fund Advisors BlackRock Institutional Trust Company, National Association BlackRock Financial Management, Inc. BlackRock Investment Management, LLC *Entity beneficially owns 5% or greater of the outstanding shares of the security class being reported on this Schedule 1

January 30, 2025 EX-99.1

FINANCIAL INSTITUTIONS, INC. ANNOUNCES FOURTH QUARTER AND FULL YEAR 2024 RESULTS

Exhibit 99.1 FINANCIAL INSTITUTIONS, INC. ANNOUNCES FOURTH QUARTER AND FULL YEAR 2024 RESULTS WARSAW, N.Y., January 30, 2025 – Financial Institutions, Inc. (NASDAQ: FISI) (the "Company," "we" or "us"), parent company of Five Star Bank (the "Bank") and Courier Capital, LLC ("Courier Capital"), today reported financial and operational results for the fourth quarter and year ended December 31, 2024.

January 30, 2025 SCHEDULE 13G/A

FISI / Financial Institutions, Inc. / VANGUARD GROUP INC Passive Investment

SCHEDULE 13G/A 0000102909 XXXXXXXX LIVE 2 Common Stock 12/31/2024 0000862831 Financial Institutions Inc 317585404 220 Liberty Street Warsaw NY 14569 Rule 13d-1(b) The Vanguard Group b PA 0 6640 912998 12287 925285 4.

January 30, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 31, 2024 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commi

January 27, 2025 EX-99.1

Financial Institutions, Inc. Appoints Angela J. Panzarella to Board of Directors

Financial Institutions, Inc. Appoints Angela J. Panzarella to Board of Directors WARSAW, N.Y. – January 27, 2025 – Financial Institutions, Inc. (NASDAQ: FISI) (the “Company”), the parent company of Five Star Bank (the “Bank”) and Courier Capital, LLC, today announced the appointment of Angela J. Panzarella as a new independent member of the Boards of Directors of both the Company and the Bank, on

January 27, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2025 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commis

December 12, 2024 EX-99.1

Financial Institutions, Inc. Announces Launch of Common Stock Offering

Exhibit 99.1 Financial Institutions, Inc. Announces Launch of Common Stock Offering WARSAW, NY (December 11, 2024) – Financial Institutions, Inc. (Nasdaq: FISI) (the “Company”), parent company of Five Star Bank and Courier Capital, LLC, announced today that it has launched an underwritten public offering of shares of its common stock. The Company intends to grant the underwriters a 30-day option t

December 12, 2024 EX-1.1

Underwriting Agreement, dated December 11, 2024, by and between Financial Institutions, Inc., and Keefe, Bruyette & Woods, Inc., as representative of the several underwriters named therein.

Exhibit 1.1 4,000,000 Shares Financial Institutions, Inc. UNDERWRITING AGREEMENT December 11, 2024 KEEFE, BRUYETTE & WOODS, INC. As Representative of the several  Underwriters listed in Schedule I hereto c/o Keefe, Bruyette & Woods, Inc. 787 Seventh Avenue 4th Floor New York, New York 10019 Ladies and Gentlemen: Financial Institutions, Inc., a New York corporation (the “Company”), proposes to issu

December 12, 2024 424B5

4,000,000 Shares Common Stock

Table of Contents Filed pursuant to Rule 424(b)(5) Registration Statement No. 333-283475 PROSPECTUS SUPPLEMENT (To Prospectus Dated December 4, 2024) 4,000,000 Shares Common Stock We are offering 4,000,000 shares of our common stock, par value $0.01 per share. Our common stock is listed on the Nasdaq Global Select Market, or Nasdaq, under the symbol “FISI.” The last reported closing price of our c

December 12, 2024 8-K

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2024 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commi

December 12, 2024 EX-99.2

Financial Institutions, Inc. Announces Pricing of Common Stock Offering

Exhibit 99.2 Financial Institutions, Inc. Announces Pricing of Common Stock Offering WARSAW, NY (December 11, 2024) – Financial Institutions, Inc. (Nasdaq: FISI) (the “Company”), parent company of Five Star Bank and Courier Capital, LLC, today announced the pricing of its previously announced underwritten public offering of 4,000,000 shares of its common stock at a public offering price of $25.00

December 11, 2024 FWP

Introduction Common Stock Offering Summary Issuer Financial Institutions, Inc. Exchange / Ticker Nasdaq / FISI Base Offering Size $85 million (100% Primary) Overallotment 15% (100% Primary) Use of Proceeds General corporate purposes which may include

Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated December 11, 2024 Relating to Preliminary Prospectus Supplement dated December 11, 2024 and Prospectus dated December 4, 2024 Registration No.

December 11, 2024 424B5

SUBJECT TO COMPLETION, DATED DECEMBER 11, 2024

Table of Contents Filed pursuant to Rule 424(b)(5) Registration Statement No. 333-283475 This preliminary prospectus supplement and the accompanying prospectus are part of an effective registration statement filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and the information in this preliminary prospectus supplement is not complete and may be changed

December 2, 2024 CORRESP

FINANCIAL INSTITUTIONS, INC. 220 Liberty Street Warsaw, New York 14569

FINANCIAL INSTITUTIONS, INC. 220 Liberty Street Warsaw, New York 14569 December 2, 2024 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Financial Institutions, Inc.   Registration Statement on Form S-3 (Registration No. 333-283475)   Request for Acceleration of Effectiveness              Ladies and Gentlemen: Financial Institutions, Inc., a New York corpo

November 26, 2024 EX-4.2

Form of Subordinated Indenture

Exhibit 4.2 FINANCIAL INSTITUTIONS, INC. Issuer and [] Trustee INDENTURE Dated as of [], 20[] SUBORDINATED DEBT SECURITIES FINANCIAL INSTITUTIONS, INC. CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318, INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939: Trust Indenture Act Section Indenture Section §301(a)(1) 609 (a)(2) 609 (a)(3) Not Applicable (a)(4) Not Applicable (b) 608; 610

November 26, 2024 S-3

As filed with the Securities and Exchange Commission on November 26, 2024

Table of Contents As filed with the Securities and Exchange Commission on November 26, 2024 Registration No.

November 26, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Financial institutions, Inc.

November 26, 2024 EX-4.3

Form of Indenture for Senior Debt Securities

Exhibit 4.3 FINANCIAL INSTITUTIONS, INC. Issuer and [] Trustee INDENTURE Dated as of [], 20[] SENIOR DEBT SECURITIES FINANCIAL INSTITUTIONS, INC. CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318, INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939: Trust Indenture Act Section Indenture Section §301(a)(1) 609 (a)(2) 609 (a)(3) Not Applicable (a)(4) Not Applicable (b) 608; 610 §311(

November 20, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 20, 2024 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commi

November 20, 2024 EX-99.1

Financial Institutions, Inc. Announces Quarterly Cash Dividend

Financial Institutions, Inc. Announces Quarterly Cash Dividend WARSAW, N.Y., November 20, 2024 — Financial Institutions, Inc. (NASDAQ: FISI) (the “Company”), parent company of Five Star Bank and Courier Capital, LLC, announced today that its Board of Directors has approved a quarterly cash dividend of $0.30 per outstanding common share. The Company also announced dividends of $0.75 per share on it

November 4, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

October 24, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2024 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Comm

October 24, 2024 EX-99.1

FINANCIAL INSTITUTIONS, INC. ANNOUNCES THIRD QUARTER 2024 FINANCIAL RESULTS

Exhibit 99.1 FINANCIAL INSTITUTIONS, INC. ANNOUNCES THIRD QUARTER 2024 FINANCIAL RESULTS WARSAW, N.Y., October 24, 2024 – Financial Institutions, Inc. (NASDAQ: FISI) (the "Company," "we" or "us"), parent company of Five Star Bank (the "Bank") and Courier Capital, LLC ("Courier Capital"), today reported financial and operational results for the third quarter ended September 30, 2024. Net income was

September 16, 2024 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 16, 2024 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Comm

September 16, 2024 EX-99.1

Financial Institutions, Inc. Announces Intent to Begin Winding Down BaaS, Reflecting Strategic Focus on Core Franchise The parent company of Five Star Bank plans to initiate an orderly wind down process for its Banking-as-a-Service offerings, which a

Financial Institutions, Inc. Announces Intent to Begin Winding Down BaaS, Reflecting Strategic Focus on Core Franchise The parent company of Five Star Bank plans to initiate an orderly wind down process for its Banking-as-a-Service offerings, which as of June 30, 2024 represented about 2% of deposits and under 1% of loans WARSAW, N.Y., September 16, 2024 – Financial Institutions, Inc. (NASDAQ: FIS

