Arrow Financial Q3 2026 profit falls to $5.7M
Adirondack operations added 20 locations and contributed $4.4 million of net income through September 30, 2026.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
10-Q
Arrow Financial Corporation (AROW) reported third-quarter 2026 net income of $5.7 million, versus $12.825 million in the third quarter of 2025; diluted earnings per share were $0.31, compared with $0.77. Net interest income was $48.733 million, versus $34.131 million. For the first nine months of 2026, net income was $30.147 million, compared with $29.940 million.
Arrow completed its acquisition of Adirondack Bancorp on July 1, 2026; the combined bank added 20 locations. Each Adirondack common share converted into the right to receive 1.8610 Arrow shares and $18.72 in cash. Arrow issued approximately 1.98 million shares, valued at approximately $81.2 million, and paid approximately $19.9 million in cash. From the acquisition date through September 30, Adirondack contributed $9.2 million in net interest income and $4.4 million in net income.
1 point · 0 major0 major · 1 point
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointAdirondack acquisition added 20 locations and contributed $4.4 million in net income.
Negative
- Moderate pointThird-quarter net income: $5.7 million, versus $12.825 million in 2025.
Filing Explained
Adirondack shares equal nine point six five percent of post-issuance common shares; the completed Skene purchase records two million dollars payable.
This quarterly report records Arrow's completed
For the completed Adirondack acquisition, Arrow says the approximately 1.98 million shares issued represented
The Adirondack acquisition's fair values for loans, identifiable intangible assets and certain assumed liabilities remain provisional; any measurement-period adjustments will be recorded when determined, with corresponding goodwill adjustments, within a period not exceeding one year from the acquisition date.
Key Figures
Third-quarter net income: $5.7 million
Diluted earnings per share: $0.31 per share
Net interest income: $48.733 million
+4 more
7 metrics
Third-quarter net income
$5.7 million
Three months ended September 30, 2026; $12.825 million in 2025
Diluted earnings per share
$0.31 per share
Three months ended September 30, 2026; $0.77 in 2025
Net interest income
$48.733 million
Three months ended September 30, 2026; $34.131 million in 2025
Shares issued for Adirondack acquisition
Approximately 1.98 million shares
Acquisition completed July 1, 2026
Cash paid for Adirondack acquisition
Approximately $19.9 million
Acquisition completed July 1, 2026
Adirondack net income
$4.4 million
From acquisition date through September 30, 2026
Locations added
20 locations
Adirondack acquisition
Key Terms
acquisition method of accounting, provisional fair values, PCD loans, discounted cash flow (DCF) method, +1 more
5 terms
acquisition method of accounting financial
"accounted for under the acquisition method of accounting"
An accounting method used when one company obtains control of another; the acquirer records the purchase by measuring the fair value of the consideration it gives up, identifying and measuring the acquiree’s identifiable assets and liabilities at their fair values, and recognizing either goodwill for excess purchase price or a gain if the fair value of net assets exceeds consideration. Measurement-period adjustments are allowed to revise provisional amounts as more information becomes available; the method applies only when control is obtained and replaces earlier approaches that combined owners’ interests without fair-value measurement.
provisional fair values financial
"fair values assigned to certain assets acquired and liabilities assumed are provisional"
PCD loans financial
"loans, some of which have experienced more than insignificant credit deterioration since origination"
discounted cash flow (DCF) method financial
"uses the discounted cash flow (DCF) method to estimate expected credit losses"
non-credit-related discount financial
"recognized as a non-credit-related discount"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were AROW's third-quarter 2026 earnings?
Arrow reported net income of $5.7 million for the three months ended September 30, 2026, compared with $12.825 million for the same 2025 period. Diluted earnings per share were $0.31 and $0.77, respectively.
What were the terms of AROW's Adirondack Bancorp acquisition?
Arrow completed the acquisition on July 1, 2026. Each Adirondack common share converted into the right to receive 1.8610 Arrow shares and $18.72 in cash. Arrow issued approximately 1.98 million shares and paid approximately $19.9 million in cash; the acquisition added 20 locations.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2026
or
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 0-12507
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
| Registrant’s telephone number, including area code: | ||||||||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☑ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☑ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | ☑ | |||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
| 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 standard provided pursuant to Section 13(a) of the Exchange Act. | ☐ | ||||||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☑ No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class | Outstanding as of October 30, 2026 | |||||||
| Common Stock, par value $1.00 per share | ||||||||
ARROW FINANCIAL CORPORATION
FORM 10-Q
TABLE OF CONTENTS
| Page | |||||
PART I - FINANCIAL INFORMATION | |||||
Item 1. Financial Statements | 3 | ||||
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations | 41 | ||||
Item 3. Quantitative and Qualitative Disclosures About Market Risk | 65 | ||||
Item 4. Controls and Procedures | 67 | ||||
PART II - OTHER INFORMATION | |||||
Item 1. Legal Proceedings | 68 | ||||
Item 1.A. Risk Factors | 68 | ||||
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 68 | ||||
Item 3. Defaults Upon Senior Securities | 68 | ||||
Item 4. Mine Safety Disclosures | 68 | ||||
Item 5. Other Information | 68 | ||||
Item 6. Exhibits | 70 | ||||
SIGNATURES | 71 | ||||
2
PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
ARROW FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Share and Per Share Amounts)
(Unaudited)
| September 30, 2026 | December 31, 2025 | ||||||||||||||||
| ASSETS | |||||||||||||||||
| Cash and Due From Banks | $ | $ | |||||||||||||||
| Interest-Earning Deposits at Banks | |||||||||||||||||
| Investment Securities: | |||||||||||||||||
| Available-for-Sale at Fair Value | |||||||||||||||||
Held-to-Maturity (Fair Value of $ | |||||||||||||||||
| Equity Securities | |||||||||||||||||
| Other Investments | |||||||||||||||||
| Loans | |||||||||||||||||
| Allowance for Credit Losses | ( | ( | |||||||||||||||
| Net Loans | |||||||||||||||||
| Premises and Equipment, Net | |||||||||||||||||
| Goodwill | |||||||||||||||||
| Other Intangible Assets, Net | |||||||||||||||||
| Other Assets | |||||||||||||||||
| Total Assets | $ | $ | |||||||||||||||
| LIABILITIES | |||||||||||||||||
| Noninterest-Bearing Deposits | $ | $ | |||||||||||||||
| Interest-Bearing Checking Accounts | |||||||||||||||||
| Savings Deposits | |||||||||||||||||
| Time Deposits over $250 | |||||||||||||||||
| Other Time Deposits | |||||||||||||||||
| Total Deposits | |||||||||||||||||
| Borrowings | |||||||||||||||||
| Junior Subordinated Obligations Issued to Unconsolidated Subsidiary Trusts | |||||||||||||||||
| Finance Leases | |||||||||||||||||
| Other Liabilities | |||||||||||||||||
| Total Liabilities | |||||||||||||||||
| STOCKHOLDERS’ EQUITY | |||||||||||||||||
Preferred Stock, $ | |||||||||||||||||
Common Stock, $ | |||||||||||||||||
| Additional Paid-in Capital | |||||||||||||||||
| Retained Earnings | |||||||||||||||||
| Accumulated Other Comprehensive Loss | ( | ( | |||||||||||||||
Treasury Stock, at Cost ( | ( | ( | |||||||||||||||
| Total Stockholders’ Equity | |||||||||||||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | |||||||||||||||
See Notes to Unaudited Interim Consolidated Financial Statements.
3
ARROW FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, Except Per Share Amounts)
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| INTEREST AND DIVIDEND INCOME | ||||||||||||||||||||||||||
| Interest and Fees on Loans | $ | $ | $ | $ | ||||||||||||||||||||||
| Interest on Deposits at Banks | ||||||||||||||||||||||||||
| Interest and Dividends on Investment Securities: | ||||||||||||||||||||||||||
| Fully Taxable | ||||||||||||||||||||||||||
| Exempt from Federal Taxes | ||||||||||||||||||||||||||
| Total Interest and Dividend Income | ||||||||||||||||||||||||||
| INTEREST EXPENSE | ||||||||||||||||||||||||||
| Interest-Bearing Checking Accounts | ||||||||||||||||||||||||||
| Savings Deposits | ||||||||||||||||||||||||||
| Time Deposits over $250 | ||||||||||||||||||||||||||
| Other Time Deposits | ||||||||||||||||||||||||||
| Borrowings | ||||||||||||||||||||||||||
| Junior Subordinated Obligations Issued to Unconsolidated Subsidiary Trusts | ||||||||||||||||||||||||||
| Interest on Financing Leases | ||||||||||||||||||||||||||
| Total Interest Expense | ||||||||||||||||||||||||||
| NET INTEREST INCOME | ||||||||||||||||||||||||||
| Provision for Credit Losses on Loans | ||||||||||||||||||||||||||
| NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES | ||||||||||||||||||||||||||
| NON-INTEREST INCOME | ||||||||||||||||||||||||||
| Income From Fiduciary Activities | ||||||||||||||||||||||||||
| Fees for Other Services to Customers | ||||||||||||||||||||||||||
| Insurance Commissions | ||||||||||||||||||||||||||
| Net Gain on Securities | ||||||||||||||||||||||||||
| Net Gain on Sales of Loans | ||||||||||||||||||||||||||
| Other Operating Income | ||||||||||||||||||||||||||
| Total Non-Interest Income | ||||||||||||||||||||||||||
| NON-INTEREST EXPENSE | ||||||||||||||||||||||||||
| Salaries and Employee Benefits | ||||||||||||||||||||||||||
| Occupancy Expenses, Net | ||||||||||||||||||||||||||
| Technology and Equipment Expense | ||||||||||||||||||||||||||
| FDIC Assessments | ||||||||||||||||||||||||||
| Other Operating Expense | ||||||||||||||||||||||||||
| Total Non-Interest Expense | ||||||||||||||||||||||||||
| INCOME BEFORE PROVISION FOR INCOME TAXES | ||||||||||||||||||||||||||
| Provision for Income Taxes | ||||||||||||||||||||||||||
| NET INCOME | $ | $ | $ | $ | ||||||||||||||||||||||
| Average Shares Outstanding: | ||||||||||||||||||||||||||
| Basic | ||||||||||||||||||||||||||
| Diluted | ||||||||||||||||||||||||||
| Per Common Share: | ||||||||||||||||||||||||||
| Basic Earnings | $ | $ | $ | $ | ||||||||||||||||||||||
| Diluted Earnings | ||||||||||||||||||||||||||
See Notes to Unaudited Interim Consolidated Financial Statements.
4
ARROW FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(In Thousands)
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net Income | $ | $ | $ | $ | |||||||||||||||||||
| Other Comprehensive (Loss) Income, Net of Tax: | |||||||||||||||||||||||
| Net Unrealized Securities Holding (Loss) Gain Arising During the Period | ( | ( | |||||||||||||||||||||
| Net Unrealized Gain (Loss) on Cash Flow Hedge Agreements | ( | ( | |||||||||||||||||||||
| Reclassification of Net Unrealized (Gain) Loss on Cash Flow Hedge Agreements to Interest Expense | ( | ( | ( | ||||||||||||||||||||
| Amortization of Net Retirement Plan Actuarial Gain | ( | ( | ( | ( | |||||||||||||||||||
| Amortization of Net Retirement Plan Prior Service Cost | |||||||||||||||||||||||
| Other Comprehensive (Loss) Income | ( | ( | |||||||||||||||||||||
| Comprehensive (Loss) Income | $ | ( | $ | $ | $ | ||||||||||||||||||
See Notes to Unaudited Interim Consolidated Financial Statements.
5
ARROW FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(In Thousands, Except Share and Per Share Amounts)
(Unaudited)
| Nine Months Ended September 30, 2026 | |||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Retained Earnings | Accumu-lated Other Com- prehensive Loss | Treasury Stock | Total | ||||||||||||||||||||||||||||||||||||
Balance at December 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Net Income | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Other Comprehensive Loss | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||
Cash Dividends Paid, $ | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||
Stock Options Exercised, Net ( | — | — | — | ||||||||||||||||||||||||||||||||||||||
Shares Issued Under the Directors’ Stock Plan ( | — | — | — | ||||||||||||||||||||||||||||||||||||||
Shares Issued Under the Employee Stock Purchase Plan ( | — | — | — | ||||||||||||||||||||||||||||||||||||||
Shares Issued Related to Restricted Stock Units ( | — | ( | — | — | |||||||||||||||||||||||||||||||||||||
Shares Issued, Net of Forfeitures, Related to Restricted Share Awards ( | — | ( | — | — | |||||||||||||||||||||||||||||||||||||
| Compensation expense related to Employee Stock Purchase Plan | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Stock-Based Compensation Expense | — | — | — | — | |||||||||||||||||||||||||||||||||||||
Purchase of Treasury Stock related to vesting or exercise of stock based compensation awards ( | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||
Shares Issued from Treasury for acquisition ( | — | — | — | ||||||||||||||||||||||||||||||||||||||
Balance at September 30, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Three Months Ended September 30, 2026 | |||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Retained Earnings | Accumu-lated Other Com- prehensive Loss | Treasury Stock | Total | ||||||||||||||||||||||||||||||||||||
Balance at June 30, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Net Income | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Other Comprehensive Loss | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||
Cash Dividends Paid, $ | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||
Stock Options Exercised, Net ( | — | — | — | ||||||||||||||||||||||||||||||||||||||
Shares Issued Under the Directors’ Stock Plan ( | — | — | — | ||||||||||||||||||||||||||||||||||||||
Shares Issued Under the Employee Stock Purchase Plan ( | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Compensation expense related to Employee Stock Purchase Plan | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Stock-Based Compensation Expense | — | — | — | — | |||||||||||||||||||||||||||||||||||||
Purchase of Treasury Stock related to the vesting or exercise of stock based compensation awards ( | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||
Shares Issued from Treasury for acquisition ( | — | — | — | ||||||||||||||||||||||||||||||||||||||
Balance at September 30, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||
6
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Retained Earnings | Accumu-lated Other Com- prehensive Loss | Treasury Stock | Total | ||||||||||||||||||||||||||||||||||||
Balance at December 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Net Income | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Other Comprehensive Income | — | — | — | — | |||||||||||||||||||||||||||||||||||||
Cash Dividends Paid, $ | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||
Stock Options Exercised, Net ( | — | — | — | ||||||||||||||||||||||||||||||||||||||
Shares Issued Under the Directors’ Stock Plan ( | — | — | — | ||||||||||||||||||||||||||||||||||||||
Shares Issued Under the Employee Stock Purchase Plan ( | — | — | — | ||||||||||||||||||||||||||||||||||||||
Shares Issued Related to Restricted Stock Units ( | — | ( | — | — | |||||||||||||||||||||||||||||||||||||
Shares Issued Related to Restricted Share Awards ( | — | ( | — | — | |||||||||||||||||||||||||||||||||||||
| Compensation expense related to Employee Stock Purchase Plan | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Stock-Based Compensation Expense | — | — | — | — | |||||||||||||||||||||||||||||||||||||
Purchase of Treasury Stock related to the vesting or exercise of stock based compensation awards ( | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||
Purchase of Treasury Stock under repurchase programs ( | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||
Balance at September 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Retained Earnings | Accumu-lated Other Com- prehensive Loss | Treasury Stock | Total | ||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Net Income | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Other Comprehensive Loss | — | — | — | — | |||||||||||||||||||||||||||||||||||||
Cash Dividends Paid, $ | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||
Shares Issued Under the Directors’ Stock Plan ( | — | — | — | ||||||||||||||||||||||||||||||||||||||
Shares Issued Under the Employee Stock Purchase Plan ( | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Compensation expense related to Employee Stock Purchase Plan | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Stock-Based Compensation Expense | — | — | — | ||||||||||||||||||||||||||||||||||||||
Purchase of Treasury Stock under repurchase programs ( | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||
Balance at September 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||
1 Cost of Treasury Stock includes the Stock Buyback Tax Under the Inflation Reduction Act of 2022.
See Notes to Unaudited Interim Consolidated Financial Statements.
7
ARROW FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
| Nine Months Ended September 30, | |||||||||||
| Cash Flows from Operating Activities: | 2026 | 2025 | |||||||||
| Net Income | $ | $ | |||||||||
| Provision for Credit Losses | |||||||||||
| Depreciation and Amortization | |||||||||||
| Net gain on equity securities | ( | ( | |||||||||
| Loans originated and held-for-sale | ( | ( | |||||||||
| Proceeds from the sale of loans held-for-sale | |||||||||||
| Net gain on the sale of loans | ( | ( | |||||||||
| Net loss on the sale of premises and equipment, other real estate owned and repossessed assets | |||||||||||
| Contributions to retirement benefit plans | ( | ( | |||||||||
| Deferred income tax benefit | |||||||||||
| Settlement of purchased Energy Production Tax Credits | ( | ||||||||||
| Shares issued under the Directors’ Stock Plan | |||||||||||
| Stock-based compensation expense | |||||||||||
| Tax benefit from exercise of stock options | |||||||||||
| Net decrease (increase) in Other Assets | ( | ||||||||||
| Net increase (decrease) in Other Liabilities | ( | ||||||||||
| Net Cash Provided By Operating Activities | |||||||||||
| Cash Flows from Investing Activities: | |||||||||||
| Proceeds from maturities, calls, and principal repayments of securities AFS | |||||||||||
| Proceeds from sales of securities AFS | |||||||||||
| Purchases of securities AFS | ( | ( | |||||||||
| Proceeds from maturities, calls, and principal repayments of securities HTM | |||||||||||
| Purchases of securities HTM | ( | ( | |||||||||
| Net increase in loans | ( | ( | |||||||||
| Termination of Fair Value Hedge | ( | ||||||||||
| Proceeds from sales of premises and equipment, OREO and repos | |||||||||||
| Purchases of premises and equipment | ( | ( | |||||||||
| Purchase of FHLB stock | ( | ( | |||||||||
| Cash acquired, net of cash consideration paid | |||||||||||
| Net Cash Provided (Used) By Investing Activities | ( | ||||||||||
| Cash Flows from Financing Activities: | |||||||||||
| Net change in deposits | ( | ||||||||||
| Finance lease payments | ( | ( | |||||||||
| Increase in Borrowings | |||||||||||
| Decrease in Borrowings | ( | ||||||||||
| Net cash collateral received from derivative counterparties | |||||||||||
| Termination of Cash Flow Hedge | ( | ||||||||||
| Purchase of treasury stock | ( | ( | |||||||||
| Stock options exercised, net | |||||||||||
| Shares issued under ESPP | |||||||||||
| Cash dividends paid | ( | ( | |||||||||
| Net Cash Provided By Financing Activities | |||||||||||
| Net Increase in Cash and Cash Equivalents | |||||||||||
| Cash and Cash Equivalents at Beginning of Period | |||||||||||
| Cash and Cash Equivalents at End of Period | $ | $ | |||||||||
8
| Supplemental Disclosures to Statements of Cash Flow Information: | |||||||||||
| Interest on deposits and borrowings | $ | $ | |||||||||
| Income taxes | |||||||||||
| Transfer of loans to other real estate owned and repossessed assets | |||||||||||
| Total fair value of Commercial Loan Participation transferred to Other Assets | |||||||||||
| Assets acquired in acquisition of Adirondack Bancorp Inc., net of cash | 937,345 | ||||||||||
| Liabilities assumed in acquisition of Adirondack Bancorp Inc. | |||||||||||
| Common stock issued for acquisition of Adirondack Bancorp Inc. | |||||||||||
See Notes to Unaudited Interim Consolidated Financial Statements.
