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SCHEDULE 13D 0001569147 XXXXXXXX LIVE Common Stock, par value $0.01 per share 03/12/2025 false 0000862831 317585404 FINANCIAL INSTITUTIONS, INC 220 LIBERTY STREET WARSAW NY 14569 Mr. John W. Palmer (239) 777-0187 PL Capital Advisors, LLC 750 Eleventh Street South, Suite 202 Naples FL 34102 Copy to: Phillip M. Goldberg (312) 832-4549 Foley & Lardner LLP 321 North Clark Street, Suite 2800 Chicago IL 60654-5313 Copy to: Peter D. Fetzer (414) 297-5596 Foley & Lardner LLP 777 East Wisconsin Avenue, Suite 3800 Milwaukee WI 53202-5306 0001569147 PL Capital Advisors, LLC a WC DE 0 1260801 0 1260801 1260801 N 6.3 IA 0001204244 PALMER JOHN W a AF X1 4000 1260801 4000 1260801 1264801 N 6.3 IN 0001204241 LASHLEY RICHARD J a AF X1 0 1264001 0 1264001 1264001 N 6.3 IN 0001588959 Black Maple Capital Management LP a WC X1 0 13000 0 13000 13000 N 0 IA The reporting person's percentage ownership of the common stock is less than 0.00% of the outstanding shares of common stock. Y Black Maple Capital Holdings LLC a AF X1 0 13000 0 13000 13000 N 0 HC The reporting person's percentage ownership of the common stock is less than 0.00% of the outstanding shares of common stock. Y Robert Barnard a AF X1 0 13000 0 13000 13000 N 0 IN The reporting person's percentage ownership of the common stock is less than 0.00% of the outstanding shares of common stock. Y Danielle Morgan Lashley 2010 Trust a AF NJ 0 2000 0 2000 2000 N 0 OO The reporting person's percentage ownership of the common stock is less than 0.00% of the outstanding shares of common stock. Y Danielle Lashley a AF X1 0 2000 0 2000 2000 N 0 IN The reporting person's percentage ownership of the common stock is less than 0.00% of the outstanding shares of common stock. Y Lashley Family 2011 Trust a AF NJ 0 5100 0 5100 5100 N 0 OO The reporting person's percentage ownership of the common stock is less than 0.00% of the outstanding shares of common stock. Y Beth Lashley a AF X1 0 5100 0 5100 5100 N 0 IN The reporting person's percentage ownership of the common stock is less than 0.00% of the outstanding shares of common stock. Y Robin Lashley a AF X1 0 1200 0 1200 1200 N 0 IN The reporting person's percentage ownership of the common stock is less than 0.00% of the outstanding shares of common stock. Common Stock, par value $0.01 per share FINANCIAL INSTITUTIONS, INC 220 LIBERTY STREET WARSAW NY 14569 This Schedule 13D is being filed by (collectively, the "Reporting Persons"): PL Capital Advisors, LLC, a Delaware limited liability company and SEC registered investment adviser under the Investment Advisers Act of 1940 ("PL Capital Advisors"); Richard J. Lashley, a managing member of PL Capital Advisors; and John W. Palmer, a managing member of PL Capital Advisors (collectively, the "PL Capital Reporting Persons"). Black Maple Capital Management LP, a Delaware limited partnership and SEC registered investment adviser under the Investment Advisers Act of 1940 ("Black Maple Capital"); Black Maple Capital Holdings LLC, a Delaware limited liability company and the General Partner of Black Maple Capital ("Black Maple Holdings"); and Robert Barnard, as the managing member of Black Maple Holdings (collectively, the "Black Maple Reporting Persons"). Richard J. Lashley, as a Co-Trustee of the Danielle Morgan Lashley 2010 Trust, a New Jersey trust (the "Danielle Lashley Trust"), and as the holder of discretionary authority over a brokerage account owned by Robin Lashley. John W. Palmer, as an individual, and as the beneficiary and Trustee of his defined contribution pension plan. Danielle Lashley, as Co-Trustee and beneficiary of the Danielle Lashley Trust. Robin Lashley, as an individual. Lashley Family 2011 Trust, a New Jersey trust (the "Lashley Family Trust"). Beth Lashley, Trustee and beneficiary of the Lashley Family Trust. The Reporting Persons may be deemed to be members of a group with respect to the Company or securities of the Company for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Reporting Persons declare that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, (i) acting (or have agreed or are agreeing to act) with any other person as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Company or otherwise with respect to the Company or any securities of the Company; or (ii) a member of any syndicate or group with respect to the Company or any securities of the Company. The joint filing agreement of the Reporting Persons is attached as Exhibit 99.1 