August 19, 2024 EX-99.1

Financial Institutions, Inc. Announces Quarterly Cash Dividend

Financial Institutions, Inc. Announces Quarterly Cash Dividend WARSAW, N.Y., August 19, 2024 — Financial Institutions, Inc. (NASDAQ: FISI) (the “Company”), parent company of Five Star Bank and Courier Capital, LLC, announced today that its Board of Directors has approved a quarterly cash dividend of $0.30 per outstanding common share. The Company also announced dividends of $0.75 per share on its

August 19, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2024 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commiss

August 5, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

July 25, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2024 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commissio

July 25, 2024 EX-99.1

FINANCIAL INSTITUTIONS, INC. ANNOUNCES SECOND QUARTER 2024 FINANCIAL RESULTS

Exhibit 99.1 FINANCIAL INSTITUTIONS, INC. ANNOUNCES SECOND QUARTER 2024 FINANCIAL RESULTS WARSAW, N.Y., July 25, 2024 – Financial Institutions, Inc. (NASDAQ: FISI) (the "Company," "we" or "us"), parent company of Five Star Bank (the "Bank") and Courier Capital, LLC ("Courier Capital"), today reported financial and operational results for the second quarter ended June 30, 2024. Net income was $25.6

June 25, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 19, 2024 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commissio

June 21, 2024 11-K

UNITED STATES Securities and Exchange Commission Washington, D.C. 20549 Form 11-K

UNITED STATES Securities and Exchange Commission Washington, D.C. 20549 Form 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-26481 A. Full title of the plan and the address of the plan, if different

June 18, 2024 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 18, 2024 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commissio

June 6, 2024 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 05, 2024 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commissio

May 22, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2024 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commission

May 22, 2024 EX-99.1

Financial Institutions, Inc. Announces Quarterly Cash Dividend

Financial Institutions, Inc. Announces Quarterly Cash Dividend WARSAW, N.Y., May 22, 2024 — Financial Institutions, Inc. (NASDAQ: FISI) (the “Company”), parent company of Five Star Bank and Courier Capital, LLC, announced today that its Board of Directors has approved a quarterly cash dividend of $0.30 per outstanding common share. The Company also announced dividends of $0.75 per share on its Ser

May 6, 2024 EX-10.3

Form of Restricted Stock Unit Award Agreement Pursuant to the Financial Institutions, Inc. Amended and Restated 2015 Long-Term Incentive Plan

Exhibit 10.3 2024 RESTRICTED STOCK UNIT AWARD AGREEMENT Pursuant to the FINANCIAL INSTITUTIONS, INC. AMENDED AND RESTATED 2015 LONG-TERM INCENTIVE PLAN Name of Participant: [[FIRSTNAME]] [[LASTNAME]] Date of Grant: Award Number: [[GRANTDATE]] [[GRANTNUMBER]] Number of Restricted Stock Units: [[SHARESGRANTED]] Vested Restricted Stock Units and Vesting Schedule: The Number of Restricted Stock Units

May 6, 2024 EX-10.1

Financial Institutions, Inc. – Executive Incentive Plan, effective January 1, 2024

Exhibit 10.1 FINANCIAL INSTITUTIONS, INC. EXECUTIVE INCENTIVE PLAN Section 1. Establishment of Plan. Financial Institutions, Inc. (the "Company") intends to provide annual cash incentive award opportunities for eligible executives of the Company and its Subsidiaries (defined below) through the use of this Financial Institutions, Inc. Executive Incentive Plan (the "Plan"). The objective of the Plan

May 6, 2024 EX-10.2

Financial Institutions, Inc. – Management Incentive Plan, effective January 1, 2024

Exhibit 10.2 FINANCIAL INSTITUTIONS, INC. MANAGEMENT INCENTIVE PLAN Section 1. Establishment of Plan. Financial Institutions, Inc. (the "Company") intends to provide annual cash incentive award opportunities for eligible employees of the Company and its Subsidiaries (defined below) through the use of this Financial Institutions, Inc. Management Incentive Plan (the "Plan"). The objective of the Pla

May 6, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

May 6, 2024 EX-10.4

Form of Performance Stock Unit Award Agreement Pursuant to the Financial Institutions, Inc. Amended and Restated 2015 Long-Term Incentive Plan

Exhibit 10.4 2024 PERFORMANCE STOCK UNIT AWARD AGREEMENT Pursuant to the AMENDED AND RESTATED FINANCIAL INSTITUTIONS, INC. 2015 LONG-TERM INCENTIVE PLAN Name of Participant: [[FIRSTNAME]] [[LASTNAME]] Date of Grant: [[GRANTDATE]] Award Number: Number of Performance Stock Units: Performance Goal: [[GRANTNUMBER]] [[SHARESGRANTED]] [[GRANTCODE1]] Service Period: The three-year period beginning on Mar

April 25, 2024 EX-99.1

FINANCIAL INSTITUTIONS, INC. ANNOUNCES FIRST QUARTER 2024 RESULTS

Exhibit 99.1 FINANCIAL INSTITUTIONS, INC. ANNOUNCES FIRST QUARTER 2024 RESULTS WARSAW, N.Y., April 25, 2024 – Financial Institutions, Inc. (NASDAQ: FISI) (the "Company," "we" or "us"), parent company of Five Star Bank (the "Bank") and Courier Capital, LLC ("Courier Capital"), today reported financial and operational results for the first quarter ended March 31, 2024. Net income was $2.1 million in

April 25, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2024 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commissi

April 12, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒       Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for

April 12, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒       Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for

April 1, 2024 EX-2.1

Asset Purchase Agreement dated April 1, 2024, among NFP Property & Casualty Services, Inc., SDN Insurance Agency, LLC and Financial Institutions, Inc.

Exhibit 2.1 EXECUTION VERSION ASSET PURCHASE AGREEMENT AMONG NFP PROPERTY & CASUALTY SERVICES, INC., SDN INSURANCE AGENCY, LLC AND FINANCIAL INSTITUTIONS, INC. April 1, 2024 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this “Agreement”) is made and entered into as of April 1, 2024, by and among NFP PROPERTY & CASUALTY SERVICES, INC., a New York corporation (the “Buyer”), SDN INSURANCE A

April 1, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 01, 2024 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commissi

April 1, 2024 EX-99.1

Financial Institutions, Inc. Announces Sale of the Assets of SDN Insurance Agency to NFP

Exhibit 99.1 Financial Institutions, Inc. Announces Sale of the Assets of SDN Insurance Agency to NFP • $27.0 million all cash transaction, representing ~4.0x 2023 insurance income, supports Financial Institutions, Inc.’s earnings and capital position and allows for reinvestment to support its core banking franchise • Transaction eliminates $11.3 million of goodwill and other intangible assets and

March 27, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2024 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commissi

March 14, 2024 EX-99.1

Financial Institutions, Inc. Announces 2024 Annual Meeting Date

Financial Institutions, Inc. Announces 2024 Annual Meeting Date WARSAW, N.Y. – March 14, 2024 – Financial Institutions, Inc. (NASDAQ: FISI) (the “Company”), the parent company of Five Star Bank (the “Bank”), SDN Insurance Agency, LLC and Courier Capital, LLC, today announced that Wednesday, June 5, has been established as the date of its 2024 Annual Meeting of Shareholders. The meeting will be hel

March 14, 2024 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2024 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commissi

March 13, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-264

March 13, 2024 EX-10.14

Severance Agreement and Release of All Claims, by and between Financial Institutions, Inc. and Justin K. Bigham

Exhibit 10.14 SEVERANCE AGREEMENT AND RELEASE OF ALL CLAIMS This SEVERANCE AGREEMENT AND RELEASE OF ALL CLAIMS (“Agreement”) is made and entered into between Justin K. Bigham (“Employee”) and Five Star Bank (“Employer”), a company with its principal office at 220 Liberty Street, Warsaw, New York 14569 (collectively, “Parties” and each individually “Party”) as of the Effective Date (as defined belo

March 13, 2024 EX-97

Policy Relating to Recovery of Erroneously Awarded Compensation

Exhibit 97 FINANCIAL INSTITUTIONS, INC. CLAWBACK POLICY The Board of Directors (the “Board”) of Financial Institutions, Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to adopt this Clawback Policy (this “Policy”), which provides for the recovery of certain incentive compensation in the event of an accounting restatement. The Company has adopted t

March 13, 2024 EX-21

Subsidiaries of Financial Institutions, Inc.

