Form 8-K

8-K — FINANCIAL INSTITUTIONS INC

Accession: 0001193125-26-173676

Filed: 2026-04-23

Period: 2026-03-31

CIK: 0000862831

SIC: 6021 (NATIONAL COMMERCIAL BANKS)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — fisi-20260331.htm (Primary)

EX-99.1 (fisi-ex99_1.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: fisi-20260331.htm · Sequence: 1

8-K

false000086283100008628312026-03-312026-03-31

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): March 31, 2026

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 (see General Instructions A.2. below):

☐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 Securities Exchange Act of 1934:

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 2.02 Results of Operations and Financial Condition.

On April 23, 2026, Financial Institutions, Inc. (the “Company”) issued a press release to report financial results for the first quarter ended March 31, 2026. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 7.01 Regulation FD Disclosure.

The Company published an investor presentation with data for the first quarter ended March 31, 2026. The presentation is available on the Company’s website at www.FISI-investors.com under “Events & Presentations”. Investors should note that the Company announces material information in Securities and Exchange Commission (“SEC”) filings and press releases. Based on guidance from the SEC, the Company may also use the Investor Relations section of its corporate website, www.FISI-investors.com, to communicate with investors about the Company. It is possible that the information posted there could be deemed to be material information. The information on the Company’s website is not incorporated by reference into this Current Report on Form 8-K.

This information is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”), as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, of the Exchange Act, whether made before or after the date of this report, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

d) Exhibits.

Exhibit

Number

Description

Location

99.1

Press Release issued by Financial Institutions, Inc. on April 23, 2026

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:

April 23, 2026

By:

/s/ W. Jack Plants II

W. Jack Plants II

Executive Vice President, Chief Financial Officer

and Treasurer

EX-99.1

Filename: fisi-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Financial Institutions, Inc. Reports Net Income Available to Common Shareholders of $20.6 million, or $1.04 per Diluted Share, for the First Quarter of 2026

Results highlighted by robust earnings and strong profitability metrics, including a 28.4% year-over-year increase in earnings per diluted share, return on average assets of 1.37%, return on average equity of 13.43% and an efficiency ratio of 57%

WARSAW, N.Y., April 23, 2026 – Financial Institutions, Inc. (NASDAQ: FISI) (the "Company," "we" or "us"), parent company of Five Star Bank (the "Bank") and Courier Capital, LLC ("Courier Capital"), today reported financial and operational results for the first quarter ended March 31, 2026, that reflect the Company's strong focus on high quality earnings and sustained profitability.

The Company reported net income of $21.0 million in the first quarter of 2026, compared to net income of $20.0 million in the fourth quarter of 2025 and $16.9 million in the first quarter of 2025. After preferred stock dividends, net income available to common shareholders was $20.6 million, or $1.04 per diluted share, in the first quarter of 2026, compared to net income of $19.6 million, or $0.96 per diluted share, in the fourth quarter of 2025, and $16.5 million, or $0.81 per diluted share, in the first quarter of 2025.

First Quarter 2026 Highlights and Key Developments:

•

Net interest margin of 3.67% reflected expansion of 5 and 32 basis points from the linked and year-ago quarters, respectively.

•

Return on average assets of 1.37% and efficiency ratio of 57% reflected strong revenue generation, supported by net interest income of $52.0 million and noninterest income of $10.7 million, as well as disciplined expense management, as noninterest expenses totaled $35.6 million for the first quarter of 2026.

•

Total loans of $4.63 billion at March 31, 2026 were up $74.3 million, or 1.6%, from March 31, 2025, driven by commercial lending in the Bank's Western and Central New York markets. While loans were down modestly on a linked quarter basis, reflecting higher payoffs and paydowns, we continue to target full year growth of 5%.

•

Total deposits at March 31, 2026 were $5.34 billion, up $131.5 million, or 2.5%, from December 31, 2025, and down modestly from March 31, 2025, primarily due to lower use of brokered deposits year-over-year and the completion of the Company's BaaS wind-down.

•

The Company's strong capital position enabled the repurchase of 163,197 common shares at an average price of $31.50 per share, during the quarter. Since December 2025, the Company has repurchased 500,066 shares, reflecting our commitment to maximizing capital in the best interest of shareholders.

•

In February, the Company's Board of Directors approved a 3.2% increase in its quarterly cash dividend to $0.32 per common share, a reflection of both its ongoing commitment to building shareholder value and its confidence in the Company’s long-term sustainable growth strategy.

"Our first quarter results demonstrate the strength of our community bank franchise, disciplined execution by our team and focus on profitability, which came together to support a more than 28% year-over-year increase in earnings per diluted share, a 27-basis-point year-over-year expansion of return on average assets, and further improvement in our efficiency ratio," said President and Chief Executive Officer Martin K. Birmingham. "Credit-disciplined loan production remains a priority for our team, and while first quarter originations were offset by higher-than-typical payoffs and paydowns, our pipelines are healthy and continue to build, supporting our confidence in our 5% full year 2026 loan growth target. We also continue to expect full-year charge-off activity to fall within our guided range, even with first quarter’s charge-off of a portion of a single commercial exposure, which as previously disclosed has been on nonaccrual status and for which specific reserve was in place. Heading into the second quarter, we remain committed to building full relationships with current and prospective customers, demonstrating continued expense discipline and generating profitable growth in 2026."

