FISIFINANCIAL INSTITUTIONS INC

National Commercial Banks

Revenue: —
Operating margin: —
EBITDA: —
Market cap: $634M
Employees: 631
Net debt / EBITDA: —; $203M net debt
AI in 10-K: 1.2; mentions per 10K words

Takeover score 3 of 13

Fixable underperformance 2 of 7

TSR below peersNo
2 of 5 years
3+ of last 5 years
High CEO pay despite TSRNo
$1M median
Median CEO pay ≥ $15M while TSR trails
Earnings not backed by cashYes
25% of net income
Cash flow under 80% of net income
Dilutive SBCNo
—
Over 10% of revenue
Payouts exceed cash flowYes
192% of cash flow
Buybacks + dividends over cash flow
Goodwill-heavyNo
1% of assets
Over 40% of assets
Shareholder dissentNo
89% lowest support
Any vote under 80% support

Buyer economics 1 of 4

Low revenue per employeeNo
—
Bottom quartile of its SIC industry
Quiet on AINo
1.2 per 10K words · 38th pct
Bottom quartile of AI mentions in 10-Ks
Net cashNo
—
More cash than debt, positive EBITDA
Buyout-sizedYes
$634M market cap
Market cap $500M–$5B

Catalysts 0 of 2

Active 13DNo
0 filings
Active-intent 13D in 18 months
Net insider sellingNo
$45K net
Net sales over $10M in 12 months

Financials

Metric	FY2021	FY2022	FY2023	FY2024	FY2025	YoY	Trend
Net income	$78M	$57M	$50M	−$42M	$75M	280%
Operating cash flow	$73M	$134M	$11M	$77M	$19M	76%
Capex	$9M	$8M	$3M	$5M	$6M	12%
Stock-based comp	$2M	$3M	$2M	$2M	$3M	91%
Buybacks	$9M	$15M	$571K	$426K	$11M	2581%
Dividends	$17M	$18M	$18M	$19M	$25M	33%

Deal filings

None.

13D filers

Filed	Filer	Form	Stake	Intent
Oct 2, 2025	PL Capital Advisors, LLC	SCHEDULE 13D/A	8.9%	Passive
Aug 15, 2025	PL Capital Advisors, LLC	SCHEDULE 13D/A	7.5%	Passive
Mar 18, 2025	PL Capital Advisors, LLC	SCHEDULE 13D	6.3%	Passive

Insider trading

Open-market buys, 12 mo: $45K · 2
Open-market sells, 12 mo: $0 · 0
Net: $45K

Pay vs performance

Year	CEO total comp	Comp actually paid	TSR (indexed)	Peer TSR
FY2025	$2M	$3M	177	160
FY2024	$1M	$1M	148	146
FY2023	$1M	$1M	109	123
FY2022	$1M	$1M	117	123
FY2021	$1M	$2M	146	139