Exhibit 21 SUBSIDIARIES OF REGISTRANT State or Jurisdiction of Incorporation or Organization Financial Institutions, Inc. Subsidiaries: Five Star Bank New York SDN Insurance Agency, LLC New York Courier Capital, LLC New York Five Star Bank Subsidiaries: Five Star REIT, Inc. New York FSB Mid-Atlantic, LLC Virginia

March 11, 2024 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2024 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commissi

February 15, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2024 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commi

February 15, 2024 EX-99.1

Financial Institutions, Inc. Announces Quarterly Cash Dividend

Financial Institutions, Inc. Announces Quarterly Cash Dividend WARSAW, N.Y., February 15, 2024 — Financial Institutions, Inc. (NASDAQ: FISI) (the “Company”), parent company of Five Star Bank, SDN Insurance Agency, LLC, and Courier Capital, LLC, announced today that its Board of Directors has approved a quarterly cash dividend of $0.30 per outstanding common share. The Company also announced divide

February 9, 2024 SC 13G/A

FISI / Financial Institutions, Inc. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 8 )* Financial Institutions Inc (Name of Issuer) Common Stock (Title of Class of Securities) 317585404 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate

January 25, 2024 EX-99.1

FINANCIAL INSTITUTIONS, INC. ANNOUNCES FOURTH QUARTER AND FULL YEAR 2023 RESULTS

Exhibit 99.1 FINANCIAL INSTITUTIONS, INC. ANNOUNCES FOURTH QUARTER AND FULL YEAR 2023 RESULTS WARSAW, N.Y., January 25, 2024 – Financial Institutions, Inc. (NASDAQ: FISI) (the "Company," "we" or "us"), parent company of Five Star Bank (the "Bank"), SDN Insurance Agency, LLC ("SDN") and Courier Capital, LLC ("Courier Capital"), today reported financial and operational results for the fourth quarter

January 25, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2024 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commis

December 8, 2023 EX-99.1

Financial Institutions, Inc. Announces Leadership Changes Realignment strengthens the diversified financial services company’s leadership team and streamlines organizational structure in key areas to support future growth

Exhibit 99.1 Financial Institutions, Inc. Announces Leadership Changes Realignment strengthens the diversified financial services company’s leadership team and streamlines organizational structure in key areas to support future growth WARSAW, N.Y., December 8, 2023 — Financial Institutions, Inc. (NASDAQ: FISI) (the “Company”), parent company of Five Star Bank (“Five Star”), SDN Insurance Agency, L

December 8, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2023 Financial Instit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2023 Financial Institutions, Inc. (Exact Name of Registrant as Specified in its Charter) New York 000-26481 16-0816610 (State or Other Jurisdiction (Commission File No.) (

November 15, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2023 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commi

November 15, 2023 EX-99.1

Financial Institutions, Inc. Announces Quarterly Cash Dividend

Financial Institutions, Inc. Announces Quarterly Cash Dividend WARSAW, N.Y., November 15, 2023 — Financial Institutions, Inc. (NASDAQ: FISI) (the “Company”), parent company of Five Star Bank, SDN Insurance Agency, LLC, and Courier Capital, LLC, announced today that its Board of Directors has approved a quarterly cash dividend of $0.30 per outstanding common share. The Company also announced divide

November 6, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

October 26, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 26, 2023 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commis

October 26, 2023 EX-99.1

FINANCIAL INSTITUTIONS, INC. ANNOUNCES THIRD QUARTER 2023 RESULTS

Exhibit 99.1 FINANCIAL INSTITUTIONS, INC. ANNOUNCES THIRD QUARTER 2023 RESULTS WARSAW, N.Y., October 26, 2023 – Financial Institutions, Inc. (NASDAQ: FISI) (the “Company,” “we” or “us”), parent company of Five Star Bank (the “Bank”), SDN Insurance Agency, LLC (“SDN”) and Courier Capital, LLC (“Courier Capital”), today reported financial and operational results for the third quarter ended September

September 20, 2023 EX-99.1

Financial Institutions, Inc. Announces Controller Retirement and Internal Appointment Sonia Dumbleton to retire in March 2024 after 40 years of service to the Company and Sandra Byers promoted to Deputy Controller during the interim

Financial Institutions, Inc. Announces Controller Retirement and Internal Appointment Sonia Dumbleton to retire in March 2024 after 40 years of service to the Company and Sandra Byers promoted to Deputy Controller during the interim WARSAW, N.Y. – September 20, 2023 – Financial Institutions, Inc. (NASDAQ: FISI) (the “Company”), parent company of Five Star Bank (“Five Star” or the “Bank”), SDN Insu

September 20, 2023 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 15, 2023 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Comm

August 21, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 21, 2023 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commiss

August 21, 2023 EX-99.1

Financial Institutions, Inc. Announces Quarterly Cash Dividend

Financial Institutions, Inc. Announces Quarterly Cash Dividend WARSAW, N.Y., August 21, 2023 — Financial Institutions, Inc. (NASDAQ: FISI) (the “Company”), parent company of Five Star Bank, SDN Insurance Agency, LLC, and Courier Capital, LLC, announced today that its Board of Directors has approved a quarterly cash dividend of $0.30 per outstanding common share. The Company also announced dividend

August 7, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

July 27, 2023 EX-99.1

FINANCIAL INSTITUTIONS, INC. ANNOUNCES SECOND QUARTER 2023 RESULTS

Exhibit 99.1 FINANCIAL INSTITUTIONS, INC. ANNOUNCES SECOND QUARTER 2023 RESULTS WARSAW, N.Y., July 27, 2023 – Financial Institutions, Inc. (NASDAQ: FISI) (the “Company,” “we” or “us”), parent company of Five Star Bank (the “Bank”), SDN Insurance Agency, LLC (“SDN”) and Courier Capital, LLC (“Courier Capital”), today reported financial and operational results for the second quarter ended June 30, 2

July 27, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2023 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commissio

June 22, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2023 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commissio

June 21, 2023 11-K

UNITED STATES Securities and Exchange Commission Washington, D.C. 20549 Form 11-K

UNITED STATES Securities and Exchange Commission Washington, D.C. 20549 Form 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-26481 A. Full title of the plan and the address of the plan, if different

May 24, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2023 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commission

May 24, 2023 EX-99.1

Financial Institutions, Inc. Announces Quarterly Cash Dividend

Financial Institutions, Inc. Announces Quarterly Cash Dividend WARSAW, N.Y., May 24, 2023 — Financial Institutions, Inc. (NASDAQ: FISI) (the “Company”), parent company of Five Star Bank, SDN Insurance Agency, LLC, and Courier Capital, LLC, announced today that its Board of Directors has approved a quarterly cash dividend of $0.30 per outstanding common share. The Company also announced dividends o

May 9, 2023 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:

May 8, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

May 1, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 01, 2023 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commission

May 1, 2023 EX-99

Financial Institutions, Inc. Subsidiaries Courier Capital, LLC and HNP Capital, LLC Complete Merger The merger strengthens Courier Capital, LLC, an affiliate of Five Star Bank, into one of the largest wealth management firms in Western New York

Financial Institutions, Inc. Subsidiaries Courier Capital, LLC and HNP Capital, LLC Complete Merger The merger strengthens Courier Capital, LLC, an affiliate of Five Star Bank, into one of the largest wealth management firms in Western New York WARSAW, N.Y., May 1, 2023 — Financial Institutions, Inc. (NASDAQ: FISI) (the “Company”) today announced the completion of the merger of its wholly-owned SE

April 27, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of

April 27, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confid

April 26, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2023 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commissi

April 26, 2023 EX-99

FINANCIAL INSTITUTIONS, INC. ANNOUNCES FIRST QUARTER 2023 RESULTS

Exhibit 99.1 FINANCIAL INSTITUTIONS, INC. ANNOUNCES FIRST QUARTER 2023 RESULTS WARSAW, N.Y., April 26, 2023 – Financial Institutions, Inc. (NASDAQ:FISI) (the “Company,” “we” or “us”), parent company of Five Star Bank (the “Bank”), SDN Insurance Agency, LLC (“SDN”), Courier Capital, LLC (“Courier Capital”) and HNP Capital, LLC (“HNP Capital”), today reported financial and operational results for th

March 23, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 23, 2023 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commissi

March 23, 2023 EX-99

Financial Institutions, Inc. Announces 2023 Annual Meeting Date

Financial Institutions, Inc. Announces 2023 Annual Meeting Date WARSAW, N.Y. – March 23, 2023 – Financial Institutions, Inc. (NASDAQ: FISI) (the “Company”), the parent company of Five Star Bank (the “Bank”), SDN Insurance Agency, LLC, Courier Capital, LLC and HNP Capital, LLC, today announced that Wednesday, June 21st, has been established as the date of its 2023 Annual Meeting of Shareholders. Th