Chief Financial Officer and Treasurer W. Jack Plants II added, "During the first quarter, we continued the execution of our strategic actions to further strengthen our capital position and enhance shareholder value. As previously disclosed, in January we completed the refinancing of $65.0 million of legacy sub-debt issuances. We also continued to return capital to shareholders during the first quarter through the repurchase of 163,197 common shares and the increase of our common stock dividend by 3.2%. We delivered meaningful expansion in our return on average tangible common equity ratio(1), which increased to 15.04%, up 102 basis points from the linked quarter and 168 basis points from the prior year quarter. Collectively, these results underscore the strength of our balance sheet, the effectiveness of our disciplined capital management strategy, and our ongoing commitment to sustainable profitability and long-term shareholder returns."

Net Interest Income and Net Interest Margin

Net interest income was $52.0 million for the first quarter of 2026, a decrease of $218 thousand from the fourth quarter of 2025, and an increase of $5.1 million from the first quarter of 2025.

Average interest-earning assets for the current quarter of $5.72 billion were down $21.4 million from the fourth quarter of 2025 and up $73.3 million from the first quarter of 2025. The linked quarter decrease reflected an $18.2 million decrease in the average balance of Federal Reserve interest-earning cash and an $11.4 million decrease in the average balance of investment securities, partially offset by an $8.2 million increase in average loans. On a year-over-year basis, a $145.1 million increase in average loans was partially offset by a $41.5 million decrease in the average balance of Federal Reserve interest-earning cash and a $30.3 million decrease in the average balance of investment securities.

Average interest-bearing liabilities for the current quarter were $4.51 billion, reflecting a decrease of $29.8 million from the linked quarter and an increase of $6.7 million from the year-ago quarter. The decrease from the fourth quarter of 2025 was primarily due to a $33.9 million decrease in average long-term borrowings, an $18.5 million decrease in average savings and money market deposits and a $9.0 million decrease in average time deposits, partially offset by a $28.2 million increase in average short-term borrowings and a $3.3 million increase in average interest-bearing demand deposits. The modest year-over-year increase was primarily due to a $118.2 million increase in average time deposits and a $12.9 million increase in average short-term borrowings, partially offset by a $70.0 million decrease in average savings and money market deposits, a $28.8 million decrease in interest-bearing demand deposits and a $25.6 million decrease in long-term borrowings. The BaaS platform wind-down completed in the first quarter of 2026 was the primary driver of the reduction in average savings and money market deposits.

Net interest margin was 3.67% in the current quarter as compared to 3.62% in the fourth quarter of 2025, and 3.35% in the first quarter of 2025. Both the 5-basis-point increase from the linked quarter and 32-basis point increase from the year-ago quarter were driven by lower interest-bearing liability costs.

Noninterest Income

The Company reported noninterest income of $10.7 million for the first quarter of 2026, compared to $11.9 million in the fourth quarter of 2025 and $10.4 million in the first quarter of 2025.

•

Investment advisory income of $3.1 million was relatively flat with the fourth quarter of 2025 and $324 thousand higher than the first quarter of 2025, reflecting both new business and market performance.

•

Income from investments in limited partnerships of $224 thousand was $233 thousand lower than the fourth quarter of 2025 and $191 thousand lower than the first quarter of 2025. The Company has made several investments in limited partnerships, primarily small business investment companies, and accounts for these investments under the equity method. Income from these investments fluctuates based on the maturity and performance of the underlying investments.

•

Income from derivative instruments, net, of $239 thousand was $871 thousand lower than the linked quarter, and relatively flat with the year-ago quarter. Income from derivative instruments, net, is based on the number and value of interest rate swap transactions executed during the quarter combined with the impact of changes in the fair value of borrower-facing trades.

•

A net gain on investment securities of $328 thousand was recognized in the first quarter of 2026, compared to a net gain of $225 thousand in the fourth quarter of 2025. No gain was recorded in the first quarter of 2025.

•

A net loss on other assets of $481 thousand was recognized in the first quarter of 2026 related to the write-down of two branch locations that are held for sale as of March 31, 2026, compared to a net loss of $225 thousand in the fourth quarter of 2025 related to ongoing asset reviews and disposals. No gain or loss was recorded in the first quarter of 2025.

•

Other noninterest income of $1.8 million was $340 thousand higher than the fourth quarter of 2025 and $194 thousand higher than the first quarter of 2025. The linked quarter and year-over-year variances were driven by a variety of factors, including insurance recoveries recorded in the first quarter of 2026 related to a previously disclosed deposit-related charge-off.