to this initial Schedule 13D. The principal business address of the PL Capital Reporting Persons is 750 Eleventh Street South, Suite 202, Naples, FL 34102. The principal business address of the Black Maple Reporting Persons is 250 E. Wisconsin Avenue, Suite 1250, Milwaukee, WI 53202. The principal business address of the Danielle Morgan Lashley 2010 Trust is c/o Richard Lashley, Co-Trustee, 415 L'Ambiance Drive, Unit E-707, Longboat Key, FL 34228. The principal business address of Danielle Lashley is 1004 Nicholson Road, Wynnewood, PA, 19096. The principal business address of the Lashley Family Trust is c/o Beth Lashley, Trustee, 415 L'Ambiance Drive, Unit E-707, Longboat Key, FL 34228. The principal business address of Beth Lashley is 415 L'Ambiance Drive, Unit E-707. Longboat Key, FL 34228. The principal business address of Robin Lashley is c/o Richard Lashley, 415 L'Ambiance Drive, Unit E-707, Longboat Key, FL 34228. The principal business of PL Capital Advisors is to serve as an investment manager or adviser to various investment partnerships, funds and managed accounts (each a PL Capital Advisors Client and, collectively, the PL Capital Advisors Clients). The principal occupation of Messrs. Lashley and Palmer is investment management through their ownership and control over the affairs of PL Capital Advisors. PL Capital Advisors has sole voting and dispositive power over the Common Stock held on behalf of the PL Capital Advisors Clients, which is deemed shared with the two Managing Members of PL Capital Advisors. The PL Capital Advisors Clients do not have the right to acquire voting or dispositive power over the Common Stock within sixty days. The principal business of Black Maple Capital is to serve as an investment manager or adviser to various investment partnerships, funds and managed accounts (each a Black Maple Capital Client and, collectively, the Black Maple Capital Clients). Black Maple Holdings is the General Partner of Black Maple Capital. The principal occupation of Mr. Barnard is investment management through his ownership and control over the affairs of Black Maple Capital. The principal business of the Danielle Lashley Trust is to serve as a trust for the benefit of Danielle Lashley. The principal business of the Lashley Family Trust is to serve as a trust for the benefit of Beth Lashley. Danielle Lashley is an individual, and serves as the Co-Trustee of the Danielle Lashley Trust. Beth Lashley is an individual, and serves as the Trustee of the Lashley Family Trust. Robin Lashley is an individual, and is a retired university professor. The PL Capital Reporting Persons and the Black Maple Reporting Persons share voting and dispositive power over the Common Stock held by PL Capital / Black Maple Financial Fund, L.P., which is a joint PL Capital Advisors Client and Black Maple Capital Client. The PL Capital / Black Maple Financial Fund, L.P. does not have the right to obtain voting or dispositive power over any of the shares of Common Stock within sixty days, and is therefore not deemed to beneficially own the shares of Common Stock pursuant to Rule 13d-3 under the Exchange Act. During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors. During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect at such laws. Richard Lashley, John Palmer, Robert Barnard, Danielle Lashley, Beth Lashley and Robin Lashley are citizens of the United States. In aggregate, the Reporting Persons have voting and dispositive power over 1,273,101 shares of Common Stock of the Company acquired at an aggregate cost of $32,055,603. PL Capital Advisors holds sole voting and dispositive power over 1,260,801 shares of Common Stock acquired at a cost of $31,759,852 on behalf of the PL Capital Advisors Clients. PL Capital Advisors and Black Maple Capital share voting and dispositive power over 13,000 shares of Common Stock acquired on behalf of the PL Capital / Black Maple Financial Fund, L.P. acquired at a cost of $353,133. The Danielle Lashley Trust, Richard Lashley and Danielle Lashley share voting and dispositive power over 2,000 shares of Common Stock held by the Danielle Lashley Trust acquired at a cost of $49,780. The Lashley Family Trust and Beth Lashley share voting and dispositive power over 5,100 shares of Common Stock held by the Lashley Family Trust acquired at a cost of $126,608. Robin Lashley and Richard Lashley share voting and dispositive power over 1,200 shares of Common Stock held by Robin Lashley acquired at a cost of $29,868. John