9
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1.RISKS AND UNCERTAINTIES
Nature of Operations - Arrow Financial Corporation ("Arrow"), a New York corporation, was incorporated on March 21, 1983 and is registered as a bank holding company within the meaning of the Bank Holding Company Act of 1956. Arrow's banking subsidiary is Arrow Bank National Association® ("Arrow Bank™") whose main office is located in Glens Falls, New York. Arrow Bank provides a full range of services to individuals and small to mid-size businesses in New York State from Albany to the Canadian border to the north and to Central New York to the west. In addition, through an indirect lending program, Arrow sources consumer loans from an extensive network of automobile dealers that operate throughout New York and Vermont. Active subsidiaries of Arrow Bank are Upstate Agency LLC, offering insurance services including property, and casualty insurance, group health insurance and individual life insurance products and Adirondack Insurance Services, Inc., which operates as an independent insurance agency that represents several different insurance companies to offer competitive personal and business insurance products. Arrow Bank has a wealth management department which provides investment management and trust services. North Country Investment Advisers, Inc., a registered investment adviser that provided investment advice to Arrow's proprietary mutual fund until the fund was transferred to a new investment advisor in the first half of 2025, and Arrow Properties, Inc., a real estate investment trust, or REIT, are subsidiaries of Arrow Bank. Arrow also directly owns four subsidiary business trusts to issue trust preferred securities (TRUPs), a portion of which are still outstanding.
Concentrations of Credit - With the exception of some indirect auto lending, Arrow's loans are primarily with borrowers in upstate New York. Although the loan portfolio of Arrow Bank is well diversified, tourism has a substantial impact on the northeastern New York economy. Commitments to extend credit primarily relate to the same loan categories presented in Note 5 and are subject to the Company’s normal credit approval and monitoring procedures. Generally, the loans are secured by assets and are expected to be repaid from cash flow or the sale of selected assets of the borrowers. Arrow evaluates each customer's creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by Arrow upon extension of credit, is based upon Management's credit evaluation of the counterparty. The nature of the collateral varies with the type of loan and may include: residential real estate, cash and securities, inventory, accounts receivable, property, plant and equipment, income producing commercial properties and automobiles.
Liquidity - The objective of effective liquidity management is to ensure that Arrow has the ability to raise cash when needed at a reasonable cost. This includes the capability of meeting expected and unexpected obligations to Arrow's customers at any time. Given the uncertain nature of customer demands and the need to maximize earnings, Arrow must have available reasonably priced sources of funds, both on- and off-balance sheet, that can be accessed quickly in times of need. Arrow’s liquidity position should provide the Company with the necessary flexibility to address any unexpected near-term disruptions such as reduced cash flows from the investment and loan portfolio, unexpected deposit runoff, or increased loan originations.
Arrow's primary sources of available liquidity are overnight investments in federal funds sold, interest bearing bank balances at the Federal Reserve Bank of New York, FHLBNY Term Advances and cash flow from investment securities and loans.
In addition to liquidity from cash, short-term investments, investment securities and borrowings, Arrow has supplemented available operating liquidity with additional off-balance sheet sources such as a federal funds lines of credit with correspondent banks and credit lines with the FHLBNY.
Note 2. ACQUISITION
On July 1, 2026, the Company completed its acquisition of Adirondack Bancorp, Inc. (“Adirondack”), the holding company of Adirondack Bank, a New York state-chartered financial institution with branch locations spanning Oneida, Franklin, Essex, Herkimer and Clinton counties, and a loan production office in Onondaga County. As a result of the transaction, Adirondack merged with and into Arrow and Adirondack Bank merged with and into Arrow Bank. The acquisition expanded the Company's presence across the Upstate and Central New York area, with the addition of 20 locations.
On the acquisition date, each share of Adirondack’s common stock was converted into the right to receive 1.8610 shares of the Company’s common stock and $18.72 in cash. Arrow issued approximately 1.98 million shares of its common stock with an acquisition-date fair value of approximately $81.2 million and paid approximately $19.9 million in cash. The fair value of the common stock issued was determined using Arrow’s opening common-stock price of $41.06 per share on July, 1 2026. In total the Company issued 1.98 million shares of its common stock, representing 9.65 % of the Company’s outstanding shares of common stock subsequent to the issuance of the shares related to the Acquisition.
The merger was accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations. Under this method of accounting, the respective assets acquired and liabilities assumed were recorded at their estimated fair values. The excess of consideration paid over the estimated fair value of the net assets acquired totaled $44.7 million and was recorded as goodwill. The results of Adirondack's operations were included in the Company’s consolidated financial statements subsequent to the merger date. Net interest income and net income for Adirondack were $9.2 million and $4.4 million, respectively since the date of acquisition through September 30, 2026 and is included in the Consolidated Statements of Income. The fair values assigned to certain assets acquired and liabilities assumed are provisional and subject to change as additional information becomes available during the measurement period (not to exceed one year from the acquisition date). The provisional amounts primarily relate to
10
the valuation of loans, identifiable intangible assets, and certain assumed liabilities such as deposits. Adjustments to the provisional fair values, if any, will be recorded as measurement period adjustments in the reporting period in which the adjustments are determined, with corresponding adjustments to goodwill.
Consideration paid, and fair values of Adirondack’s assets acquired and liabilities assumed, along with the resulting goodwill, are summarized in the following table:
| (in thousands) | As Recorded at Acquisition | |||||||||||||||||||
| Consideration Paid: | $ | |||||||||||||||||||
| Recognized amounts of identifiable assets acquired and liabilities assumed, at fair value | ||||||||||||||||||||
| Cash and Cash Equivalents | ||||||||||||||||||||
| Securities, Available-or Sale | ||||||||||||||||||||
| Securities, Held-to-Maturity | ||||||||||||||||||||
| Other Investments | ||||||||||||||||||||
| Loans | ||||||||||||||||||||
| Allowance for Credit Losses | ( | |||||||||||||||||||
| Net Loans | ||||||||||||||||||||
| Bank Owned Life Insurance | ||||||||||||||||||||
| Premises and Equipment | ||||||||||||||||||||
| Core Deposit Intangible | ||||||||||||||||||||
| Other Assets | ||||||||||||||||||||
| Total Identifiable Assets Acquired, at Fair Value | ||||||||||||||||||||
| Deposits | ||||||||||||||||||||
| Junior Subordinated Obligations Issued to Unconsolidated Subsidiary Trusts | ||||||||||||||||||||
| Other Liabilities | ||||||||||||||||||||
| Total Liabilities Assumed, at Fair Value | ||||||||||||||||||||
| Total Identifiable Net Assets, at Fair Value | $ | |||||||||||||||||||
| Goodwill | $ | |||||||||||||||||||
Purchased Loans
Purchased loans were recorded at their amortized cost, less an allowance for credit losses on the Acquisition Date. There is no provision for credit loss expense recognized on purchased loans because the initial allowance is established by grossing-up the amortized cost of the purchased loans. The remaining difference between the net amortized cost basis and the allowance for credit losses and the fair value allocated to the loans on the date of acquisition is recognized as a non-credit-related discount that will be accreted into interest income over the life of the loans.
The Company has purchased loans, some of which have experienced more than insignificant credit deterioration since origination ("PCD" loans). The following table presents a reconciliation of acquired PCD loans between their purchase price and par value at the time of acquisition:
| (in thousands) | ||||||||||||||
| Par value of PCD Loans at Acquisition | $ | |||||||||||||
| Allowance for Credit Losses at Acquisition | ( | |||||||||||||
| Non-Credit Discount at Acquisition | ( | |||||||||||||
| Purchase Price of PCD Loans | $ | |||||||||||||
11
Pro Forma Information (unaudited)
The following table presents selected unaudited pro forma financial information reflecting the acquisition of Adirondack assuming the acquisition was completed as of January 1, 2025. The unaudited pro forma financial information includes adjustments for scheduled amortization and accretion of fair value adjustments recorded at the acquisition. The unaudited pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the combined financial results of the Company and Adirondack had the transaction actually been completed at the beginning of the periods presented, nor does it indicate future results for any other interim or full-year period. Information for the three and nine months ended September 30, 2026 reflects the actual results of the Company, which include certain contract terminations costs, and exclude acquisition-related costs such as advisory, legal, accounting, valuation, and other professional fees.
Information for the three and nine months ended September 30, 2025, includes Adirondack’s calculated results for the three and nine months ended September 30, 2025 and reflect adjustments related to the amortization or accretion of purchase accounting fair value adjustments and acquisition-related costs. The unaudited pro forma information below does not reflect management’s estimate of any revenue-enhancing opportunities or anticipated cost-savings.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net interest income | $ | $ | $ | $ | |||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
Skene Valley Agency, Inc.
On September 8, 2026, the Company, through its subsidiary, Upstate Agency LLC, completed the acquisition of certain assets of Skene Valley Agency, Inc., an independent insurance agency in Washington County, New York. The Company paid an aggregate of $250 thousand in cash and recorded $2.0 million in consideration payable to acquire the assets. In addition, the Company and recorded approximately $0.9 million of customer list intangible assets and goodwill in the amount of approximately $1.35 million in conjunction with the acquisition. The goodwill from the acquisition is expected to be deductible for tax purposes. The effects of the acquired assets have been included in the consolidated financial statements since the acquisition date. The above referenced acquisition was made to expand the Company’s insurance activities.
Note 3. ACCOUNTING POLICIES
The accompanying unaudited interim Consolidated Financial Statements contain all of the adjustments necessary to present fairly the financial position as of September 30, 2026 and December 31, 2025; the results of operations for the three and nine month periods ended September 30, 2026 and 2025; the consolidated statements of comprehensive income for the three and nine month periods ended September 30, 2026 and 2025; the changes in stockholders' equity for the three and nine month periods ended September 30, 2026 and 2025; and the cash flows for the nine month periods ended September 30, 2026 and 2025. All such adjustments are of a normal recurring nature. The unaudited interim Consolidated Financial Statements should be read in conjunction with the audited annual Consolidated Financial Statements of Arrow for the year ended December 31, 2025 included in Arrow's Annual Report on Form 10-K for the year ended December 31, 2025 (the "2025 Form 10-K").
Accounting Standards Pending Adoption
ASU No. 2024-03, "Income Statement - Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses", requires new financial statement disclosures, disaggregating information for certain expense captions presented on the face of the income statements, including employee compensation, depreciation, and intangible asset amortization. In January 2025, the FASB issued ASU 2025-01, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which revises the effective date of ASU 2024-03. The ASU will become effective in interim reporting periods within annual reporting periods beginning after December 15, 2027 and early
12
adoption is permitted. Aside from complying with the new disclosure requirements, the adoption is not expected to have a material impact on the consolidated financial statements.
Other recently issued accounting standards not yet adopted as of September 30, 2026 are not expected to have a material effect on the Company’s consolidated financial position, annual results of operations and/or cash flows.
Management’s Use of Estimates
The preparation of the Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of income and expenses during the reporting period. Our most significant estimates are the allowance for credit losses, the evaluation of impairment of investment securities, goodwill impairment, pension and other postretirement liabilities and an analysis of a need for a valuation allowance for deferred tax assets. Actual results could differ from those estimates.
Allowance for Credit Losses – Loans
Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (CECL) approach requires an estimate of the credit losses expected over the life of a loan (or pool of loans). The allowance for credit losses is a valuation account that is deducted from, or added to, the loans’ amortized cost basis to present the net lifetime amount expected to be collected on the loans. Credit losses are charged off against the allowance when management believes a loan balance to be uncollectible. Expected recoveries do not exceed the aggregate of amounts previously charged off and expected to be charged off.
Management estimates the allowance using relevant available information from internal and external sources related to past events, current conditions, and a reasonable and supportable single economic forecast. Historical credit loss experience provides the basis for the estimation of expected credit losses. Arrow's historical loss experience is supplemented with peer information when there is insufficient loss data for Arrow. Peer selection is based on a review of institutions with comparable loss experience as well as loan yield, bank size, portfolio concentration and geography. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in credit concentrations, delinquency level, collateral values and underwriting standards as well as changes in economic conditions or other relevant factors. Management judgment is required at each point in the measurement process.
Portfolio segment is defined as the level at which an entity develops and documents a systematic methodology to determine its allowance for credit losses. Management developed portfolio segments for estimating loss based on type of borrower and collateral as follows:
Commercial Loans
Commercial Real Estate Loans
Consumer Loans
Residential Loans
Further details related to loan portfolio segments are included in Note 5. Loans of this Form 10-Q.
Arrow utilizes regression analyses of peer data where observed credit losses and selected economic factors were utilized to determine suitable loss drivers for modeling lifetime probability of default (PD) rates. Arrow uses the discounted cash flow (DCF) method to estimate expected credit losses for the commercial, commercial real estate, and residential segments. For each of these loan segments, Arrow generates cash flow projections at the instrument level wherein payment expectations are adjusted for estimated prepayment speed, curtailments, time to recovery, PD, and segment-specific loss given default (LGD) risk factors. The modeling of expected prepayment speeds, curtailment rates, and time to recovery are based on historical internal data and adjusted, if necessary, based on the reasonable and supportable forecast of economic conditions.
For the loan segments utilizing the DCF method (commercial, commercial real estate, and residential) management utilizes externally developed economic forecast of the following economic factors as loss drivers: national unemployment, gross domestic product and Case-Shiller U.S. National Home Price Index (HPI). The economic forecast is applied over a reasonable and supportable forecast period. Arrow utilizes a six quarter reasonable and supportable forecast period with an eight quarter reversion to the historic mean on a straight-line basis.
The combination of adjustments for credit expectations (default and loss) and timing expectations (prepayment, curtailment, and time to recovery) produces an expected cash flow stream at the instrument level. Instrument effective yield is calculated, net of the impacts of prepayment assumptions, and the instrument expected cash flows are then discounted at that effective yield to produce an instrument-level net present value of expected cash flows (NPV). An allowance for credit loss is established for the difference between the instrument’s NPV and amortized cost basis.
For acquired loans, an allowance for credit losses is established for PCD loans and purchased seasoned loans ("PSL" loans). The allowance for credit losses at the date of acquisition is added to the purchase price to determine the initial amortized cost basis for PCD and PSL loans. Credit losses are estimated using expected credit losses on the basis of the unpaid principal balance of the loans.
Arrow uses the vintage analysis method to estimate expected credit losses for the consumer loan segment. The vintage method was selected since the loans within the consumer loan segment are homogeneous, not just by risk characteristic, but by loan structure. Under the vintage analysis method, a loss rate is calculated based on the quarterly net charge-offs to the outstanding loan balance for
13
each vintage year over the lookback period. Once this periodic loss rate is calculated for each quarter in the lookback period, the periodic rates are averaged into the loss rate. The loss rate is then applied to the outstanding loan balances based on the loan's vintage year. Arrow maintains, over the life of the loan, the loss curve by vintage year. If estimated losses computed by the vintage method need to be adjusted based on current conditions and the reasonable and supportable economic forecast, these adjustments would be incorporated over a six quarter reasonable and supportable forecast period, reverting to historical losses using a straight-line method over an eight quarter period.
Arrow considers the need to qualitatively adjust expected credit loss estimates for information not already captured in the loss estimation process. These qualitative factor adjustments may increase or decrease management’s estimate of expected credit losses. Adjustments are not made for information that has already been considered and included in the loss estimation process.
Arrow considers the qualitative factors that are relevant to Arrow as of the reporting date, which may include, but are not limited to the following factors:
•The nature and volume of Arrow's financial assets;
•The existence, growth, and effect of any concentrations of credit;
•The volume and severity of past due loans, the volume of nonaccrual loans, and the volume and severity of adversely classified or graded loans;
•The value of the underlying collateral for loans that are not collateral-dependent;
•Arrow's lending policies and procedures, including changes in underwriting standards and practices for collections, write-offs, and recoveries;
•The quality of Arrow's loan review function;
•The experience, ability, and depth of Arrow's lending, investment, collection, and other relevant management/staff;
•The effect of other external factors such as the regulatory, legal and technological environments; competition; and events such as natural disasters;
•Actual and expected changes in international, national, regional, and local economic and business conditions and developments in which the institution operates that affect the collectability of financial assets; and
•Other qualitative factors not reflected in quantitative loss rate calculations.
All loans that exceed $250 thousand which are on nonaccrual, are evaluated on an individual basis. For collateral dependent financial assets where Arrow has determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and Arrow expects repayment of the financial asset to be provided substantially through the sale of the collateral, Arrow has elected to measure the allowance for credit loss as the difference between the fair value of the collateral less cost to sell, and the amortized cost basis of the asset as of the measurement date. In the event the repayment of a collateral dependent financial asset is expected to be provided substantially through the operation of the collateral, Arrow will use fair value of the collateral at the reporting date when recording the net carrying amount of the asset and determining the allowance for credit losses. When repayment is expected to be from the sale of the collateral, expected credit losses are calculated as the amount by which the amortized cost basis of the financial asset exceeds the fair value of the underlying collateral less estimated cost to sell. The allowance for credit losses may be zero if the fair value of the collateral at the measurement date exceeds the amortized cost basis of the financial asset.
Arrow evaluates whether a modification represents a new loan or a continuation of an existing loan, consistent with the current GAAP treatment for other loan modifications. In addition, Arrow evaluates and if necessary, discloses if loan modifications made to borrowers experiencing financial difficulty contain a financial concession
Estimated Credit Losses on Off-Balance Sheet Credit Exposures Recognized as Other Liabilities - Arrow estimates expected credit losses over the contractual period in which Arrow has exposure to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by Arrow. The allowance for credit losses on off-balance sheet credit exposures recognized in other liabilities, is adjusted as an expense in other non-interest expense. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over their estimated lives. Estimating credit losses on unfunded commitments requires Arrow to consider the following categories of off-balance sheet credit exposure: unfunded commitments to extend credit, unfunded lines of credit, and standby letters of credit. Each of these unfunded commitments is then analyzed for a probability of funding to calculate a probable funding amount. The life of loan loss factor by related portfolio segment from the loan allowance for credit loss calculation is then applied to the probable funding amount to calculate the estimated credit losses on off-balance sheet credit exposures recognized as other liabilities.
Note 4. INVESTMENT SECURITIES (In Thousands)
The following table is the schedule of Available-For-Sale ("AFS") Securities at September 30, 2026 and December 31, 2025:
| Available-For-Sale Securities | ||||||||||||||||||||||||||||||||||||||||||||
| U.S. Treasuries | U.S. Government & Agency Obligations | State and Municipal Obligations | Mortgage- Backed Securities | Corporate and Other Debt Securities | Small Business Admin Securities | Total Available- For-Sale Securities | ||||||||||||||||||||||||||||||||||||||
| September 30, 2026 | ||||||||||||||||||||||||||||||||||||||||||||
| Available-For-Sale Securities, at Amortized Cost | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Gross Unrealized Gains | ||||||||||||||||||||||||||||||||||||||||||||
| Gross Unrealized Losses | ( | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||
14
| Available-For-Sale Securities | ||||||||||||||||||||||||||||||||||||||||||||
| U.S. Treasuries | U.S. Government & Agency Obligations | State and Municipal Obligations | Mortgage- Backed Securities | Corporate and Other Debt Securities | Small Business Admin Securities | Total Available- For-Sale Securities | ||||||||||||||||||||||||||||||||||||||
| Available-For-Sale Securities, at Fair Value | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Available-For-Sale Securities, Pledged as Collateral, at Fair Value | ||||||||||||||||||||||||||||||||||||||||||||
| Maturities of Debt Securities, at Amortized Cost: | ||||||||||||||||||||||||||||||||||||||||||||
| Within One Year | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Over 1 - 5 Years | ||||||||||||||||||||||||||||||||||||||||||||
| Over 5 - 10 Years | ||||||||||||||||||||||||||||||||||||||||||||
| Over 10 Years | ||||||||||||||||||||||||||||||||||||||||||||
| Maturities of Debt Securities, at Fair Value: | ||||||||||||||||||||||||||||||||||||||||||||
| Within One Year | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Over 1 - 5 Years | ||||||||||||||||||||||||||||||||||||||||||||
| Over 5 - 10 Years | ||||||||||||||||||||||||||||||||||||||||||||
| Over 10 Years | ||||||||||||||||||||||||||||||||||||||||||||
| Securities in a Continuous Loss Position, at Fair Value: | ||||||||||||||||||||||||||||||||||||||||||||
| Less than 12 Months | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| 12 Months or Longer | ||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Number of Securities in a Continuous Loss Position | ||||||||||||||||||||||||||||||||||||||||||||
| Unrealized Losses on Securities in a Continuous Loss Position: | ||||||||||||||||||||||||||||||||||||||||||||
| Less than 12 Months | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| 12 Months or Longer | ||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Available-For-Sale Securities, at Amortized Cost | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Gross Unrealized Gains | ||||||||||||||||||||||||||||||||||||||||||||
| Gross Unrealized Losses | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Available-For-Sale Securities, at Fair Value | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Available-For-Sale Securities, Pledged as Collateral, at Fair Value | ||||||||||||||||||||||||||||||||||||||||||||
| Securities in a Continuous Loss Position, at Fair Value: | ||||||||||||||||||||||||||||||||||||||||||||
| Less than 12 Months | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| 12 Months or Longer | ||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Number of Securities in a Continuous Loss Position | ||||||||||||||||||||||||||||||||||||||||||||
| Unrealized Losses on Securities in a Continuous Loss Position: | ||||||||||||||||||||||||||||||||||||||||||||
| Less than 12 Months | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
15
| Available-For-Sale Securities | ||||||||||||||||||||||||||||||||||||||||||||
| U.S. Treasuries | U.S. Government & Agency Obligations | State and Municipal Obligations | Mortgage- Backed Securities | Corporate and Other Debt Securities | Small Business Admin Securities | Total Available- For-Sale Securities | ||||||||||||||||||||||||||||||||||||||
| 12 Months or Longer | ||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
There was no
The following is a summary of realized gains and losses recognized in net income on available-for-sale securities sold during the three and nine month periods ended September 30, 2026. There were no sales of available-for-sale securities sold during the three and nine month periods ended September 30, 2025.
