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    Amendment: SEC Form SCHEDULE 13D/A filed by Financial Institutions Inc.

    10/2/25 5:03:38 PM ET
    $FISI
    Major Banks
    Finance
    Get the next $FISI alert in real time by email



    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549


    SCHEDULE 13D

    Under the Securities Exchange Act of 1934

    (Amendment No. 2)


    FINANCIAL INSTITUTIONS, INC

    (Name of Issuer)


    Common Stock, $0.01 par value

    (Title of Class of Securities)


    317585404

    (CUSIP Number)


    John W. Palmer
    PL Capital Advisors, LLC, 750 Eleventh Street South, Suite 202
    Naples, FL, 34102
    (239) 777-0187


    Copy to: Peter D. Fetzer
    Foley & Lardner LLP, 777 East Wisconsin Avenue, Suite 3800
    Milwaukee, WI, 53202-5306
    (414) 297-5596


    Copy to: Philip M. Goldberg
    Foley & Lardner LLP, 321 North Clark Street
    Chicago, IL, 60654-5313
    (312) 832-4549

    (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
    09/30/2025

    (Date of Event Which Requires Filing of This Statement)


    If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

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






    SCHEDULE 13D

    CUSIP No.
    317585404


    1 Name of reporting person

    PL Capital Advisors, LLC
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    WC
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    1,774,886.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    1,774,886.00
    11Aggregate amount beneficially owned by each reporting person

    1,774,886.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    8.8 %
    14Type of Reporting Person (See Instructions)

    IA



    SCHEDULE 13D

    CUSIP No.
    317585404


    1 Name of reporting person

    LASHLEY RICHARD J
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    AF
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    UNITED STATES
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    5,000.00
    8Shared Voting Power

    1,780,586.00
    9Sole Dispositive Power

    5,000.00
    10Shared Dispositive Power

    1,780,586.00
    11Aggregate amount beneficially owned by each reporting person

    1,785,686.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    8.9 %
    14Type of Reporting Person (See Instructions)

    IN



    SCHEDULE 13D

    CUSIP No.
    317585404


    1 Name of reporting person

    PALMER JOHN W
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    AF
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    UNITED STATES
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    4,000.00
    8Shared Voting Power

    1,774,886.00
    9Sole Dispositive Power

    4,000.00
    10Shared Dispositive Power

    1,774,886.00
    11Aggregate amount beneficially owned by each reporting person

    1,778,886.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    8.8 %
    14Type of Reporting Person (See Instructions)

    IN



    SCHEDULE 13D

    CUSIP No.
    317585404


    1 Name of reporting person

    Black Maple Capital Management LP
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    WC
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    UNITED STATES
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    31,989.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    31,989.00
    11Aggregate amount beneficially owned by each reporting person

    31,989.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    0.2 %
    14Type of Reporting Person (See Instructions)

    IA



    SCHEDULE 13D

    CUSIP No.
    317585404


    1 Name of reporting person

    Black Maple Capital Holdings LLC
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    AF
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    UNITED STATES
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    31,989.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    31,989.00
    11Aggregate amount beneficially owned by each reporting person

    31,989.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    0.2 %
    14Type of Reporting Person (See Instructions)

    OO



    SCHEDULE 13D

    CUSIP No.
    317585404


    1 Name of reporting person

    Barnard Robert James
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    AF
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    UNITED STATES
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    31,989.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    31,989.00
    11Aggregate amount beneficially owned by each reporting person

    31,989.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    0.2 %
    14Type of Reporting Person (See Instructions)

    IN



    SCHEDULE 13D

    CUSIP No.
    317585404


    1 Name of reporting person

    Danielle Morgan Lashley 2010 Trust
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    WC
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    UNITED STATES
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    3,000.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    3,000.00
    11Aggregate amount beneficially owned by each reporting person

    3,000.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    0.01 %
    14Type of Reporting Person (See Instructions)

    OO



    SCHEDULE 13D

    CUSIP No.
    317585404


    1 Name of reporting person

    Lashley Danielle Morgan
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    WC
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    UNITED STATES
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    3,000.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    3,000.00
    11Aggregate amount beneficially owned by each reporting person

    3,000.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    0.01 %
    14Type of Reporting Person (See Instructions)

    IN



    SCHEDULE 13D

    CUSIP No.
    317585404


    1 Name of reporting person

    Lashley Family 2011 Trust
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    WC
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    UNITED STATES
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    5,100.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    5,100.00
    11Aggregate amount beneficially owned by each reporting person

    5,100.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    0.03 %
    14Type of Reporting Person (See Instructions)