March 9, 2023 EX-10

Form of Indemnification Agreement

Exhibit 10.8 INDEMNIFICATION AGREEMENT THIS AGREEMENT, dated as of , 20, is by and between Financial Institutions, Inc., a New York corporation (the “Company”), and [●] (the “Indemnitee”)(collectively the “Parties”). WHEREAS, it is essential that the Company be able to retain and attract as directors and officers the most capable persons available; WHEREAS, the Company desires to have the Indemnit

March 9, 2023 EX-10

Form of Restricted Stock Unit Award Agreement Pursuant to the Financial Institutions, Inc. Amended and Restated 2015 Long-Term Incentive Plan

Exhibit 10.7 RESTRICTED STOCK UNIT AWARD AGREEMENT Pursuant to the FINANCIAL INSTITUTIONS, INC. AMENDED AND RESTATED 2015 LONG-TERM INCENTIVE PLAN Name of Participant: Date of Grant: Number of Restricted Stock Units: Vested Restricted Stock Units and Vesting Schedule: The Number of Restricted Stock Units set forth above shall become vested Restricted Stock Units in accordance with the terms of thi

March 9, 2023 EX-10

Form of Restricted Stock Unit Award Agreement Pursuant to the Financial Institutions, Inc. 2015 Long-Term Incentive Plan

Exhibit 10.6 RESTRICTED STOCK UNIT AWARD AGREEMENT Pursuant to the FINANCIAL INSTITUTIONS, INC. 2015 LONG-TERM INCENTIVE PLAN Name of Participant: Date of Grant: Number of Restricted Stock Units: Vested Restricted Stock Units and Vesting Schedule: The Number of Restricted Stock Units set forth above shall become vested Restricted Stock Units in accordance with the terms of this Agreement as of the

March 9, 2023 EX-21

Subsidiaries of Financial Institutions, Inc.

Exhibit 21 SUBSIDIARIES OF REGISTRANT State or Jurisdiction of Incorporation or Organization Financial Institutions, Inc. Subsidiaries: Five Star Bank New York SDN Insurance Agency, LLC New York Courier Capital, LLC New York HNP Capital, LLC New York Corn Hill Innovation Labs, LLC New York Five Star Bank Subsidiaries: Five Star REIT, Inc. New York FSB Mid-Atlantic, LLC Virginia

March 9, 2023 EX-10

Form of Director Annual Restricted Stock Award Agreement Pursuant to the Financial Institutions, Inc. 2015 Long-Term Incentive Plan

Exhibit 10.4 DIRECTOR ANNUAL RESTRICTED STOCK AWARD AGREEMENT Pursuant to the FINANCIAL INSTITUTIONS, INC. 2015 LONG-TERM INCENTIVE PLAN Name of Director: Date of Grant: Number of Shares: Vesting Schedule: The Vested Percentage of the Number of Shares set forth above shall be determined as of the following Vesting Date(s): Vesting Date Date of Grant The day prior to the Company’s first annual meet

March 9, 2023 EX-10

FINANCIAL INSTITUTIONS, INC. EXECUTIVE INCENTIVE PLAN

Exhibit 10.13 FINANCIAL INSTITUTIONS, INC. EXECUTIVE INCENTIVE PLAN 1. Establishment of Plan. Financial Institutions, Inc. (the "Company") intends to provide annual cash incentive award opportunities for eligible executives of the Company and its Subsidiaries (defined below) through the use of this Financial Institutions, Inc. Executive Incentive Plan (the "Plan"). The objective of the Plan is to

March 9, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-264

February 17, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 17, 2023 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commi

February 17, 2023 EX-99

Financial Institutions, Inc. Announces 3.4% Increase in Common Stock Dividend 13thConsecutive Annual Increase

Financial Institutions, Inc. Announces 3.4% Increase in Common Stock Dividend 13thConsecutive Annual Increase WARSAW, N.Y. – February 17, 2022 – Financial Institutions, Inc. (NASDAQ: FISI) (the “Company”), parent company of Five Star Bank (the “Bank”), SDN Insurance Agency, LLC, Courier Capital, LLC and HNP Capital, LLC, announced today that its Board of Directors has approved a quarterly cash div

February 10, 2023 SC 13G/A

FISI / Financial Institutions, Inc. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7 )* Financial Institutions Inc (Name of Issuer) Common Stock (Title of Class of Securities) 317585404 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate

January 30, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2023 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commis

January 30, 2023 EX-99.1

FINANCIAL INSTITUTIONS, INC. ANNOUNCES FOURTH QUARTER AND FULL YEAR 2022 RESULTS

Exhibit 99.1 FOR IMMEDIATE RELEASE FINANCIAL INSTITUTIONS, INC. ANNOUNCES FOURTH QUARTER AND FULL YEAR 2022 RESULTS WARSAW, N.Y., January 30, 2023 – Financial Institutions, Inc. (NASDAQ:FISI) (the “Company,” “we” or “us”), parent company of Five Star Bank (the “Bank”), SDN Insurance Agency, LLC (“SDN”), Courier Capital, LLC (“Courier Capital”) and HNP Capital, LLC (“HNP Capital”), today reported f

January 24, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 24, 2023 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commis

January 24, 2023 EX-99.1

Five Star Bank Expands its Commercial Lending Franchise in Central New York with New Syracuse Office The growing community bank recently received regulatory approval for a new commercial loan production office located in Syracuse’s historic Franklin

Five Star Bank Expands its Commercial Lending Franchise in Central New York with New Syracuse Office The growing community bank recently received regulatory approval for a new commercial loan production office located in Syracuse’s historic Franklin Square SYRACUSE, N.

December 20, 2022 EX-99.1

W. Jack Plants II Promoted to Executive Vice President of Financial Institutions, Inc. and Five Star Bank

W. Jack Plants II Promoted to Executive Vice President of Financial Institutions, Inc. and Five Star Bank WARSAW, N.Y. ? December 20, 2022 ? Financial Institutions, Inc. (NASDAQ: FISI) (the ?Company?), parent company of Five Star Bank (the ?Bank?), SDN Insurance Agency, LLC, Courier Capital, LLC and HNP Capital, LLC, announced that Chief Financial Officer and Treasurer W. Jack Plants II has been p

December 20, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2022 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commi

November 21, 2022 EX-99.1

Financial Institutions, Inc. Announces Quarterly Cash Dividend

FOR IMMEDIATE RELEASE Financial Institutions, Inc. Announces Quarterly Cash Dividend WARSAW, NY – November 21, 2022 – Financial Institutions, Inc. (NASDAQ:FISI) (the “Company”), parent company of Five Star Bank, SDN Insurance Agency, LLC (“SDN”), Courier Capital, LLC (“Courier Capital”) and HNP Capital, LLC (“HNP Capital”), announced today that its Board of Directors has approved a quarterly cash

November 21, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2022 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commi

November 7, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

October 27, 2022 EX-99.1

FINANCIAL INSTITUTIONS, INC. ANNOUNCES THIRD QUARTER 2022 RESULTS

Exhibit 99.1 FOR IMMEDIATE RELEASE FINANCIAL INSTITUTIONS, INC. ANNOUNCES THIRD QUARTER 2022 RESULTS WARSAW, N.Y., October 27, 2022 ? Financial Institutions, Inc. (NASDAQ:FISI) (the ?Company? ?we? or ?us?), parent company of Five Star Bank (the ?Bank?), SDN Insurance Agency, LLC (?SDN?), Courier Capital, LLC (?Courier Capital?) and HNP Capital, LLC (?HNP Capital?), today reported financial and ope

October 27, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 27, 2022 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commis

August 22, 2022 EX-99.1

Financial Institutions, Inc. Appoints Bruce W. Harting to Board of Directors The financial services veteran brings deeps corporate development and financial experience to the growing community bank and its affiliates

FOR IMMEDIATE RELEASE Financial Institutions, Inc. Appoints Bruce W. Harting to Board of Directors The financial services veteran brings deeps corporate development and financial experience to the growing community bank and its affiliates WARSAW, N.Y. ? August 22, 2022 ? Financial Institutions, Inc. (NASDAQ:FISI) (the ?Company? or ?we?), parent company of Five Star Bank (the ?Bank?), SDN Insurance