Three and Nine Months Ended September 30, 2026 | ||||||||||||||
| Proceeds from sales of AFS securities | $ | |||||||||||||
| Amortized cost basis of AFS securities sold | ||||||||||||||
| Net realized gains (losses) on AFS securities | $ | |||||||||||||
The following table is the schedule of Held-To-Maturity ("HTM") Securities at September 30, 2026 and December 31, 2025:
| Held-To-Maturity Securities | ||||||||||||||||||||||||||
| State and Municipal Obligations | Mortgage- Backed Securities | Total Held-To Maturity Securities | ||||||||||||||||||||||||
| September 30, 2026 | ||||||||||||||||||||||||||
| Held-To-Maturity Securities, at Amortized Cost | $ | $ | $ | |||||||||||||||||||||||
| Gross Unrealized Losses | ( | ( | ( | |||||||||||||||||||||||
| Held-To-Maturity Securities, at Fair Value | ||||||||||||||||||||||||||
| Held-To-Maturity Securities, Pledged as Collateral, at Carrying Value | ||||||||||||||||||||||||||
| Held-To-Maturity Securities, Pledged as Collateral, at Fair Value | ||||||||||||||||||||||||||
| Maturities of Debt Securities, at Amortized Cost: | ||||||||||||||||||||||||||
| Within One Year | $ | $ | $ | |||||||||||||||||||||||
| Over 1 - 5 Years | ||||||||||||||||||||||||||
| Over 5 - 10 Years | ||||||||||||||||||||||||||
| Over 10 Years | ||||||||||||||||||||||||||
| Maturities of Debt Securities, at Fair Value: | ||||||||||||||||||||||||||
| Within One Year | $ | $ | $ | |||||||||||||||||||||||
| Over 1 - 5 Years | ||||||||||||||||||||||||||
| Over 5 - 10 Years | ||||||||||||||||||||||||||
| Over 10 Years | ||||||||||||||||||||||||||
| Securities in a Continuous Loss Position, at Fair Value: | ||||||||||||||||||||||||||
| Less than 12 Months | $ | $ | $ | |||||||||||||||||||||||
16
| Held-To-Maturity Securities | ||||||||||||||||||||||||||
| State and Municipal Obligations | Mortgage- Backed Securities | Total Held-To Maturity Securities | ||||||||||||||||||||||||
| 12 Months or Longer | ||||||||||||||||||||||||||
| Total | $ | $ | $ | |||||||||||||||||||||||
| Number of Securities in a Continuous Loss Position | ||||||||||||||||||||||||||
| Unrealized Losses on Securities in a Continuous Loss Position: | ||||||||||||||||||||||||||
| Less than 12 Months | $ | $ | $ | |||||||||||||||||||||||
| 12 Months or Longer | ||||||||||||||||||||||||||
| Total | $ | $ | $ | |||||||||||||||||||||||
| December 31, 2025 | ||||||||||||||||||||||||||
| Held-To-Maturity Securities, at Amortized Cost | $ | $ | $ | |||||||||||||||||||||||
| Gross Unrealized Losses | ( | ( | ( | |||||||||||||||||||||||
| Held-To-Maturity Securities, at Fair Value | ||||||||||||||||||||||||||
| Held-To-Maturity Securities, Pledged as Collateral, at Carrying Value | ||||||||||||||||||||||||||
| Held-To-Maturity Securities, Pledged as Collateral, at Fair Value | ||||||||||||||||||||||||||
| Securities in a Continuous Loss Position, at Fair Value: | ||||||||||||||||||||||||||
| Less than 12 Months | $ | $ | $ | |||||||||||||||||||||||
| 12 Months or Longer | ||||||||||||||||||||||||||
| Total | $ | $ | $ | |||||||||||||||||||||||
| Number of Securities in a Continuous Loss Position | ||||||||||||||||||||||||||
| Unrealized Losses on Securities in a Continuous Loss Position: | ||||||||||||||||||||||||||
| Less than 12 Months | $ | $ | $ | |||||||||||||||||||||||
| 12 Months or Longer | ||||||||||||||||||||||||||
| Total | $ | $ | $ | |||||||||||||||||||||||
In the tables above, maturities of mortgage-backed securities are included based on their contractual lives. Actual maturities will differ because issuers may have the right to call or prepay obligations with or without prepayment penalties.
Securities in a continuous loss position, in the tables above for September 30, 2026 and December 31, 2025 do not reflect any material deterioration of the credit worthiness of the issuing entities.
Arrow evaluates AFS debt securities in unrealized loss positions at each measurement date to determine whether the decline in the fair value below the amortized cost basis (impairment) is due to credit-related factors or non-credit-related factors. Any impairment that is not credit related is recognized in other comprehensive income, net of applicable taxes. Credit-related impairment is recognized within the allowance for credit losses on the balance sheet, limited to the amount by which the amortized cost basis exceeds the fair value, with a corresponding adjustment to earnings via credit loss expense. Arrow determined that at September 30, 2026 and December 31, 2025, gross unrealized losses were attributable to changes in interest rates, relative to when the investment securities were purchased, and not due to the credit quality of the investment securities. Arrow does not intend to sell, nor is it more likely than not that Arrow will be required to sell, any securities before recovery of its amortized cost basis, which may be at maturity. Therefore, Arrow carried no no
17
Arrow with respect to the securities portfolio during the nine months ended September 30, 2026 or the year ended December 31, 2025.
Arrow's HTM debt securities are comprised of U.S. government-sponsored enterprises (GSEs) or state and municipal obligations. GSE securities carry the explicit and/or implicit guarantee of the U.S. government, are widely recognized as “risk free,” and have a long history of zero credit loss. Arrow determined that the expected credit loss on its HTM debt portfolio was immaterial and therefore no allowance for credit loss was recorded as of September 30, 2026.
The following table is the schedule of Equity Securities at September 30, 2026 and December 31, 2025:
| Equity Securities | ||||||||||||||
| September 30, 2026 | December 31, 2025 | |||||||||||||
| Equity Securities, at Fair Value | $ | $ | ||||||||||||
The following is a summary of realized and unrealized gains and losses recognized in income on equity securities during the three and nine month periods ended September 30, 2026 and 2025:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||
| Net Gain (Loss) on Equity Securities | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Less: Net gain recognized during the reporting period on equity securities sold during the period | |||||||||||||||||||||||||||||||||||
| Unrealized net gain (loss) recognized during the reporting period on equity securities still held at the reporting date | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
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Note 5. LOANS (In Thousands)
Loan Categories and Past Due Loans
The following two tables present loan balances outstanding as of September 30, 2026 and December 31, 2025 and an analysis of the recorded investment in loans that are past due at these dates. Generally, Arrow considers a loan past due 30 or more days when the borrower is two payments past due when monthly payments are required. Loans held-for-sale of $1.3 million and $3.4 million as of September 30, 2026 and December 31, 2025, respectively, are included in the residential real estate balances for current loans.
| Schedule of Past Due Loans by Loan Category | |||||||||||||||||||||||||||||
| Commercial | |||||||||||||||||||||||||||||
| Commercial | Real Estate | Consumer | Residential | Total | |||||||||||||||||||||||||
| September 30, 2026 | |||||||||||||||||||||||||||||
| Loans past due 30-59 days | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Loans past due 60-89 days | |||||||||||||||||||||||||||||
| Loans past due 90 or more days | |||||||||||||||||||||||||||||
| Total loans past due | |||||||||||||||||||||||||||||
| Current loans | |||||||||||||||||||||||||||||
| Total Loans | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||||||||
| Loans past due 30-59 days | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Loans past due 60-89 days | |||||||||||||||||||||||||||||
| Loans past due 90 or more days | |||||||||||||||||||||||||||||
| Total loans past due | |||||||||||||||||||||||||||||
| Current loans | |||||||||||||||||||||||||||||
| Total loans | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Schedule of Nonaccrual Loans by Category | |||||||||||||||||||||||||||||
| Commercial | |||||||||||||||||||||||||||||
| September 30, 2026 | Commercial | Real Estate | Consumer | Residential | Total | ||||||||||||||||||||||||
| Loans 90 or more days past due and still accruing interest | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Nonaccrual loans | |||||||||||||||||||||||||||||
| Nonaccrual with no allowance for credit loss | |||||||||||||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||||||||
| Loans 90 or more days past due and still accruing interest | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Nonaccrual loans | |||||||||||||||||||||||||||||
| Nonaccrual with no allowance for credit loss | |||||||||||||||||||||||||||||
The Company recognized $0
19
Arrow disaggregates its loan portfolio into the following four categories:
Commercial - Arrow offers a variety of loan options to meet the specific needs of our commercial customers including term loans, time notes and lines of credit. Such loans are made available to businesses for working capital needs such as inventory and receivables, business expansion and equipment purchases. Generally, a collateral lien is placed on equipment or other assets owned by the borrower. In the event of default by the borrower, Arrow may be required to liquidate collateral at deeply discounted values. To reduce the risk, management usually obtains personal guarantees to support the borrowing, as permitted by applicable law.
Commercial Real Estate - Arrow offers commercial real estate loans to finance real estate purchases, refinancings, expansions and improvements to commercial properties. Commercial real estate loans are made to finance the purchases of real property which generally consists of real estate with completed structures. These commercial real estate loans are typically secured by first liens on the real estate, which may include apartments, hotels, commercial structures, housing businesses, healthcare facilities, and both owner- and non-owner-occupied facilities. Arrow also offers commercial construction and land development loans to finance projects. Many projects will ultimately be used by the borrowers' businesses, while others are developed for resale. These real estate loans are also typically secured by first liens on the real estate, which may include apartments, hotels, commercial structures, housing businesses, healthcare facilities and both owner-occupied and non-owner-occupied facilities. There is elevated risk during the construction period, since the loan is secured by an incomplete project. Arrow’s commercial real estate loans are primarily located within the footprint of the Company’s branch network, with some loans extending into the greater upstate New York area. Arrow does not provide commercial real estate loans in major metropolitan areas such as New York City, Boston, etc.
Consumer Loans - This category is primarily comprised of automobile loans. Arrow primarily finances the purchases of automobiles indirectly through dealer relationships located throughout upstate New York and Vermont. Most automobile loans carry a fixed rate of interest with principal repayment terms typically ranging from three to seven years . Automobile loans are underwritten on a secured basis using the underlying collateral being financed. Arrow also offers a variety of consumer installment loans to finance personal expenditures. Most of these loans carry a fixed rate of interest with principal repayment terms typically ranging from one to five years , based upon the nature of the collateral and the size of the loan. In addition to installment loans, Arrow also offers personal lines of credit and overdraft protection. Several of these consumer loans are unsecured, which carry a higher risk of loss.
Residential - Residential real estate loans consist primarily of loans secured by first or second mortgages on primary residences. Arrow originates fixed-rate and adjustable-rate one-to-four-family residential real estate loans for the construction, purchase of real estate or refinancing of an existing mortgage. These loans are collateralized primarily by owner-occupied properties generally located in Arrow's market area. Loans on one-to-four-family residential real estate are generally originated in amounts of no more than 80 % of the purchase price or appraised value (whichever is lower), or have private mortgage insurance. Arrow’s underwriting analysis for residential mortgage loans typically includes credit verification, independent appraisals, and a review of the borrower’s financial condition. Mortgage title insurance and hazard insurance are normally required. It is Arrow's general practice to underwrite residential real estate loans to secondary market standards. Construction loans have a unique risk, because they are secured by an incomplete dwelling. This risk is reduced through periodic site inspections, including one at each loan draw period. In addition, Arrow offers fixed home equity loans, as well as home equity lines of credit to consumers to finance home improvements, debt consolidation, education and other uses. Arrow originates home equity lines of credit and second mortgage loans (loans secured by a second junior lien position on one-to-four-family residential real estate). Risk is generally reduced through underwriting criteria, which include credit verification, appraisals, a review of the borrower's financial condition, and personal cash flows. A security interest, with title insurance when necessary, is taken in the underlying real estate.
Allowance for Credit Losses
Loan segments were selected by class code and application code to ensure each segment is comprised of loans with homogenous loan characteristics and similar risk profiles. The resulting loan segments are commercial, commercial real estate, consumer and residential real estate loans. Please see Note 3. Accounting Policies for additional detail on our Allowance for Credit Losses.
20
The following table details activity in the allowance for credit losses on loans for the three and nine months ended September 30, 2026 and September 30, 2025:
| Allowance for Credit Losses | |||||||||||||||||||||||||||||||||||
| Commercial | Commercial Real Estate | Consumer | Residential | Total | |||||||||||||||||||||||||||||||
| June 30, 2026 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Charge-offs | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Recoveries | |||||||||||||||||||||||||||||||||||
| Provision | ( | ||||||||||||||||||||||||||||||||||
| Acquired PSL Loans | |||||||||||||||||||||||||||||||||||
| Acquired PCD Loans | |||||||||||||||||||||||||||||||||||
| September 30, 2026 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| December 31, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Charge-offs | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||
| Recoveries | |||||||||||||||||||||||||||||||||||
| Provision | ( | ( | |||||||||||||||||||||||||||||||||
| Acquired PSL Loans | |||||||||||||||||||||||||||||||||||
| Acquired PCD Loans | |||||||||||||||||||||||||||||||||||
| September 30, 2026 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| June 30, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Charge-offs | ( | ( | |||||||||||||||||||||||||||||||||
| Recoveries | |||||||||||||||||||||||||||||||||||
| Provision | ( | ( | |||||||||||||||||||||||||||||||||
| September 30, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| December 31, 2024 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Charge-offs | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Recoveries | |||||||||||||||||||||||||||||||||||
| Provision | ( | ||||||||||||||||||||||||||||||||||
| September 30, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
Estimated Credit Losses on Off-Balance Sheet Credit Exposures Recognized in Other Liabilities
As of September 30, 2026 and December 31, 2025, estimated credit losses on unfunded off-balance sheet credit exposures were $1.6 million and $1.3 million, respectively, and were included in other liabilities on the consolidated balance sheets.
Collateral Dependent Loans
The following table presents the amortized cost basis of collateral-dependent loans by class of loans as of September 30, 2026 and December 31, 2025:
| September 30, 2026 | Collateral Type -Residential Real Estate | Collateral Type - Commercial Real Estate | Total Loans | ||||||||||||||
| Commercial | $ | $ | $ | ||||||||||||||
| Commercial Real Estate | |||||||||||||||||
| Consumer | |||||||||||||||||
| Residential | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
21
| December 31, 2025 | Collateral Type -Residential Real Estate | Collateral Type - Commercial Real Estate | Total Loans | ||||||||||||||
| Commercial | $ | $ | $ | ||||||||||||||
| Commercial Real Estate | |||||||||||||||||
| Consumer | |||||||||||||||||
| Residential | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
Through the provision for credit losses, an allowance for credit losses is maintained that reflects the best estimate of the calculated expected credit losses in Arrow's loan portfolio as of the balance sheet date. Additions are made to the allowance for credit losses through a periodic provision for credit losses. Actual credit losses are charged against the allowance for credit losses when loans are deemed uncollectible and recoveries of amounts previously charged off are recorded as credits to the allowance for credit losses.
Arrow's loan officers and risk managers meet at least quarterly to discuss and review the conditions and risks associated with certain criticized and classified commercial-related relationships. In addition, the independent internal loan review department performs periodic reviews of the credit quality indicators on individual loans in the commercial loan portfolio.
Arrow considers the need to qualitatively adjust expected credit loss estimates for information not already captured in the loss estimation process. These qualitative factor adjustments may increase or decrease management’s estimate of expected credit losses. Adjustments are not made for information that has already been considered and included in the loss estimation
process.
Please see Note 3. Accounting Policies for the qualitative factors that are relevant as of the reporting date.
Loan Credit Quality Indicators and Modifications
Occasionally, the Company modifies loans to borrowers in financial distress by providing principal forgiveness, term extension, an other-than-insignificant payment delay or interest rate reduction. In some cases, the Company provides multiple types of concession on one loan. Typically, one type of concession, such as a term extension, is granted initially. The Company closely monitors the performance of loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of modification efforts. The Company did not modify loans to borrowers experiencing financial difficulty during the three and nine months ended September 30, 2026.
The following table presents the amortized cost basis of loans at September 30, 2025 that were both experiencing financial difficulty and modified during the three and nine months ended September 30, 2025, by class and by type of modification.
| September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||
| Principal Forgiveness | Payment Delay | Term Extension | Interest Rate Reduction | Combination Term Extension and Principal Forgiveness | Combination Term Extension and Interest Rate Reduction | Total Class of Financing Receivable | |||||||||||||||||||||||||||||||||||
| Commercial | $ | $ | $ | $ | $ | $ | % | ||||||||||||||||||||||||||||||||||
| Commercial Real Estate | % | ||||||||||||||||||||||||||||||||||||||||
| Consumer | % | ||||||||||||||||||||||||||||||||||||||||
| Residential | % | ||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | % | ||||||||||||||||||||||||||||||||||
The following table presents the performance of loans that have been modified for borrowers experiencing financial difficulty in the last 12 months.
| September 30, 2025 | |||||||||||||||||||||||||||||
| Current | Loans Past Due 30-59 Days | Loans Past Due 60-89 Days | Loans Past Due 90 or more Days | Total Loans Past Due | |||||||||||||||||||||||||
| Commercial | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Commercial Real Estate | |||||||||||||||||||||||||||||
| Consumer | |||||||||||||||||||||||||||||
| Residential | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
There were no defaults during the three and nine months ended September 30, 2026.