    OO



    SCHEDULE 13D

    CUSIP No.
    317585404


    1 Name of reporting person

    Lashley Beth
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    WC
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    UNITED STATES
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    5,100.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    5,100.00
    11Aggregate amount beneficially owned by each reporting person

    5,100.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    0.03 %
    14Type of Reporting Person (See Instructions)

    IN



    SCHEDULE 13D

    CUSIP No.
    317585404


    1 Name of reporting person

    Lashley Family 2012 Trust
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    WC
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    UNITED STATES
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    3,000.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    3,000.00
    11Aggregate amount beneficially owned by each reporting person

    3,000.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    0.01 %
    14Type of Reporting Person (See Instructions)

    OO



    SCHEDULE 13D

    CUSIP No.
    317585404


    1 Name of reporting person

    Lashley Robin
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    PF
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    UNITED STATES
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    1,200.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    1,200.00
    11Aggregate amount beneficially owned by each reporting person

    1,200.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    0.01 %
    14Type of Reporting Person (See Instructions)

    IN



    SCHEDULE 13D

    CUSIP No.
    317585404


    1 Name of reporting person

    Caitlin Anne Lashley 2010 Trust
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    WC
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    UNITED STATES
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    1,500.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    1,500.00
    11Aggregate amount beneficially owned by each reporting person

    1,500.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    0.01 %
    14Type of Reporting Person (See Instructions)

    OO



    SCHEDULE 13D

    CUSIP No.
    317585404


    1 Name of reporting person

    Fanelli Caitlin (nee Lashley)
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    WC
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    UNITED STATES
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    1,500.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    1,500.00
    11Aggregate amount beneficially owned by each reporting person

    1,500.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    0.01 %
    14Type of Reporting Person (See Instructions)

    IN



    SCHEDULE 13D

    Item 1.Security and Issuer
    (a)Title of Class of Securities:

    Common Stock, $0.01 par value
    (b)Name of Issuer:

    FINANCIAL INSTITUTIONS, INC
    (c)Address of Issuer's Principal Executive Offices:

    220 Liberty Street, Warsaw, NEW YORK , 14569.
    Item 2.Identity and Background
    (a)
    (a) This Schedule 13D is being filed by (collectively, the "Reporting Persons"): PL Capital Advisors, LLC, a Delaware limited liability company and SEC registered investment adviser under the Investment Advisers Act of 1940 ("PL Capital Advisors"); Richard J. Lashley, a managing member of PL Capital Advisors; and John W. Palmer, a managing member of PL Capital Advisors (collectively, the "PL Capital Reporting Persons"). Black Maple Capital Management LP, a Delaware limited partnership and SEC registered investment adviser under the Investment Advisers Act of 1940 ("Black Maple Capital"); Black Maple Capital Holdings LLC, a Delaware limited liability company and the General Partner of Black Maple Capital ("Black Maple Holdings"), and Robert Barnard, as the managing member of Black Maple Holdings (collectively, the "Black Maple Reporting Persons"). Richard J. Lashley, as a Co-Trustee of the Danielle Morgan Lashley 2010 Trust, a New Jersey trust (the "Danielle Lashley Trust"); as a Co-Trustee of the Caitlin Anne Lashley 2010 Trust, a New Jersey Trust (the "Caitlin Lashley Trust"); as the holder of discretionary authority over a brokerage account owned by Robin Lashley; and as the Trustee of the Lashley Family 2012 Trust, a New Jersey trust. John W. Palmer, as an individual, and as the Trustee of his defined contribution pension plan. Danielle M. Lashley, as a Co-Trustee of the Danielle Lashley Trust. Caitlin Anne Fanelli (nee Lashley), as a Co-Trustee of the Caitlin Lashley Trust. Robin Lashley, as an individual. Lashley Family 2011 Trust, a New Jersey trust. Lashley Family 2012 Trust, a New Jersey trust. Beth Lashley, as the Trustee of the Lashley Family 2011 Trust. The Reporting Persons may be deemed to be members of a group with respect to the Company or securities of the Company for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Reporting Persons declare that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, (i) acting (or have agreed or are agreeing to act) with any other person as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Company or otherwise with respect to the Company or any securities of the Company; or (ii) a member of any syndicate or group with respect to the Company or any securities of the Company.
    (b)
    (a) The principal business address of the PL Capital Reporting Persons is 750 Eleventh Street South, Suite 202, Naples, FL 34102. The principal business address of the Black Maple Reporting Persons is 250 E. Wisconsin Avenue, Suite 1250, Milwaukee, WI 53202. The principal business address of the Danielle Lashley Trust is c/o Richard Lashley, Co- Trustee, 415 L'Ambiance Drive, Unit E-707, Longboat Key, FL 34228. The principal business address of Danielle M. Lashley is 1004 Nicholson Road, Wynnewood, PA, 19096. The principal business address of the Caitlin Lashley Trust is c/o Richard Lashley, Co- Trustee, 415 L'Ambiance Drive, Unit E-707, Longboat Key, FL 34228. The principal business address of Caitlin Fanelli is 57 Alexanders Court, Newtown, PA 18940. The principal business address of the Lashley Family 2011 Trust is c/o Beth Lashley, Trustee, 415 L'Ambiance Drive, Unit E-707, Longboat Key, FL 34228. The principal business address of the Lashley Family 2012 Trust is c/o Richard Lashley, Trustee, 415 L'Ambiance Drive, Unit E-707, Longboat Key, FL 34228. The principal business address of Beth Lashley is 415 L'Ambiance Drive, Unit E-707, Longboat Key, FL 34228. The principal business address of Robin Lashley is c/o Richard Lashley, 415 L'Ambiance Drive, Unit E-707, Longboat Key, FL 34228.
    (c)
    The principal business of PL Capital Advisors is to serve as an investment manager or adviser to various investment partnerships, funds and managed accounts (each a "PL Capital Advisors Client" and, collectively, the "PL Capital Advisors Clients"). The principal occupation of Messrs. Lashley and Palmer is investment management through their ownership and control over the affairs of PL Capital Advisors. The PL Capital Advisors Clients do not have the right to acquire voting or dispositive power over the Common Stock within sixty days. The principal business of Black Maple Capital is to serve as an investment manager or adviser to various investment partnerships, funds and managed accounts (each a "Black Maple Capital Client" and, collectively, the "Black Maple Capital Clients"). Black Maple Holdings is the General Partner of Black Maple Capital. The principal occupation of Mr. Barnard is investment management through his ownership and control over the affairs of Black Maple Capital. The Black Maple Capital Clients do not have the right to acquire voting or dispositive power over the Common Stock within sixty days. The principal business of the Danielle Lashley Trust is to serve as a trust for the benefit of Danielle Lashley. The principal business of the Caitlin Lashley Trust is to serve as a trust for the benefit of Caitlin Fanelli (nee Lashley). The principal business of the Lashley Family 2011 Trust is to serve as a trust for the benefit of Beth Lashley. The principal business of the Lashley Family 2012 Trust is to serve as a trust for the benefit of Richard Lashley. Danielle Lashley is an individual, and serves as the Co-Trustee of the Danielle Lashley Trust. Beth Lashley is an individual and serves as the Trustee of the Lashley Family 2011 Trust. Robin Lashley is an individual and is a retired university professor. Caitlin Fanelli (nee Lashley) is an individual and serves as Co-Trustee of the Caitlin Lashley Trust. The PL Capital Reporting Persons and the Black Maple Reporting Persons share voting and dispositive power over the Common Stock held by PL Capital / Black Maple Financial Fund, L.P., which is a joint PL Capital Advisors Client and Black Maple Capital Client. The PL Capital / Black Maple Financial Fund, L.P. does not have the right to obtain voting or dispositive power over any of the shares of Common Stock within sixty days, and is therefore not deemed to beneficially own the shares of Common Stock pursuant to Rule 13d-3 under the Exchange Act.
    (d)
    During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
    (e)
    During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
    (f)
    Richard Lashley, John Palmer, Robert Barnard, Danielle Lashley, Beth Lashley and Robin Lashley are citizens of the United States.
    Item 3.Source and Amount of Funds or Other Consideration
     
