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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) | (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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 22, 2025, Financial Institutions, Inc. (the “Company”) increased the size of its Board of Directors from eleven to twelve members and appointed Ms. Angela J. Panzarella to fill the newly-created vacancy on the Board of Directors. Ms. Panzarella will serve on the Audit and Management Development & Compensation Committees of the Board of Directors. She is independent under the independence standards of NASDAQ. Ms. Panzarella will participate in the Company’s non-employee director compensation arrangements generally applicable to all of the Company’s non-employee directors and will receive pro-rated Board of Director and committee retainers in addition to a pro-rated stock award. She is expected to be nominated to stand for election at the Company’s next annual meeting of shareholders.

Ms. Panzarella was not appointed pursuant to any arrangement or understanding with any person. Neither Ms. Panzarella nor any of her immediate family has been a party to any transaction with the Company, nor is any such transaction currently proposed, that would be reportable under Item 404(a) of Regulation S-K.

On January 27, 2025, the Company issued a press release announcing the increase in size of its Board of Directors and the appointment of Ms. Panzarella. A copy of this press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number |  | Description |  | Location
99.1 |  | Press Release issued by Financial Institutions, Inc. on January 27, 2025 |  | 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: | January 27, 2025 | By: | /s/ W. Jack Plants, II
|  |  | W. Jack Plants, II Executive Vice President, Chief Financial Officer and Treasurer