Financial Institutions, Inc. ($FISI)

Good morning, and welcome to the Financial Institutions, Inc. 2026 Annual Meeting of Shareholders. Please note, this meeting is being recorded. At this time, I would like to introduce Susan Holliday, Chair of Board of Director and Financial Institutions and Five Star Bank. Susan Holliday, you may begin.

Thank you. Good morning, everyone. On behalf of the company's Board management and associates, I welcome you to today's Shareholder Meeting. We've again elected to hold this meeting virtually to allow us to be more inclusive and to reach a greater number of shareholders without impacting their ability to participate in the meeting. As Board Chair, I will lead the business portion of today's meeting. After voting results are reported, and the business portion of the meeting that ended your Director and President and CEO, Marty Birmingham, will provide a company update. Validated shareholders may ask up to 3 questions by typing them in the question box to the right of your screen and then clicking the submit button. Please submit your questions now to ensure that we have adequate time to receive them and respond. We will address questions regarding the meeting proposals prior to the close of voting and other recognized questions following the company update. Shareholders may also comment on any of the meeting proposals through the meeting web portal after they are presented. We will read applicable comments prior to the close voting. We will do our best to provide a response to many relevant questions as possible and address any unanswered questions shortly after the meeting. Please provide contact information with your question and submission to ensure that we can reach to you. It is now 10:02 a.m, Eastern Day Life Time on May 20, 2026 and this meeting is officially called to order. I'd now like to introduce the other members of the Board, all of whom are in attendance today: Marty Birmingham, Don Boswell, Dawn Burlew, Andrew Dorn, Bob Glaser; Bruce Harting, Bob Latella, Angela Panzarella, Bob Shrader, Kim VanGelder, and Mark Zupan. We are also joined by Director Nominees, David P. Bovenzi; and Steve Finch. All members of the company's successive management committee are also attendance. In addition to Marty, present with us today are Chief Legal Officer and Corporate Secretary, [indiscernible]. Chief Financial Officer and Treasurer, Jeff Plan; Chief Human Resources Officer, Lorie Collins; Chief Marketing Officer, Blake Jones; Chief Consumer Banking Officer, Eric Marc, Chief Risk Officer, Gary Pickens; and Chief Commercial Banking Officer, Kevin Quinn. Samuel Burruano will act as Secretary of the meeting, and he will now lead us through the formalities.

Thank you, Madam Chair. The company has appointed Equiniti to act as an independent inspector of election. Equiniti Representative, Barry Rosenthal, is with us today. He has taken the ultimate sector election, Mr. Rosenthal and John Sol, one of our audit partners from the company's external auditor, RSM, U.S., LLP will be available during the question-and-answer session to respond to questions. Also with us today is Tony Ben Azoff, our external SEC counsel from the law firm of Los Gorman. If you experience technical difficulties during the meeting, please refer to the application health link available at the top right of your screen. As established by the Board of Directors, and as stated in the Notice of the Annual Meeting, only shareholders of record as of the close of business on March 23, 2026, may vote at this seating. We have received an affidavit of mailing from Equiniti certifying that notice of the meeting was duly given. A copy of the affidavit, the certified Prove list and documents mailed to shareholders will be filed with the essential records of the company and included with the record of this annual meeting. We are conducting the meeting in accordance with our bylaws and the meeting rules. Meeting rules in the [indiscernible] are available on the meeting portal, along with our 2025 annual report and 2026 proxy statement. As of the record date, there were 19,684,776 shares of common stock outstanding and entitled to vote. The Inspector of Election informed us that there are represented in person or by proxy, shares of common stock representing [ 17,722,271 ]votes or approximately 89.9%. Therefore, a quorum is present for the transaction of business and this meeting is properly convened. The polls on all proposals are now open and will remain open until we announce that they have been closed. Shares represented by proxy have already been voted for the shareholders, respective and trucks. I'll now present the matters to be voted upon. Please note that we'll give shareholders an opportunity to comment on the proposals after all have been presented. We are conducting today's Annual Meeting for the following purposes: one, to elect 5 directors to serve until the 2029 Annual Meeting; two, to approve on an advisory basis, the compensation of our named executive officers, otherwise referred to in San aproposal; three, to ratify the appointment of RSM U.S. LLP, as our independent registered public accounting firm for 2026. Details regarding proposals were provided in the proxy statement. If any shareholder would like to make a comment or present a question regarding any of the proposals, please submit it to the at this time. Seeing no comments, I invite shareholders who have not already done so to vote their shares by clicking on the voting button on the meeting portal and following the provided instructions. Shareholders who have submitted their proxies or previously voted and do not want to change their vote need to take no further action. We'll pause for a moment. [Voting]