    In aggregate, the Reporting Persons have voting and dispositive power over 1,794,686 shares of Common Stock of the Company acquired at an aggregate cost of $45,567,470. PL Capital Advisors holds shared voting and dispositive power over 1,774,886 shares of Common Stock acquired at a cost of $45,078,138 on behalf of the PL Capital Advisors Clients. PL Capital Advisors and Black Maple Capital share voting and dispositive power over 31,989 shares of Common Stock acquired on behalf of the PL Capital / Black Maple Financial Fund, L.P. acquired at a cost of $831,442.. The Danielle Lashley Trust, Richard Lashley and Danielle Lashley share voting and dispositive power over 3,000 shares of Common Stock held by the Danielle Lashley Trust acquired at a cost of $75,728. The Caitlin Lashley Trust, Richard Lashley and Caitlin Fanelli share voting and dispositive power over 1,500 shares of Common Stock held by the Caitlin Lashley Trust acquired at a cost of $38,963. The Lashley Family 2011 Trust and Beth Lashley share voting and dispositive power over 5,100 shares of Common Stock held by the Lashley Family 2011 Trust acquired at a cost of $126,608. The Lashley Family 2012 Trust and Richard Lashley share voting and dispositive power over 3,000 shares of Common Stock held by the Lashley Family 2012 Trust acquired at a cost of $77,670. Robin Lashley and Richard Lashley share voting and dispositive power over 1,200 shares of Common Stock held by Robin Lashley acquired at a cost of $29,868. John Palmer as an individual holds sole voting and dispositive power over 4,000 shares of Common Stock he holds in his defined contribution pension plan, acquired at a cost of $89,495. Richard Lashley as an individual holds sole voting and dispositive power over 2,000 shares of Common Stock he holds in his Individual Retirement Account, acquired at a cost of $51,000. Mr. Lashley, Mr. Palmer and PL Capital Advisors are deemed to beneficially own Common Stock held on behalf of the PL Capital Advisors Clients under Rule 13d-3 of the Exchange Act. Mr. Barnard, Black Maple Holdings and Black Maple Capital are deemed to beneficially own Common Stock held on behalf of the Black Maple Capital Clients under Rule 13d-3 of the Exchange Act. Other than the PL Capital / Black Maple Financial Fund, L.P., currently no other shares of Common Stock are held on behalf of Black Maple Capital Clients. Mr. Barnard does not directly own any Common Stock. The source of funds for all of the Common Stock held by the Reporting Persons was working capital or personal funds, as applicable. From time to time, the PL Capital Reporting Persons and the Black Maple Reporting Persons may have purchased or held Common Stock on margin provided by Goldman Sachs & Co. ("Goldman Sachs") on such firm's usual terms and conditions. All or part of the shares of Common Stock owned on behalf of the PL Capital Advisors Clients and the Black Maple Capital Clients may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans. Such loans, if any, generally bear interest at a rate based upon the federal funds rate plus a margin. Such indebtedness, if any, may be refinanced with other banks or broker-dealers. As of the date of this filing, there are no margin or other loans outstanding secured by Common Stock by any of the PL Capital Reporting Persons or Black Maple Reporting Persons. From time to time, the Danielle Lashley Trust, Caitlin Lashley Trust, Lashley Family 2011 Trust, Lashley Family 2012 Trust, John Palmer, and Robin Lashley may have purchased or held Common Stock on margin provided by Charles Schwab & Co. Inc. or Fidelity Investments Inc. on such firms' usual terms and conditions. All or part of the shares of Common Stock owned on behalf of the those persons and entities may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans. Such loans, if any, generally bear interest at a rate based upon the federal funds rate plus a margin. Such indebtedness, if any, may be refinanced with other banks or broker-dealers. As of the date of this filing, there are no margin or other loans outstanding secured by Common Stock by any of the Reporting Persons.
    Item 4.Purpose of Transaction
     