22
The following tables present credit quality indicators by total loans amortized cost basis by origination year as of September 30, 2026 and December 31, 2025:
| Term Loans Amortized Cost Basis by Origination Year | Revolving Loans Amortized Cost Basis | Revolving Loan Converted to Term | Total | ||||||||||||||||||||||||||
| September 30, 2026 | 2026 | 2025 | 2024 | 2023 | 2022 | Prior | |||||||||||||||||||||||
| Commercial: | |||||||||||||||||||||||||||||
| Risk rating | |||||||||||||||||||||||||||||
| Satisfactory | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Special mention | |||||||||||||||||||||||||||||
| Substandard | |||||||||||||||||||||||||||||
| Doubtful | |||||||||||||||||||||||||||||
| Total Commercial Loans | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Current-period gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Commercial Real Estate: | |||||||||||||||||||||||||||||
| Risk rating | |||||||||||||||||||||||||||||
| Satisfactory | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Special mention | |||||||||||||||||||||||||||||
| Substandard | |||||||||||||||||||||||||||||
| Doubtful | |||||||||||||||||||||||||||||
| Total Commercial Real Estate Loans | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Current-period gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Consumer: | |||||||||||||||||||||||||||||
| Risk rating | |||||||||||||||||||||||||||||
| Performing | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Nonperforming | |||||||||||||||||||||||||||||
| Total Consumer Loans | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Current-period gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Residential: | |||||||||||||||||||||||||||||
| Risk rating | |||||||||||||||||||||||||||||
| Performing | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Nonperforming | |||||||||||||||||||||||||||||
| Total Residential Loans | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Current-period gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Total Loans | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Total current-period gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
23
| Term Loans Amortized Cost Basis by Origination Year | Revolving Loans Amortized Cost Basis | Revolving Loan Converted to Term | Total | ||||||||||||||||||||||||||
| December 31, 2025 | 2025 | 2024 | 2023 | 2022 | 2021 | Prior | |||||||||||||||||||||||
| Commercial: | |||||||||||||||||||||||||||||
| Risk rating | |||||||||||||||||||||||||||||
| Satisfactory | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Special mention | |||||||||||||||||||||||||||||
| Substandard | |||||||||||||||||||||||||||||
| Doubtful | |||||||||||||||||||||||||||||
| Total Commercial Loans | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Current-period gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Commercial Real Estate: | |||||||||||||||||||||||||||||
| Risk rating | |||||||||||||||||||||||||||||
| Satisfactory | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Special mention | |||||||||||||||||||||||||||||
| Substandard | |||||||||||||||||||||||||||||
| Doubtful | |||||||||||||||||||||||||||||
| Total Commercial Real Estate Loans | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Current-period gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Consumer: | |||||||||||||||||||||||||||||
| Risk rating | |||||||||||||||||||||||||||||
| Performing | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Nonperforming | |||||||||||||||||||||||||||||
| Total Consumer Loans | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Current-period gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Residential: | |||||||||||||||||||||||||||||
| Risk rating | |||||||||||||||||||||||||||||
| Performing | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Nonperforming | |||||||||||||||||||||||||||||
| Total Residential Loans | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Current-period gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Total Loans | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Total current-period gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
For the purposes of the tables above, nonperforming consumer and residential loans were those loans on nonaccrual status or were 90 days or more past due and still accruing interest.
As of September 30, 2026 and December 31, 2025, the amortized cost of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings are in process was $614 thousand and $795 thousand, respectively.
For the allowance calculation, an internally developed system of five credit quality indicators is used to rate the credit worthiness of each commercial loan defined as follows:
1) Satisfactory - "Satisfactory" borrowers have acceptable financial condition with satisfactory record of earnings and sufficient historical and projected cash flow to service the debt. Borrowers have satisfactory repayment histories and primary and secondary sources of repayment can be clearly identified;
24
2) Special Mention - Loans in this category have potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institution’s credit position at some future date. "Special mention" assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification. Loans which might be assigned this credit quality indicator include loans to borrowers with deteriorating financial strength and/or earnings record and loans with potential for problems due to weakening economic or market conditions;
3) Substandard - Loans classified as “substandard” are inadequately protected by the current net worth or paying capacity of the borrower or the collateral pledged, if any. Loans in this category have well defined weaknesses that jeopardize the repayment. They are characterized by the distinct possibility that Arrow will sustain some loss if the deficiencies are not corrected. “Substandard” loans may include loans which are likely to require liquidation of collateral to effect repayment, and other loans where character or ability to repay has become suspect. Loss potential, while existing in the aggregate amount of substandard assets, does not have to exist in individual assets classified substandard;
4) Doubtful - Loans classified as “doubtful” have all of the weaknesses inherent in those classified as “substandard” with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of current existing facts, conditions, and values, highly questionable and improbable. Although possibility of loss is extremely high, classification of these loans as “loss” has been deferred due to specific pending factors or events which may strengthen the value (e.g. possibility of additional collateral, injection of capital, collateral liquidation, debt restructure, economic recovery, etc.). Loans classified as “doubtful” need to be placed on nonaccrual; and
5) Loss - Loans classified as “loss” are considered uncollectible with collateral of such little value that their continuance as bankable assets is not warranted. As of the date of the balance sheet, all loans in this category have been charged-off to the allowance for loan losses.
Commercial loans are generally evaluated on an annual basis depending on the size and complexity of the loan relationship, unless the credit related quality indicator falls to a level of "special mention" or below, when the loan is evaluated quarterly. The credit quality indicator is one of the factors used in assessing the level of incurred risk of loss in our commercial related loan portfolios.
Note 6. DEBT (Dollars in Thousands)
Schedule of Borrowings:
| September 30, 2026 | December 31, 2025 | ||||||||||||||||
| Balance: | |||||||||||||||||
| FHLBNY Term Advances | $ | $ | |||||||||||||||
| Total Borrowings | $ | $ | |||||||||||||||
| Maximum Borrowing Capacity: | |||||||||||||||||
| Federal Funds Purchased | $ | $ | |||||||||||||||
| Federal Home Loan Bank of New York | |||||||||||||||||
| Federal Reserve Bank of New York | |||||||||||||||||
| Available Borrowing Capacity: | |||||||||||||||||
| Federal Funds Purchased | $ | $ | |||||||||||||||
| Federal Home Loan Bank of New York | |||||||||||||||||
| Federal Reserve Bank of New York | |||||||||||||||||
Arrow Bank has in place unsecured federal funds lines of credit with two correspondent banks. As a member of the FHLBNY, Arrow participates in the advance program which allows for overnight and term advances up to the limit of pledged collateral, including FHLBNY stock and any loans secured by real estate such as commercial real estate, residential real estate and home equity loans (see Note 4. Investment Securities and Note 5. Loans). The maximum borrowing capacities at the FHLBNY and FRB are determined based on the fair value of the collateral pledged, subject to discounts determined by the respective lenders. As of September 30, 2026, the carrying cost of collateral was approximately $1.5 billion for FHLBNY and approximately $936 million for the FRB, and $1064 million for FHLBNY and $939 million for the FRB as of December 31, 2025, respectively. As of September 30, 2026, the fair value for the FHLBNY collateral was approximately $1.3 billion and approximately $698 million for the FRB, and $948 million for the FHLBNY and $707 million for the FRB as of December 31, 2025, respectively. The investment in FHLBNY stock is proportional to the total of Arrow's overnight and term advances (see the schedule of FRB and FHLB Stock in Note 4. Investment Securities). Arrow Bank has also established borrowing facilities with the FRB of New York for potential “discount window” advances, pledging certain consumer loans as collateral (see Note 5. Loans).
Long Term Debt - FHLBNY Term Advances
In addition to overnight advances, Arrow Bank also borrows longer-term funds from the FHLBNY.
25
Maturity Schedule of FHLBNY Term Advances:
| Balances | Weighted Average Rate 1 | |||||||||||||||||||||||||||||||||||||
| Final Maturity | 9/30/2026 | 12/31/2025 | 9/30/2026 | 12/31/2025 | ||||||||||||||||||||||||||||||||||
| First Year | $ | $ | % | % | ||||||||||||||||||||||||||||||||||
| Second Year | % | % | ||||||||||||||||||||||||||||||||||||
| Total | $ | $ | % | % | ||||||||||||||||||||||||||||||||||
1The effective rate on the FHLBNY Advances that mature in the first year is | ||||||||||||||||||||||||||||||||||||||
Long Term Debt - Guaranteed Preferred Beneficial Interests in Corporation's Junior Subordinated Debentures
At September 30, 2026, Arrow had financial instruments issued by separate subsidiary business trusts of Arrow identified as “Junior Subordinated Obligations Issued to Unconsolidated Subsidiary Trusts” on the Consolidated Balance Sheets and the Consolidated Statements of Income.
The first of the four classes of trust-issued instruments outstanding at September 30, 2026 was issued by ACST II, a Delaware business trust established on July 16, 2003, upon the filing of a certificate of trust with the Delaware Secretary of State. In July 2003, ACST II issued all of its voting (common) stock to Arrow and issued and sold to an unaffiliated purchaser 30-year guaranteed preferred beneficial interests in the trust's assets ("ACST II TRUPS"). The rate on the securities is variable and tied to the 3-month Secured Overnight Financing Rate (SOFR) plus 3.15 %. ACST II used the proceeds of the sale of the ACST II TRUPS to purchase an identical amount of junior subordinated debentures issued by Arrow that bear an interest rate identical at all times to the rate payable on the ACST II TRUPS. The ACST II TRUPS became redeemable after July 23, 2008 and mature on July 23, 2033.
The second of the four classes of trust-issued instruments outstanding at year-end was issued by ACST III, a Delaware business trust established on December 23, 2004, upon the filing of a certificate of trust with the Delaware Secretary of State. On December 28, 2004, the ACST III issued all of its voting (common) stock to Arrow and issued and sold to an unaffiliated purchaser 30-year guaranteed preferred beneficial interests in the trust's assets ("ACST III TRUPS"). The rate on the ACST III TRUPS is a variable rate, adjusting quarterly to the 3-month SOFR plus 2.00 %. ACST III used the proceeds of the sale of the ACST III TRUPS to purchase an identical amount of junior subordinated debentures issued by Arrow that bear an interest rate identical at all times to the rate payable on the ACST III TRUPS. The ACST III TRUPS became redeemable on or after March 31, 2010 and mature on December 28, 2034.
Arrow has entered into interest rate swaps to synthetically fix the variable rate interest payments associated with $20 million in outstanding subordinated trust securities attributable to the ACST Trusts. These agreements are designated as cash flow hedges.
The primary assets of the ACST Trusts are Arrow's junior subordinated debentures discussed above, and the sole revenues of the ACST Trusts are payments received by them from Arrow with respect to the junior subordinated debentures. The trust preferred securities issued by the Trusts are non-voting. All common voting securities of the Trusts are owned by Arrow. Arrow used the net proceeds from its sale of junior subordinated debentures to the Trusts, facilitated by the Trusts' sale of their trust preferred securities to the purchasers thereof, for general corporate purposes. The trust preferred securities and underlying junior subordinated debentures, with associated expense that is tax deductible, qualify as Tier I capital under regulatory definitions.
As part of the acquisition of Adirondack, Arrow acquired junior subordinated debentures. On July 31, 2001, Adirondack participated, at an amount of $3 million, in a pooled offering of trust preferred securities. Adirondack formed Adirondack Statutory Trust I, a wholly owned statutory trust subsidiary for the purpose of issuing the trust preferred securities. Arrow now owns all of the $93,000 in common equity of Trust I. The Trust used the proceeds from the issuance of the trust preferred securities and common equity to acquire subordinated debentures of Adirondack. The trust preferred securities essentially mirror the debt securities, carrying a cumulative preferred dividend at a variable rate equal to the 3 month SOFR + 3.58 % interest rate on the debt securities. The trust preferred securities and the debt securities were fully redeemed effective October 31, 2026.
On September 17, 2003, Adirondack participated, at an amount of $5 million, in an additional pooled offering of trust preferred securities. Adirondack formed Adirondack Statutory Trust II, a wholly-owned statutory trust subsidiary for the purpose of issuing the trust preferred securities. Arrow now owns all of the $155,000 in common equity of Trust II. The Trust used the proceeds from the issuance of the trust preferred securities and common equity to acquire subordinated debentures of Adirondack. The trust preferred securities essentially mirror the debt securities, carrying a cumulative preferred dividend at a variable rate equal to the 3 month SOFR + 3.05 % interest rate on the debt securities. The debt securities and the trust preferred securities each have 30 five years
Arrow's primary source of funds to pay interest on the debentures that are held by the Trusts are current dividends received by Arrow from Arrow Bank. Accordingly, Arrow's ability to make payments on the debentures, and the ability of the Trusts to make payments on their trust preferred securities, are dependent upon the continuing ability of Arrow Bank to pay dividends to Arrow. Since the trust preferred securities issued by the subsidiary trusts and the underlying junior subordinated debentures issued by Arrow at September 30, 2026 and December 31, 2025 are classified as debt for financial statement purposes, the expense associated with these securities is recorded as interest expense in the Consolidated Statements of Income.
26
Schedule of Guaranteed Preferred Beneficial Interests in Corporation's Junior Subordinated Debentures
| September 30, 2026 | December 31, 2025 | ||||||||||||||||
| ACST II | |||||||||||||||||
| Balance | $ | $ | |||||||||||||||
| Period End: | |||||||||||||||||
| Variable Interest Rate | % | % | |||||||||||||||
| Fixed Interest Rate resulting from cash flow hedge agreement | % | % | |||||||||||||||
| ACST III | |||||||||||||||||
| Balance | $ | $ | |||||||||||||||
| Period End: | |||||||||||||||||
| Variable Interest Rate | % | % | |||||||||||||||
| Fixed Interest Rate resulting from cash flow hedge agreement | % | % | |||||||||||||||
| Adirondack Statutory Trust I | |||||||||||||||||
| Balance | $ | $ | |||||||||||||||
| Period End: | |||||||||||||||||
| Variable Interest Rate | % | % | |||||||||||||||
| Adirondack Statutory Trust II | |||||||||||||||||
| Balance | $ | $ | |||||||||||||||
| Period End: | |||||||||||||||||
| Variable Interest Rate | % | % | |||||||||||||||
Note 7. COMMITMENTS AND CONTINGENCIES (In Thousands)
The following table presents the notional amount and fair value of Arrow's off-balance sheet commitments to extend credit and commitments under standby letters of credit as of September 30, 2026 and December 31, 2025:
| Commitments to Extend Credit and Letters of Credit | |||||||||||||||||
| September 30, 2026 | December 31, 2025 | ||||||||||||||||
| Notional Amount: | |||||||||||||||||
| Commitments to Extend Credit | $ | $ | |||||||||||||||
| Standby Letters of Credit | |||||||||||||||||
| Fair Value: | |||||||||||||||||
| Commitments to Extend Credit | $ | $ | |||||||||||||||
| Standby Letters of Credit | ( | ( | |||||||||||||||
Arrow is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. Commitments to extend credit include home equity lines of credit, commitments for residential and commercial construction loans and other personal and commercial lines of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. The contract or notional amounts of those instruments reflect the extent of the involvement Arrow has in particular classes of financial instruments.
Arrow's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual notional amount of those instruments. Arrow uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are not expected to be fully drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Arrow evaluates each customer's creditworthiness on a case-by-case basis. Home equity lines of credit are secured by residential real estate. Construction lines of credit are secured by underlying real estate. For other lines of credit, the amount of collateral obtained, if deemed necessary by Arrow upon extension of credit, is based on management's credit evaluation of the counterparty. Collateral held varies, but may include accounts receivable, inventory, property, plant and equipment, and income-producing commercial properties. Most of the commitments are variable rate instruments.
27
Arrow does not issue any guarantees that would require liability-recognition or disclosure, other than its standby letters of credit. Arrow has issued conditional commitments in the form of standby letters of credit to guarantee payment on behalf of a customer and guarantee the performance of a customer to a third party. Standby letters of credit generally arise in connection with commercial lending relationships. The credit risk involved in issuing these instruments is essentially the same as that involved in extending loans to customers. Contingent obligations under standby letters of credit at September 30, 2026 and December 31, 2025 represent the maximum potential future payments Arrow could be required to make. Typically, these instruments have terms of 12 months or less and expire unused; therefore, the total amounts do not necessarily represent future cash requirements. Each customer is evaluated individually for creditworthiness under the same underwriting standards used for commitments to extend credit and on-balance sheet instruments. Arrow's policies governing loan collateral apply to standby letters of credit at the time of credit extension. Loan-to-value ratios will generally range from 50% for movable assets, such as inventory, to 100% for liquid assets, such as bank CDs. Fees for standby letters of credit range from 1 % to 3 % of the notional amount. Fees are collected upfront and amortized over the life of the commitment. The carrying amount and fair value of Arrow's standby letters of credit at September 30, 2026 and December 31, 2025, were insignificant. The fair value of standby letters of credit is based on the fees currently charged for similar agreements or the cost to terminate the arrangement with the counterparties.
The fair value of commitments to extend credit is determined by estimating the fees to enter into similar agreements, taking into account the remaining terms and present creditworthiness of the counterparties, and for fixed rate loan commitments, the difference between the current and committed interest rates. Arrow provides several types of commercial lines of credit and standby letters of credit to its commercial customers. The pricing of these services is not isolated as Arrow considers the customer's complete deposit and borrowing relationship in pricing individual products and services. The commitments to extend credit also include commitments under home equity lines of credit, for which Arrow charges no fee. The carrying value and fair value of commitments to extend credit are not material and Arrow does not expect to incur any material loss as a result of these commitments.
