Burruano Samuel J Jr 4

What Happened

• Samuel J. Burruano Jr., Chief Legal Officer of Financial Institutions, Inc. (FISI), had 2,416 restricted stock units (RSUs) convert into 2,416 shares on March 20, 2026. To satisfy tax withholding, 870 of those shares were surrendered at $30.59 per share, generating about $26,613 in tax payment.
• The RSU conversion shows no cash exercise price (the conversion is one-for-one), so Burruano received a net of 1,546 shares (2,416 vested − 870 withheld).

Key Details

• Transaction date: 2026-03-20; Form 4 filed: 2026-03-23 (filed within typical 2-business-day window).
• Conversion: 2,416 RSUs → 2,416 common shares (no cash exercise price).
• Tax withholding: 870 shares withheld/issued to cover taxes at $30.59 each, amounting to ~$26,613.
• Net new shares to insider: 1,546 shares.
• Footnotes: F1/F2 — each RSU represents a contingent right to one share and converts one-for-one into common stock.
• Shares owned after the transaction: not provided in the summary data.

Context

• This was a routine equity award conversion (RSU vesting) with share withholding to cover taxes — common for executive compensation and not the same as an open-market sale or purchase.
• The transaction is generally treated as neither a bullish purchase nor a discretionary sale by the insider; the withholding simply satisfies tax obligations related to the award.