Noninterest Expense

Noninterest expense was $35.6 million in the first quarter of 2026, compared to $36.7 million in the fourth quarter of 2025, and $33.7 million in the first quarter of 2025.

•

Salaries and employee benefits expense of $18.6 million was $722 thousand lower than the fourth quarter of 2025 and $1.7 million higher than the first quarter of 2025. The linked quarter variance was primarily driven by lower incentive compensation and lower medical expenses in the most recent quarter. The year-over-year increase reflected a combination of factors, including annual merit increases, incentive compensation and investments in personnel.

•

Professional services expense of $1.4 million was down $336 thousand and $341 thousand from the linked and year-ago quarters, respectively. The linked quarter decrease was due in part to the lower level of interest rate swap transactions executed during the most recent quarter and lower other professional and consulting fees. The year-over-year decline was primarily due to lower audit-related expenses and lower other professional and consulting fees.

•

Computer and data processing expense of $6.2 million was $277 thousand higher than the fourth quarter of 2025 and $724 thousand higher than the first quarter of 2025. The linked and year-over-year increases were due in part to the termination of a vendor relationship during the first quarter of 2026.

•

The Company recorded deposit-related charge-offs of $109 thousand, compared to $77 thousand in the fourth quarter of 2025. In the first quarter of 2025, the Company recorded deposit-related charge-off recoveries of $294 thousand, primarily driven by insurance proceeds related to a past commercial deposit charged-off item.

•

Other noninterest expense of $3.9 million was down $178 thousand from the linked quarter and $546 thousand from the year-ago quarter. The year-over-year variance was driven by a variety of factors, including lower other bank charges in the first quarter of 2026.

Income Taxes

Income tax expense was $3.8 million for the first quarter of 2026, compared to $4.0 million in the fourth quarter of 2025 and $3.7 million in the first quarter of 2025. The Company also recognized federal and state tax benefits related to tax credit investments placed in service and/or amortized during the first quarter of 2026, fourth quarter of 2025, and first quarter of 2025, resulting in income tax expense reductions of $1.0 million, $1.2 million, and $1.1 million, respectively.

The effective tax rate was 15.5% for the first quarter of 2026, 16.7% for the fourth quarter of 2025, and 18.2% for the first quarter of 2025. The effective tax rate fluctuates on a quarterly basis primarily due to the level of pre-tax earnings or loss and may differ from statutory rates because of interest income from tax-exempt securities, earnings on COLI, the tax impact of the COLI repositioning, and the impact of tax credit investments.

Balance Sheet and Capital Management

Total assets were $6.29 billion at March 31, 2026, up $20.6 million from December 31, 2025, and down $45.7 million from March 31, 2025.

Investment securities were $1.09 billion at March 31, 2026, up $78.6 million from December 31, 2025 and up $45.7 million from March 31, 2025.

Total loans were $4.63 billion at March 31, 2026, a decrease of $30.3 million, or 0.7%, from December 31, 2025, and an increase of $74.3 million, or 1.6%, from March 31, 2025.

•

Commercial business loans totaled $746.4 million, up $8.1 million, or 1.1%, from December 31, 2025, and up $37.3 million, or 5.3%, from March 31, 2025.

•

Commercial mortgage loans totaled $2.33 billion, a decrease of $10.5 million, or 0.4%, from December 31, 2025, and an increase of $103.5 million, or 4.6%, from March 31, 2025.

•

Residential real estate loans totaled $652.9 million, down $4.1 million, or 0.6%, from December 31, 2025, and up $8.9 million, or 1.4%, from March 31, 2025.

•

Consumer indirect loans totaled $787.9 million, down $19.4 million, or 2.4%, from December 31, 2025, and down $65.3 million, or 7.7%, from March 31, 2025.

Total deposits were $5.34 billion at March 31, 2026, up $131.5 million, or 2.5%, from December 31, 2025, and down $35.0 million, or 0.7%, from March 31, 2025. The increase from December 31, 2025 was primarily driven by seasonally higher public deposit balances and an increase in reciprocal deposits, partially offset by a decrease in non-public deposits. The decrease from March 31, 2025 was driven by a decrease in brokered and non-public deposits, partially offset by increases in reciprocal and public deposits. The recently completed wind-down of the Company's BaaS line of business was the primary driver of the decreases in both brokered and non-public deposits, as BaaS-related deposits declined from

approximately $55 million at March 31, 2025, to zero at March 31, 2026. The Company carried a higher level of brokered deposits amid the BaaS wind-down, which it has since reduced given growth of reciprocal and public deposits. Public deposit balances represented 23% of total deposits at March 31, 2026, 21% at December 31, 2025, and 23% at March 31, 2025.

Short-term borrowings were $114.0 million at March 31, 2026, compared to $109.0 million at December 31, 2025, and $55.0 million at March 31, 2025. Short-term borrowings and brokered deposits have historically been used to manage the seasonality of public deposits. Long-term borrowings, net, were $78.6 million at March 31, 2026, compared to $193.7 million at December 31, 2025, and $124.9 million at March 31, 2025.

