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FISI on Nasdaq

FINANCIAL INSTITUTIONS INC

FINANCIAL INSTITUTIONS INC is an operation of its subsidiaries.1 It is headquartered in Warsaw, New York.1 Its shares trade on Nasdaq under the symbol FISI.1

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Last updated Oct 21, 2026.

Overview

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  • TickerFISI on Nasdaq1
  • IndustryNational Commercial Banks1
  • HeadquartersWarsaw, New York1
  • Incorporated inNY2
  • Business address220 Liberty Street, Warsaw, Ny 145692
  • Filer categoryAccelerated filer2
  • Legal formCorporation

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The Parent’s primary business is the operation of its subsidiaries. It does not engage in any other substantial business activities. The Parent’s direct wholly-owned subsidiaries are: Five Star Bank, referred to as “FSB” or “the Bank,” which provides a full range of banking services to consumer, commercial and municipal customers in Western and Central New York, and commercial loans in the Mid-Atlantic region, through a loan production office in Ellicott City, Maryland (a suburb of Baltimore, Maryland), and the Central New York region, through an office in Syracuse, New York; and Courier Capital LLC, referred to as “Courier Capital,” which provides customized investment management, investment consulting and retirement plan services to individuals, businesses, institutions, foundations and retirement plans.4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Financial statements

Net income56789$74.9M in 2025+53% since 2019
-$50.0M0$50.0M$100.0M2019: $48.9M$48.9M20192020: $38.3M$38.3M2020−22%2021: $77.7M$77.7M2021+103%2022: $56.6M$56.6M2022−27%2023: $50.3M$50.3M2023−11%2024: -$41.6M-$41.6M20242025: $74.9M$74.9M2025

Every line of the income statement as filed: the last 3 fiscal years, latest first.9

Period ending2025-12-312024-12-312023-12-31
Interest and fees on loans$284.3M$282.2M$258.6M
Interest and dividends on investment securities$46.7M$25.4M$23.6M
Other interest income$2.0M$5.6M$3.9M
Total interest income$333.0M$313.2M$286.1M
Deposits$124.3M$140.0M$107.4M
Short-term borrowings$1.9M$3.4M$6.9M
Long-term borrowings$6.8M$6.3M$6.2M
Total interest expense$133.0M$149.6M$120.4M
Net interest income$200.0M$163.6M$165.7M
Provision for credit losses$11.6M$6.2M$13.7M
Net interest income after provision for credit losses$188.4M$157.4M$152.0M
Service charges on deposits$4.4M$4.2M$4.6M
Insurance income$11.0K$2.1M$6.7M
Card Interchange Income$7.8M$7.9M$8.2M
Investment advisory income$11.7M$10.7M$11.0M
Company owned life insurance$11.4M$5.5M$12.1M
Investments in limited partnerships$1.4M$2.4M$1.8M
Loan servicing$692.0K$716.0K$479.0K
Income from derivative instruments, net$2.5M$726.0K$1.4M
Net gain on sale of loans held for sale$737.0K$618.0K$566.0K
Net gain (loss) on investment securities$931.0K-$100.1M-$3.6M
Net (loss) gain on other assets-$506.0K$13.6M-$6.0K
Net loss on tax credit investments-$2.0M-$775.0K-$252.0K
Other$5.9M$5.7M$5.3M
Total noninterest income (loss)$45.0M-$46.7M$48.2M
Salaries and employee benefits$72.8M$66.1M$71.9M
Occupancy and equipment$15.5M$14.4M$14.8M
Professional services$6.5M$7.7M$5.3M
Computer and data processing$23.1M$22.7M$20.1M
Supplies and postage$2.1M$1.9M$1.9M
FDIC assessments$5.1M$5.3M$4.9M
Advertising and promotions$1.8M$1.6M$1.9M
Amortization of intangibles$415.0K$552.0K$910.0K
Provision for litigation settlement$0$23.0M$0
Deposit-related charged-off items$160.0K$20.3M$1.2M
Other$14.5M$15.3M$14.4M
Total noninterest expense$142.0M$178.9M$137.2M
Income (loss) before income taxes$91.4M-$68.1M$63.1M
Income tax expense (benefit)$16.5M-$26.5M$12.8M
Net income (loss)$74.9M-$41.6M$50.3M
Preferred stock dividends$1.5M$1.5M$1.5M
Net income (loss) available to common shareholders$73.4M-$43.1M$48.8M
Basic$3.65-$2.75$3.17
Diluted$3.61-$2.75$3.15
Cash dividends declared per common share$1.24$1.20$1.20
Basic20.1M shares15.7M shares15.4M shares
Diluted20.3M shares15.7M shares15.5M shares

