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~~March 1204, 2026

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 File Number)	(IRS Employer Identification No.)

220 Liberty Street
Warsaw, New York		14569
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 585 786-1100

    

     Not Applicable

    

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	FISI	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 75.0102 RegulationDeparture FDof DisclosureDirectors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 4, 2026, Donald K. Boswell, a member of the Board of Directors (the “Board”) of Financial Institutions, Inc. (the “Company”) ~~issued~~and athe ~~press~~Board ~~release~~of ~~announcing~~Directors ~~that~~of onthe ~~February~~Company’s 12wholly-owned subsidiary, ~~2026~~Five Star Bank, ~~its~~informed the Board of ~~Directors~~his ~~declared~~decision anot ~~cash~~to ~~dividend~~stand for re-election at the 2026 Annual Meeting of $0Shareholders.32 ~~per~~His ~~common~~retirement ~~share.~~from ~~The~~both ~~Company~~boards ~~also~~following ~~announced~~nine ~~dividends~~years of ~~$0.75~~service ~~per~~will ~~share~~take oneffect ~~Series~~immediately Afollowing 3%the ~~Preferred~~2026 ~~Stock~~Annual ~~and~~Meeting $2of Shareholders.12 ~~per~~Mr. ~~share~~Boswell's ondecision ~~Series~~not Bto stand for re-1election ~~8.48%~~reflects ~~Preferred~~his ~~Stock.~~intent ~~All~~to ~~dividends~~pursue ~~are~~outside ~~payable~~interests, ~~April~~and 2it did not result from any disagreement with the Company, ~~2026~~the toBoard, ~~shareholders~~management, ofor ~~record~~any asmatter ofrelating ~~March~~to 13the Company’s operations, ~~2026~~policies or practices.

The press release issued by the Company is furnished as Exhibit 99.1 to this Form 8-K pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”), as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, of the Exchange Act, whether made before or after the date of this report, except as shall be expressly set forth by specific reference in such filing.SIGNATURES

~~Item~~Pursuant ~~9.01~~to ~~Financial~~the ~~Statements~~requirements ~~and~~of ~~Exhibits~~the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

(d) Exhibits.


			Financial Institutions, Inc.

Date:	March 10, 2026	By:	/s/ Samuel J. Burruano, Jr.
			Samuel J. Burruano, Jr. Executive Vice President, Chief Legal Officer and Corporate Secretary

ExhibitNumber	Description	Location
99.1	Press Release issued by Financial Institutions, Inc. on February 12, 2026	Filed Herewith
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			Financial Institutions, Inc.
Date:	February 12, 2026	By:	/s/ W. Jack Plants, II
			W. Jack Plants, IIExecutive Vice President, Chief Financial Officer and Treasurer

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