August 22, 2022 EX-99.1

Financial Institutions, Inc. Announces Quarterly Cash Dividend

FOR IMMEDIATE RELEASE Financial Institutions, Inc. Announces Quarterly Cash Dividend WARSAW, NY ? August 22, 2022 ? Financial Institutions, Inc. (NASDAQ:FISI) (the ?Company?), parent company of Five Star Bank, SDN Insurance Agency, LLC (?SDN?), Courier Capital, LLC (?Courier Capital?) and HNP Capital, LLC (?HNP Capital?), announced today that its Board of Directors has approved a quarterly cash di

August 22, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2022 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commiss

August 22, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2022 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commiss

August 8, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

July 28, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2022 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commissio

July 28, 2022 EX-99.1

FINANCIAL INSTITUTIONS, INC. ANNOUNCES SECOND QUARTER RESULTS

Exhibit 99.1 FOR IMMEDIATE RELEASE FINANCIAL INSTITUTIONS, INC. ANNOUNCES SECOND QUARTER RESULTS WARSAW, N.Y., July 28, 2022 ? Financial Institutions, Inc. (NASDAQ:FISI) (the ?Company? ?we? or ?us?), parent company of Five Star Bank (the ?Bank?), SDN Insurance Agency, LLC (?SDN?), Courier Capital, LLC (?Courier Capital?) and HNP Capital, LLC (?HNP Capital?), today reported financial and operationa

June 17, 2022 11-K

UNITED STATES Securities and Exchange Commission Washington, D.C. 20549 Form 11-K

UNITED STATES Securities and Exchange Commission Washington, D.C. 20549 Form 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-26481 A. Full title of the plan and the address of the plan, if different

June 17, 2022 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2022 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commissio

June 13, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2022 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commissio

June 13, 2022 EX-99.1

Financial Institutions, Inc. Announces Stock Repurchase Program

FOR IMMEDIATE RELEASE Financial Institutions, Inc. Announces Stock Repurchase Program WARSAW, NY ? June 13, 2022 ?Financial Institutions, Inc. (NASDAQ:FISI) (the ?Company?), parent company of Five Star Bank (the ?Bank?), SDN Insurance Agency, LLC (?SDN?), Courier Capital, LLC (?Courier Capital?) and HNP Capital, LLC (?HNP Capital?), today announced that its Board of Directors has approved a stock

May 25, 2022 EX-99.1

Financial Institutions, Inc. Announces Quarterly Cash Dividend

FOR IMMEDIATE RELEASE Financial Institutions, Inc. Announces Quarterly Cash Dividend WARSAW, NY ? May 25, 2022 ? Financial Institutions, Inc. (NASDAQ:FISI) (the ?Company?), parent company of Five Star Bank, SDN Insurance Agency, LLC (?SDN?), Courier Capital, LLC (?Courier Capital?) and HNP Capital, LLC (?HNP Capital?), announced today that its Board of Directors has approved a quarterly cash divid

May 25, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2022 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commission

May 9, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

April 27, 2022 EX-99.1

FINANCIAL INSTITUTIONS, INC. ANNOUNCES FIRST QUARTER RESULTS

Exhibit 99.1 FOR IMMEDIATE RELEASE FINANCIAL INSTITUTIONS, INC. ANNOUNCES FIRST QUARTER RESULTS WARSAW, N.Y., April 27, 2022? Financial Institutions, Inc. (NASDAQ:FISI) (the ?Company? ?we? or ?us?), parent company of Five Star Bank (the ?Bank?), SDN Insurance Agency, LLC (?SDN?), Courier Capital, LLC (?Courier Capital?) and HNP Capital, LLC (?HNP Capital?), today reported financial and operational

April 27, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A 1 d235107ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Prox

April 27, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2022 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commissi

April 27, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 d235107ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐

March 23, 2022 EX-99.1

Financial Institutions, Inc. Announces 2022 Annual Meeting Date

FOR IMMEDIATE RELEASE Financial Institutions, Inc. Announces 2022 Annual Meeting Date WARSAW, N.Y. ? March 23, 2022 ? Financial Institutions, Inc. (NASDAQ:FISI) (the ?Company?), parent company of Five Star Bank (the ?Bank?), SDN Insurance Agency, LLC (?SDN?), Courier Capital, LLC (?Courier Capital?) and HNP Capital, LLC (?HNP Capital?), today announced that Tuesday, June 14th, has been established

March 23, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 23, 2022 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commissi

March 10, 2022 EX-10.7

Form of Restricted Stock Unit Award Agreement Pursuant to the Financial Institutions, Inc. Amended and Restated 2015 Long-Term Incentive Plan

Exhibit 10.7 RESTRICTED STOCK UNIT AWARD AGREEMENT Pursuant to the FINANCIAL INSTITUTIONS, INC. AMENDED AND RESTATED 2015 LONG-TERM INCENTIVE PLAN Name of Participant: Date of Grant: Number of Restricted Stock Units: Vested Restricted Stock Units and Vesting Schedule: The Number of Restricted Stock Units set forth above shall become vested Restricted Stock Units in accordance with the terms of thi

March 10, 2022 EX-10.13

Financial Institutions, Inc. Executive Incentive Plan, effective as of January 1, 2021

Exhibit 10.13 FINANCIAL INSTITUTIONS, INC. EXECUTIVE INCENTIVE PLAN 1. Establishment of Plan. Financial Institutions, Inc. (the "Company") intends to provide annual cash incentive award opportunities for eligible executives of the Company and its Subsidiaries (defined below) through the use of this Financial Institutions, Inc. Executive Incentive Plan (the "Plan"). The objective of the Plan is to

March 10, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) Form 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-264

March 10, 2022 EX-10.6

Form of Restricted Stock Unit Award Agreement Pursuant to the Financial Institutions, Inc. 2015 Long-Term Incentive Plan

Exhibit 10.6 RESTRICTED STOCK UNIT AWARD AGREEMENT Pursuant to the FINANCIAL INSTITUTIONS, INC. 2015 LONG-TERM INCENTIVE PLAN Name of Participant: Date of Grant: Number of Restricted Stock Units: Vested Restricted Stock Units and Vesting Schedule: The Number of Restricted Stock Units set forth above shall become vested Restricted Stock Units in accordance with the terms of this Agreement as of the

March 10, 2022 EX-21

Subsidiaries of Financial Institutions, Inc.

Exhibit 21 SUBSIDIARIES OF REGISTRANT State or Jurisdiction of Incorporation or Organization Financial Institutions, Inc. Subsidiaries: Five Star Bank New York SDN Insurance Agency, LLC New York Courier Capital, LLC New York HNP Capital, LLC New York Corn Hill Innovation Labs, LLC New York Five Star Bank Subsidiaries: Five Star REIT, Inc. New York

March 10, 2022 EX-10.4

Form of Director Annual Restricted Stock Award Agreement Pursuant to the Financial Institutions, Inc. 2015 Long-Term Incentive Plan

Exhibit 10.4 DIRECTOR ANNUAL RESTRICTED STOCK AWARD AGREEMENT Pursuant to the FINANCIAL INSTITUTIONS, INC. 2015 LONG-TERM INCENTIVE PLAN Name of Director: Date of Grant: Number of Shares: Vesting Schedule: The Vested Percentage of the Number of Shares set forth above shall be determined as of the following Vesting Date(s): Vesting Date Date of Grant The day prior to the Company?s first annual meet

February 22, 2022 EX-99.1

Five Star Bank Expands into Baltimore and Washington, D.C. with Commercial Hires — John G. Mangan to Lead Commercial Real Estate Lending Team

EX-99.1 2 fisi-ex991.htm EX-99.1 Five Star Bank Expands into Baltimore and Washington, D.C. with Commercial Hires — John G. Mangan to Lead Commercial Real Estate Lending Team WARSAW, N.Y., February 22, 2022 — Five Star Bank (the “Bank”), subsidiary of Financial Institutions, Inc. (NASDAQ:FISI), today announced the addition of a team of experienced commercial banking officers to launch a commercial

February 22, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2022 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commi

February 17, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 17, 2022 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commi

February 17, 2022 EX-99.1

Financial Institutions, Inc. Announces 7.4% Increase in Common Stock Dividend — 12th Consecutive Annual Increase

EX-99.1 2 fisi-ex991.htm EX-99.1 FOR IMMEDIATE RELEASE Financial Institutions, Inc. Announces 7.4% Increase in Common Stock Dividend — 12th Consecutive Annual Increase WARSAW, NY – February 17, 2022 – Financial Institutions, Inc. (NASDAQ:FISI) (the “Company”), parent company of Five Star Bank, SDN Insurance Agency, LLC (“SDN”), Courier Capital, LLC (“Courier Capital”) and HNP Capital, LLC (“HNP Ca