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Corporate structure

FINANCIAL INSTITUTIONS INC sits at the top of its group. 6 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of FINANCIAL INSTITUTIONS INC

  • BlackRock Filed SCHEDULE 13G/A on FINANCIAL INSTITUTIONS INC, latest Jul 28, 2026 (5 filings since Feb 1, 2022)
  • DIMENSIONAL FUND ADVISORS LP Filed SCHEDULE 13G on FINANCIAL INSTITUTIONS INC, latest Jul 14, 2026 (7 filings since Feb 8, 2022)
  • Wellington Management Company Filed SCHEDULE 13G/A on FINANCIAL INSTITUTIONS INC, latest May 15, 2026 (2 filings since Feb 10, 2026)
  • VANGUARD GROUP INC Filed SCHEDULE 13G/A on FINANCIAL INSTITUTIONS INC, latest Mar 26, 2026 (5 filings since Nov 4, 2024)
  • PL Capital Advisors, LLC Filed SCHEDULE 13D/A on FINANCIAL INSTITUTIONS INC, latest Oct 2, 2025 (3 filings since Mar 18, 2025)
  • FINANCIAL INSTITUTIONS INC Warsaw, New York
    • Courier Capital, LLC Subsidiary · New York, United States
    • Five Star Advisors LLC Subsidiary · New York, United States
    • Five Star Bank Subsidiary · New York, United States
    • Five Star REIT, Inc. Subsidiary · New York, United States
    • FSB Mid-Atlantic, LLC Subsidiary · Virginia, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What FINANCIAL INSTITUTIONS INC reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$104.7M9 Dec 31, 2025$105.0M9 Dec 31, 2024−0.3%
Accumulated depreciation$64.8M9 Dec 31, 2025$65.1M9 Dec 31, 2024−0.5%
Property and equipment, net$39.9M9 Dec 31, 2025$39.9M9 Dec 31, 2024+0.1%
Operating-lease assets (leased space)$29.1M9 Dec 31, 2025$30.4M9 Dec 31, 2024−4.3%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$108.8M9 Dec 31, 2025$87.3M9 Dec 31, 2024+24.5%
Debt securities available for sale$922.5M9 Dec 31, 2025$911.1M9 Dec 31, 2024+1.2%
Debt securities held to maturity$84.7M9 Dec 31, 2025$116.0M9 Dec 31, 2024−27.0%
Equity securities at fair value$21.9M9 Dec 31, 2025$22.3M9 Dec 31, 2024−1.9%
Deposits held (banks)$5.2B9 Dec 31, 2025$5.1B9 Dec 31, 2024+2.0%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$58.1M9 Dec 31, 2025$58.1M9 Dec 31, 20240%
Finite-lived intangibles, net$2.2M9 Dec 31, 2025$2.6M8 Dec 31, 2024−15.7%

Properties, in its own words

We own a 27,400 square foot building in Warsaw, New York that serves as our headquarters, and principal executive and administrative offices. We lease a 56,000 square foot regional administrative facility located in Rochester, New York. This lease expires in April 2042, with options for two additional ten-year extensions. We also lease a 28,500 square foot facility in Amherst, New York, which serves as a regional administrative facility. This lease expires in December 2032, with two additional five-year extensions.