    This is the Reporting Persons' second amended Schedule 13D. The Reporting Persons beneficially own 8.9% of the Company in the aggregate, based upon the Company's outstanding shares of Common Stock as of July 31, 2025. The Reporting Persons acquired the Common Stock because they believed the Common Stock was undervalued at the time of purchase. The Reporting Persons intend to monitor the performance and corporate governance of the Company, as well as the actions of the Company's management and board. As it deems necessary, the Reporting Persons will assert their stockholder rights. To the extent the actions described herein may be deemed to constitute a "control purpose" with respect to the Exchange Act and the regulations thereunder, the Reporting Persons have such a purpose. Except as noted in this Schedule 13D, the Reporting Persons do not have any plans or proposals, which relate to, or would result in, any of the matters referred to in paragraphs (b) through (j), inclusive of Item (4) of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto. The Reporting Persons may make further purchases of shares of Common Stock, and the Reporting Persons may dispose of any or all the shares of Common Stock which they hold.
    Item 5.Interest in Securities of the Issuer
    (a)
    The percentages used in this Schedule 13D are calculated based upon the number of outstanding shares of Common Stock, 20,129,633, reported as the number of outstanding shares as of July 31, 2025, in the Company's Form 10-Q Quarterly Report filed with the Securities Exchange Commission on August 4, 2025. Because Messrs. Palmer and Lashley are the Managing Members of PL Capital Advisors, the investment manager or adviser to the PL Capital Advisors Clients, they are deemed to share the voting and dispositive power over the shares of Common Stock managed by PL Capital Advisors on behalf of the PL Capital Advisors Clients (including, without limitation, the PL Capital / Black Maple Financial Fund, L.P.). Because Black Maple Holdings is the General Partner of Black Maple Capital, the investment manager or adviser to the Black Maple Capital Clients (including, without limitation, the PL Capital / Black Maple Financial Fund, L.P.), it is deemed to share voting power and dispositive power over the shares of Common Stock managed by Black Maple Capital on behalf of the Black Maple Capital Clients. Because Mr. Barnard is the control person of Black Maple Holdings, the General Partner of Black Maple Capital, he is deemed to share voting power and dispositive power over the shares of Common Stock managed by Black Maple Capital on behalf of the Black Maple Capital Clients (including, without limitation, the PL Capital / Black Maple Financial Fund, L.P.).
    (b)
    Name of Reporting Person: PL Capital Advisors, LLC Number of Shares Beneficially Owned with Sole Voting and Dispositive Power: None Number of Shares Beneficially Owned with Shared Voting and Dispositive Power: 1,774,886 Name of Reporting Person: Richard J. Lashley Number of Shares Beneficially Owned with Sole Voting and Dispositive Power: 5,000 (includes 2,000 shares held in Mr. Lashley's IRA and 3,000 shares held in the Lashley Family 2012 Trust) Number of Shares Beneficially Owned with Shared Voting and Dispositive Power: 1,785,586 Additional Information: Because Messrs. Palmer and Lashley are the Managing Members of PL Capital Advisors, the investment manager or adviser to the Clients, they are deemed to share the voting and dispositive power over the shares of Common Stock managed by PL Capital Advisors on behalf of the Clients. And because Mr. Lashley is the co-Trustee of the Danielle Lashley Trust and the Caitlin Lashley Trust, and is the holder of discretionary authority for Robin Lashley, Mr. Lashley is deemed to share the voting and dispositive power over the shares of Common Stock held by these persons and entities. Name of Reporting Person: John W. Palmer Number of Shares Beneficially Owned with Sole Voting and Dispositive Power: 4,000 (these shares are held in Mr. Palmer's defined contribution plan) Number of Shares Beneficially Owned with Shared Voting and Dispositive Power: 1,778,886 Additional Information: Because Messrs. Palmer and Lashley are the Managing Members of PL Capital Advisors, the investment manager or adviser to the Clients, they are deemed to share the voting and dispositive power over the shares of Common Stock managed by PL Capital Advisors on behalf of the Clients. Name of Reporting Persons: Black Maple Capital Holdings, Black Maple Capital and Robert Barnard Number of Shares Beneficially Owned with Sole Voting and Dispositive Power: 0 Number of Shares Beneficially Owned with Shared Voting and Dispositive Power: 31,989 Because Black Maple Holdings is the General Partner of Black Maple Capital, the investment manager or adviser to the Black Maple Capital Clients (including, without limitation, the PL Capital / Black Maple Financial Fund, L.P.), it is deemed to share voting power and dispositive power over the shares of Common Stock managed by Black Maple Capital on behalf of the Black Maple Capital Clients. Because Mr. Barnard is the control person of Black Maple Holdings, the General Partner of Black Maple Capital, he is deemed to share voting power and dispositive power over the shares of Common Stock managed by Black Maple Capital on behalf of the Black Maple Capital Clients (including, without limitation, the PL Capital / Black Maple Financial Fund, L.P.). Name of Reporting Persons: Danielle Lashley Trust, Danielle Lashley and Richard Lashley Number of Shares Beneficially Owned with Sole Voting and Dispositive Power: 0 Number of Shares Beneficially Owned with Shared Voting and Dispositive Power: 3,000 Name of Reporting Persons: Cailtin Lashley Trust, Caitlin Fanelli and Richard Lashley Number of Shares Beneficially Owned with Sole Voting and Dispositive Power: 0 Number of Shares Beneficially Owned with Shared Voting and Dispositive Power: 1,500 Name of Reporting Persons: Lashley Family 2011 Trust and Beth Lashley Number of Shares Beneficially Owned with Sole Voting and Dispositive Power: 0 Number of Shares Beneficially Owned with Shared Voting and Dispositive Power: 5,100 Name of Reporting Persons: Robin Lashley and Richard Lashley Number of Shares Beneficially Owned with Sole Voting and Dispositive Power: 0 Number of Shares Beneficially Owned with Shared Voting and Dispositive Power: 1,200
    (c)
    The Reporting Persons made transactions in the Common Stock within the past 60 days as noted below: Messrs. Palmer and Lashley (a)-(b) See cover page. (c) During the past 60 days, Messrs. Palmer and Lashley did not have any transactions in the Common Stock other than the transactions effected by PL Capital Advisors on behalf of the PL Capital Advisors Clients. Black Maple Holdings and Mr. Barnard (a)-(b) See cover page. (c) During the past 60 days, Black Maple Holdings and Mr. Barnard did not have any transactions in the Common Stock other than the transactions effected by Black Maple Capital on behalf of the Black Maple Capital Clients. PL Capital Advisors and Black Maple Capital Transactions in Common Stock (a)-(b) See cover page. (c) PL Capital Advisors and Black Maple Capital made the following purchases (and no sales) of Common Stock in the past sixty days on behalf of PL Capital Advisors Clients and Black Maple Capital Clients: Trade Date: 8/1/2025 Number of Shares Purchased: 25,000 Price Per Share: 24.85 Where and How Transaction Effected: Open Market Transaction Clients: PL Capital Advisors Clients (other than PL Capital / Black Maple Financial Fund, L.P.) Trade Date: 8/13/2025 Number of Shares Purchased: 46,518 Price Per Share: 26.39 Where and How Transaction Effected: Open Market Transaction Clients: PL Capital Advisors Clients (including PL Capital / Black Maple Financial Fund, L.P.) Trade Date: 8/14/2025 Number of Shares Purchased: 16,805 Price Per Share: 26.59 Where and How Transaction Effected: Open Market Transaction Clients: PL Capital Advisors Clients (other than PL Capital / Black Maple Financial Fund, L.P.) Trade Date: 8/15/2025 Number of Shares Purchased: 164 Price Per Share: 25.80 Where and How Transaction Effected: Open Market Transaction Clients: PL Capital Advisors Clients (other than PL Capital / Black Maple Financial Fund, L.P.) Trade Date: 8/18/2025 Number of Shares Purchased: 1,200 Price Per Share: 25.80 Where and How Transaction Effected: Open Market Transaction Clients: PL Capital Advisors Clients (other than PL Capital / Black Maple Financial Fund, L.P.) Trade Date: 8/20/2025 Number of Shares Purchased: 2,648 Price Per Share: 25.86 Where and How Transaction Effected: Open Market Transaction Clients: PL Capital Advisors Clients (other than PL Capital / Black Maple Financial Fund, L.P.) Trade Date: 8/21/2025 Number of Shares Purchased: 5,853 Price Per Share: 25.91 Where and How Transaction Effected: Open Market Transaction Clients: PL Capital Advisors Clients (other than PL Capital / Black Maple Financial Fund, L.P.) Trade Date: 8/22/2025 Number of Shares Purchased: 28,012 Price Per Share: 27.18 Where and How Transaction Effected: Open Market Transaction Clients: PL Capital Advisors Clients (other than PL Capital / Black Maple Financial Fund, L.P.) Trade Date: 8/28/2025 Number of Shares Purchased: 3,000 Price Per Share: 27.50 Where and How Transaction Effected: Open Market Transaction Clients: PL Capital Advisors Clients (other than PL Capital / Black Maple Financial Fund, L.P.) Trade Date: 9/15/2025 Number of Shares Purchased: 2,000 Price Per Share: 26.70 Where and How Transaction Effected: Open Market Transaction Clients: PL Capital Advisors Clients (other than PL Capital / Black Maple Financial Fund, L.P.) Trade Date: 9/19/2025 Number of Shares Purchased: 25 Price Per Share: 26.99 Where and How Transaction Effected: Open Market Transaction Clients: PL Capital Advisors Clients (other than PL Capital / Black Maple Financial Fund, L.P.) Trade Date: 9/22/2025 Number of Shares Purchased: 9,975 Price Per Share: 26.99 Where and How Transaction Effected: Open Market Transaction Clients: PL Capital Advisors Clients (other than PL Capital / Black Maple Financial Fund, L.P.) Trade Date: 9/22/2025 Number of Shares Purchased: 111 Price Per Share: 26.99 Where and How Transaction Effected: Open Market Transaction Clients: PL Capital Advisors Clients and Black Maple Capital Clients Trade Date: 9/26/2025 Number of Shares Purchased: 20,000 Price Per Share: 27.24 Where and How Transaction Effected: Open Market Transaction Clients: PL Capital Advisors Clients (other than PL Capital / Black Maple Financial Fund, L.P.) Trade Date: 9/29/2025 Number of Shares Purchased: 10,000 Price Per Share: 26.99 Where and How Transaction Effected: Open Market Transaction Clients: PL Capital Advisors Clients (other than PL Capital / Black Maple Financial Fund, L.P.) Trade Date: 9/30/2025 Number of Shares Purchased: 150,000 Price Per Share: 26.90 Where and How Transaction Effected: Open Market Transaction Clients: PL Capital Advisors Clients (other than PL Capital / Black Maple Financial Fund, L.P.) Trade Date: 9/30/2025 Number of Shares Purchased: 33,730 Price Per Share: 26.90 Where and How Transaction Effected: Open Market Transaction Clients: PL Capital Advisors Clients (other than PL Capital / Black Maple Financial Fund, L.P.) Danielle Lashley Trust (Danielle Lashley, Co-Trustee) (a)-(b) See cover page. (c) During the past 60 days, the Danielle Lashley Trust did not have any transactions in the Common Stock. Caitlin Lashley Trust (Caitlin Fanelli, Co-Trustee) (a)-(b) See cover page. (c) During the past 60 days, the Caitlin Lashley Trust did not have any transactions in the Common Stock. Lashley Family 2011 Trust (Beth Lashley, Trustee) (a)-(b) See cover page. (c) During the past 60 days, the Lashley Family 2011 Trust did not have any transactions in the Common Stock. Lashley Family 2012 Trust (Richard Lashley, Trustee) (a)-(b) See cover page. (c) During the past 60 days, the Lashley Family 2012 Trust did not have any transactions in the Common Stock. Robin Lashley (a)-(b) See cover page. (c) During the past 60 days, Robin Lashley did not have any transactions in the Common Stock. John Palmer (Defined Contribution Plan) (a)-(b) See cover page. (c) During the past 60 days, John Palmer's defined contribution plan did not have any transactions in the Common Stock.
    (d)
    PL Capital Advisors' Clients may be deemed to have the right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, the Common Stock owned on their behalf. The Black Maple Capital Clients may be deemed to have the right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, the Common Stock owned on their behalf. Except as set forth above, no person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares of Common Stock beneficially owned by the Reporting Persons. No advisory client is known to any Reporting Person to have, and except as otherwise set forth herein no Reporting Person has, the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than five percent of the Company's Common Stock.
    (e)
    Not Applicable.
    Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
     