February 8, 2022 SC 13G/A

FISI / Financial Institutions, Inc. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6 )* Financial Institutions Inc (Name of Issuer) Common Stock (Title of Class of Securities) 317585404 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

January 31, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2022 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commis

January 31, 2022 EX-99.1

FINANCIAL INSTITUTIONS, INC. ANNOUNCES FOURTH QUARTER AND FULL YEAR 2021 RESULTS

Exhibit 99.1 FOR IMMEDIATE RELEASE FINANCIAL INSTITUTIONS, INC. ANNOUNCES FOURTH QUARTER AND FULL YEAR 2021 RESULTS WARSAW, N.Y., January 31, 2022 ? Financial Institutions, Inc. (NASDAQ:FISI)(the ?Company? ?we? or ?us?), parent company of Five Star Bank (the ?Bank?), SDN Insurance Agency, LLC (?SDN?), Courier Capital, LLC (?Courier Capital?) and HNP Capital, LLC (?HNP Capital?), today reported fin

December 7, 2021 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 07, 2021 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commi

November 19, 2021 EX-99

Financial Institutions, Inc. Announces Quarterly Cash Dividend

Exhibit 99.1 FOR IMMEDIATE RELEASE Financial Institutions, Inc. Announces Quarterly Cash Dividend WARSAW, NY ? November 19, 2021 ? Financial Institutions, Inc. (NASDAQ:FISI) (the ?Company?), parent company of Five Star Bank, SDN Insurance Agency, LLC (?SDN?), Courier Capital, LLC (?Courier Capital?) and HNP Capital, LLC (?HNP Capital?), announced today that its Board of Directors has approved a qu

November 19, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 19, 2021 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commi

November 9, 2021 CORRESP

220 Liberty Street | Warsaw, NY 14569 | Tel (585) 627-1349 | Fax (585) 627-1331

CORRESP 1 filename1.htm Samuel J. Burruano, Jr., Chief Legal Officer & Corporate Secretary November 9, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Ms. Jessica Livingston Re: Financial Institutions, Inc. Registration Statement on Form S-3 Filed October 29, 2021 (File No. 333-260593) Ladies and Gentlemen: In a

November 8, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

November 3, 2021 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 03, 2021 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commi

November 2, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 27, 2021 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commis

October 29, 2021 S-3

As filed with the Securities and Exchange Commission on October 29, 2021

Table of Contents As filed with the Securities and Exchange Commission on October 29, 2021 Registration No.

October 29, 2021 EX-4.4

Form of Indenture for Senior Debt Securities

EX-4.4 3 d114539dex44.htm EX-4.4 Exhibit 4.4 FINANCIAL INSTITUTIONS, INC. Issuer and WILMINGTON TRUST, NATIONAL ASSOCIATION Trustee INDENTURE Dated as of , 20 SENIOR DEBT SECURITIES FINANCIAL INSTITUTIONS, INC. CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318, INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939: Trust Indenture Act Section Indenture Section §301(a)(1) 609 (a)(2) 6

October 29, 2021 EX-4.3

Form of Subordinated Indenture

Exhibit 4.3 FINANCIAL INSTITUTIONS, INC. Issuer and WILMINGTON TRUST, NATIONAL ASSOCIATION Trustee INDENTURE Dated as of , 20 SUBORDINATED DEBT SECURITIES FINANCIAL INSTITUTIONS, INC. CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318, INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939: Trust Indenture Act Section Indenture Section ?301(a)(1) 609 (a)(2) 609 (a)(3) Not Applicable (a

October 29, 2021 EX-25.1

Form T-1 Statement of Eligibility of the Senior Indenture Trustee and the Subordinated Indenture Trustee

EX-25.1 6 d114539dex251.htm EX-25.1 Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S. employer identification no.) 1100 North Market Street Wilmington,

October 29, 2021 S-8

As filed with the Securities and Exchange Commission on October 29, 2021

S-8 1 d238427ds8.htm S-8 As filed with the Securities and Exchange Commission on October 29, 2021 Registration No. 333- 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 incorpo

October 28, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2021 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commis

October 28, 2021 EX-99.1

FINANCIAL INSTITUTIONS, INC. ANNOUNCES THIRD QUARTER RESULTS

Exhibit 99.1 FOR IMMEDIATE RELEASE FINANCIAL INSTITUTIONS, INC. ANNOUNCES THIRD QUARTER RESULTS WARSAW, N.Y., October 28, 2021 ? Financial Institutions, Inc. (NASDAQ:FISI)(the ?Company? ?we? or ?us?), parent company of Five Star Bank (the ?Bank?), SDN Insurance Agency, LLC (?SDN?), Courier Capital, LLC (?Courier Capital?) and HNP Capital, LLC (?HNP Capital?), today reported financial and operation

October 6, 2021 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2021 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Comm

August 24, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 24, 2021 Financial Institutions, Inc. (Exact Name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commiss

August 24, 2021 EX-99.1

Financial Institutions, Inc. Announces Quarterly Cash Dividend

EX-99.1 2 fisi-ex9916.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Financial Institutions, Inc. Announces Quarterly Cash Dividend WARSAW, NY – August 24, 2021 – Financial Institutions, Inc. (NASDAQ:FISI) (the “Company”), parent company of Five Star Bank, SDN Insurance Agency, LLC (“SDN”), Courier Capital, LLC (“Courier Capital”) and HNP Capital, LLC (“HNP Capital”), announced today that its Boar

August 9, 2021 EX-10.1

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

Exhibit 10.1 FINANCIAL INSTITUTIONS, INC. amended and restated 2015 LONG-TERM INCENTIVE PLAN Financial Institutions, Inc. (the ?Company?) hereby amends and restates the Financial Institutions, Inc. 2015 Long-Term Incentive Plan (the ?Original Plan?) with this Financial Institutions, Inc. Amended and Restated 2015 Long-Term Incentive Plan (the ?Plan?) for the benefit of eligible Employees and Direc

August 9, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

July 29, 2021 EX-99.1

FINANCIAL INSTITUTIONS, INC. ANNOUNCES SECOND QUARTER RESULTS

Exhibit 99.1 FOR IMMEDIATE RELEASE FINANCIAL INSTITUTIONS, INC. ANNOUNCES SECOND QUARTER RESULTS WARSAW, N.Y., July 29, 2021 ? Financial Institutions, Inc. (NASDAQ:FISI) (the ?Company? ?we? or ?us?), parent company of Five Star Bank (the ?Bank?), SDN Insurance Agency, LLC (?SDN?), Courier Capital, LLC (?Courier Capital?) and HNP Capital, LLC (?HNP Capital?), today reported financial and operationa

July 29, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2021 Financial Institutions, Inc. (Exact Name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commissio

June 21, 2021 11-K

UNITED STATES Securities and Exchange Commission Washington, D.C. 20549 Form 11-K

UNITED STATES Securities and Exchange Commission Washington, D.C. 20549 Form 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-26481 A. Full title of the plan and the address of the plan, if different

June 21, 2021 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2021 Financial Institutions, Inc. (Exact Name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commissio

May 26, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 26, 2021 Financial Institutions, Inc. (Exact Name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commission

May 26, 2021 EX-99.1

Financial Institutions, Inc. Announces Quarterly Cash Dividend

Exhibit 99.1 FOR IMMEDIATE RELEASE Financial Institutions, Inc. Announces Quarterly Cash Dividend WARSAW, NY ? May 26, 2021 ? Financial Institutions, Inc. (NASDAQ:FISI) (the ?Company?), parent company of Five Star Bank, SDN Insurance Agency, LLC (?SDN?), Courier Capital, LLC (?Courier Capital?) and HNP Capital, LLC (?HNP Capital?), announced today that its Board of Directors has approved a quarter

May 11, 2021 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2021 Financial Institutions, Inc. (Exact Name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commission

May 10, 2021 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

May 10, 2021 EX-10.1

Separation and Settlement Agreement and Release between Financial Institutions, Inc. and Joseph L. Dugan dated February 12, 2021

EX-10.1 2 fisi-ex101194.htm EX-10.1 Exhibit 10.1 SEPARATION AND SETTLEMENT AGREEMENT AND RELEASE This SEPARATION AND SETTLEMENT AGREEMENT AND RELEASE (“Agreement”) is made and entered into between Joseph L. Dugan (“Employee”), residing at ##### and Financial Institutions, Inc. and its subsidiaries and affiliated entities including Five Star Bank (“Bank”), Five Star REIT, Inc., SDN Insurance Agency

May 10, 2021 EX-10.2

Form of Performance Stock Unit Award Agreement Pursuant to the Financial Institutions, Inc. 2015 Long-Term Incentive Plan