We are engaged in the banking business through 48 branch offices, of which 31 are owned and 17 are leased, in the following fourteen contiguous counties of Western and Central New York: Allegany, Cattaraugus, Cayuga, Chemung, Erie, Genesee, Livingston, Monroe, Ontario, Orleans, Seneca, Steuben, Wyoming and Yates Counties. The operating leases for our branch offices expire at various dates through the year 2061 and generally include options to renew.

The rest of Item 2

Courier Capital operates from an owned 11,000 square foot office, located in Buffalo, New York. Courier Capital also has operations at an owned facility in Jamestown, New York, and leased offices in Pittsburgh, Pennsylvania and Sarasota, Florida.

We believe that our properties have been adequately maintained, are in good operating condition and are suitable for our business as presently conducted, including meeting the prescribed security requirements. For additional information, see Note 5, Premises and Equipment, Net, and Note 12, Commitments and Contingencies, of the notes to the consolidated financial statements included in Part II, Item 8, of this Annual Report on Form 10-K.

Item 2 of the 10-K filed Mar 9, 2026.4

Leadership

Who has led FINANCIAL INSTITUTIONS INC, and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Peter G. Humphrey2006–2012
  2. Martin Kearney Birmingham2013–now

President

  1. Martin Kearney Birmingham2012–now

Chief financial officer

  1. Ronald A. Miller2006–2009
  2. Karl Francis Krebs2009–2013
  3. Kevin B. Klotzbach2014–2019
  4. William Jack Plants Ii.2021–now
2010201520202025
Board members and other officers (58)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • Executive OfficerKevin B. Quinn named Dec 17, 202577
  • Executive OfficerSandra L. Byers named Dec 17, 202577
  • DirectorRobert M. Glaser named Dec 17, 202577

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Courier Capital, LLC New York3
  • FSB Mid-Atlantic, LLC Virginia3
  • Five Star Advisors LLC New York3
  • Five Star Bank New York3
  • Five Star REIT, Inc. New York3

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Sep 8, 20268-K Executive or director change78
  2. Aug 26, 20268-K Regulation FD disclosure79
  3. Jul 23, 20268-K Results of operations; Regulation FD disclosure80
  4. May 21, 20268-K Shareholder vote81
  5. May 20, 20268-K Regulation FD disclosure82
  6. Apr 23, 20268-K Results of operations; Regulation FD disclosure83
  7. Mar 10, 20268-K Executive or director change84
  8. Feb 12, 20268-K Regulation FD disclosure85
  9. Jan 29, 20268-K Results of operations; Regulation FD disclosure86
  10. Dec 11, 20258-K Entered a material agreement; New debt or obligation; Regulation FD disclosure87
  11. Nov 17, 20258-K Regulation FD disclosure88
  12. Oct 23, 20258-K Results of operations; Regulation FD disclosure89
  13. Aug 12, 2013New chief executive Martin Kearney Birmingham becomes CEO13
  14. Jul 28, 2006New chief executive Peter G. Humphrey becomes CEO14

Calendar

Coming up

  1. Oct 29, 2026 · After the closeReports results for the quarter ending Sep/2026 A year earlier it reported $0.99 a share, on Oct 23, 2025.90

When it reported results

  1. Jul 23, 2026Reported quarterly or annual results80
  2. Apr 23, 2026Reported quarterly or annual results83
  3. Jan 29, 2026Reported quarterly or annual results86
  4. Oct 23, 2025Reported quarterly or annual results89
  5. Jul 24, 2025Reported quarterly or annual results91
  6. Apr 28, 2025Reported quarterly or annual results92
  7. Mar 10, 2025Reported quarterly or annual results93
  8. Jan 30, 2025Reported quarterly or annual results94