    PL Capital Advisors is the investment manager on behalf of the Clients. Each of the Clients has granted to PL Capital Advisors the sole and exclusive authority to vote and dispose of the shares of Common Stock held on their behalf pursuant to a management agreement. PL Capital Advisors is entitled to a fee for managing and advising these Clients, generally based upon a percentage of the Clients' capital. Affiliates of PL Capital Advisors, including PL Capital, LLC and Goodbody/PL Capital LLC, serve as the general partner of various partnerships managed and advised by PL Capital Advisors, including Financial Edge Fund, L.P., Financial Edge-Strategic Fund, L.P., PL Capital/Focused Fund, L.P., PL Capital Plus Fund, L.P., PL Capital SPV #1, L.P., and Goodbody/PL Capital, L.P., each a Delaware limited partnership. For serving as the general partner of these partnerships, PL Capital Advisors' affiliates are entitled to an allocation of a portion of net profits, if any, generated by the partnerships. PL Capital Advisors and Black Maple Capital are co-investment advisors on behalf of the PL Capital / Black Maple Financial Fund, L.P. The PL Capital / Black Maple Financial Fund, L.P. has granted to each of PL Capital Advisors and Black Maple Capital shared authority to vote and dispose of the shares of Common Stock held on its behalf pursuant to an investment management agreement. PL Capital Advisors and Black Maple Capital are entitled to a fee for managing and advising the PL Capital / Black Maple Financial Fund, L.P., and certain of their affiliates are entitled to an allocation of a portion of net profits, if any, for serving as the general partner.
    Item 7.Material to be Filed as Exhibits.
     