Now that everyone has had the opportunity to vote, I declare the polls for Financial Institutions Inc. Annual Shareholder Meeting closed. I'll now turn to Sam for voting results.

Thank you, Madam Chair. We have been informed by the inspector of election that the preliminary vote report shows that the 5 nominees for election to the Board have been duly elected for the respective terms set forth in the proposals. The say-on-pay proposal has been approved by advisory vote and the appointment of RSM US LLP as the company's independent registered public accounting firm has been ratified. Final voting results will be reported in a Form 8-K to be filed within 4 business days.

Thank you, Sam. This concludes the business portion of the meeting. We thank you for your participation and your support. Let me now turn the meeting over to Marty Birmingham, our President and CEO.

Thank you, Susan, and thank you to our valued shareholders, associates, business partners and others who have joined us this morning. My remarks today may include forward-looking statements. Please refer to our annual report on Form 10-K and other historical SEC filings for our safe harbor description and a detailed discussion of the risk factors relating to forward-looking statements. As I shared with you in my annual letter to shareholders, in 2025, New York Company delivered strong financial results that reflect disciplined execution and profitable growth across our enterprise. These results, which included net income available to common shareholders of $73.4 million or $3.61 per diluted share were bolstered by a stronger earning asset profile coming out of 2024 and momentum from solid performance across each of our core business lines throughout 2025. We continued execution and sustainable profitability contributed to the strong financial results we shared with you in April, which underscore the strength of our community banking franchise. We reported net income available to common shareholders of $20.6 million or $1.04 per diluted share in the first quarter of 2026. Our first quarter operating results also supported meaningful improvement on key measures of profitability over both from linked and year ago quarters, including return on average assets of 137 basis points return on average tangible common equity exceeding 15% and an efficiency ratio of 57%. We also reported net interest margin of 3.67% up 5 basis points from the linked fourth quarter and 32 basis points from the year ago first quarter. Our management team and Board took strategic actions during the quarter that reflected our commitment to prudent capital deployment and long-term shareholder value creation. This included refinancing of legacy sub-debt issuances and continued active share repurchases. Since the current buyback program was approved by our Board at September 2025, we have repurchased in total of approximately 500,000 shares or half the improved 5% authorization. During the first quarter, our Board also approved a 3.2% increase in our quarterly cash dividend to $0.32 per common share. Our profitable first quarter results supported positive revisions to our annual net interest margin, efficiency ratio and tax guidance. In addition, healthy pipelines headed into the second quarter gave us confidence in reaffirming our balance sheet growth targets, including 5% loan growth and low single-digit deposit growth for the full year 2026. As a reminder, our latest annual guidance can be found in our most recent quarterly investor presentation, which is published on our Investor Relations website. We'd also like to take a moment to thank my colleagues, many of whom are shareholders of this company, too. I could not be prouder of our teams at Five Star Bank and core capital for the excellent service they provide to our customers and communities and the strong financial outcomes they deliver. As we look ahead to the remainder of 2026, we are focused on disciplined execution of our financial performance targets and our community banking strategy. We will continue to deliver a simple, connected and trusted banking experience for our customers and securities, driving sustainable performance and long-term value creation for our shareholders. At this time, we'll begin the question-and-answer portion of the proceedings, as Susan stated earlier, we'll do our best to respond to as many questions as possible and address any unanswered questions shortly after the meeting. Seeing no questions. I'll turn the meeting back over to Susan.

On behalf of the company's Board of Directors and senior management, we thank you for your participation in today's meeting and your continued interest and investment in our company. The 2026 Annual Meeting of Shareholders is hereby assured.

This concludes today's webcast. You may now disconnect.