EX-10.2 3 fisi-ex102193.htm EX-10.2 Exhibit 10.2 [YEAR] PERFORMANCE STOCK UNIT AWARD AGREEMENT Pursuant to the FINANCIAL INSTITUTIONS, INC. 2015 LONG-TERM INCENTIVE PLAN Name of Participant: Date of Grant: Number of Restricted Stock Units: Service Period: The three-year period beginning on [DATE] and ending on [DATE]. Earned RSUs and Vesting Schedule: The Number of Restricted Stock Units set forth

April 29, 2021 DEFA14A

- DEFA14A

DEFA14A 1 d79395ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as p

April 29, 2021 DEF 14A

- DEF 14A

DEF 14A 1 d79395ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Comm

April 28, 2021 EX-99.1

FINANCIAL INSTITUTIONS, INC. ANNOUNCES FIRST QUARTER RESULTS

Exhibit 99.1 NEWS RELEASE For Immediate Release FINANCIAL INSTITUTIONS, INC. ANNOUNCES FIRST QUARTER RESULTS WARSAW, N.Y., April 28, 2021 ? Financial Institutions, Inc. (NASDAQ:FISI) (the ?Company? ?we? or ?us?), parent company of Five Star Bank (the ?Bank?), SDN Insurance Agency, LLC (?SDN?), Courier Capital, LLC (?Courier Capital?) and HNP Capital, LLC (?HNP Capital?), today reported financial a

April 28, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2021 Financial Institutions, Inc. (Exact Name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commissi

March 25, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2021 Financial Institutions, Inc. (Exact Name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commissi

March 25, 2021 EX-99.1

Financial Institutions, Inc. Announces Date of 2021 Annual Meeting of Shareholders and Nominations for Board of Directors

EX-99.1 2 fisi-ex9916.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Financial Institutions, Inc. Announces Date of 2021 Annual Meeting of Shareholders and Nominations for Board of Directors WARSAW, N.Y. – March 25, 2021 – Financial Institutions, Inc. (NASDAQ:FISI) (the “Company” or “we”), parent company of Five Star Bank (the “Bank”), SDN Insurance Agency, LLC (“SDN”), Courier Capital, LLC (“Cour

March 16, 2021 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2021 Financial Institutions, Inc. (Exact Name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commissi

March 15, 2021 EX-10.15

Form of Executive Agreement

EX-10.15 2 fisi-ex1015159.htm EX-10.15 Exhibit 10.15 EXECUTIVE AGREEMENT This Executive Agreement (this “Agreement”) is made and entered into as of , 20 (the “Effective Date”), by and between Financial Institutions, Inc., a bank holding company chartered under the laws of the State of New York, having its principal office at 220 Liberty Street, Warsaw, New York 14569 (“Financial Institutions”), an

March 15, 2021 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-264

March 15, 2021 EX-21

Subsidiaries of Financial Institutions, Inc.

EX-21 3 fisi-ex216.htm EX-21 Exhibit 21 SUBSIDIARIES OF REGISTRANT State or Jurisdiction of Incorporation or Organization Financial Institutions, Inc. Subsidiaries: Five Star Bank New York SDN Insurance Agency, LLC New York Courier Capital, LLC New York HNP Capital, LLC New York Five Star Bank Subsidiaries: Five Star REIT, Inc. New York

February 25, 2021 EX-99.1

Financial Institutions, Inc. Increases Common Stock Dividend for Eleventh Consecutive Year

Exhibit 99.1 FOR IMMEDIATE RELEASE Financial Institutions, Inc. Increases Common Stock Dividend for Eleventh Consecutive Year ? Quarterly Dividend Increased 3.8% to $0.27 per share WARSAW, NY ? February 25, 2021 ? Financial Institutions, Inc. (NASDAQ:FISI) (the ?Company?), parent company of Five Star Bank, SDN Insurance Agency, LLC (?SDN?), Courier Capital, LLC (?Courier Capital?) and HNP Capital,

February 25, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2021 Financial Institutions, Inc. (Exact Name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commi

February 12, 2021 EX-99.1

Financial Institutions, Inc. Announces Optimized Organizational Structure and Changes in Leadership –Aligns Core Functions, Services and Talents to Meet Evolving Customer Needs and Expectations –Former Chief Financial Officer Justin K. Bigham Named C

Exhibit 99.1 FOR IMMEDIATE RELEASE Financial Institutions, Inc. Announces Optimized Organizational Structure and Changes in Leadership ?Aligns Core Functions, Services and Talents to Meet Evolving Customer Needs and Expectations ?Former Chief Financial Officer Justin K. Bigham Named Chief Community Banking Officer ?Former Corporate Treasurer W. Jack Plants II Named Chief Financial Officer and Trea

February 12, 2021 SC 13G/A

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5 )* Financial Institutions Inc (Name of Issuer) Common Stock (Title of Class of Securities) 317585404 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

February 12, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2021 Financial Institutions, Inc. (Exact Name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commis

January 29, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 28, 2021 Financial Institutions, Inc. (Exact Name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commis

January 29, 2021 EX-99.1

FINANCIAL INSTITUTIONS, INC. ANNOUNCES FOURTH QUARTER AND FULL YEAR 2020 RESULTS

EX-99.1 2 fisi-ex9916.htm EX-99.1 Exhibit 99.1 NEWS RELEASE For Immediate Release FINANCIAL INSTITUTIONS, INC. ANNOUNCES FOURTH QUARTER AND FULL YEAR 2020 RESULTS WARSAW, N.Y., January 28, 2021 – Financial Institutions, Inc. (NASDAQ:FISI) (the “Company” “we” or “us”), parent company of Five Star Bank (the “Bank”), SDN Insurance Agency, LLC (“SDN”), Courier Capital, LLC (“Courier Capital”) and HNP

December 22, 2020 424B3

$35,000,000 aggregate principal amount of 4.375% Fixed-to-Floating Rate Subordinated Notes due 2030 that have been registered under the Securities Act of 1933, as amended, for any and all outstanding unregistered 4.375% Fixed-to-Floating Rate Subordi

424B3 1 d14939d424b3.htm 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-251030 PROSPECTUS $35,000,000 aggregate principal amount of 4.375% Fixed-to-Floating Rate Subordinated Notes due 2030 that have been registered under the Securities Act of 1933, as amended, for any and all outstanding unregistered 4.375% Fixed-to-Floating Rate Subordinated Notes due 2030 The exch

December 18, 2020 CORRESP

December 18, 2020

December 18, 2020 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Eric Envall Re: Financial Institutions, Inc. Registration Statement on Form S-4 File No. 333-251030 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended, Financial Institutions, Inc. (the ?Registrant?)

November 30, 2020 S-4

- FORM S-4

Form S-4 Table of Contents As filed with the Securities and Exchange Commission on November 30, 2020 Registration No.

November 30, 2020 EX-25.1

Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Wilmington Trust, National Association, with respect to the Indenture, dated as of October 7, 2020, between Financial Institutions, Inc. and Wilmington Trust, National Association, as trustee, regarding 4.375% Fixed-to-Floating Rate Notes due 2030

Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S. employer identification no.) 1100 North Market Street Wilmington, DE 19890-0001 (Address of principal

November 30, 2020 EX-99.1

Form of Letter of Transmittal relating to the 4.375% Fixed-to-Floating Rate Subordinated Notes due 2030

EX-99.1 6 d14939dex991.htm EX-99.1 Exhibit 99.1 LETTER OF TRANSMITTAL to Tender for Exchange Any and All Unregistered Outstanding 4.375% Fixed-to-Floating Rate Subordinated Notes due 2030 (CUSIP Nos.: 317585 AC1 and 317585 AB3) in Exchange for Registered 4.375% Fixed-to-Floating Rate Subordinated Notes due 2030 (CUSIP No.: [ ]) of FINANCIAL INSTITUTIONS, INC. Pursuant to the Prospectus Dated [ ],

November 25, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 25, 2020 Financial Institutions, Inc. (Exact Name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commi

November 25, 2020 EX-99.1

Financial Institutions, Inc. Announces Quarterly Cash Dividend

Exhibit 99.1 FOR IMMEDIATE RELEASE Financial Institutions, Inc. Announces Quarterly Cash Dividend WARSAW, NY – November 25, 2020 – Financial Institutions, Inc. (NASDAQ:FISI) (the “Company”), parent company of Five Star Bank, SDN Insurance Agency, LLC (“SDN”), Courier Capital, LLC (“Courier Capital”) and HNP Capital, LLC (“HNP Capital”), announced today that its Board of Directors has approved a qu

