FINANCIAL INSTITUTIONS INC
For the period ended Mar 30, 2026. Filed Apr 6, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Mar 30, 2026 · Filed Apr 6, 2026
Contents
APPENDIX A
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
We have included in this Proxy statement certain non-GAAP financial measures used for our inventive compensation programs that are not calculated in accordance with U.S. GAAP, including PPNI, total loan growth and non-public deposit growth excluding BaaS. We believe these metrics are appropriate measures of Company performance to use for our incentive compensation programs.
PPNI equals net income (loss) excluding the provision (benefit) for credit losses adjustment, net of tax (utilizing marginal tax rate), and for 2024, further adjusted to exclude the after-tax loss on the sale of investment securities, due to the strategic investment securities restructuring executed in the fourth quarter of 2024, and the after-tax provision for litigation settlement.
Total loan growth equals the year-over-year change in total adjusted loans, calculated as total loans including deferred costs (fees) and loans held for sale, and prior to reduction for allowance for credit losses of the Bank. The calculation excludes Paycheck Protection Program (“PPP”) loan balances.
Non-public deposit growth excluding BaaS equals aggregate December year-over-year month-to-date average balances for the following deposit products, excluding all BaaS-related deposits: non-public deposit accounts including DDA (demand deposit account), NOW (negotiated order of withdrawal), savings, money market and time; but excluding ICS (IntraFi Cash Service) accounts, CDARS (certificate of deposit account registry service) accounts, municipality accounts, and accounts owned and maintained by the Company or the Bank.
This Proxy also refers to tangible common book value (“TCBV”) per share. Management believes TCBV per share is a useful measure of the strength of our capital and ability to generate earnings on tangible common equity invested by our shareholders without the effects of intangible assets. TCBV per share is calculated as tangible common equity divided by common shares outstanding.
Below is a reconciliation of each non-GAAP financial measure to its most comparable GAAP measure. Non-GAAP 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.
Amounts in thousands, except per share amounts
| 2025 | 2024 | 2023 | 2022 | 2021 | |
|---|---|---|---|---|---|
| PPNI | |||||
| Net income (loss) | $74,867 | $(41,646) | $50,264 | $56,573 | $77,697 |
| Add: Provision (benefit) for credit losses | 11,626 | 6,150 | 13,681 | 13,311 | (8,336) |
| Less: Tax adjustment for provision (benefit) for credit losses | 2,979 | 1,576 | 3,505 | 3,410 | (2,136) |
| PPNI | 83,514 | (37,072) | 60,440 | $66,474 | 71,497 |
| Less: Adjustment for after-tax loss on sale of investment securities | — | (74,419) | — | — | — |
| Less: Adjustment for after-tax provision for litigation settlement | — | (17,123) | — | — | — |
| Adjusted PPNI | $83,514 | $54,470 | $60,440 | $66,474 | $71,497 |
2026 Proxy Statement A-1
APPENDIX A
| 2025 | 2024 | |
|---|---|---|
| Total Adjusted Loans | ||
| Total loans | $4,657,866 | $4,479,204 |
| Add: Loans held for sale | 3,365 | 2,280 |
| Less: Total PPP loans | 654 | 717 |
| Total adjusted loans | $4,660,577 | $4,480,767 |
| Non-Public Deposits Excluding BaaS | ||
| Average total non-public deposits | $3,132,093 | $3,220,292 |
| Less: Average BaaS loans | 7,598 | 102,221 |
| Non-public deposits excluding BaaS | $3,124,495 | $3,118,071 |
| TCBV Per Share | ||
| Common shareholders’ equity | $611,569 | $551,699 |
| Less: Goodwill and other intangible assets, net | 60,343 | 60,758 |
| Tangible common equity | $551,226 | $490,941 |
| Common shares outstanding | 19,797 | 20,077 |
| TCBV per share | $27.84 | $24.45 |
A-2 Financial Institutions, Inc.
220 Liberty Street, Warsaw, NY 14569
585.786.1100 | FISI-Investors.com
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.