    Exhibit 1: Joint Filing Agreement - Filed Previously.

        SIGNATURE 
     
    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     
    PL Capital Advisors, LLC
     
    Signature:/s/ John W. Palmer
    Name/Title:Managing Member
    Date:10/02/2025
     
    Signature:/s/ Richard J. Lashley
    Name/Title:Managing Member
    Date:10/02/2025
     
    LASHLEY RICHARD J
     
    Signature:/s/ Richard J. Lashley
    Name/Title:Richard J. Lashley
    Date:10/02/2025
     
    PALMER JOHN W
     
    Signature:/s/ John W. Palmer
    Name/Title:John W. Palmer
    Date:10/02/2025
     
    Black Maple Capital Management LP
     
    Signature:/s/ Robert Barnard
    Name/Title:Managing Member
    Date:10/02/2025
     
    Black Maple Capital Holdings LLC
     
    Signature:/s/ Robert Barnard
    Name/Title:Managing Member
    Date:10/02/2025
     
    Barnard Robert James
     
    Signature:/s/ Robert Jamaes Barnard
    Name/Title:/s/ Robert Jamaes Barnard
    Date:10/02/2025
     
    Danielle Morgan Lashley 2010 Trust
     
    Signature:/s/ Richard Lashley
    Name/Title:Trustee
    Date:10/02/2025
     
    Signature:/s/ Danielle Lashley
    Name/Title:Trustee
    Date:10/02/2025
     
    Lashley Danielle Morgan
     
    Signature:/s/ Danielle Morgan Lashley
    Name/Title:Danielle Morgan Lashley
    Date:10/02/2025
     