Shareholders' equity was $631.7 million at March 31, 2026, compared to $628.9 million at December 31, 2025, and $589.9 million at March 31, 2025. Both the linked quarter period-end and year-over-year increases were primarily due to net income, net of dividends, retained.

Common book value per share was $31.21 at March 31, 2026, an increase of $0.32, or 1.0%, from $30.89 at December 31, 2025, and an increase of $2.73, or 9.6%, from $28.48 at March 31, 2025. Tangible common book value per share(1) was $28.15 at March 31, 2026, an increase of $0.31, or 1.1%, from $27.84 at December 31, 2025, and an increase of $2.69, or 10.6%, from $25.46 at March 31, 2025. The common equity to assets ratio was 9.76% at March 31, 2026, compared to 9.75% at December 31, 2025, and 9.03% at March 31, 2025. Tangible common equity to tangible assets(1), or the TCE ratio, was 8.89%, 8.87% and 8.15% at March 31, 2026, December 31, 2025, and March 31, 2025, respectively. The year-over-year increases in both ratios were reflective of the increase in shareholders' equity.

During the first quarter of 2026, the Company declared a common stock dividend of $0.32 per common share, an increase of $0.01, or 3.2%, over the linked and year-ago quarters. The dividend returned 30% of first quarter net income to common shareholders.

The Company's regulatory capital ratios at March 31, 2026 continued to exceed all regulatory capital requirements to be considered well capitalized.

•

Leverage Ratio was 9.89% compared to 9.69% and 9.24% at December 31, 2025, and March 31, 2025, respectively.

•

Common Equity Tier 1 Capital Ratio was 11.37% compared to 11.11% and 10.38% at December 31, 2025, and March 31, 2025, respectively.

•

Tier 1 Capital Ratio was 11.70% compared to 11.43% and 10.71% at December 31, 2025, and March 31, 2025, respectively.

•

Total Risk-Based Capital Ratio was 14.16%, compared to 14.90% and 13.09% at December 31, 2025, and March 31, 2025, respectively. The year-end 2025 total risk-based capital ratio was elevated as a result of the additional $80.0 million of capital on the balance sheet at that time related to the 2025 Notes, which impacted the ratio by approximately 150 basis points.

During the first quarter of 2026, the Company repurchased 163,197 common shares for an average price of $31.50 per share under the repurchase plan that was approved in September 2025. As of March 31, 2026, 503,313 shares remained available for repurchase under the plan, which does not have an expiration date.

Credit Quality

Non-performing loans were $38.5 million, or 0.83% of total loans, at March 31, 2026, compared to $35.8 million, or 0.77% of total loans, at December 31, 2025, and $40.0 million, or 0.88% of total loans, at March 31, 2025. The increase from December 31, 2025 primarily reflects one well-collateralized commercial business loan that moved to nonaccrual status in the first quarter of 2026, offset in part by the partial charge-off of a previously disclosed commercial business relationship placed on nonaccrual status in 2023 and for which a specific reserve was in place. Net charge-offs were $5.1 million, representing 0.44% of average loans on an annualized basis, for the current quarter, as compared to $2.4 million, or an annualized 0.21% of average loans, in the fourth quarter of 2025 and $2.4 million, or an annualized 0.21%, in the first quarter of 2025.

At March 31, 2026, the allowance for credit losses on loans to total loans ratio was 0.97%, compared to 1.02% at December 31, 2025 and 1.08% at March 31, 2025. The year-over-year decrease was due to a combination of factors, including a decrease in consumer indirect loan balances, lower loss rates due to higher prepayment assumptions and lower qualitative factors that are primarily quantitatively informed by historical data.

Provision for credit losses was $2.2 million in the current quarter, compared to $3.4 million in the linked quarter and $2.9 million in the prior year quarter. Provision for credit losses on loans was $2.4 million in the current quarter, compared to $2.5 million in the fourth quarter of 2025 and $3.3 million in the first quarter of 2025. The allowance for unfunded commitments, also included in provision for credit losses as required by the current expected credit loss standard ("CECL"), totaled a credit of $116 thousand in the first quarter of 2026, $899 thousand in the fourth quarter of 2025, and a credit of $364 thousand in the first quarter of 2025. The provision for credit losses for the first quarter of 2026 was driven by a combination of factors, including the fluctuation in the balance of unfunded commitments.

The Company has remained strategically focused on the importance of credit discipline, allocating resources to credit and risk management functions as the loan portfolio has grown. The ratio of allowance for credit losses on loans to non-performing loans was 116% at March 31, 2026, 133% at December 31, 2025, and 122% at March 31, 2025.

Subsequent Events

The Company is required, under U.S. generally accepted accounting principles ("GAAP"), to evaluate subsequent events through the filing of its consolidated financial statements for the quarter ended March 31, 2026 on Form 10-Q. As a result, the Company will continue to evaluate the impact of any subsequent events on critical accounting assumptions and estimates made as of March 31, 2026, and will adjust amounts preliminarily reported, if necessary, in its Form 10-Q as filed with the Securities and Exchange Commission (the “SEC”).