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

390 filings to the SEC since October 2021: 5 annual reports, 16 quarterly reports, 76 major events, 233 insider forms, 22 large holders, 1 private raises, 37 other. The latest 20:

  1. Sep 28, 20264 EDGAR
  2. Sep 8, 20268-K EDGAR
  3. Sep 3, 20264 EDGAR
  4. Aug 26, 20268-K EDGAR
  5. Aug 3, 202610-Q EDGAR
  6. Jul 28, 2026SCHEDULE 13G/A EDGAR
  7. Jul 23, 20268-K EDGAR
  8. Jul 14, 2026SCHEDULE 13G EDGAR
  9. Jun 18, 202611-K EDGAR
  10. May 21, 20264 EDGAR
  11. May 21, 20263 EDGAR
  12. May 21, 20264 EDGAR
  13. May 21, 20264 EDGAR
  14. May 21, 20264 EDGAR
  15. May 21, 20263 EDGAR
  16. May 21, 20264 EDGAR
  17. May 21, 20264 EDGAR
  18. May 21, 20264 EDGAR
  19. May 21, 20264 EDGAR
  20. May 21, 20264 EDGAR

The 390 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

29 open-market trades by officers, directors and large owners since October 2021: 29 buys and 0 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 2, 2026Zupan MarkDirectorBuy608$40.77$24.8KForm 4
Mar 12, 2026Plants William Jack IIChief Financial OfficerBuy660$30.12$19.9KForm 4
Dec 13, 2024Latella Robert NDirectorBuy4,000$25.00$100.0KForm 4
Dec 13, 2024BYERS SANDRA LBuy800$25.00$20.0KForm 4
Dec 13, 2024Plants William Jack IIChief Financial OfficerBuy2,800$25.00$70.0KForm 4
Dec 13, 2024PACOS GARY A.Chief Risk OfficerBuy2,000$25.00$50.0KForm 4
Dec 13, 2024VanGelder Kim EDirectorBuy600$25.00$15.0KForm 4
Dec 13, 2024Burruano Samuel J JrChief Legal OfficerBuy2,000$25.00$50.0KForm 4
Dec 13, 2024Quinn Kevin BChief Comm Banking OfficerBuy400$25.00$10.0KForm 4
Dec 13, 2024Collins Laurie RChief Human Resources OfficerBuy2,000$25.00$50.0KForm 4
Dec 13, 2024Zupan MarkDirectorBuy2,000$25.00$50.0KForm 4
Dec 13, 2024BIRMINGHAM MARTIN KEARNEYPresident & CEOBuy4,000$25.00$100.0KForm 4
Dec 13, 2024HOLLIDAY SUSAN RDirectorBuy2,000$25.00$50.0KForm 4
Dec 13, 2024GULLO SAMUEL MDirectorBuy4,000$25.00$100.0KForm 4
Dec 13, 2024DORN ANDREW W JRDirectorBuy2,000$25.00$50.0KForm 4
Dec 13, 2024BOSWELL DONALDDirectorBuy800$25.00$20.0KForm 4
Dec 13, 2024Glaser Robert MDirectorBuy4,000$25.00$100.0KForm 4
May 18, 2023BOSWELL DONALDDirectorBuy890$16.74$14.9KForm 4
May 11, 2023HOLLIDAY SUSAN RDirectorBuy1,000$15.70$15.7KForm 4
May 8, 2023GULLO SAMUEL MDirectorBuy2,000$15.94$31.9KForm 4

All 29 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Martin K. Birmingham59$798.2K$2.4M100
2025W. Jack Plants II42$410.0K$964.4K100
2025Samuel J. BurruanoJr.57$357.6K$838.1K100
2025Kevin B. Quinn62$326.0K$809.5K100
2025Laurie R. Collins42$281.7K$680.3K100
2024President and Chief$734.5K$1.4M100
2024EVPChief Financial$359.2K$616.6K100
2024SVPChief Commercial$316.5K$550.6K100
2023Executive Officer$713.9K$1.5M100
2023Officer and Treasurer$331.3K$588.0K100
2023Banking Officer$307.1K$544.9K100
2023Corporate Secretary$276.5K$481.2K100
2023Resources Officer$257.9K$440.2K100

Funding

Where the company's money came from, by calendar year: private offerings filed with the SEC, federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA. Each bar links to the records below.