    Lashley Family 2011 Trust
     
    Signature:/s/ Beth Lashley
    Name/Title:Trustee
    Date:10/02/2025
     
    Lashley Beth
     
    Signature:/s/ Beth Lashley
    Name/Title:Beth Lashley
    Date:10/02/2025
     
    Lashley Family 2012 Trust
     
    Signature:/s/ Richard Lashley
    Name/Title:Trustee
    Date:10/02/2025
     
    Lashley Robin
     
    Signature:/s/ Robin Lashley
    Name/Title:Robin Lashley
    Date:10/02/2025
     
    Caitlin Anne Lashley 2010 Trust
     
    Signature:/s/ Richard Lashley
    Name/Title:Trustee
    Date:10/02/2025
     
    Signature:/s/ Caitlin Fanelli
    Name/Title:Trustee
    Date:10/02/2025
     
    Fanelli Caitlin (nee Lashley)
     
    Signature:/s/ Caitlin Fanelli
    Name/Title:/s/ Caitlin Fanelli
    Date:10/02/2025
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    Director Latella Robert N bought $100,000 worth of shares (4,000 units at $25.00) (SEC Form 4)

    4 - FINANCIAL INSTITUTIONS INC (0000862831) (Issuer)

    12/16/24 4:05:12 PM ET
    $FISI
    Major Banks
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    Director Zupan Mark bought $50,000 worth of shares (2,000 units at $25.00), increasing direct ownership by 21% to 11,674 units (SEC Form 4)

    4 - FINANCIAL INSTITUTIONS INC (0000862831) (Issuer)

    12/16/24 4:05:10 PM ET
    $FISI
    Major Banks
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    $FISI
    Large Ownership Changes

    This live feed shows all institutional transactions in real time.

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    Amendment: SEC Form SC 13G/A filed by Financial Institutions Inc.

    SC 13G/A - FINANCIAL INSTITUTIONS INC (0000862831) (Subject)

    11/12/24 2:33:58 PM ET
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    Major Banks
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    Amendment: SEC Form SC 13G/A filed by Financial Institutions Inc.

    SC 13G/A - FINANCIAL INSTITUTIONS INC (0000862831) (Subject)

    11/4/24 11:58:55 AM ET
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    Major Banks
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    SEC Form SC 13G/A filed by Financial Institutions Inc. (Amendment)

    SC 13G/A - FINANCIAL INSTITUTIONS INC (0000862831) (Subject)

    2/9/24 9:59:11 AM ET
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    Major Banks
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    Leadership Updates

    Live Leadership Updates

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    Five Star Bank Appoints Eric Marks Chief Consumer Banking Officer

    WARSAW, N.Y., March 06, 2025 (GLOBE NEWSWIRE) -- 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 has joined as Senior Vice President, Chief Consumer Banking Officer of the Bank. As Chief Consumer Banking Officer, Mr. Marks will have executive leadership and strategic oversight of the Bank's consumer lines of business, including Retail Banking, Residential Mortgage, and Small Business Banking, as well as its Customer Contact Center and Collections departments. Mr. Marks' deep banking experience, which includes many facets of consumer banking leadership, financial oversight and st

    3/6/25 4:05:00 PM ET
    $FISI
    Major Banks
    Finance

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

    WARSAW, N.Y., Jan. 27, 2025 (GLOBE NEWSWIRE) -- 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 22, 2025. Ms. Panzarella brings extensive business and nonprofit leadership experience, including as CEO of the YWCA of Rochester and Monroe County from 2018 to 2020 and through her 20-year tenure with Bausch + Lomb, as well as prior public company board experience. During her eight years of board service to publicly-traded Transcat, Inc., a Rochester-bas

    1/27/25 4:05:00 PM ET
    $FISI
    Major Banks
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    Blake Jones Named Chief Marketing Officer of Five Star Bank

    ROCHESTER, N.Y., Sept. 18, 2023 (GLOBE NEWSWIRE) -- Financial Institutions, Inc. (NASDAQ:FISI), parent company of Five Star Bank ("Five Star" or the "Bank"), SDN Insurance Agency, LLC, and Courier Capital, LLC announced that Blake Jones has joined as Senior Vice President, Chief Marketing Officer of the Bank. In this role, Ms. Jones will support development of the strategic framework and long-term vision for the Bank. She will lead both marketing and analytics on an enterprise-wide basis, focusing on strategy, brand and performance marketing, and audience insights. Ms. Jones will report to Justin K. Bigham, Executive Vice President, Chief Community Banking Officer. "As Five Star Bank gro

    9/18/23 9:00:00 AM ET
    $FISI
    Major Banks
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