Conference Call

The Company will host an earnings conference call and audio webcast on April 24, 2026, at 8:30 a.m. Eastern Time. The call will be hosted by Martin K. Birmingham, President and Chief Executive Officer, and W. Jack Plants II, Chief Financial Officer and Treasurer. The live webcast will be available in listen-only mode on the Company’s website at www.FISI-investors.com. Within the United States, listeners may also access the call by dialing 1-833-470-1428 and providing the access code 416712. The webcast replay will be available on the Company’s website for at least 30 days.

About Financial Institutions, Inc.

Financial Institutions, Inc. (NASDAQ: FISI) is a financial holding company with approximately $6.3 billion in assets offering banking and wealth management products and services. Its Five Star Bank subsidiary provides consumer and commercial banking and lending services to individuals, municipalities and businesses through banking locations spanning Western and Central New York and a commercial loan production office serving the Mid-Atlantic region. Its Courier Capital, LLC subsidiary offers customized investment management, consulting and retirement plan services to individuals, businesses, institutions, foundations and retirement plans. Learn more at Five-StarBank.com and FISI-Investors.com.

Non-GAAP Financial Information

In addition to results presented in accordance with GAAP, this press release contains certain non-GAAP financial measures. A reconciliation of these non-GAAP measures to GAAP measures is included in Appendix A to this document.

The Company believes that providing certain non-GAAP financial measures provides investors with information useful in understanding our financial performance, performance trends and financial position. Our management uses these measures for internal planning and forecasting purposes and we believe that our presentation and discussion, together with the accompanying reconciliations, allows investors, security analysts and other interested parties to view our performance and the factors and trends affecting our business in a manner similar to management. These non-GAAP measures should not be considered a substitute for GAAP measures, and we strongly encourage investors to review our consolidated financial statements in their entirety and not to rely on any single financial measure to evaluate the Company. Non-GAAP financial measures have inherent limitations, are not uniformly applied and are not audited. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies' non-GAAP financial measures having the same or similar names.

Safe Harbor Statement

This press release may contain forward-looking statements as defined by Section 21E of the Securities Exchange Act of 1934, as amended, that involve significant risks and uncertainties. In this context, forward-looking statements often address our expected future business and financial performance and financial condition, and often contain words such as "anticipate," "believe," "continue," "estimate," "expect," "focus," "forecast," "intend," "may," "plan," "preliminary," "should," "target" or "will." Statements herein are based on certain assumptions and analyses by the Company and factors it believes are appropriate in the circumstances. Actual results could differ materially from those contained in or implied by such statements for a variety of reasons including, but not limited to: changes in interest rates; inflation; tariffs; changes in deposit flows and the cost and availability of funds; fraudulent deposit activity; the Company’s ability to implement its strategic plan, including by expanding its commercial lending footprint and integrating its acquisitions; whether the Company experiences greater credit losses than expected; whether the Company experiences breaches of its, or third party, information systems; the attitudes and preferences of the Company's customers; legal and regulatory proceedings and related matters, including any action described in our reports filed with the SEC, could adversely affect us and the banking industry in general; the competitive environment; fluctuations in the fair value of securities in its investment portfolio; changes in the regulatory environment and the Company's compliance with regulatory requirements; general economic and credit market conditions nationally and regionally; and macroeconomic volatility related to global political unrest. Consequently, all forward-looking statements made herein are qualified by these cautionary statements and the cautionary language and risk factors included in the Company's Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q and other documents filed with the SEC. Except as required by law, the Company undertakes no obligation to revise these statements following the date of this press release.

(1) See Appendix A — Reconciliation to Non-GAAP Financial Measures for the computation of this non-GAAP financial measure.

*****

For additional information contact:

Kate Croft

Director of Investor Relations and Corporate Communications

(716) 817-5159

klcroft@five-starbank.com

FINANCIAL INSTITUTIONS, INC.

Selected Financial Information (Unaudited)

(Amounts in thousands, except per share amounts)

2026

2025

SELECTED BALANCE SHEET DATA:

March 31,

December 31,

September 30,

June 30,

March 31,

Cash and cash equivalents

85,451

108,751

185,945

93,034

167,352

Investment securities:

Available for sale

1,003,697

922,472

923,592

916,149

926,992

Held-to-maturity, net

82,074

84,709

87,625

92,121

113,105

Total investment securities

1,085,771

1,007,181

1,011,217

1,008,270

1,040,097

Loans held for sale

1,034

3,365

2,252

2,356

387

Loans:

Commercial business

746,425

738,307

740,603

726,218

709,101

Commercial mortgage–construction

513,615

488,558

441,034

536,552

566,359

Commercial mortgage–multifamily

578,731

588,732

592,634

496,223

475,867

Commercial mortgage–non-owner occupied

922,628

942,219

893,884

873,207

899,679

Commercial mortgage–owner occupied

316,781

322,776

321,555

309,171

286,391

Residential real estate loans

652,861

657,001

648,397

647,205

643,983

Residential real estate lines

74,779

75,121

76,109

75,675

74,769

Consumer indirect

787,888

807,310

838,671

833,452

853,176

Other consumer

33,879

37,842

37,536

38,299

43,953

Total loans

4,627,587

4,657,866

4,590,423

4,536,002

4,553,278

Allowance for credit losses – loans

44,661

47,386

47,292

47,291

48,964

Total loans, net

4,582,926

4,610,480

4,543,131

4,488,711

4,504,314

Total interest-earning assets

5,787,556

5,755,696

5,739,699

5,614,008

5,733,743

Goodwill and other intangible assets, net

60,245

60,343

60,443

60,546

60,651

Total assets

6,294,783

6,274,140

6,288,052

6,143,766

6,340,492

Deposits:

Noninterest-bearing demand

953,397

962,724

959,404

940,341

945,182

Interest-bearing demand

744,690

672,323

776,445

704,871

773,475

Savings and money market

1,984,048

1,884,801

1,955,832

1,898,302

2,033,323

Time deposits

1,655,746

1,686,500

1,666,128

1,612,500

1,620,930

Total deposits

5,337,881

5,206,348

5,357,809

5,156,014

5,372,910

Short-term borrowings

114,000

109,000

55,000

101,000

55,000

Long-term borrowings, net

78,621

193,653

115,000

114,960

124,917

Total interest-bearing liabilities

4,577,105

4,546,277

4,568,405

4,431,633

4,607,645

Shareholders’ equity

631,670

628,854

621,720

601,668

589,928

Common shareholders’ equity

614,385

611,569

604,435

584,383

572,643

Tangible common equity (1)

554,140

551,226

543,992

523,819

511,992

Accumulated other comprehensive loss

(39,327

)

(33,030

)

(36,758

)

(42,214

)

(41,995

)

Common shares outstanding

19,686

19,797

20,130

20,128

20,110

Treasury shares

1,013

902

570

572

590

CAPITAL RATIOS AND PER SHARE DATA:

Leverage ratio

9.89

9.69

9.77

9.45

9.24

Common equity Tier 1 capital ratio

11.37

11.11

11.15

10.84

10.38

Tier 1 capital ratio

11.70

11.43

11.48

11.17

10.71

Total risk-based capital ratio

14.16

14.90

13.60

13.27

13.09

Common equity to assets

9.76

9.75

9.61

9.51

9.03

Tangible common equity to tangible assets (1)

8.89

8.87

8.74

8.61

8.15

Common book value per share

31.21

30.89

30.03

29.03

28.48

Tangible common book value per share (1)

28.15

27.84

27.02

26.02

25.46

See Appendix A — Reconciliation to Non-GAAP Financial Measures for the computation of this non-GAAP financial measure.

FINANCIAL INSTITUTIONS, INC.

Selected Financial Information (Unaudited)

(Amounts in thousands, except per share amounts)

2026

2025

First

Fourth

Third

Second

First

SELECTED STATEMENT OF OPERATIONS DATA:

Quarter

Interest income

81,563

84,649

84,422

82,867

81,051

Interest expense

29,570

32,438

32,633

33,745

34,187

Net interest income

51,993

52,211

51,789

49,122

46,864

Provision for credit losses

2,239

3,404

2,732

2,562

2,928

Net interest income after provision for credit losses

49,754

48,807

49,057

46,560

43,936

Noninterest income:

Service charges on deposits

1,044

1,082

1,137

1,089

1,052

Card interchange income

1,892

2,011

2,006

1,937

1,840

Investment advisory

3,061

3,074

3,023

2,885

2,737

Company owned life insurance

2,772

2,788

2,849

2,965

2,777

Investments in limited partnerships

224

457

223

307

415

Loan servicing

151

208

181

180

123

Income from derivative instruments, net

239

1,110

847

339

250

Net gain on sale of loans held for sale

125

195

285

140

117

Net gain on investment securities

328

225

703

Net loss on other assets

(481

)

(225

)

(281

)

Net loss on tax credit investments

(452

)

(446

)

(513

)

(512

)

(514

)

Other

1,770

1,430

1,596

1,284

1,576

Total noninterest income

10,673

11,909

12,056

10,617

10,373

Noninterest expense:

Salaries and employee benefits

18,601

19,323

18,522

18,070

16,898

Occupancy and equipment

3,865

4,104

3,814

3,982

3,590

Professional services

1,350

1,686

1,688

1,451

1,691

Computer and data processing

6,211

5,934

5,789

5,879

5,487

FDIC assessments

986

984

1,227

1,392

1,467

Advertising and promotions

524

482

491

495

342

Amortization of intangibles

100

103

105

107

Deposit-related charged-off items (recoveries) expense

109

144

233

(294

)