November 6, 2020 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2020 Financial Institutions, Inc. (Exact Name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commis

November 6, 2020 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

November 6, 2020 EX-10.1

Severance and Settlement Agreement and Release between Financial Institutions, Inc. and William L. Kreienberg dated June 30, 2020

EX-10.1 2 fisi-ex10145.htm EX-10.1 Exhibit 10.1 SUBORDINATED NOTE PURCHASE AGREEMENT This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of October 7, 2020, and is made by and among Financial Institutions, Inc., a New York corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined herein) identified on the signature pages hereto (each a “Purc

November 6, 2020 EX-10.2

Registration Rights Agreement, dated as of October 7, 2020, by and among Financial Institutions, Inc. and the Purchasers

EX-10.2 3 fisi-ex10244.htm EX-10.2 Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of October 7, 2020 and is made by and among Financial Institutions, Inc. a New York corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined below) identified on the signature pages to the Purchase Agreement (as defined

November 4, 2020 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2020 Financial Institutions, Inc. (Exact Name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commis

November 4, 2020 EX-99.1

Financial Institutions, Inc. Announces Stock Repurchase Program

EX-99.1 2 fisi-ex9916.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Financial Institutions, Inc. Announces Stock Repurchase Program WARSAW, NY – November 4, 2020 – Financial Institutions, Inc. (NASDAQ:FISI) (the “Company”), parent company of Five Star Bank (the “Bank”), SDN Insurance Agency, LLC (“SDN”), Courier Capital, LLC (“Courier Capital”) and HNP Capital, LLC (“HNP Capital”), today announce

October 29, 2020 EX-99.1

FINANCIAL INSTITUTIONS, INC. ANNOUNCES THIRD QUARTER RESULTS

Exhibit 99.1 NEWS RELEASE For Immediate Release FINANCIAL INSTITUTIONS, INC. ANNOUNCES THIRD QUARTER RESULTS WARSAW, N.Y., October 29, 2020 – Financial Institutions, Inc. (Nasdaq:FISI) (the “Company” “we” or “us”), parent company of Five Star Bank (the “Bank”), SDN Insurance Agency, LLC (“SDN”), Courier Capital, LLC (“Courier Capital”) and HNP Capital, LLC (“HNP Capital”), today reported financial

October 29, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2020 Financial Institutions, Inc. (Exact Name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commis

October 7, 2020 EX-10.1

Form of Subordinated Note Purchase Agreement, dated as of October 7, 2020, by and among Financial Institutions, Inc. and the Purchasers

EX-10.1 3 fisi-ex10115.htm EX-10.1 Exhibit 10.1 SUBORDINATED NOTE PURCHASE AGREEMENT This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of October 7, 2020, and is made by and among Financial Institutions, Inc., a New York corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined herein) identified on the signature pages hereto (each a “Purc

October 7, 2020 EX-99.1

Financial Institutions, Inc. Announces Completion of $35 Million Private Placement of Subordinated Notes

EX-99.1 5 fisi-ex99143.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Financial Institutions, Inc. Announces Completion of $35 Million Private Placement of Subordinated Notes WARSAW, NY – October 7, 2020 – Financial Institutions, Inc. (NASDAQ:FISI) (the “Company”), parent company of Five Star Bank (the “Bank”), SDN Insurance Agency, LLC (“SDN”), Courier Capital, LLC (“Courier Capital”) and HNP Cap

October 7, 2020 EX-4.1

Subordinated Indenture, dated as of October 7, 2020, between Financial Institutions, Inc. and Wilmington Trust, National Association, as Trustee

EX-4.1 2 fisi-ex4144.htm EX-4.1 Exhibit 4.1 FINANCIAL INSTITUTIONS, INC. As Issuer, and WILMINGTON TRUST, NATIONAL ASSOCIATION As Trustee INDENTURE Dated as of October 7, 2020 4.375% Fixed to Floating Rate Subordinated Notes due 2030 TABLE OF CONTENTS ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 101 Definitions.1 Section 102 Compliance Certificates and Opinions.9 Section 103 Form

October 7, 2020 EX-10.2

Form of Registration Rights Agreement, dated as of October 7, 2020, by and among Financial Institutions, Inc. and the Purchasers

EX-10.2 4 fisi-ex10216.htm EX-10.2 Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of October 7, 2020 and is made by and among Financial Institutions, Inc. a New York corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined below) identified on the signature pages to the Purchase Agreement (as defined

October 7, 2020 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 7, 2020 Financial Institutions, Inc. (Exact Name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commiss

September 23, 2020 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 23, 2020 Financial Inst

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 23, 2020 Financial Institutions, Inc. (Exact Name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Comm

August 25, 2020 EX-99.1

Financial Institutions, Inc. Announces Quarterly Cash Dividend

Exhibit 99.1 FOR IMMEDIATE RELEASE Financial Institutions, Inc. Announces Quarterly Cash Dividend WARSAW, NY – August 25, 2020 – Financial Institutions, Inc. (NASDAQ:FISI) (the “Company”), parent company of Five Star Bank, SDN Insurance Agency, LLC (“SDN”), Courier Capital, LLC (“Courier Capital”) and HNP Capital, LLC (“HNP Capital”), announced today that its Board of Directors has approved a quar

August 25, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 25, 2020 Financial Institutions, Inc. (Exact Name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commiss

August 5, 2020 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

August 5, 2020 EX-10.1

Severance and Settlement Agreement and Release with William L. Kreienberg

EXHIBIT 10.1 SEPARATION AND SETTLEMENT AGREEMENT AND RELEASE This SEPARATION AND SETTLEMENT AGREEMENT AND RELEASE (“Agreement”) is made and entered into between William L. Kreienberg (“Employee”), residing at 75 Ambassador Drive, Rochester, NY 14610 and Financial Institutions, Inc. and its subsidiaries and affiliated entities including Five Star Bank (“Bank”), Five Star REIT, Inc., SDN Insurance A

July 30, 2020 EX-99.1

FINANCIAL INSTITUTIONS, INC. ANNOUNCES SECOND QUARTER RESULTS

Exhibit 99.1 NEWS RELEASE For Immediate Release FINANCIAL INSTITUTIONS, INC. ANNOUNCES SECOND QUARTER RESULTS WARSAW, N.Y., July 29, 2020 – Financial Institutions, Inc. (Nasdaq:FISI) (the “Company” “we” or “us”), parent company of Five Star Bank (the “Bank”), SDN Insurance Agency, LLC (“SDN”), Courier Capital, LLC (“Courier Capital”) and HNP Capital, LLC (“HNP Capital”), today reported financial a

July 30, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 fisi-8k20200630.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2020 Financial Institutions, Inc. (Exact Name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdictio

July 30, 2020 8-K/A

Costs Associated with Exit or Disposal Activities

8-K/A 1 fisi-8ka20200717.htm 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2020 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (S

July 23, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities

8-K 1 fisi-8k20200717.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2020 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdictio

July 23, 2020 EX-99.1

FIVE STAR BANK ANNOUNCES TRANSFORMATION TO FULL-SERVICE BRANCH MODEL Reimagining Local Banking with Technology Enhancements and Modernized Staffing Approach Resulting in Five Branch Consolidations and a Six Percent Reduction in Workforce

Exhibit 99.1 FIVE STAR BANK ANNOUNCES TRANSFORMATION TO FULL-SERVICE BRANCH MODEL Reimagining Local Banking with Technology Enhancements and Modernized Staffing Approach Resulting in Five Branch Consolidations and a Six Percent Reduction in Workforce JULY 17, 2020, Warsaw, N.Y. – Today, Five Star Bank, a leading provider of consumer and commercial lending services across the Western, Central and S

July 1, 2020 EX-99.1

Financial Institutions, Inc. Announces Change in Leadership

EX-99.1 2 fisi-ex9916.htm PRESS RELEASE ISSUED BY FINANCIAL INSTITUTIONS, INC. ON FEBRUARY 28, 2019 Exhibit 99.1 FOR IMMEDIATE RELEASE Financial Institutions, Inc. Announces Change in Leadership WARSAW, NY – July 1, 2020 – Financial Institutions, Inc. (NASDAQ:FISI) (the “Company”), parent company of Five Star Bank (the “Bank”), SDN Insurance Agency, LLC (“SDN”), Courier Capital, LLC (“Courier Capi

July 1, 2020 8-K

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2020 Financial Institutions, Inc. (Exact name of Registrant as Specified in Its Charter) New York 0-26481 16-0816610 (State or Other Jurisdiction of Incorporation) (Commissio

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