Palmer as an individual holds sole voting and dispositive power over 4,000 shares of Common Stock he holds in his defined contribution pension plan, acquired at a cost of $89,495. Mr. Lashley, Mr. Palmer and PL Capital Advisors are deemed to beneficially own Common Stock held on behalf of the PL Capital Advisors Clients under Rule 13d-3 of the Exchange Act. Mr. Lashley and Mr. Palmer do not directly own any Common Stock. Mr. Barnard, Black Maple Holdings and Black Maple Capital are deemed to beneficially own Common Stock held on behalf of the Black Maple Capital Clients under Rule 13d-3 of the Exchange Act. Other than the PL Capital / Black Maple Financial Fund, L.P., currently no other shares of Common Stock are held on behalf of Black Maple Capital Clients. Mr. Barnard does not directly own any Common Stock. From time to time, the PL Capital Reporting Persons and the Black Maple Reporting Persons may have purchased or held Common Stock on margin provided by Goldman Sachs & Co. ("Goldman Sachs") on such firm's usual terms and conditions. All or part of the shares of Common Stock owned on behalf of the PL Capital Advisors Clients and the Black Maple Capital Clients may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans. Such loans, if any, generally bear interest at a rate based upon the federal funds rate plus a margin. Such indebtedness, if any, may be refinanced with other banks or broker-dealers. As of the date of this filing, there are no margin or other loans outstanding secured by Common Stock by any of the PL Capital Reporting Persons or Black Maple Reporting Persons. From time to time, the Danielle Lashley Trust, Lashley Family Trust, John Palmer, and Robin Lashley may have purchased or held Common Stock on margin provided by Charles Schwab & Co. Inc. or Fidelity Investments Inc. on such firms' usual terms and conditions. All or part of the shares of Common Stock owned on behalf of the persons and entities noted above may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans. Such loans, if any, generally bear interest at a rate based upon the federal funds rate plus a margin. Such indebtedness, if any, may be refinanced with other banks or broker-dealers. As of the date of this filing, there are no margin or other loans outstanding secured by Common Stock by any of the Reporting Persons. This is the Reporting Persons' initial Schedule 13D. The Reporting Persons beneficially own 6.3% of the Company in the aggregate, based upon the Company's outstanding shares of Common Stock as of February 28, 2025. The Reporting Persons acquired the Common Stock because they believed the Common Stock was undervalued at the time of purchase. The Reporting Persons intend to monitor the performance and corporate governance of the Company, as well as the actions of the Company's management and board. As it deems necessary, the Reporting Persons will assert their stockholder rights. The Reporting Persons may make purchases of shares of Common Stock in the future and may also dispose of any or all the shares of Common Stock held by them. To the extent the actions described herein may be deemed to constitute a "control purpose" with respect to the Exchange Act and the regulations thereunder, the Reporting Persons have such a purpose. Except as noted in this Schedule 13D, the Reporting Persons do not have any plans or proposals, which relate to, or would result in, any of the matters referred to in paragraphs (b) through (j), inclusive of Item (4) of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto. The Reporting Persons may make further purchases of shares of Common Stock, and the Reporting Persons may dispose of any or all the shares of Common Stock which they hold. The percentages used in this Schedule 13D are calculated based upon the number of outstanding shares of Common Stock, 20,077,893, reported as the number of outstanding shares as of February 28, 2025, in the Company's Form 10-K Annual Report filed on March 12, 2025. Because Messrs. Palmer and Lashley are the Managing Members of PL Capital Advisors, the investment manager or adviser to the PL Capital Advisors Clients, they are deemed to share the voting and dispositive power over the shares of Common Stock managed by PL Capital Advisors on behalf of the PL Capital Advisors Clients (including, without limitation, the PL Capital / Black Maple Financial Fund, L.P.). Because Black Maple Holdings is the General Partner of Black Maple Capital, the investment manager or adviser