Other

3,851

4,029

4,097

4,075

4,397

Total noninterest expense

35,595

36,719

35,875

35,682

33,685

Income before income taxes

24,832

23,997

25,238

21,495

20,624

Income tax expense

3,847

4,017

4,761

3,963

3,746

Net income

20,985

19,980

20,477

17,532

16,878

Preferred stock dividends

364

365

364

365

Net income available to common shareholders

20,621

19,616

20,112

17,168

16,513

FINANCIAL RATIOS:

Earnings per share – basic

1.05

0.98

1.00

0.85

0.82

Earnings per share – diluted

1.04

0.96

0.99

0.85

0.81

Cash dividends declared on common stock

0.32

0.31

Common dividend payout ratio

30.48

31.63

31.00

36.47

37.80

Dividend yield (annualized)

4.09

3.95

4.52

4.84

5.04

Return on average assets (annualized)

1.37

1.27

1.32

1.13

1.10

Return on average equity (annualized)

13.43

12.53

13.31

11.78

11.82

Return on average common equity (annualized)

13.57

12.64

13.45

11.88

11.92

Return on average tangible common equity (annualized) (1)

15.04

14.02

14.98

13.27

13.36

Efficiency ratio (2)

57.06

57.43

56.78

59.68

58.79

Effective tax rate

15.5

16.7

18.9

18.4

18.2

See Appendix A – Reconciliation to Non-GAAP Financial Measures for the computation of this non-GAAP financial measure.

The efficiency ratio is calculated by dividing noninterest expense by net revenue, i.e., the sum of net interest income (fully taxable equivalent) and noninterest income before net gains on investment securities. This is a banking industry measure not required by GAAP.

FINANCIAL INSTITUTIONS, INC.

Selected Financial Information (Unaudited)

(Amounts in thousands)

2026

2025

First

Fourth

Third

Second

First

SELECTED AVERAGE BALANCES:

Quarter

Federal funds sold and interest-earning deposits

30,266

48,418

31,461

39,027

71,767

Investment securities (1)

1,055,385

1,066,829

1,059,244

1,071,628

1,085,649

Loans:

Commercial business

736,942

731,314

726,315

720,347

677,700

Commercial mortgage

2,342,957

2,313,465

2,239,666

2,221,576

2,203,899

Residential real estate loans

654,614

650,190

648,642

645,007

647,005

Residential real estate lines

74,189

75,288

75,774

75,010

74,709

Consumer indirect

795,107

823,521

838,026

839,294

848,282

Other consumer

35,074

36,917

37,741

39,485

42,230

Total loans

4,638,883

4,630,695

4,566,164

4,540,719

4,493,825

Total interest-earning assets

5,724,534

5,745,942

5,656,869

5,651,374

5,651,241

Goodwill and other intangible assets, net

60,305

60,404

60,505

60,610

60,717

Total assets

6,227,388

6,261,856

6,159,886

6,216,657

6,220,187

Interest-bearing liabilities:

Interest-bearing demand

716,370

713,033

687,978

730,979

745,210

Savings and money market

1,906,445

1,924,952

1,881,445

1,953,412

1,976,483

Time deposits

1,683,185

1,692,138

1,643,342

1,631,407

1,564,987

Short-term borrowings

108,138

79,913

110,011

86,099

95,223

Long-term borrowings, net

99,302

133,242

114,976

116,473

124,871

Total interest-bearing liabilities

4,513,440

4,543,278

4,437,752

4,518,370

4,506,774

Noninterest-bearing demand deposits

950,644

955,880

960,089

923,409

926,696

Total deposits

5,256,644

5,286,003

5,172,854

5,239,207

5,213,376

Total liabilities

5,593,794

5,629,101

5,549,575

5,619,834

5,640,981

Shareholders’ equity

633,594

632,755

610,311

596,823

579,206

Common equity

616,309

615,470

593,026

579,538

561,921

Tangible common equity (2)

556,004

532,521

518,928

501,204

Common shares outstanding:

Basic

19,642

20,093

20,122

20,107

20,073

Diluted

19,922

20,347

20,336

20,294

20,285

SELECTED AVERAGE YIELDS:

(Tax equivalent basis)

Investment securities (3)

4.48

4.45

4.34

4.25

Loans

6.07

6.20

6.29

6.26

6.20

Total interest-earning assets

5.76

5.86

5.93

5.88

5.80

Interest-bearing demand

1.04

1.20

1.09

1.21

1.15

Savings and money market

2.29

2.46

2.62

2.67

2.75

Time deposits

3.53

3.73

3.88

4.08

4.31

Short-term borrowings

2.40

1.77

2.41

1.80

2.09

Long-term borrowings, net

6.84

6.31

5.53

5.35

5.00

Total interest-bearing liabilities

2.65

2.83

2.92

3.00

3.07

Net interest rate spread

3.11

3.03

3.01

2.88

2.73

Net interest margin

3.67

3.62

3.65

3.49

3.35

Includes investment securities at adjusted amortized cost.

See Appendix A – Reconciliation to Non-GAAP Financial Measures for the computation of this non-GAAP financial measure.

