BIRMINGHAM MARTIN KEARNEY 4

What Happened

• Martin Kearney, President & CEO of Financial Institutions, Inc. (FISI), exercised/converted derivative awards to receive 10,672 shares on March 20, 2026. To satisfy tax withholding, 3,847 of those shares were surrendered/withheld at $30.59 each for proceeds of $117,680. Net new shares retained by Kearney from this transaction: 6,825.

Key Details

• Transaction date: 2026-03-20; Filing date: 2026-03-23 (filing appears timely).
• Reported entries:
  • Exercise/conversion (code M): 10,672 shares acquired.
  • Tax/withholding (code F): 3,847 shares disposed at $30.59 each, totaling $117,680.
  • A related derivative disposition of 10,672 shares was reported at $0 (reflects conversion/settlement mechanics).
• Shares owned after the transaction: not specified in the filing.
• Footnotes: F1/F2 indicate these were restricted stock units (RSUs) converting one-for-one into common shares (each RSU = one share).

Context

• This appears to be a routine exercise/conversion of equity awards with shares withheld to cover tax obligations (a cashless-withholding settlement). Such withholding is typical and does not necessarily signal a personal trading view on the stock.
• Transaction codes: M = option/derivative exercise or conversion; F = payment of exercise price or tax liability (share withholding).