to the Black Maple Capital Clients (including, without limitation, the PL Capital / Black Maple Financial Fund, L.P.), it is deemed to share voting power and dispositive power over the shares of Common Stock managed by Black Maple Capital on behalf of the Black Maple Capital Clients. Because Mr. Barnard is the control person of Black Maple Holdings, the General Partner of Black Maple Capital, he is deemed to share voting power and dispositive power over the shares of Common Stock managed by Black Maple Capital on behalf of the Black Maple Capital Clients (including, without limitation, the PL Capital / Black Maple Financial Fund, L.P.). PL Capital Advisors and Black Maple Capital made the following purchases (and no sales) of Common Stock in the past sixty days on behalf of PL Capital Advisors Clients and Black Maple Capital Clients: Trade Date: 03/14/2025 Number of Shares Purchased: 83,709 Price Per Share: $25.97 Where and How Transaction Effected: Open Market Transaction Clients: PL Capital Advisors Clients (other than PL Capital / Black Maple Financial Fund, L.P.) Trade Date: 03/13/2025 Number of Shares Purchased: 76,624 Price Per Share: $26.00 Where and How Transaction Effected: Open Market Transaction Clients: PL Capital Advisors Clients (other than PL Capital / Black Maple Financial Fund, L.P.) Trade Date: 03/12/2025 Number of Shares Purchased: 69,450 Price Per Share: $26.15 Where and How Transaction Effected: Open Market Transaction Clients: PL Capital Advisors Clients (other than PL Capital / Black Maple Financial Fund, L.P.) Trade Date: 03/11/2025 Number of Shares Purchased: 64,784 Price Per Share: $25.78 Where and How Transaction Effected: Open Market Transaction Clients: PL Capital Advisors Clients (other than PL Capital / Black Maple Financial Fund, L.P.) Trade Date: 03/10/2025 Number of Shares Purchased: 54,773 Price Per Share: $26.12 Where and How Transaction Effected: Open Market Transaction Clients: PL Capital Advisors Clients (other than PL Capital / Black Maple Financial Fund, L.P.) Trade Date: 03/07/2025 Number of Shares Purchased: 30,107 Price Per Share: $26.77 Where and How Transaction Effected: Open Market Transaction Clients: PL Capital Advisors Clients (other than PL Capital / Black Maple Financial Fund, L.P.) Trade Date: 03/06/2026 Number of Shares Purchased: 35,768 Price Per Share: $26.94 Where and How Transaction Effected: Open Market Transaction Clients: PL Capital Advisors Clients (other than PL Capital / Black Maple Financial Fund, L.P.) Trade Date: 03/05/2025 Number of Shares Purchased: 32,492 Price Per Share: $26.91 Where and How Transaction Effected: Open Market Transaction Clients: PL Capital Advisors Clients (other than PL Capital / Black Maple Financial Fund, L.P.) Trade Date: 03/04/2025 Number of Shares Purchased: 39,243 Price Per Share: $27.00 Where and How Transaction Effected: Open Market Transaction Clients: PL Capital Advisors Clients (other than PL Capital / Black Maple Financial Fund, L.P.) Trade Date: 01/31/2025 Number of Shares Purchased: 9,000 Price Per Share: $26.89 Where and How Transaction Effected: Open Market Transaction Clients: PL Capital Advisors Clients (other than PL Capital / Black Maple Financial Fund, L.P.) Trade Date: 01/29/2025 Number of Shares Purchased: 17,900 Price Per Share: $26.98 Where and How Transaction Effected: Open Market Transaction Clients: PL Capital Advisors Clients (other than PL Capital / Black Maple Financial Fund, L.P.) Trade Date: 01/28/2025 Number of Shares Purchased: 43,100 Price Per Share: $26.99 Where and How Transaction Effected: Open Market Transaction Clients: PL Capital Advisors Clients (other than PL Capital / Black Maple Financial Fund, L.P.) Trade Date: 01/24/2025 Number of Shares Purchased: 30,000 Price Per Share: $27.00 Where and How Transaction Effected: Open Market Transaction Clients: PL Capital Advisors Clients (other than PL Capital / Black Maple Financial Fund, L.P.) Trade Date: 01/17/2025 Number of Shares Purchased: 10,000 Price Per Share: $26.95 Where and How Transaction Effected: Open Market Transaction Clients: PL Capital / Black Maple Financial Fund, L.P. Trade Date: 01/17/2025 Number of Shares Purchased: 160,100 Price Per Share: $26.95 Where and How Transaction Effected: Open Market Transaction Clients: PL Capital Advisors Clients (other than PL Capital / Black Maple Financial Fund, L.P.) Messrs. Palmer and Lashley During the past 60 days, Messrs. Palmer and Lashley did not have any transactions in the Common Stock other than the