PACOS GARY A. 4

What Happened

• Gary A. Pacos, Chief Risk Officer of Financial Institutions Inc. (FISI), had 2,302 restricted stock units (RSUs) convert into common shares on March 20, 2026 (reported as derivative conversion/exercise, code M). Of those shares, 829 were withheld to satisfy tax withholding obligations at $30.59 per share, totaling $25,359 (code F). The conversion had no exercise price, so net shares delivered to Pacos were approximately 1,473 (2,302 - 829). This was a vesting/settlement event, not an open-market purchase or sale.

Key Details

• Transaction date: 2026-03-20; Form 4 filed: 2026-03-23 (timely).
• Conversion: 2,302 RSUs -> 2,302 shares (reported as derivative conversion/exercise, code M).
• Tax withholding: 829 shares withheld at $30.59 each = $25,359 (code F).
• Net shares received: ~1,473 shares.
• Footnotes: F1/F2 indicate each RSU converts one-for-one into common stock.
• Shares owned after the transaction: not specified in the provided excerpt.

Context

• This was a routine compensation settlement (RSU vesting) and not an open‑market buy or sell. Withholding shares to cover taxes is common and does not necessarily indicate a change in the insider’s view of the stock. Purchases or sales are generally more informative about insider sentiment than routine vesting events.