Money received by year$80.0M 2025–2025
Money received by yearMoney received by year, 2025–2025: $80.0M in all. Private raises (Form D) $80.0M.$0$20M$40M$60M$80M2025 · Private raises (Form D): $80.0M2025
Figures by year
YearPrivate raises (Form D)Total
2025$80.0M$80.0M

Private raises

Private offerings the company reported to the SEC on Form D. The amount is what the latest filing says was sold so far, charted in the year of the first sale. Covers filings since Oct 1, 2021.

  1. Dec 11, 2025Raised $80 million in a private offering of debt77 Form D: 35 investors so far Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
PL Capital Advisors, LLC1,816,102$70.8M19.7%No change
BlackRock, Inc.1,667,260$65.0M0.0%+189,188
Dimensional Fund Advisors LP1,002,481$39.1M0.0%+44,814
Vanguard Capital Management LLC841,166$32.8M0.0%+5,628
Adage Capital Partners Gp, L.l.c.834,969$32.5M0.0%−113,472
State Street Corp592,493$23.3M0.0%+13,374
Geode Capital Management, LLC586,724$22.9M0.0%+18,028
Ategra Capital Management, LLC564,100$22.0M11.7%No change
Two Sigma Investments, LP457,098$17.8M0.0%+182,358
Jpmorgan Chase & Co404,980$15.7M0.0%+162,059
American Century Companies Inc349,611$13.6M0.0%+261,850
Vanguard Portfolio Management LLC263,033$10.3M0.0%+50,106
Aqr Capital Management LLC251,498$9.8M0.0%+93,488
Hillsdale Investment Management Inc.249,200$9.7M0.2%+16,120
Raymond James Financial Inc248,283$9.7M0.0%−100,745
Morgan Stanley234,920$9.2M0.0%−25,807
Goldman Sachs Group Inc216,109$8.4M0.0%−29,066
Alliancebernstein L.P.245,258$7.8M0.0%−7,968
Hotchkis & Wiley Capital Management LLC199,502$7.8M0.0%−2,800
Qube Research & Technologies Ltd193,831$7.6M0.0%+126,187
Bridgeway Capital Management, LLC179,154$7.0M0.1%+7,814
Northern Trust Corp176,215$6.9M0.0%+10,696
Charles Schwab Investment Management Inc162,212$6.3M0.0%+2,031
Canandaigua National Bank & Trust Co154,106$6.0M0.5%New
Palisades Investment Partners, LLC150,826$5.9M1.7%+4,322

13F reports cover disclosed long positions in U.S. stocks only.

Members of Congress who traded it

1 trades disclosed by members of Congress. “Vs S&P since” is the stock’s change since the trade minus the S&P 500’s.

DateMemberTradeAmountVs S&P sinceFiling
Nov 20, 2020Joseph D. MorelleDemocratic, HouseSale$1,001 - $15,000+25.4%Report

Members report amounts as ranges, not exact figures. Returns are price-only (no dividends).