transactions effected by PL Capital Advisors on behalf of the PL Capital Advisors Clients. Black Maple Holdings and Mr. Barnard During the past 60 days, Black Maple Holdings and Mr. Barnard did not have any transactions in the Common Stock other than the transactions effected by Black Maple Capital on behalf of the Black Maple Capital Clients. Danielle Lashley Trust and the Lashley Family Trust During the past 60 days, the Danielle Lashley Trust and the Lashley Family Trust did not have any transactions in the Common Stock. Danielle Lashley During the past 60 days, Danielle Lashley did not have any transactions in the Common Stock. Beth Lashley During the past 60 days, Beth Lashley did not have any transactions in the Common Stock. Robin Lashley During the past 60 days, Robin Lashley did not have any transactions in the Common Stock. NA NA PL Capital Advisors is the investment manager on behalf of the PL Capital Advisors Clients. Each of the Clients has granted to PL Capital Advisors the sole and exclusive authority to vote and dispose of the shares of Common Stock held on their behalf pursuant to a management agreement, except as provided below (namely, PL Capital / Black Maple Financial Fund, L.P., which has co-investment advisors). PL Capital Advisors is entitled to a fee for managing and advising these Clients, generally based upon a percentage of the Clients' capital. Affiliates of PL Capital Advisors, including PL Capital, LLC and Goodbody/PL Capital LLC, serve as the general partner of various partnerships managed and advised by PL Capital Advisors, including Financial Edge Fund, L.P., Financial Edge-Strategic Fund, L.P., PL Capital/Focused Fund, L.P., Goodbody/PL Capital, L.P., and PL Capital Plus Fund, LP, each a Delaware limited partnership. For serving as the general partner of these partnerships, PL Capital Advisors' affiliates are entitled to an allocation of a portion of net profits, if any, generated by the partnerships. PL Capital Advisors and Black Maple Capital are co-investment advisors on behalf of the PL Capital / Black Maple Financial Fund, L.P. The PL Capital / Black Maple Financial Fund, L.P. has granted to each of PL Capital Advisors and Black Maple Capital shared authority to vote and dispose of the shares of Common Stock held on its behalf pursuant to an investment management agreement. PL Capital Advisors and Black Maple Capital are entitled to a fee for managing and advising the PL Capital / Black Maple Financial Fund, L.P., and certain of their affiliates are entitled to an allocation of a portion of net profits, if any, for serving as the general partner. Danielle Lashley and Richard Lashley are Co-Trustees of the Danielle Lashley Trust for which they share voting and dispositive power over shares of Common Stock held by the Danielle Lashley Trust. Beth Lashley is the Trustee and beneficiary of the Lashley Family Trust for which she holds sole voting and dispositive power over shares of Common Stock held by the Lashley Family Trust. Richard Lashley has discretionary authority over an account held by Robin Lashley for which they share voting and dispositive power over shares of Common Stock held by Robin Lashley as an individual. John Palmer has sole voting and dispositive power over shares of Common Stock he holds as an individual in his defined contribution pension plan. Exhibit No. Description 99.1 Joint Filing Agreement PL Capital Advisors, LLC /s/ John W. Palmer John W. Palmer, Managing Member 03/17/2025 /s/ Richard J. Lashley Richard J. Lashley Managing Member 03/17/2025 PALMER JOHN W /s/ John W. Palmer John W. Palmer 03/17/2025 LASHLEY RICHARD J /s/ Richard J. Lashley Richard J. Lashley 03/17/2025 Black Maple Capital Management LP /s/ Robert Barnard Robert Barnard, Managing Member 03/17/2025 Black Maple Capital Holdings LLC /s/ Robert Barnard Robert Barnard, Managing Member 03/17/2025 Robert Barnard /s/ Robert Barnard Robert Barnard 03/17/2025 Danielle Morgan Lashley 2010 Trust /s/ Richard J. Lashley Richard J. Lashley, Trustee 03/17/2025 /s/ Danielle Lashley Danielle Lashley, Trustee 03/17/2025 Danielle Lashley /s/ Danielle Lashley Danielle Lashley 03/17/2025 Lashley Family 2011 Trust /s/ Beth Lashley Beth Lashley, Trustee 03/17/2025 Beth Lashley /s/ Beth Lashley Beth Lashley 03/17/2025 Robin Lashley /s/ Robin Lashley Robin Lashley 03/17/2025 John W. Palmer's signature as an individual is provided in his capacity as an individual and as the beneficiary and Trustee of his defined contribution pension plan.