28
Note 8. COMPREHENSIVE (LOSS) INCOME (In Thousands)
The following table presents the components of other comprehensive (loss) income for the three and nine month periods ended September 30, 2026 and 2025:
| Schedule of Comprehensive (Loss) Income | |||||||||||||||||||||||||||||||||||
| Three Months Ended September 30 | Nine Months Ended September 30 | ||||||||||||||||||||||||||||||||||
| Tax | Tax | ||||||||||||||||||||||||||||||||||
| Before-Tax | Benefit | Net-of-Tax | Before-Tax | Benefit | Net-of-Tax | ||||||||||||||||||||||||||||||
| Amount | (Expense) | Amount | Amount | (Expense) | Amount | ||||||||||||||||||||||||||||||
| 2026 | |||||||||||||||||||||||||||||||||||
| Net Unrealized Securities Holding Loss on Securities Available-for-Sale Arising During the Period | $ | ( | $ | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||||||||
| Net Unrealized Gain on Cash Flow Hedge Agreements | ( | ( | |||||||||||||||||||||||||||||||||
| Reclassification of Net Unrealized Gain on Cash Flow Hedge Agreements to Interest Expense | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Amortization of Net Retirement Plan Actuarial Gain | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Amortization of Net Retirement Plan Prior Service Cost | ( | ( | |||||||||||||||||||||||||||||||||
| Other Comprehensive Loss | $ | ( | $ | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||||||||
| 2025 | |||||||||||||||||||||||||||||||||||
| Net Unrealized Securities Holding Gain on Securities Available-for-Sale Arising During the Period | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
| Net Unrealized Loss on Cash Flow Hedge Agreements | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Reclassification of Net Unrealized Loss (Gain) on Cash Flow Hedge Agreements to Interest Expense | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Amortization of Net Retirement Plan Actuarial Gain | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Amortization of Net Retirement Plan Prior Service Cost | ( | ( | |||||||||||||||||||||||||||||||||
| Other Comprehensive Income | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
The following table presents the changes in accumulated other comprehensive (loss) income by component:
Changes in Accumulated Other Comprehensive (Loss) Income by Component (1) | |||||||||||||||||||||||||||||
| Unrealized Loss on Available-for-Sale Securities | Unrealized Gain on Cash Flow Swap | Defined Benefit Plan Items | Total | ||||||||||||||||||||||||||
| Net Actuarial Gain | Net Prior Service Cost | ||||||||||||||||||||||||||||
| For the quarter-to-date periods ended: | |||||||||||||||||||||||||||||
| June 30, 2026 | $ | ( | $ | $ | $ | ( | $ | ( | |||||||||||||||||||||
| Other comprehensive income or loss before reclassifications | ( | ( | |||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income or loss | ( | ( | ( | ||||||||||||||||||||||||||
| Net current-period other comprehensive income or loss | ( | ( | ( | ||||||||||||||||||||||||||
| September 30, 2026 | $ | ( | $ | $ | $ | ( | $ | ( | |||||||||||||||||||||
29
| June 30, 2025 | $ | ( | $ | $ | $ | ( | $ | ( | |||||||||||||||||||||
| Other comprehensive income or loss before reclassifications | ( | ||||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income or loss | ( | ||||||||||||||||||||||||||||
| Net current-period other comprehensive income or loss | ( | ( | |||||||||||||||||||||||||||
| September 30, 2025 | $ | ( | $ | $ | $ | ( | $ | ( | |||||||||||||||||||||
| For the year-to-date periods ended: | |||||||||||||||||||||||||||||
| December 31, 2025 | $ | ( | $ | $ | $ | ( | $ | ( | |||||||||||||||||||||
| Other comprehensive income or loss before reclassifications | ( | ( | |||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income or loss | ( | ( | ( | ||||||||||||||||||||||||||
| Net current-period other comprehensive income or loss | ( | ( | ( | ||||||||||||||||||||||||||
| September 30, 2026 | $ | ( | $ | $ | $ | ( | $ | ( | |||||||||||||||||||||
| December 31, 2024 | $ | ( | $ | $ | $ | ( | $ | ( | |||||||||||||||||||||
| Other comprehensive income or loss before reclassifications | ( | ||||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income or loss | ( | ( | ( | ||||||||||||||||||||||||||
| Net current-period other comprehensive income or loss | ( | ( | |||||||||||||||||||||||||||
| September 30, 2025 | $ | ( | $ | $ | $ | ( | $ | ( | |||||||||||||||||||||
The following table presents the reclassifications out of accumulated other comprehensive income or loss:
| Reclassifications Out of Accumulated Other Comprehensive Income or Loss | ||||||||||||||
| Details about Accumulated Other Comprehensive Income or Loss Components | Amounts Reclassified from Accumulated Other Comprehensive Income or Loss | Affected Line Item in the Statement Where Net Income Is Presented | ||||||||||||
| For the quarter-to-date periods ended: | ||||||||||||||
| September 30, 2026 | ||||||||||||||
| Reclassification of Net Unrealized Gain on Cash Flow Hedge Agreements to Interest Expense | $ | Interest expense | ||||||||||||
| Amortization of defined benefit pension items: | ||||||||||||||
| Prior-service costs | ( | (1) | Other Operating Expense | |||||||||||
| Actuarial gain | (1) | Other Operating Expense | ||||||||||||
| Total before Tax | ||||||||||||||
| ( | Provision for Income Taxes | |||||||||||||
| Total reclassifications for the period | $ | Net of Tax | ||||||||||||
| September 30, 2025 | ||||||||||||||
| Reclassification of Net Unrealized Loss on Cash Flow Hedge Agreements to Interest Expense | $ | ( | Interest expense | |||||||||||
| Amortization of defined benefit pension items: | ||||||||||||||
| Prior-service costs | ( | (1) | Other Operating Expense | |||||||||||
| Actuarial gain | (1) | Other Operating Expense | ||||||||||||
| ( | Total before Tax | |||||||||||||
| Provision for Income Taxes | ||||||||||||||
| Total reclassifications for the period | $ | ( | Net of Tax | |||||||||||
30
| Reclassifications Out of Accumulated Other Comprehensive Income or Loss | ||||||||||||||
| Details about Accumulated Other Comprehensive Income or Loss Components | Amounts Reclassified from Accumulated Other Comprehensive Income or Loss | Affected Line Item in the Statement Where Net Income Is Presented | ||||||||||||
| For the year-to-date periods ended: | ||||||||||||||
| September 30, 2026 | ||||||||||||||
| Reclassification of Net Unrealized Gain on Cash Flow Hedge Agreements to Interest Expense | $ | Interest expense | ||||||||||||
| Amortization of defined benefit pension items: | ||||||||||||||
| Prior-service costs | ( | (1) | Other Operating Expense | |||||||||||
| Actuarial gain | (1) | Other Operating Expense | ||||||||||||
| Total before Tax | ||||||||||||||
| ( | Provision for Income Taxes | |||||||||||||
| Total reclassifications for the period | $ | Net of Tax | ||||||||||||
| September 30, 2025 | ||||||||||||||
| Reclassification of Net Unrealized Gain on Cash Flow Hedge Agreements to Interest Expense | $ | Interest expense | ||||||||||||
| Amortization of defined benefit pension items: | ||||||||||||||
| Prior-service costs | ( | (1) | Other Operating Expense | |||||||||||
| Actuarial gain | (1) | Other Operating Expense | ||||||||||||
| Total before Tax | ||||||||||||||
| ( | Provision for Income Taxes | |||||||||||||
| Total reclassifications for the period | $ | Net of Tax | ||||||||||||
| (1) These accumulated other comprehensive gain or loss components are included in the computation of net periodic pension cost and reported in Other Operating Expense on the Consolidated Statements of Income | ||||||||||||||
Note 9. STOCK-BASED COMPENSATION (Dollars In Thousands, Except Share and Per Share Amounts)
Arrow has established three stock-based compensation plans: a Long Term Incentive Plan (LTIP), an Employee Stock Purchase Plan (ESPP) and an Employee Stock Ownership Plan (ESOP).
Long Term Incentive Plan
The LTIP provides for the grant of incentive stock options, non-qualified stock options, restricted stock awards, restricted stock units, performance units and performance shares. The Compensation Committee of the Board of Directors administers the LTIP.
Restricted Stock Awards - In the nine months ended September 30, 2026, the Company granted restricted stock awards which will generally vest over a three to four-year period. Unvested restricted stock will generally be forfeited if the recipient ceases to be employed by the Company, with limited exceptions. Grantees of restricted stock awards are entitled to receive all dividends and distributions declared and paid on restricted stock, or cash payments equivalent to such dividends or distributions, including those declared and paid during the vesting period.
The following table summarizes information about restricted stock awards for the year to date period ended September 30, 2026:
| Restricted Stock Awards | Weighted Average Grant Date Fair Value | ||||||||||
Outstanding at January 1, 2026 | $ | ||||||||||
| Granted | |||||||||||
| Vested | ( | ||||||||||
| Forfeited | ( | ||||||||||
Outstanding at September 30, 2026 | $ | ||||||||||
31
The following table presents information on the amounts expensed related to restricted stock for the three and nine month periods ended September 30, 2026 and 2025:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||
| Amount expensed | $ | $ | $ | $ | |||||||||||||||||||||||||
Stock Options - Options may be granted at a price no less than the greater of the par value or fair market value of such shares on the date on which such option is granted, and generally expire ten years from the date of grant. The options usually vest over a four-year period.
The following table summarizes information about stock option activity for the nine month period ended September 30, 2026:
| Stock Options | Weighted Average Exercise Price | ||||||||||
Outstanding at January 1, 2026 | $ | ||||||||||
| Exercised | ( | ||||||||||
| Forfeited | ( | ||||||||||
Outstanding at September 30, 2026 | |||||||||||
| Vested at Period-End | |||||||||||
| Expected to Vest | |||||||||||
The following table presents information on the amounts expensed related to stock options for the three and nine month periods ended September 30, 2026 and 2025:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Amount expensed | $ | $ | $ | $ | ||||||||||||||||||||||
Employee Stock Purchase Plan
Arrow maintains a qualified ESPP. Under this plan, the amount of the discount is 10 %.
Director Stock Plan
Arrow maintains a director stock plan, pursuant to which a portion of the directors’ fees, as determined by the Board in its sole discretion, is paid to the directors in shares of Company common stock, as opposed to cash or any other form of compensation, subject to applicable law. Each director may elect to receive a greater amount or percentage of his or her directors’ fees payable in common stock from the portion that would otherwise have been payable in cash to the director.
Employee Stock Ownership Plan
Arrow maintains an ESOP, pursuant to which substantially all employees of Arrow and its subsidiaries are eligible to participate upon satisfaction of applicable service requirements. The Company may make, and historically has made, a cash contribution to the ESOP each year.
Note 10. RETIREMENT BENEFIT PLANS (Dollars in Thousands)
Arrow sponsors qualified and non-qualified defined benefit pension plans and other postretirement benefit plans for its employees. Arrow maintains a non-contributory pension plan, which covers substantially all employees. Arrow also maintains a supplemental non-qualified unfunded retirement plan to provide eligible employees of Arrow and its subsidiaries with benefits in excess of qualified plan limits imposed by federal tax law.
Arrow has multiple non-pension postretirement benefit plans. The health care, dental and life insurance plans are contributory, with participants’ contributions adjusted annually. Arrow’s policy is to fund the cost of postretirement benefits based on the current cost of the underlying policies. However, the health care plan provision allows for grandfathered participants to receive automatic increases of Company contributions each year based on the increase in inflation, limited to a maximum of 5 %.
The following tables provide the components of net periodic benefit costs for the three and nine-month periods ended September 30, 2026 and 2025:
32
| Employees' | Select Executive | Postretirement | ||||||||||||||||||
| Pension | Retirement | Benefit | ||||||||||||||||||
| Plan | Plan | Plans | ||||||||||||||||||
| Net Periodic Benefit Cost (Benefit) | ||||||||||||||||||||
For the Three Months Ended September 30, 2026: | ||||||||||||||||||||
Service Cost 1 | $ | $ | $ | |||||||||||||||||
Interest Cost 2 | ||||||||||||||||||||
Expected Return on Plan Assets 2 | ( | |||||||||||||||||||
Amortization of Prior Service Cost 2 | ||||||||||||||||||||
Amortization of Net Gain 2 | ( | |||||||||||||||||||
| Net Periodic Cost (Benefit) | $ | $ | $ | ( | ||||||||||||||||
| Plan Contributions During the Period | $ | $ | $ | |||||||||||||||||
For the Three Months Ended September 30, 2025: | ||||||||||||||||||||
Service Cost 1 | $ | $ | $ | |||||||||||||||||
Interest Cost 2 | ||||||||||||||||||||
Expected Return on Plan Assets 2 | ( | |||||||||||||||||||
Amortization of Prior Service Cost 2 | ||||||||||||||||||||
Amortization of Net Gain 2 | ( | |||||||||||||||||||
| Net Periodic Cost (Benefit) | $ | $ | $ | ( | ||||||||||||||||
| Plan Contributions During the Period | $ | $ | $ | |||||||||||||||||
| Net Periodic Benefit Cost | ||||||||||||||||||||
For the Nine Months Ended September 30, 2026: | ||||||||||||||||||||
Service Cost (1) | $ | $ | $ | |||||||||||||||||
Interest Cost (2) | ||||||||||||||||||||
Expected Return on Plan Assets (2) | ( | |||||||||||||||||||
Amortization of Prior Service Cost (2) | ||||||||||||||||||||
Amortization of Net Gain (2) | ( | |||||||||||||||||||
| Net Periodic Cost (Benefit) | $ | $ | $ | ( | ||||||||||||||||
| Plan Contributions During the Period | $ | $ | $ | |||||||||||||||||
| Estimated Future Contributions in the Current Fiscal Year | $ | $ | $ | |||||||||||||||||
For the Nine Months Ended September 30, 2025: | ||||||||||||||||||||
Service Cost (1) | $ | $ | $ | |||||||||||||||||
Interest Cost (2) | ||||||||||||||||||||
Expected Return on Plan Assets (2) | ( | |||||||||||||||||||
Amortization of Prior Service Cost (2) | ||||||||||||||||||||
Amortization of Net Gain (2) | ( | |||||||||||||||||||
| Net Periodic Cost (Benefit) | $ | $ | $ | ( | ||||||||||||||||
| Plan Contributions During the Period | $ | $ | $ | |||||||||||||||||
(1) Included in Salaries and Employee Benefits on the Consolidated Statements of Income
(2) Included in Other Operating Expense on the Consolidated Statements of Income
33
Note 11. EARNINGS PER COMMON SHARE (In Thousands, Except Per Share Amounts)
The following table presents a reconciliation of the numerator and denominator used in the calculation of basic and diluted earnings per common share ("EPS") for the three and nine month periods ended September 30, 2026 and 2025.
| Earnings Per Share | ||||||||||||||||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||||||||||||
Earnings Per Share - Basic: | ||||||||||||||||||||||||||
| Net Income | $ | $ | $ | $ | ||||||||||||||||||||||
| Less: income attributable to unvested stock based compensation awards | ( | ( | ( | ( | ||||||||||||||||||||||
| Net earnings allocated to common shareholders | $ | $ | $ | $ | ||||||||||||||||||||||
Weighted Average Shares - Basic 1 | ||||||||||||||||||||||||||
Earnings Per Share - Basic | $ | $ | $ | $ | ||||||||||||||||||||||
Earnings Per Share - Diluted: | ||||||||||||||||||||||||||
| Net earnings allocated to common shareholders | $ | $ | $ | $ | ||||||||||||||||||||||
Weighted Average Shares - Basic | ||||||||||||||||||||||||||
| Dilutive Average Shares attributable to stock based compensation awards | ||||||||||||||||||||||||||
Weighted Average Shares - Diluted | ||||||||||||||||||||||||||
| Earnings Per Share - Diluted | $ | $ | $ | $ | ||||||||||||||||||||||
1 The Company issued 1,977,250 shares of common stock in consideration for the acquisition of Adirondack. Refer to Note 2 for further details.
Note 12. FAIR VALUES (Dollars In Thousands)
FASB defines fair value, establishes a framework for measuring fair value in GAAP and requires certain disclosures about fair value measurements. There are no nonfinancial assets or liabilities measured at fair value on a recurring basis. The only assets or liabilities that Arrow measured at fair value on a recurring basis at September 30, 2026 and December 31, 2025 were AFS securities, equity securities and derivatives. Arrow held no securities or liabilities for trading on such dates.
The table below presents the financial instrument's fair value and the amounts within the fair value hierarchy based on the lowest level of input that is significant to the fair value measurement:
| Fair Value of Assets and Liabilities Measured on a Recurring and Nonrecurring Basis | |||||||||||||||||||||||
| Fair Value Measurements at Reporting Date Using: | |||||||||||||||||||||||
| Fair Value | Quoted Prices In Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||||||||||
| Fair Value of Assets and Liabilities Measured on a Recurring Basis: | |||||||||||||||||||||||
| September 30, 2026 | |||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Securities Available-for-Sale: | |||||||||||||||||||||||
| U.S. Treasuries | $ | $ | $ | $ | |||||||||||||||||||
| U.S. Government & Agency Obligations | |||||||||||||||||||||||
| State and Municipal Obligations | |||||||||||||||||||||||
| Mortgage-Backed Securities | |||||||||||||||||||||||
| Corporate and Other Debt Securities | |||||||||||||||||||||||
| Small Business Administration Securities | |||||||||||||||||||||||
| Total Securities Available-for-Sale | |||||||||||||||||||||||
| Equity Securities | |||||||||||||||||||||||
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| Fair Value of Assets and Liabilities Measured on a Recurring and Nonrecurring Basis | |||||||||||||||||||||||
| Fair Value Measurements at Reporting Date Using: | |||||||||||||||||||||||
| Fair Value | Quoted Prices In Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||||||||||
| Total Securities Measured on a Recurring Basis | |||||||||||||||||||||||
| Derivative Assets | |||||||||||||||||||||||
| Total Measured on a Recurring Basis | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Derivative Liabilities | $ | $ | $ | $ | |||||||||||||||||||
| Total Measured on a Recurring Basis | $ | $ | $ | $ | |||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Securities Available-for Sale: | |||||||||||||||||||||||
| U.S. Treasuries | $ | $ | $ | $ | |||||||||||||||||||
| U.S. Government & Agency Obligations | |||||||||||||||||||||||
| State and Municipal Obligations | |||||||||||||||||||||||
| Mortgage-Backed Securities | |||||||||||||||||||||||
| Corporate and Other Debt Securities | |||||||||||||||||||||||
| Total Securities Available-for-Sale | |||||||||||||||||||||||
| Equity Securities | |||||||||||||||||||||||
| Total Securities Measured on a Recurring Basis | |||||||||||||||||||||||
| Derivative Assets | |||||||||||||||||||||||
| Total Measured on a Recurring Basis | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Derivative Liabilities | $ | $ | $ | $ | |||||||||||||||||||
| Total Measured on a Recurring Basis | $ | $ | $ | $ | |||||||||||||||||||
| Fair Value | Quoted Prices In Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Gains (Losses) Recognized in Earnings | |||||||||||||||||||||||||
| Fair Value of Assets and Liabilities Measured on a Nonrecurring Basis: | |||||||||||||||||||||||||||||
| September 30, 2026 | |||||||||||||||||||||||||||||
| Collateral Dependent Evaluated Loans | $ | $ | $ | $ | |||||||||||||||||||||||||
| Other Real Estate Owned and Repossessed Assets, Net | |||||||||||||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||||||||
| Collateral Dependent Impaired Loans | $ | $ | $ | $ | |||||||||||||||||||||||||
| Other Real Estate Owned and Repossessed Assets, Net | |||||||||||||||||||||||||||||
The fair value of financial instruments is determined under the following hierarchy:
•Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
•Level 2 - Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and,
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•Level 3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).
Fair Value Methodology for Assets and Liabilities Measured on a Recurring Basis
The fair value of Level 1 AFS securities are based on unadjusted, quoted market prices from exchanges in active markets. The fair value of Level 2 AFS securities are based on an independent bond and equity pricing service for identical assets or significantly similar securities and an independent equity pricing service for equity securities not actively traded. The pricing services use a variety of techniques to arrive at fair value including market maker bids, quotes and pricing models. Inputs to the pricing models include recent trades, benchmark interest rates, spreads and actual and projected cash flows. The fair value of Level 2 equities are based on the last observable price in open markets. The fair value of Level 2 derivatives is determined using inputs that are observable in the market place obtained from third parties including yield curves, publicly available volatilities, and floating indexes.
Fair Value Methodology for Assets and Liabilities Measured on a Nonrecurring Basis
The fair value of collateral dependent individually evaluated loans and other real estate owned is based on the fair value of the underlying collateral which is based on the appraised value less costs to sell. Significant unobservable inputs used in this valuation technique include capitalization rates which ranged from 7 % - 10 %. The appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses. Arrow evaluates each of these assets for impairment at least annually, with no impairment recognized for these assets at September 30, 2026 and December 31, 2025.
Fair Value Methodology for Financial Instruments Not Measured on a Recurring or Nonrecurring Basis
The fair value for securities held-to-maturity is determined utilizing an independent bond pricing service for identical assets or significantly similar securities. The pricing service uses a variety of techniques to arrive at fair value including market maker bids, quotes and pricing models. Inputs to the pricing models include recent trades, benchmark interest rates, spreads and actual and projected cash flows.
Local municipal held-to-maturity securities are recorded at cost on the financial statements. That determination is due to several factors including that there is no reliable external pricing available, the vast majority of maturities are under 1-year, and each are guaranteed by their respective municipalities, who are in turn guaranteed by the State of New York.
ASC 820 requires that the fair value for loans must be disclosed using the "exit price" notion which is a reasonable estimate of what another party might pay in an orderly transaction. Fair values for loans are calculated for portfolios of loans with similar financial characteristics. Loans are segregated by type such as commercial, commercial real estate, residential mortgage, indirect auto and other consumer loans. Each loan category is further segmented into fixed and adjustable interest rate terms and by performing and nonperforming categories. The fair value of performing loans is calculated by determining the estimated future cash flow, which is the contractual cash flow adjusted for estimated prepayments. The discount rate is determined by starting with current market yields, and first adjusting for a liquidity premium. This premium is separately determined for each loan type. Then a credit loss component is determined utilizing the credit loss assumptions used in the allowance for credit loss model. Finally, a discount spread is applied separately for consumer loans vs. commercial loans based on market information and utilization of the swap curve.
The fair value of time deposits is based on the discounted value of contractual cash flows. The discount rates are estimated using the FHLBNY yield curve, which is considered representative of Arrow’s time deposit rates.
The fair value of FHLBNY advances is calculated by the FHLBNY.
The carrying amount of FHLBNY and FRB stock approximates fair value. If the stock was redeemed, Arrow will receive an amount equal to the par value of the stock.