The interest on tax-exempt securities is calculated on a tax-equivalent basis assuming a Federal income tax rate of 21%.

FINANCIAL INSTITUTIONS, INC.

Selected Financial Information (Unaudited)

(Amounts in thousands)

2026

2025

First

Fourth

Third

Second

First

ASSET QUALITY DATA:

Quarter

Allowance for Credit Losses – Loans

Beginning balance

47,386

47,292

47,291

48,964

48,041

Net loan charge-offs (recoveries):

Commercial business

2,990

123

1,903

Commercial mortgage–construction

(10

)

(357

)

Commercial mortgage–multifamily

Commercial mortgage–non-owner occupied

)

596

)

Commercial mortgage–owner occupied

)

Residential real estate loans

)

(25

)

Residential real estate lines

)

Consumer indirect

1,850

2,239

1,926

942

2,149

Other consumer

226

140

396

491

124

Total net charge-offs (recoveries)

5,080

2,411

2,061

4,050

2,369

Provision for credit losses – loans

2,355

2,505

2,062

2,377

3,292

Ending balance

44,661

47,386

47,292

47,291

48,964

Net charge-offs (recoveries) to average loans (annualized):

Commercial business

1.65

0.02

0.07

1.06

0.03

Commercial mortgage–construction

0.00

-0.01

-0.31

0.00

Commercial mortgage–multifamily

0.00

Commercial mortgage–non-owner occupied

0.00

Commercial mortgage–owner occupied

0.00

Residential real estate loans

0.01

0.00

-0.02

0.06

0.03

Residential real estate lines

-0.03

0.00

0.14

0.00

Consumer indirect

0.94

1.08

0.91

0.45

1.03

Other consumer

2.61

1.50

4.16

4.99

1.19

Total loans

0.44

0.21

0.18

0.36

0.21

Supplemental information (1)

Non-performing loans:

Commercial business

6,698

4,709

3,799

3,671

5,672

Commercial mortgage–construction

20,520

20,321

19,794

19,621

19,684

Commercial mortgage–multifamily

540

Commercial mortgage–non-owner occupied

164

4,766

Commercial mortgage–owner occupied

983

1,095

1,102

349

Residential real estate loans

7,434

6,443

5,877

5,885

6,035

Residential real estate lines

431

374

212

299

316

Consumer indirect

1,767

2,155

2,482

2,571

2,917

Other consumer

102

118

145

225

279

Total non-performing loans

38,475

35,755

33,951

32,436

40,018

Foreclosed assets

552

142

196

Total non-performing assets

39,027

35,849

34,093

32,578

40,214

Total non-performing loans to total loans

0.83

0.77

0.74

0.72

0.88

Total non-performing assets to total assets

0.62

0.57

0.54

0.53

0.63

Allowance for credit losses – loans to total loans

0.97

1.02

1.03

1.04

1.08

Allowance for credit losses – loans to non-performing loans

116

133

139

146

122

At period end.

FINANCIAL INSTITUTIONS, INC.

Appendix A — Reconciliation to Non-GAAP Financial Measures (Unaudited)

(In thousands, except per share amounts)

2026

2025

First

Fourth

Third

Second

First

Quarter

Ending tangible assets:

Total assets

6,294,783

6,274,140

6,288,052

6,143,766

6,340,492

Less: Goodwill and other intangible assets, net

60,245

60,343

60,443

60,546

60,651

Tangible assets

6,234,538

6,213,797

6,227,609

6,083,220

6,279,841

Ending tangible common equity:

Common shareholders’ equity

614,385

611,569

604,435

584,383

572,643

Less: Goodwill and other intangible assets, net

60,245

60,343

60,443

60,546

60,651

Tangible common equity

554,140

551,226

543,992

523,837

511,992

Tangible common equity to tangible assets (1)

8.89

8.87

8.74

8.61

8.15

Common shares outstanding

19,686

19,797

20,130

20,128

20,110

Tangible common book value per share (2)

28.15

27.84

27.02

26.03

25.46

Average tangible assets:

Average assets

6,227,388

6,261,856

6,159,886

6,216,657

6,220,187

Less: Average goodwill and other intangible assets, net

60,305

60,404

60,505

60,610

60,717

Average tangible assets

6,167,083

6,201,452

6,099,381

6,156,047

6,159,470

Average tangible common equity:

Average common equity

616,309

615,470

593,026

579,538

561,921

Less: Average goodwill and other intangible assets, net

60,305

60,404

60,505

60,610

60,717

Average tangible common equity

556,004

555,066

532,521

518,928

501,204

Net income available to common shareholders

20,621

19,616

20,112

17,168

16,513

Return on average tangible common equity (3)

15.04

14.02

14.98

13.27

13.36

Tangible common equity divided by tangible assets.

Tangible common equity divided by common shares outstanding.

Net income available to common shareholders (annualized) divided by average tangible common equity.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

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Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

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Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

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Namespace Prefix:

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Data Type:

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