SEC filer profile

How FINANCIAL INSTITUTIONS INC is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARFINANCIAL INSTITUTIONS INC1
  • CIK0000862831
  • Employer ID (EIN)16-08166104
  • Filer statusAccelerated filer not an emerging growth company; not a smaller reporting company; not a shell company4
  • Incorporated inNew York4
  • Fiscal year endsDecember 311
  • Industry code (SIC)6021 National Commercial Banks1
  • SEC reviewing officeOffice of Finance, Division of Corporation Finance1
  • Business address220 Liberty Street, Warsaw, NY 145691
  • Phone58578611001
  • Shares outstanding19,706,360 as of Jul 28, 202611
  • Public float$504.0M as of Jun 30, 20254
  • AuditorRSM US LLP, Chicago, Illinois PCAOB ID 49; it also attests to the company’s internal control over financial reporting4
  • On EDGAR sinceApr 23, 19991
  • Filings1,816 in all: 4 (951), 8-K (367), 10-Q (82), 3 (68), 5 (68), SC 13G/A (34), DEF 14A (26), 10-K (25)1
    All 46 form types

    11-K (24), DEFA14A (23), SC 13G (18), 4/A (13), UPLOAD (11), 424B5 (8), DFAN14A (8), EFFECT (8), S-8 (8), SCHEDULE 13G/A (7), CORRESP (6), S-3 (6), 8-K/A (5), 3/A (4), ARS (4), SCHEDULE 13G (4), FWP (3), S-4 (3), S-8 POS (3), SC 13D/A (3), 10-K405 (2), 424B3 (2), D (2), DEFC14A (2), PREC14A (2), S-1/A (2), SC 13D (2), SCHEDULE 13D/A (2), 10-K/A (1), 10-Q/A (1), 424B1 (1), 8-A12G (1), PRE 14A (1), PRRN14A (1), S-1 (1), S-3/A (1), S-4/A (1), SCHEDULE 13D (1)

  • Latest filingsAnnual report (10-K) Mar 9, 2026
    Quarterly report (10-Q) Aug 3, 2026
    Proxy statement (DEF 14A) Apr 6, 2026
    Latest 8-K (8-K) Sep 8, 2026

Securities registered for trading

ClassSymbolExchange
Common stock, par value $0.01 per shareFISINasdaq Global Select Market

From the cover page of the 10-K filed Mar 9, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks FINANCIAL INSTITUTIONS INC names in Item 1A of its 10-K filed Mar 9, 2026: 48 risks under these headings, as written.4