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Fair Value by Balance Sheet Grouping
The following table presents a summary of the carrying amount, the fair value (exit price) or an amount approximating fair value and the fair value hierarchy of Arrow’s financial instruments:
| Schedule of Fair Values by Balance Sheet Grouping | |||||||||||||||||||||||||||||
| Fair Value Hierarchy | |||||||||||||||||||||||||||||
| Carrying Value | Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||
| September 30, 2026 | |||||||||||||||||||||||||||||
| Cash and Cash Equivalents | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Securities Available-for-Sale | |||||||||||||||||||||||||||||
| Securities Held-to-Maturity | |||||||||||||||||||||||||||||
| Equity Securities | |||||||||||||||||||||||||||||
| Federal Home Loan Bank and Federal Reserve Bank Stock | |||||||||||||||||||||||||||||
| Net Loans | |||||||||||||||||||||||||||||
| Accrued Interest Receivable | |||||||||||||||||||||||||||||
| Derivative Assets | |||||||||||||||||||||||||||||
| Deposits | |||||||||||||||||||||||||||||
| Borrowings | |||||||||||||||||||||||||||||
| Junior Subordinated Obligations Issued to Unconsolidated Subsidiary Trusts | |||||||||||||||||||||||||||||
| Accrued Interest Payable | |||||||||||||||||||||||||||||
| Derivative Liabilities | |||||||||||||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||||||||
| Cash and Cash Equivalents | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Securities Available-for-Sale | |||||||||||||||||||||||||||||
| Securities Held-to-Maturity | |||||||||||||||||||||||||||||
| Equity Securities | |||||||||||||||||||||||||||||
| Federal Home Loan Bank and Federal Reserve Bank Stock | |||||||||||||||||||||||||||||
| Net Loans | |||||||||||||||||||||||||||||
| Accrued Interest Receivable | |||||||||||||||||||||||||||||
| Derivative Assets | |||||||||||||||||||||||||||||
| Deposits | |||||||||||||||||||||||||||||
| Borrowings | |||||||||||||||||||||||||||||
| Junior Subordinated Obligations Issued to Unconsolidated Subsidiary Trusts | |||||||||||||||||||||||||||||
| Accrued Interest Payable | |||||||||||||||||||||||||||||
| Derivative Liabilities | |||||||||||||||||||||||||||||
Note 13. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (In Thousands)
Arrow is exposed to certain risks arising from both its business operations and economic conditions. Arrow principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. Arrow manages economic risks, including interest rate, primarily by managing the amount, sources and duration of its assets and liabilities and through the use of derivative instruments. Specifically, Arrow enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. Arrow's derivative financial instruments are used to manage differences in the amount, timing and duration of known or expected cash receipts and its known or expected cash payments principally related to certain fixed rate borrowings. Arrow also has interest rate derivatives that result from a service provided to certain qualifying customers and, therefore, are not used to manage interest rate risk in Arrow's assets or liabilities. Arrow's goal is to have a matched book with respect to its derivative instruments in order to minimize its net risk exposure resulting from such transactions.
Derivatives Not Designated as Hedging Instruments
Arrow enters into interest rate swap agreements with its commercial customers to provide them with a long-term fixed rate, while simultaneously entering into offsetting interest rate swap agreements with a counterparty to swap the fixed rate to a variable rate to manage interest rate exposure.
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These interest rate swap agreements are not designated as a hedge for accounting purposes. As the interest rate swap agreements have substantially equivalent and offsetting terms, they do not present material interest rate exposure to Arrow's consolidated statements of income. Arrow records its interest rate swap agreements at fair value and is presented on a gross basis within other assets and other liabilities on the consolidated balance sheets. Changes in the fair value of assets and liabilities arising from these derivatives are included, net, in other income in the consolidated statement of income.
The following table depicts the fair value adjustment recorded related to the notional amount of derivatives, not designated as hedging instruments, outstanding as well as the notional amount of the interest rate swap agreements:
| Derivatives Not Designated as Hedging Instruments - Interest Rate Swap Agreements | |||||||||||||||||
| September 30, 2026 | December 31, 2025 | ||||||||||||||||
| Fair value adjustment included in other assets | $ | $ | |||||||||||||||
| Fair value adjustment included in other liabilities | |||||||||||||||||
| Notional amount | |||||||||||||||||
Derivatives Designated as Hedging Instruments
In the third quarter of 2024, Arrow entered into a forward interest rate swap agreement which commenced in the first quarter of 2025, designated as hedging instruments, to add stability to interest expense and to manage its exposure to the variability of the future cash flows attributable to the contractually specified interest rates. The notional amount is $125 million and will synthetically fix the variable rate interest payments. The effective fixed rate is 3.29 % until maturity. Arrow entered into pay-fixed interest rate swaps to convert rolling 90 days brokered deposits or FHLB borrowings.
For derivatives that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in AOCI and subsequently reclassified into interest expense in the same period during which the hedge transaction affects earnings.
The following tables indicate the effect of cash flow hedge accounting on accumulated other comprehensive income (“AOCI”) and on the consolidated statement of income.
| Derivatives Designated as Hedging Instruments - Cash Flow Hedge Agreements | |||||||||||
| September 30, 2026 | December 31, 2025 | ||||||||||
| Fair value adjustment included in other assets | $ | $ | |||||||||
| Three Months Ended | Three Months Ended | Nine Months Ended | Nine Months Ended | ||||||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||||||||||||||||||
| Amount of gain (loss) recognized in AOCI | $ | $ | $ | $ | ( | ||||||||||||||||||||||||
| Amount of gain reclassified from AOCI interest expense | |||||||||||||||||||||||||||||
In the fourth quarter of 2023, Arrow entered into two interest rate swaps, designated as hedging instruments, to add stability to interest expense and to manage its exposure to the variability of the future cash flows attributable to the contractually specified interest rates. The notional amounts were $100 million and $75 million, respectively. Arrow entered into pay-fixed interest rate swaps to convert rolling 90 days brokered deposits or FHLB borrowings.
In the third quarter of 2025, Arrow voluntarily terminated these swaps as part of Arrow's ongoing interest-rate risk management and concurrently entered into two new pay-fixed, receive-variable longer termed swaps with lower fixed rates and identical notional amounts. The benefit of the lower fixed rates will be partially offset by early termination fees of $1.4 million that will be amortized over the life of the terminated swaps. In the table below, the $324 thousand year-to-date loss and $172 thousand quarter-to-date loss, reclassified from AOCI interest expense includes $929 thousand year-to-date September 30, 2026 and $313 thousand quarter-to-date September 30, 2026 of amortized loss related to these terminated swaps. There was no
In the third quarter of 2026, Arrow voluntarily terminated the $75 million swap and partially terminated $50 million of the $100 million swap as part of Arrow's liquidity management.
For derivatives that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in AOCI and subsequently reclassified into interest expense in the same period in which the hedged forecasted transaction affects earnings. During the quarter ended September 30, 2026, certain forecasted transactions associated with previously designated cash flow hedges became probable of not occurring within the originally specified time period or within the subsequent two-month period. Accordingly, Arrow reclassified the related amounts from accumulated other comprehensive income (loss) into earnings, including a gain of $1.1 million and a loss of $388 thousand.
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The following tables indicate the effect of cash flow hedge accounting on accumulated other comprehensive income (“AOCI”) and on the consolidated statement of income.
| Derivatives Designated as Hedging Instruments - Cash Flow Hedge Agreements | |||||||||||
| September 30, 2026 | December 31, 2025 | ||||||||||
| Fair value adjustment included in other liabilities | $ | $ | |||||||||
| Fair value adjustment included in other assets | |||||||||||
| Three Months Ended | Three Months Ended | Nine Months Ended | Nine Months Ended | ||||||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||||||||||||||||||
| Amount of gain (loss) recognized in AOCI | $ | $ | $ | $ | ( | ||||||||||||||||||||||||
| Amount of gain reclassified from AOCI interest expense | |||||||||||||||||||||||||||||
In 2019, Arrow entered into interest rate swaps to synthetically fix the variable rate interest payments associated with $20 million in outstanding subordinated trust securities. These agreements are designated as cash flow hedges.
The following tables indicate the effect of cash flow hedge accounting on AOCI and on the consolidated statement of income.
| Derivatives Designated as Hedging Instruments - Cash Flow Hedge Agreements | |||||||||||
| September 30, 2026 | December 31, 2025 | ||||||||||
| Fair value adjustment included in other assets | $ | $ | |||||||||
| Three Months Ended | Three Months Ended | Nine Months Ended | Nine Months Ended | ||||||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||||||||||||||||||
| Amount of gain (loss) recognized in AOCI | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||
| Amount of (loss) gain reclassified from AOCI to interest expense | ( | ( | ( | ( | |||||||||||||||||||||||||
For derivatives that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in AOCI and subsequently reclassified into interest expense in the same period during which the hedge transaction affects earnings.
Note 14: Segment Reporting
The Company's revenue is primarily derived from community banking. Arrow's Chief Executive Officer ("CEO") is considered to be the Company's Chief Operating Decision Maker ("CODM"). The CEO manages its operations and monitors its financial performance on a consolidated basis. The Executive Management Team includes the following officers of the Company:
•President and CEO,
•Senior Executive Vice President, Chief Financial Officer, Treasurer & Chief Accounting Officer,
•Senior Executive Vice President, Chief Risk Officer,
•Senior Executive Vice President, Chief Banking Officer,
•Executive Vice President, Chief Information Officer, and
•Executive Vice President, Chief Human Resources Officer.
Financial performance is reported to the CODM monthly. Net consolidated income and EPS are the primary measures used by the Executive Management Team to evaluate Arrow's performance. Secondary measures include metrics like return on average assets and Net Interest Margin. All measures are reviewed and either affirmed or changed annually by the CODM and the Board of Directors. The presentation of financial performance to the CODM is consistent with the amounts and financial statement captions shown on the Company's consolidated balance sheets and consolidated statements of income. Significant expenses of the Company are adequately segmented in the consolidated statements of income to include all significant items when considering both quantitative and qualitative factors. These significant expenses include salaries and employee benefits, occupancy expense, technology and equipment expense, FDIC assessments and other operating expense.
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All of the Company's financial results are considered by the Executive Management Team to be aggregated into one reportable segment which is community banking. While the Company does designate management responsibilities by certain business-lines, the Company's CODM evaluates financial performance on a Company-wide basis. The primary source of Arrow's revenue is from its community banking operation. All of Arrow's designated business lines have either similar characteristics, products and services, or are complementary products. Therefore, the operations of the Company are managed and considered by the Executive Management Team as one reportable segment.
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Item 2.
ARROW FINANCIAL CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
September 30, 2026
NOTE ON TERMINOLOGY
In this Report, the terms "Arrow," "the registrant," "the Company," "we," "us," and "our" generally refer to Arrow Financial Corporation and its subsidiaries as a group, except where the context indicates otherwise. At certain points in this Report, Arrow's performance is compared with that of the Company's "peer group" of financial institutions. Unless otherwise specifically stated, the peer group for the purposes of this Report is comprised of the group of 207 domestic bank holding companies with $3 to $10 billion in total consolidated assets as identified in the FRB’s "Bank Holding Company Performance Report" for June 30, 2026 (the most recent such report currently available), and peer group data contained herein has been derived from such report.
THE COMPANY AND ITS SUBSIDIARIES
Arrow was incorporated on March 21, 1983 and is registered as a bank holding company within the meaning of the Bank Holding Company Act of 1956. Through Arrow Bank, Arrow indirectly owns various non-bank subsidiaries, including an insurance agency, a registered investment adviser and a REIT.
Arrow’s business consists primarily of the ownership, supervision and control of Arrow Bank, including the bank's subsidiaries. Arrow provides various advisory and administrative services and coordinates the general policies and operation of Arrow Bank. Arrow Bank engages in a wide range of lending activities, including commercial and industrial lending primarily to small and mid-sized companies; mortgage lending for residential and commercial properties; and consumer installment and home equity financing. Arrow Bank also provides retirement planning, trust and estate administration services for individuals, and pension, profit-sharing and employee benefit plan administration for corporations and, through its insurance subsidiary, sells property and casualty insurance and sells and services group health care policies and life insurance.
The banking subsidiary is Arrow Bank National Association® ("Arrow Bank™") whose main office is located in Glens Falls, New York. Active subsidiaries of Arrow Bank include Upstate Agency, LLC (an insurance agency that sells property and casualty insurance and also specializes in selling and servicing group health care policies and life insurance), North Country Investment Advisers, Inc. (a registered investment adviser that provided investment advice to Arrow's proprietary mutual fund until the fund was transferred to a new investment advisor in the first half of 2025), Adirondack Insurance Services, Inc., which operates as an independent insurance agency that represents several different insurance companies to offer competitive personal and business insurance products and Arrow Properties, Inc. (a real estate investment trust, or REIT). Arrow also directly owns four subsidiary business trust to issue trust preferred securities (TRUPs), a portion of which are still outstanding.
Adirondack Bancorp, Inc. Merger: On July 1, 2026, the Company completed its acquisition of Adirondack Bancorp, Inc. (“Adirondack”), the holding company of Adirondack Bank, a New York state-chartered financial institution with branch locations spanning Oneida, Franklin, Essex, Herkimer and Clinton counties, and a loan production office in Onondaga County. As a result of the transaction, Adirondack merged with and into Arrow and Adirondack Bank merged with and into Arrow Bank (the "Acquisition").. The Acquisition expanded the Company's presence across the Upstate and Central New York area, with the addition of 20 locations.
On the Acquisition date, each share of Adirondack’s common stock was converted into the right to receive 1.8610 shares of the Company’s common stock and $18.72 in cash. Arrow issued approximately 1.98 million shares of its common stock with an acquisition-date fair value of approximately $81.2 million and paid approximately $19.9 million in cash. The fair value of the common stock issued was determined using Arrow’s opening common-stock price of $41.06 per share on July, 1 2026. In total the Company issued 1.98 million shares of its common stock, representing 9.65% of the Company’s outstanding shares of common stock subsequent to the issuance of the shares related to the Acquisition.
The merger was accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations. Under this method of accounting, the respective assets acquired and liabilities assumed were recorded at their estimated fair values. The excess of consideration paid over the estimated fair value of the net assets acquired totaled $44.7 million and was recorded as goodwill.
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this "Report") contains statements that are not historical in nature but rather are based on Arrow's beliefs, assumptions, expectations, estimates and projections about the future. These statements are "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934 ("Exchange Act"), as amended, and involve a degree of uncertainty and attendant risk. Words such as "may," "will," "expect," "believe," "anticipate," "estimate," "continue," and variations of such words and similar expressions are intended to identify such forward-looking statements. Examples of forward-looking statements include statements regarding Arrow's asset quality, the level of allowance for credit losses, the sufficiency of liquidity sources, interest rate change exposure, changes in accounting standards, and Arrow's tax plans and strategies. Some of these statements, such as those included in the interest rate sensitivity analysis in Part I, Item 3, entitled "Quantitative and Qualitative Disclosures About Market Risk," are merely presentations of what future performance or changes in future performance would look like based on hypothetical assumptions and on simulation models. Other forward-looking statements are based on Arrow's general perceptions of market conditions and trends in business activity, both Arrow's and in the banking industry generally, as well as current management strategies for future operations and development.
These forward-looking statements may not be exhaustive, are not guarantees of future performance and involve certain risks and
41
uncertainties that are difficult to quantify or, in some cases, to identify. You should not place undue reliance on any such forward-looking statements. In the case of all forward-looking statements, actual outcomes and results may differ materially from what the statements predict or forecast. Factors that could cause or contribute to such differences include, but are not limited to the following:
•Arrow remains subject to inflationary risk which could adversely impact our business and our customers.
•Market conditions could present significant challenges to the U.S. commercial banking industry and its core business of making and servicing loans. Any substantial downturn in the regional markets in which Arrow operates or in the U.S. economy generally could adversely affect Arrow's ability to maintain and/or grow earnings.
•Any future economic or financial downturn, including any significant correction in the equity markets, could adversely affect Arrow's volume of income attributable to, and demand for, fee-based services of Arrow Bank, including the Company's fiduciary business, which could negatively impact Arrow's financial condition and results of operations.
•Arrow operates in a highly competitive industry and market areas that could negatively affect growth and profitability.
•The financial services industry is faced with technological advances and changes on a continuing basis, and failure to adapt to these advances and changes could have a material adverse impact on Arrow's business.
•Problems encountered by other financial institutions could adversely affect Arrow.
•Geopolitical and other external events, such as severe weather, natural disasters, public health emergencies and pandemics, acts of war or terrorism, and other external events could impact Arrow Bank’s ability to conduct business.
•Arrow faces continuing and growing security risks to its information base including the information maintained relating to customers, and any breaches in the security systems implemented to protect this information could have a material negative effect on Arrow's business operations and financial condition.
•Arrow Bank is subject to risks and losses resulting from fraudulent activities that could adversely impact its financial performance and results of operations.
•Business could suffer if Arrow loses key personnel unexpectedly.
•Arrow is subject to interest rate risk, which could adversely affect profitability.
•Arrow Bank's allowance for possible credit losses may be insufficient, and an increase in the allowance would reduce earnings.
•The increasing complexity of Arrow's operations presents varied risks that could affect earnings and financial condition.
•Arrow’s financial condition and the results of its operations could be negatively impacted by changes in its liquidity position.
•Arrow could recognize losses on securities held in its securities portfolio, particularly if interest rates increase or economic and market conditions deteriorate.
•Arrow Bank’s commercial and commercial real estate loans increase its exposure to credit risks.
•Arrow Bank’s indirect and consumer lending involves risk elements in addition to normal credit risk.
•Arrow may not pay or may reduce the dividends paid on shares of its common stock, and its ability to pay dividends is subject to certain restrictions.
•Arrow operates in a highly regulated industry and faces risks associated with noncompliance. Federal banking statutes and regulations could change in the future, which may adversely affect Arrow.
•Capital and liquidity standards require banks and bank holding companies to maintain more and higher quality capital and greater liquidity than has historically been the case.
•Non-compliance with the Patriot Act, Bank Secrecy Act, or other anti-money laundering laws and regulations could result in fines or sanctions and restrictions on conducting acquisitions or establishing new branches.
•Arrow, through Arrow Bank, is subject to the CRA and fair lending laws, and failure to comply with these laws could lead to material penalties.
The Company is under no duty to update any of the forward-looking statements after the date of this Report to conform such statements to actual results. All forward-looking statements, express or implied, included in this Report are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that Arrow or any persons acting on its behalf may issue. This Report should be read in conjunction with the 2025 Form 10-K and our other filings with the Securities and Exchange Commission ("SEC").
USE OF FINANCIAL MEASURES
The SEC has adopted Regulation G, which applies to all public disclosures made by registered companies that contain “non-GAAP financial measures.” "GAAP" refers to generally accepted accounting principles in the United States of America. Under Regulation G, companies making public disclosures containing non-GAAP financial measures must also disclose, along with each non-GAAP financial measure, certain additional information, including a reconciliation of the non-GAAP financial measure to the closest comparable GAAP financial measure and a statement of the Company’s reasons for utilizing the non-GAAP financial measure as part of its financial disclosures. The SEC has exempted from the definition of “non-GAAP financial measures” certain commonly used financial measures that are not based on GAAP. When these exempted measures are included in public disclosures, supplemental information is not required. The following measures used in this Report, which are commonly utilized by financial institutions, have not been specifically exempted by the SEC and may constitute "non-GAAP financial measures" within the meaning of the SEC's rules. The Company believes that the non-GAAP financial measures disclosed from time-to-time are useful in evaluating Arrow's performance and that such information should be considered as supplemental in nature, and not as a substitute for or superior to, the related financial information prepared in accordance with GAAP. Arrow's non-GAAP financial measures may differ from similar measures presented by other companies. A reconciliation of non-GAAP financial measures to the closest comparable GAAP financial measures is included on page 44 of this Report. Non-GAAP measures used in this Report, which are commonly utilized by financial institutions, include the following.
Tax-Equivalent Net Interest Income and Net Interest Margin: Net interest income, as a component of the tabular presentation by financial institutions of selected financial information regarding their recently completed operations, as well as disclosures based on that tabular presentation, is commonly presented on a tax-equivalent basis. That is, to the extent that some component of the
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institution's net interest income, which is presented on a before-tax basis, is exempt from taxation (e.g., is received by the institution as a result of its holdings of state or municipal obligations), an amount equal to the tax benefit derived from that component is added to the actual before-tax net interest income total. This adjustment is considered helpful in comparing one financial institution's net interest income to that of another institution or in analyzing any institution’s net interest income trend line over time, to correct any analytical distortion that might otherwise arise from the fact that financial institutions vary widely in the proportions of their portfolios that are invested in tax-exempt securities. Moreover, net interest income is itself a component of a second financial measure commonly used by financial institutions, net interest margin, which is the ratio of net interest income to average earning assets. For purposes of this measure as well, tax-equivalent net interest income is generally used by financial institutions, again to provide a better basis of comparison from institution to institution and to better demonstrate a single institution’s performance over time. The Company follows these practices.
The Efficiency Ratio: Financial institutions often use an "efficiency ratio" as a measure of expense control. The efficiency ratio typically is defined as the ratio of noninterest expense to net interest income and noninterest income. Net interest income as utilized in calculating the efficiency ratio is typically the same as the net interest income presented in selected financial information, i.e., it is expressed on a tax-equivalent basis. Moreover, many financial institutions, in calculating the efficiency ratio, also adjust both noninterest expense and noninterest income to exclude from these items (as calculated under GAAP) certain recurring component elements of income and expense, such as intangible asset amortization (which is included in noninterest expense under GAAP but may not be included therein for purposes of calculating the efficiency ratio) and securities gains or losses (which are reflected in the calculation of noninterest income under GAAP but may be ignored for purposes of calculating the efficiency ratio). The Company makes these adjustments.
Tangible Equity and Book Value per Share: Tangible equity is total stockholders’ equity less intangible assets. Tangible book value per share is tangible equity divided by total shares issued and outstanding. Tangible book value per share is often regarded as a more meaningful comparative ratio than book value per share as calculated under GAAP, that is, total stockholders’ equity including intangible assets divided by total shares issued and outstanding.
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| Non-GAAP Reconciliations and Financial Measures | ||||||||||||||||||||||||||||||||
Non-GAAP Financial Measures Reconciliation: Tangible Equity, Tangible Book Value per Share and Return on Tangible Equity exclude goodwill and other intangible assets, net from total equity. The income statement numbers are for the quarter ended September 30, 2026, December 31, 2025 and September 30, 2025. These are non-GAAP financial measures which Arrow believes provide investors with information that is useful in understanding our financial performance. See "Use of Non-GAAP Financial Measures" on page 42. | ||||||||||||||||||||||||||||||||
| 9/30/2026 | 12/31/2025 | 9/30/2025 | ||||||||||||||||||||||||||||||
| Total Stockholders' Equity (GAAP) | $ | 515,092 | $ | 431,852 | $ | 417,687 | ||||||||||||||||||||||||||
| Less: Goodwill and Other Intangible assets, net | 88,192 | 25,530 | 25,594 | |||||||||||||||||||||||||||||
| Tangible Equity (Non-GAAP) | $ | 426,900 | $ | 406,322 | $ | 392,093 | ||||||||||||||||||||||||||
| Period End Shares Outstanding | 18,535 | 16,445 | 16,438 | |||||||||||||||||||||||||||||
| Tangible Book Value per Share (Non-GAAP) | $ | 23.03 | $ | 24.71 | $ | 23.85 | ||||||||||||||||||||||||||
| Net Income | 5,700 | 14,013 | 12,825 | |||||||||||||||||||||||||||||
| Return on Average Tangible Equity (Net Income/Tangible Equity - Annualized) | 5.08 | % | 13.92 | % | 13.13 | % | ||||||||||||||||||||||||||
Non-GAAP Financial Measures Reconciliation: Net Interest Margin, Tax-Equivalent is the ratio of our annualized tax-equivalent net interest income to average earning assets. The income statement numbers are for the quarter ended September 30, 2026, December 31, 2025 and September 30, 2025. This is also a non-GAAP financial measure which Arrow believes provides investors with information that is useful in understanding our financial performance. See "Use of Non-GAAP Financial Measures" on page 42. | ||||||||||||||||||||||||||||||||
| 9/30/2026 | 12/31/2025 | 9/30/2025 | ||||||||||||||||||||||||||||||
| Interest Income (GAAP) | $ | 68,075 | $ | 54,610 | $ | 53,598 | ||||||||||||||||||||||||||
| Add: Tax-Equivalent adjustment (Non-GAAP) | 148 | 114 | 121 | |||||||||||||||||||||||||||||
| Interest Income - Tax Equivalent (Non-GAAP) | $ | 68,223 | $ | 54,724 | $ | 53,719 | ||||||||||||||||||||||||||
| Net Interest Income (GAAP) | $ | 48,733 | $ | 35,143 | $ | 34,131 | ||||||||||||||||||||||||||
| Add: Tax-Equivalent adjustment (Non-GAAP) | 148 | 114 | 121 | |||||||||||||||||||||||||||||
| Net Interest Income - Tax Equivalent (Non-GAAP) | $ | 48,881 | $ | 35,257 | $ | 34,252 | ||||||||||||||||||||||||||
| Average Earning Assets | 5,089,406 | 4,302,305 | 4,199,115 | |||||||||||||||||||||||||||||
| Net Interest Margin (Non-GAAP)* | 3.81 | % | 3.25 | % | 3.24 | % | ||||||||||||||||||||||||||
| * Quarterly ratios have been annualized. | ||||||||||||||||||||||||||||||||
Non-GAAP Financial Measures: Financial Institutions often use the "efficiency ratio", a non-GAAP ratio, as a measure of expense control. Arrow believes that the efficiency ratio provides investors with information that is useful in understanding our financial performance. Arrow defines efficiency ratio as the ratio of our non-interest expense to our net gross income (which equals tax-equivalent net interest income plus non-interest income, as adjusted). The income statement numbers are for the quarter ended September 30, 2026, December 31, 2025 and September 30, 2025. There is no GAAP financial measure that is closely comparable to the efficiency ratio. See "Use of Non-GAAP Financial Measures" on page 42. | ||||||||||||||||||||||||||||||||
| Efficiency Ratio Calculation: | 9/30/2026 | 12/31/2025 | 9/30/2025 | |||||||||||||||||||||||||||||
| Non-Interest Expense | $ | 51,828 | $ | 25,804 | $ | 25,433 | ||||||||||||||||||||||||||
| Less: Intangible Asset Amortization | 812 | 74 | 76 | |||||||||||||||||||||||||||||
| Net Non-Interest Expense | $ | 51,016 | $ | 25,730 | $ | 25,357 | ||||||||||||||||||||||||||
| Net Interest Income, Tax-Equivalent | $ | 48,881 | $ | 35,257 | $ | 34,252 | ||||||||||||||||||||||||||
| 11,415 | 8,268 | 8,716 | ||||||||||||||||||||||||||||||
| Less: Net Gain (Loss) on Securities | 114 | (127) | 392 | |||||||||||||||||||||||||||||
| Net Gross Income | $ | 60,182 | $ | 43,652 | $ | 42,576 | ||||||||||||||||||||||||||
| Efficiency Ratio | 84.77 | % | 58.94 | % | 59.56 | % | ||||||||||||||||||||||||||
Adjustments for Certain Items of Income or Expense: In addition to our regular use in our public filings and disclosures of the various non-GAAP measures commonly utilized by financial institutions discussed above, we also may elect from time to time, in connection with our presentation of various financial measures prepared in accordance with GAAP, such as net income, earnings per share (i.e., EPS), return on average assets (i.e., ROA), and return on average equity (i.e., ROE), to additionally provide certain
44
comparative disclosures that adjust these GAAP financial measures, typically by removing therefrom the impact of certain transactions or other material items of income or expense that are unusual or unlikely to be repeated. Arrow does so only if it believes that inclusion of the resulting non-GAAP financial measures may improve the average investor's understanding of Arrow's results of operations by separating out items that have a disproportional positive or negative impact on the particular period in question or by otherwise permitting a better comparison from period-to-period in the results of operations with respect to Arrow's fundamental lines of business, including the commercial banking business.
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OVERVIEW
The following discussion and analysis focuses on and reviews the results of operations for the three months ended September 30, 2026 and September 30, 2025 and the financial conditions as of September 30, 2026 and December 31, 2025. The discussion below should be read in conjunction with the selected quarterly and annual information set forth above and the Unaudited Interim Consolidated Financial Statements and other financial data presented elsewhere in this Report. When necessary, prior-year financial information has been reclassified to conform to the current-year presentation.
Summary of Q3 2026 Financial Results: Net income for the third quarter of 2026 was $5.7 million compared to $12.8 million in the third quarter of 2025. Compared to the third quarter of 2025, net income decreased primarily due to an increase in non-interest expense of $26.4 million, which included merger-related expenses of $15.6 million, partially offset by an increase in net interest income of $14.6 million and an increase of non-interest income of $2.7 million.
Net interest income for the quarter increased by $14.6 million, or 42.8%, from the third quarter of 2025. Interest and fees on loans were $58.9 million for the third quarter of 2026, an increase from $46.8 million for the quarter ended September 30, 2025, primarily due to loan growth, including acquired loans, and higher loan yields. Interest expense for the third quarter of 2026 was $19.3 million, a decrease of $0.1 million versus the comparable quarter ended September 30, 2025, primarily due a decrease in the average cost of interest-bearing liabilities of 36 basis points offset by an increase in the average balance of interest-bearing liabilities of $536.2 million.
Net interest margin increased 58 basis points in the third quarter of 2026 to 3.80%, from 3.22% during the third quarter of 2025. On an FTE basis, net interest margin increased to 3.81% in the third quarter of 2026 from 3.24% during the third quarter of 2025. Average earning asset yields were 25 basis points higher as compared to the third quarter of 2025. The average cost of interest-bearing liabilities decreased 36 basis points from the quarter ended September 30, 2025. The increase in net interest margin compared to the third quarter of 2025 was primarily the result of the Acquisition, which included lower costing deposit balances, while loan yields continued to expand. Net interest margin also benefitted by 14 basis points, comprised of 9 basis points related to the net accretion of purchase accounting adjustments and 5 basis points on the accretion of the acquired investment portfolio. See the disclosure on page 42 related to the use of non-GAAP financial measures.
Total non-interest income in the current quarter was $11.4 million, an increase of $2.7 million from the third quarter of 2025. Fee income increased $1.4 million compared to the third quarter of 2025, primarily a result of services to customers from the Acquisition. Other operating income increased $1.5 million compared to the third quarter of 2025, primarily due to an increase in bank-owned life insurance income and a gain on the termination of a portion of the cash flow hedges, as the Acquisition enabled a change to Arrow's asset-liability management strategy.
Non-interest expense for the third quarter of 2026 was $51.8 million, an increase of $26.4 million, or 103.8%, from the third quarter of 2025. Salaries and benefit expenses increased $5.1 million, or 35.2%, from the prior year comparable quarter as a result of overall growth in the organization, including an increase in headcount from the Acquisition, and annual merit increases. Technology expenses in the third quarter increased $2.0 million, or 40.6%, from the third quarter of 2025, primarily due to the cost of operating two core systems after the Acquisition. The core system conversion is scheduled for November 7 and 8, 2026. Occupancy expenses increased $898 thousand due to utility and building maintenance costs for 20 new locations from the Acquisition. Other operating expense increased $18.2 million from the prior year comparable quarter primarily as a result of $15.6 million of merger-related expenses, core deposit intangible amortization, and other operating expenses due to the Acquisition.
The provision for income taxes and effective tax rate were $1.2 million and 16.8%, respectively, for the third quarter of 2026, and $3.8 million and 22.7%, respectively, for the third quarter of 2025. The effective tax rate for the third quarter of 2026 reflects tax credits recognized from energy production tax credit purchases and the impact of closing the Acquisition.
Total assets were $5.5 billion at September 30, 2026, an increase of $1.1 billion, or 24.8%, as compared to December 31, 2025. For the third quarter of 2026, the increase in total assets was primarily attributable to the Acquisition and organic loan growth.
Total investments were $693.6 million as of September 30, 2026, an increase of $120.8 million, or 21.1%, compared to December 31, 2025. The increase from December 31, 2025 was driven primarily by the Acquisition, partially offset by the subsequent sale of $73 million of investments as well as additional paydowns and maturities. There were no material credit quality issues related to the investment portfolio.
Total loans were $4.1 billion as of September 30, 2026, an increase of $691.5 million, or 20.0%, compared to December 31, 2025. The increase was driven by $608.0 million of gross new loans from the Acquisition, reduced by a $21.0 million non-credit related discount, and approximately $104.5 million in organic loan growth.
At September 30, 2026, deposit balances were $4.7 billion, an increase of $799.4 million from December 31, 2025. The increase was primarily attributable to $926.9 million of new deposits from the Acquisition and growth in municipal deposits due to seasonality, offset by $300 million of brokered CDs replaced by lower costing FHLB borrowings.
The changes in net income, net interest income and net interest margin between the three and nine month periods are discussed in detail under the heading "RESULTS OF OPERATIONS," beginning on page 61.
Regulatory Capital and Change in Stockholders' Equity: At September 30, 2026, Arrow continued to exceed all required minimum capital ratios under the current bank regulatory capital rules as implemented under Dodd-Frank (the "Capital Rules") at both the holding company and bank levels. At that date, Arrow Bank continues to qualify as "well-capitalized" under the capital classification guidelines as defined by the Capital Rules. Because of continued profitability and strong asset quality, the regulatory capital levels throughout recent years have consistently remained well in excess of the various required regulatory minimums in effect.
Stockholders’ equity was $515.1 million at September 30, 2026, an increase of $83.2 million, or 19.3%, from the December 31, 2025 level of $431.9 million. The increase in stockholders' equity over the first nine months of 2026 principally reflected the following factors: the addition of (i) $81.2 million of treasury shares issued related to the Acquisition., (ii) $30.1 million of net income for the period and (iii) the issuance of $3.2 million of common stock through employee benefit plans, reduced by (iv) other comprehensive loss of $14.3 million, (v) cash dividends of $15.5 million and (vi) $1.5 million in other treasury stock purchases related to stock based
46
compensation. The components of the change in stockholders’ equity since year-end 2025 are presented in the Consolidated Statements of Changes in Stockholders’ Equity on page 6, and are discussed in more detail in the next section.
At September 30, 2026, book value per share was $27.79, up 5.8% from year-end 2025. Tangible book value per share was $23.03, a decrease of $1.68, or 6.80%, from December 31, 2025. See the disclosure on page 42 related to the use of non-GAAP financial measures.
In the third quarter of 2026, Arrow paid a quarterly cash dividend of $0.30 per share.
Loan Quality: Net charge-offs, expressed as an annualized percentage of average loans outstanding, were 0.21% for the three-month period ended September 30, 2026, an increase from 0.08% for the three-month period ended December 31, 2025.
The allowance for credit losses was $41.1 million as of September 30, 2026, which represented 0.99% of loans outstanding, as compared to $34.3 million, or 0.99% of loans outstanding, at December 31, 2025. .
Nonperforming loans were $12.5 million at September 30, 2026, representing 0.30% of period-end loans, an increase from $8.5 million at December 31, 2025, representing 0.24% of period-end loans. Nonperforming assets of $12.7 million at September 30, 2026 represented 0.23% of period-end assets, up from 0.20% of period-end assets at December 31, 2025.
Loan Segments: As of September 30, 2026, including the fair value adjustments associated with derivatives and purchase accounting, total loans increased by $691.5 million, or 20.0%, as compared to the balance at December 31, 2025. The increase included approximately $587 million of acquired loans. The largest increase was in the commercial and commercial real estate loans portfolio which increased by $341.5 million, or 34.7%, from December 31, 2025. Consumer loans, primarily comprised of automobile loans, increased $24.1 million. The residential real estate loan portfolio increased $326.0 million, or 23.4%.
•Commercial and Commercial Real Estate Loans: Combined, these loans comprised 32.0% of the total loan portfolio at September 30, 2026. Commercial loans are extended to businesses primarily located in Arrow's regional market area. There are no commercial real estate loans in major metropolitan areas. In addition, only approximately 2% of the total loan portfolio is composed of office related property at September 30, 2026. Retail loans were approximately 3% of the total loan portfolio and hotels and motels were approximately 4% of the total loan portfolio at September 30, 2026. Commercial property values in Arrow's region have largely remained stable. Appraisals on nonperforming and watched commercial real estate loan properties are updated as necessary, usually when the loan is downgraded or when there has been significant market deterioration since the last appraisal.
•Consumer Loans: These loans comprised 26.6% of the total loan portfolio at period-end. Consumer automobile loans at September 30, 2026, were 99.2% of this portfolio segment. The vast majority of automobile loans are initiated through automobile dealers. Inflation and the uncertain economic environment may limit the potential growth in this category.
•Residential Real Estate Loans: These loans, including home equity loans, made up 41.5% of the total loan portfolio at September 30, 2026. Demand for residential real estate has continued to remain strong. Arrow originated nearly all of the residential real estate loans currently held in the loan portfolio and applies conservative underwriting standards. Arrow may sell a portion of the residential real estate mortgage originations into the secondary market. The ratio of the sales of originations to total originations tends to fluctuate from period to period based on market conditions and other factors such as prevailing mortgage rates, other lending opportunities, capital and liquidity needs, and the availability of a market for such transactions.
Liquidity and Access to Credit Markets: Arrow has not experienced, nor is it currently experiencing, any liquidity events. Arrow’s liquidity position should provide the necessary flexibility to address any unexpected near-term liquidity needs. Interest-earning cash balances at September 30, 2026 were $325.6 million compared to $185.1 million at December 31, 2025. Contingent lines of credit are also available. Operating collateralized lines of credit are established and available through the FHLBNY, FRB and other bank lines totaling approximately $1.5 billion. The general terms of Arrow's lines of credit have not changed significantly in recent periods (see the general liquidity discussion on page 59). Historically, Arrow has principally relied on asset-based liquidity (i.e., funds in overnight investments and cash flow from maturing investments and loans) with liability-based liquidity as a secondary source of funds (the main liability-based sources are an overnight borrowing arrangement with correspondent banks, an arrangement for overnight borrowing and term credit advances from the FHLBNY, and an additional arrangement for short-term advances at the FRB discount window). Regular liquidity stress tests and tests of the contingent liquidity plan are performed to ensure that an adequate amount of available funds can be generated to meet a wide variety of potential liquidity crises.