  • Credit Risks and Risks Related to Banking Activities
  • If we experience greater credit losses than anticipated, earnings may be adversely impacted.
  • We are subject to risks and losses resulting from fraudulent activities that could adversely impact our financial performance and results of operations.
  • Geographic concentration may unfavorably impact our operations.
  • Our commercial business and commercial mortgage loans increase our exposure to credit risks.
  • If our non-performing assets increase, our earnings will be adversely affected.
  • If our regulators impose limitations on our commercial real estate lending activities, earnings could be adversely affected.
  • Our indirect and consumer lending involves risk elements in addition to normal credit risk.
  • Lack of seasoning in portions of our loan portfolio could increase risk of credit defaults in the future.
  • We accept deposits that do not have a fixed term, and which may be withdrawn by the customer at any time for any reason.
  • Municipal deposits are price sensitive and could result in an increase in interest expense or funding fluctuations.
  • We are subject to environmental liability risk associated with our lending activities.
The other 36 risks
  • We operate in a highly competitive industry and market area.
  • Legal and Regulatory Risks
  • Legal and regulatory proceedings and related matters could adversely affect us and the banking industry in general.
  • Any future FDIC insurance premium increases may adversely affect our earnings.
  • We are highly regulated, and any adverse regulatory action may result in additional costs, loss of business opportunities, and reputational damage.
  • Non-compliance with the USA PATRIOT Act, the BSA, OFAC sanction regulations, or other applicable state and federal laws could subject us to fines, penalties, or other regulatory actions.
  • We are subject to the CRA and fair lending laws, and failure to comply with these laws could lead to material penalties.
  • The policies of the Federal Reserve have a significant impact on our earnings.
  • We offer financial services to a limited number of New York State-licensed cannabis businesses under New York State’s regulatory framework, with supporting policy and procedures, enhanced due diligence, monitoring, and required regulatory reporting. While federal law continues to classify cannabis as illegal, the risk of strict federal enforcement remains uncertain. Any significant change in federal enforcement posture could affect our ability to continue services these customers and could increase our legal, regulatory, or compliance-related obligations.
  • Risks Related to Non-Banking Activities
  • Our investment advisory and wealth management operations are subject to risk related to the regulation of the financial services industry and market volatility.
  • Strategic and Operational Risks
  • We make certain assumptions and estimates in preparing our financial statements that may prove to be incorrect, which could significantly impact our results of operations, cash flows and financial condition, and we are subject to new or changing accounting rules and interpretations, and the failure by us to correctly interpret or apply these evolving rules and interpretations could have a material adverse effect.
  • The value of our goodwill and other intangible assets may decline in the future.
  • We may be unable to successfully implement our growth strategies, including the integration and successful management of newly acquired businesses.
  • Acquisitions may disrupt our business and dilute shareholder value.
  • Our tax strategies and the value of our deferred tax assets and liabilities could adversely affect our operating results and regulatory capital ratios.
  • Liquidity is essential to our business.
  • We rely on dividends from our subsidiaries for most of our revenue.
  • If our risk management framework does not effectively identify or mitigate our risks, we could suffer losses.
  • Market Risks
  • We are subject to interest rate risk, and fluctuations in market interest rates may affect our interest margins and income, demand for our products, defaults on loans, loan prepayments and the fair value of our financial instruments.
  • The soundness of other financial institutions could adversely affect us.
  • We may need to raise additional capital in the future and such capital may not be available on acceptable terms or at all.
  • Technology and Cybersecurity Risks
  • Emerging technology, including cloud computing and artificial intelligence (“AI”), introduces new risks while possibly being essential to support business strategy.
  • We rely on third parties to provide critical business services and protect the confidentiality, integrity, and availability of confidential data.
  • We, or our service providers, may experience a cyber-attack, system failure, natural disaster, or other uncontrollable events that may disrupt business operations.
  • We are subject to evolving laws and regulations relating to cybersecurity protection and data privacy, and failure to comply could expose the Company to regulatory liability, reputational risk and financial risk.
  • Risks Related to our Common Stock
  • We may not pay or may reduce the dividends on our common stock, and our ability to pay dividends is subject to certain restrictions.
  • We may issue debt and equity securities or securities convertible into equity securities, any of which may be senior to our common stock as to distributions and in liquidation, which could dilute our current shareholders or negatively affect the value of our common stock.
  • Our certificate of incorporation, our bylaws, and certain banking laws may have an anti-takeover effect.
  • The market price of our common stock may fluctuate significantly in response to a number of factors.
  • General Risk Factors
  • We may not be able to attract and retain skilled people.
  • Loss of key employees may disrupt relationships with certain customers.
  • We use financial models for business planning purposes that may not adequately predict future results.
  • We depend on the accuracy and completeness of information about or from customers and counterparties.
  • Our business may be adversely affected by conditions in the financial markets and economic conditions generally, including macroeconomic pressures such as inflation, supply chain issues, geopolitical risks associated with international conflict.
  • Severe weather, natural disasters, public health emergencies and pandemics, acts of war or terrorism, and other external events could significantly impact our business.
  • Negative public opinion could damage our reputation and impact business operations and revenues.
  • Environmental, social and governance matters, and any related reporting obligations may impact our business.

Legal proceedings

From time to time, we are a party to or otherwise involved in legal proceedings arising out of the normal course of business. Regardless of the outcome, litigation can have an adverse impact on us because of prosecution, defense and settlement costs, unfavorable awards, diversion of management resources and other factors. Management believes that the aggregate liability, if any, arising from such litigation would not have a material adverse effect on the Company’s consolidated financial statements. For more information with respect to our legal proceedings see Note 12, Commitments and Contingencies, of the notes to the to the consolidated financial statements included in Part II, Item 8, of this Annual Report on Form 10-K.

The opening of Item 3, Legal Proceedings.4

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