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| Average Consolidated Balance Sheets and Net Interest Income Analysis | |||||||||||||||||||||||||||||||||||
| (GAAP Basis) | |||||||||||||||||||||||||||||||||||
| (Dollars In Thousands) | |||||||||||||||||||||||||||||||||||
| Quarter Ended: | September 30, 2026 | September 30, 2025 | |||||||||||||||||||||||||||||||||
| Interest | Rate | Interest | Rate | ||||||||||||||||||||||||||||||||
| Average | Income/ | Earned/ | Average | Income/ | Earned/ | ||||||||||||||||||||||||||||||
| Balance | Expense | Paid | Balance | Expense | Paid | ||||||||||||||||||||||||||||||
| Interest-Earning Deposits at Banks | $ | 211,383 | $ | 1,962 | 3.68 | % | $ | 200,251 | $ | 2,245 | 4.45 | % | |||||||||||||||||||||||
| Investment Securities: | |||||||||||||||||||||||||||||||||||
| Fully Taxable | 695,702 | 6,059 | 3.46 | 509,599 | 4,066 | 3.17 | |||||||||||||||||||||||||||||
| Exempt from Federal Taxes | 74,927 | 1,158 | 6.13 | 64,481 | 455 | 2.80 | |||||||||||||||||||||||||||||
Loans (1) | 4,107,394 | 58,896 | 5.69 | 3,424,784 | 46,832 | 5.43 | |||||||||||||||||||||||||||||
Total Earning Assets (1) | 5,089,406 | 68,075 | 5.31 | 4,199,115 | 53,598 | 5.06 | |||||||||||||||||||||||||||||
| Allowance for Credit Losses | (41,602) | (34,143) | |||||||||||||||||||||||||||||||||
| Cash and Due From Banks | 40,281 | 33,984 | |||||||||||||||||||||||||||||||||
| Other Assets | 319,050 | 200,859 | |||||||||||||||||||||||||||||||||
| Total Assets | $ | 5,407,135 | $ | 4,399,815 | |||||||||||||||||||||||||||||||
| Deposits: | |||||||||||||||||||||||||||||||||||
| Interest-Bearing Checking Accounts | $ | 1,030,495 | 2,567 | 0.99 | $ | 848,622 | 2,160 | 1.01 | |||||||||||||||||||||||||||
| Savings Deposits | 1,819,689 | 9,472 | 2.07 | 1,492,204 | 9,534 | 2.53 | |||||||||||||||||||||||||||||
| Time Deposits over $250,000 | 235,470 | 1,612 | 2.72 | 177,826 | 1,695 | 3.78 | |||||||||||||||||||||||||||||
| Other Time Deposits | 377,104 | 3,089 | 3.25 | 644,598 | 5,859 | 3.61 | |||||||||||||||||||||||||||||
| Total Interest-Bearing Deposits | 3,462,758 | 16,740 | 1.92 | 3,163,250 | 19,248 | 2.41 | |||||||||||||||||||||||||||||
| Borrowings | 234,103 | 2,230 | 3.78 | 5,583 | — | — | |||||||||||||||||||||||||||||
| Junior Subordinated Obligations Issued to Unconsolidated Subsidiary Trusts | 28,248 | 326 | 4.58 | 20,000 | 173 | 3.43 | |||||||||||||||||||||||||||||
| Finance Leases | 4,874 | 46 | 3.74 | 4,956 | 46 | 3.68 | |||||||||||||||||||||||||||||
| Total Interest-Bearing Liabilities | 3,729,983 | 19,342 | 2.06 | 3,193,789 | 19,467 | 2.42 | |||||||||||||||||||||||||||||
| Noninterest-Bearing Deposits | 1,103,788 | 750,471 | |||||||||||||||||||||||||||||||||
| Other Liabilities | 42,503 | 42,497 | |||||||||||||||||||||||||||||||||
| Total Liabilities | 4,876,274 | 3,986,757 | |||||||||||||||||||||||||||||||||
| Stockholders’ Equity | 530,861 | 413,058 | |||||||||||||||||||||||||||||||||
| Total Liabilities and Stockholders’ Equity | $ | 5,407,135 | $ | 4,399,815 | |||||||||||||||||||||||||||||||
| Net Interest Income | $ | 48,733 | $ | 34,131 | |||||||||||||||||||||||||||||||
| Net Interest Spread | 3.25 | % | 2.64 | % | |||||||||||||||||||||||||||||||
| Net Interest Margin | 3.80 | % | 3.22 | % | |||||||||||||||||||||||||||||||
| (1) Includes Nonaccrual Loans. | |||||||||||||||||||||||||||||||||||
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| Average Consolidated Balance Sheets and Net Interest Income Analysis | |||||||||||||||||||||||||||||||||||
| (GAAP Basis) | |||||||||||||||||||||||||||||||||||
| (Dollars In Thousands) | |||||||||||||||||||||||||||||||||||
| Year to Date Period Ended: | September 30, 2026 | September 30, 2025 | |||||||||||||||||||||||||||||||||
| Interest | Rate | Interest | Rate | ||||||||||||||||||||||||||||||||
| Average | Income/ | Earned/ | Average | Income/ | Earned/ | ||||||||||||||||||||||||||||||
| Balance | Expense | Paid | Balance | Expense | Paid | ||||||||||||||||||||||||||||||
| Interest-Earning Deposits at Banks | $ | 174,857 | $ | 4,837 | 3.70 | % | $ | 164,114 | $ | 5,488 | 4.47 | % | |||||||||||||||||||||||
| Investment Securities: | |||||||||||||||||||||||||||||||||||
| Fully Taxable | 593,943 | 15,305 | 3.45 | 502,075 | 11,464 | 3.05 | |||||||||||||||||||||||||||||
| Exempt from Federal Taxes | 68,091 | 2,141 | 4.20 | 80,628 | 1,603 | 2.66 | |||||||||||||||||||||||||||||
Loans (1) | 3,674,013 | 153,203 | 5.58 | 3,415,401 | 136,982 | 5.36 | |||||||||||||||||||||||||||||
Total Earning Assets (1) | 4,510,904 | 175,486 | 5.20 | 4,162,218 | 155,537 | 5.00 | |||||||||||||||||||||||||||||
| Allowance for Credit Losses | (36,786) | (34,359) | |||||||||||||||||||||||||||||||||
| Cash and Due From Banks | 33,506 | 31,598 | |||||||||||||||||||||||||||||||||
| Other Assets | 251,971 | 193,174 | |||||||||||||||||||||||||||||||||
| Total Assets | $ | 4,759,595 | $ | 4,352,631 | |||||||||||||||||||||||||||||||
| Deposits: | |||||||||||||||||||||||||||||||||||
| Interest-Bearing Checking Accounts | $ | 906,273 | 6,829 | 1.01 | $ | 844,774 | 5,904 | 0.93 | |||||||||||||||||||||||||||
| Savings Deposits | 1,663,027 | 27,121 | 2.18 | 1,500,944 | 28,384 | 2.53 | |||||||||||||||||||||||||||||
| Time Deposits of $250,000 or More | 174,373 | 3,860 | 2.96 | 181,291 | 5,232 | 3.86 | |||||||||||||||||||||||||||||
| Other Time Deposits | 507,870 | 12,829 | 3.38 | 625,557 | 17,181 | 3.67 | |||||||||||||||||||||||||||||
| Total Interest-Bearing Deposits | 3,251,543 | 50,639 | 2.08 | 3,152,566 | 56,701 | 2.40 | |||||||||||||||||||||||||||||
| Borrowings | 121,768 | 3,249 | 3.57 | 12,455 | 167 | 1.79 | |||||||||||||||||||||||||||||
| Junior Subordinated Obligations Issued to Unconsolidated Subsidiary Trusts | 22,780 | 666 | 3.91 | 20,000 | 513 | 3.43 | |||||||||||||||||||||||||||||
| Finance Leases | 4,895 | 138 | 3.77 | 4,977 | 135 | 3.63 | |||||||||||||||||||||||||||||
| Total Interest-Bearing Liabilities | 3,400,986 | 54,692 | 2.15 | 3,189,998 | 57,516 | 2.41 | |||||||||||||||||||||||||||||
| Noninterest-Bearing Deposits | 845,547 | 710,404 | |||||||||||||||||||||||||||||||||
| Other Liabilities | 40,859 | 44,203 | |||||||||||||||||||||||||||||||||
| Total Liabilities | 4,287,392 | 3,944,605 | |||||||||||||||||||||||||||||||||
| Stockholders’ Equity | 472,203 | 408,026 | |||||||||||||||||||||||||||||||||
| Total Liabilities and Stockholders’ Equity | $ | 4,759,595 | $ | 4,352,631 | |||||||||||||||||||||||||||||||
| Net Interest Income | $ | 120,794 | $ | 98,021 | |||||||||||||||||||||||||||||||
| Net Interest Spread | 3.05 | % | 2.59 | % | |||||||||||||||||||||||||||||||
| Net Interest Margin | 3.58 | % | 3.15 | % | |||||||||||||||||||||||||||||||
| (1) Includes Nonaccrual Loans. | |||||||||||||||||||||||||||||||||||
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| Net Interest Income Rate and Volume Analysis | |||||||||||||||||||||||||||||||||||
| (GAAP Basis) | |||||||||||||||||||||||||||||||||||
| (Dollars In Thousands) | |||||||||||||||||||||||||||||||||||
Quarter ended September 30, 2026 compared to quarter ended September 30, 2025 Increase (Decrease) | Nine months ended September 30, 2026 compared to nine months ended September 30, 2025 Increase (Decrease) | ||||||||||||||||||||||||||||||||||
| Interest and Dividend Income: | Volume | Rate | Total | Volume | Rate | Total | |||||||||||||||||||||||||||||
| Interest-Earning Deposits at Banks | $ | 1,345 | $ | (1,628) | $ | (283) | $ | 695 | $ | (1,346) | $ | (651) | |||||||||||||||||||||||
| Investment Securities: | |||||||||||||||||||||||||||||||||||
| Fully Taxable | (25) | 2,018 | 1,993 | 1,465 | 2,376 | 3,841 | |||||||||||||||||||||||||||||
| Exempt from Federal Taxes | (1,792) | 2,495 | 703 | (511) | 1,049 | 538 | |||||||||||||||||||||||||||||
| Loans | 1,385 | 10,679 | 12,064 | 8,138 | 8,083 | 16,221 | |||||||||||||||||||||||||||||
| Total Interest and Dividend Income | 913 | 13,564 | 14,477 | 9,787 | 10,162 | 19,949 | |||||||||||||||||||||||||||||
| Interest Expense: | |||||||||||||||||||||||||||||||||||
| Deposits: | |||||||||||||||||||||||||||||||||||
| Interest-Bearing Checking Accounts | 613 | (206) | 407 | 200 | 725 | 925 | |||||||||||||||||||||||||||||
| Savings Deposits | 8,309 | (8,371) | (62) | 4,558 | (5,821) | (1,263) | |||||||||||||||||||||||||||||
| Time Deposits over $250,000 | 2,413 | (2,496) | (83) | 197 | (1,569) | (1,372) | |||||||||||||||||||||||||||||
| Other Time Deposits | (1,412) | (1,358) | (2,770) | (2,879) | (1,473) | (4,352) | |||||||||||||||||||||||||||||
| Total Interest-Bearing Deposits | 9,923 | (12,431) | (2,508) | 2,076 | (8,138) | (6,062) | |||||||||||||||||||||||||||||
| Borrowings | (6,619) | 8,849 | 2,230 | 915 | 2,167 | 3,082 | |||||||||||||||||||||||||||||
| Junior Subordinated Obligations Issued to Unconsolidated Subsidiary Trusts | (172) | 325 | 325 | 44 | 109 | 153 | |||||||||||||||||||||||||||||
| Finance Leases | (3) | 3 | — | (4) | 7 | 3 | |||||||||||||||||||||||||||||
| Total Interest Expense | 3,129 | (3,254) | (125) | 3,031 | (5,855) | (2,824) | |||||||||||||||||||||||||||||
| Net Interest Income | $ | (2,216) | $ | 16,818 | $ | 14,602 | $ | 6,756 | $ | 16,017 | $ | 22,773 | |||||||||||||||||||||||
50
CHANGE IN FINANCIAL CONDITION
Summary of Selected Consolidated Balance Sheet Data
(Dollars in Thousands)
| At Period-End | |||||||||||||||||||||||||||||||||||||||||
| 9/30/2026 | 12/31/2025 | $ Change From December | % Change From December (not annualized) | ||||||||||||||||||||||||||||||||||||||
| Interest-Earning Bank Balances | $ | 325,600 | $ | 185,051 | $ | 140,549 | 76.0 | % | |||||||||||||||||||||||||||||||||
| Securities Available-for-Sale | 609,085 | 495,868 | 113,217 | 22.8 | % | ||||||||||||||||||||||||||||||||||||
| Securities Held-to-Maturity | 64,258 | 66,975 | (2,717) | (4.1) | % | ||||||||||||||||||||||||||||||||||||
| Equity Securities | 6,011 | 5,597 | 414 | 7.4 | % | ||||||||||||||||||||||||||||||||||||
Loans (1) | 4,144,587 | 3,453,093 | 691,494 | 20.0 | % | ||||||||||||||||||||||||||||||||||||
| Allowance for Credit Losses | 41,131 | 34,322 | 6,809 | 19.8 | % | ||||||||||||||||||||||||||||||||||||
Earning Assets (1) | 5,163,761 | 4,210,956 | 952,805 | 22.6 | % | ||||||||||||||||||||||||||||||||||||
| Total Assets | $ | 5,547,054 | $ | 4,445,862 | $ | 1,101,192 | 24.8 | % | |||||||||||||||||||||||||||||||||
| Noninterest-Bearing Deposits | $ | 1,137,492 | $ | 722,374 | $ | 415,118 | 57.5 | % | |||||||||||||||||||||||||||||||||
| Interest-Bearing Checking Accounts | 1,154,313 | 862,192 | 292,121 | 33.9 | % | ||||||||||||||||||||||||||||||||||||
| Savings Deposits | 1,839,409 | 1,557,638 | 281,771 | 18.1 | % | ||||||||||||||||||||||||||||||||||||
| Time Deposits over $250 | 229,694 | 155,802 | 73,892 | 47.4 | % | ||||||||||||||||||||||||||||||||||||
| Other Time Deposits | 377,989 | 641,463 | (263,474) | (41.1) | % | ||||||||||||||||||||||||||||||||||||
| Total Deposits | $ | 4,738,897 | $ | 3,939,469 | $ | 799,428 | 20.3 | % | |||||||||||||||||||||||||||||||||
| Borrowings | $ | 185,190 | $ | 4,265 | $ | 180,925 | 4,242.1 | % | |||||||||||||||||||||||||||||||||
| Junior Subordinated Obligations Issued to Unconsolidated Subsidiary Trusts | 28,248 | 20,000 | 8,248 | 41.2 | % | ||||||||||||||||||||||||||||||||||||
| Stockholders' Equity | 515,092 | 431,852 | 83,240 | 19.3 | % | ||||||||||||||||||||||||||||||||||||
(1) Includes Nonaccrual Loans.
Changes in Earning Assets: The change in earning assets was primarily due to an increase in the loan portfolio. The loan portfolio at September 30, 2026, was $4.1 billion, an increase of $691.5 million, or 20.0%, from December 31, 2025. The following trends were experienced in our largest segments:
•Commercial and commercial real estate loans: This segment of the loan portfolio increased by $341.5 million, or 34.7%, during the first nine months of 2026. In the first nine months of 2026, loans primarily increased due to $310 million of loans acquired from the Acquisition. as well as other factors including the strength of the local economy and expanding customer relationships.
•Consumer loans: As of September 30, 2026, these loans, primarily auto loans originated through dealerships in New York and Vermont, increased by $24.1 million, or 2.2%, from the December 31, 2025 balance. Inflation, high interest rates and prepayment/refinancing activity may slow demand.
•Residential real estate loans: This segment increased during the first nine months of 2026 by $326.0 million, or 23.4%. The Acquisition added $271 million of residential real estate loans. Overall economic conditions, including the level of interest rates may impact future origination levels.
Changes in Sources of Funds: Deposit balances reached $4.7 billion, an increase of $799.4 million, or 20.3% from December 31, 2025. The increase from December 31, 2025 was primarily due to $930 million of deposits acquired as part of the Acquisition. The net increase was offset by the replacement of $300 million of brokered CDs with lower-costing FHLB term advances. The borrowings are used with the cash flow hedge to lower the overall cost of funds for the Bank. In addition, balances were affected by seasonality of municipal deposits. Noninterest-bearing deposits represented 24.0% of total deposits at September 30, 2026, compared to 18.3% of total deposits on December 31, 2025. At September 30, 2026, total time deposits were $607.7 million. Municipal deposits increased $131.5 million, or 16.7% from December 31, 2025.
Municipal Deposits: Municipal deposits have historically averaged between 20% to 30% of total deposits. Municipal deposits are typically placed in interest-bearing checking, savings and various time deposit accounts.
In general, there is a seasonal pattern to municipal deposits. Account balances tend to increase throughout the fall and into early winter from tax deposits, flatten out after the beginning of the ensuing calendar year, and increase again at the end of March from the electronic deposit of NYS aid payments to school districts. In addition to seasonal patterns, the overall level of municipal deposit balances fluctuates from year-to-year as a result of local economic factors as well as competition from other banks and non-bank entities.
Arrow uses reciprocal deposits for a select group of municipalities to reduce the amount of investment securities required to be pledged as collateral for municipal deposits where municipal deposits in excess of the FDIC insurance coverage limits were transferred to other participating banks, divided into portions so as to qualify for FDIC insurance coverage at each transferee bank. In return,
51
reciprocal amounts are transferred to Arrow in equal amounts of deposits from the participant banks. The balances of reciprocal deposits were $718.5 million and $614.9 million at September 30, 2026 and December 31, 2025, respectively.
Uninsured Deposits: Arrow's deposit base includes both insured and uninsured deposits. Arrow continually monitors levels and composition of uninsured deposits. Uninsured deposit balances were estimated to be $1.6 billion and $917.6 million at September 30, 2026 and December 31, 2025, respectively.
The maturities of time deposits of $250,000 or more at September 30, 2026 are presented below. (Dollars in Thousands)
| Maturing in: | |||||
| Under Three Months | $ | 96,689 | |||
| Three to Six Months | 59,012 | ||||
| Six to Twelve Months | 25,903 | ||||
| Over 12 Months | 48,090 | ||||
| Total | $ | 229,694 | |||
FINANCIAL CONDITION
Investment Portfolio Trends
The table below presents the changes in the period-end balances for AFS and HTM securities from December 31, 2025 to September 30, 2026 (in thousands):
| (Dollars in Thousands) | |||||||||||||||||||||||||||||||||||
| Fair Value at Period-End | Net Unrealized Gains (Losses) For Period Ended | ||||||||||||||||||||||||||||||||||
| 9/30/2026 | 12/31/2025 | Change | 9/30/2026 | 12/31/2025 | Change | ||||||||||||||||||||||||||||||
| Securities Available-for-Sale: | |||||||||||||||||||||||||||||||||||
| U.S. Treasury Securities | $ | 76,926 | $ | 80,563 | $ | (3,637) | $ | (1,779) | $ | 2,127 | $ | (3,906) | |||||||||||||||||||||||
| U.S. Agency Securities | 44,187 | 24,816 | 19,371 | (342) | (184) | (158) | |||||||||||||||||||||||||||||
| State and Municipal Obligations | 10,602 | 200 | 10,402 | (306) | — | (306) | |||||||||||||||||||||||||||||
Mortgage-Backed Securities | 412,364 | 366,681 | 45,683 | (36,135) | (19,085) | (17,050) | |||||||||||||||||||||||||||||
| Corporate and Other Debt Securities | 26,081 | 23,608 | 2,473 | (169) | 108 | (277) | |||||||||||||||||||||||||||||
| Small Business Admin Securities | 38,925 | — | 38,925 | 667 | — | 667 | |||||||||||||||||||||||||||||
| Total | $ | 609,085 | $ | 495,868 | $ | 113,217 | $ | (38,064) | $ | (17,034) | $ | (21,030) | |||||||||||||||||||||||
| Securities Held-to-Maturity: | |||||||||||||||||||||||||||||||||||
| State and Municipal Obligations | $ | 61,434 | $ | 62,546 | $ | (1,112) | $ | (314) | $ | (324) | $ | 10 | |||||||||||||||||||||||
| Mortgage-Backed Securities | 2,432 | 4,023 | (1,591) | (78) | (82) | 4 | |||||||||||||||||||||||||||||
| Total | $ | 63,866 | $ | 66,569 | $ | (2,703) | $ | (392) | $ | (406) | $ | 14 | |||||||||||||||||||||||
52
The table below presents the weighted average yield for AFS and HTM securities, at amortized cost, as of September 30, 2026 (in thousands).
| September 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Within One Year | After One But Within Five Years | After Five But Within Ten Years | After Ten Years | Total | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amount | Yield | Amount | Yield | Amount | Yield | Amount | Yield | Amount | Yield | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Securities Available-for-Sale: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| U.S. Treasury Securities | $ | — | — | % | $ | 73,650 | 4.4 | % | $ | 5,055 | 4.1 | % | $ | — | — | % | $ | 78,705 | 4.4 | % | |||||||||||||||||||||||||||||||||||||||
| U.S. Agency Securities | 29,414 | 3.1 | % | 15,115 | 4.2 | % | — | — | % | — | — | % | 44,529 | 3.5 | % | ||||||||||||||||||||||||||||||||||||||||||||
| State and Municipal Obligations | 3,849 | 3.7 | % | 6,405 | 4.5 | % | 654 | 4.2 | % | — | — | % | 10,908 | 4.2 | % | ||||||||||||||||||||||||||||||||||||||||||||
Mortgage-Backed Securities | 1,839 | 4.5 | % | 57,653 | 3.2 | % | 81,151 | 2.2 | % | 307,856 | 3.8 | % | 448,499 | 3.4 | % | ||||||||||||||||||||||||||||||||||||||||||||
| Corporate and Other Debt Securities | — | — | % | 1,000 | 6.7 | % | 25,250 | 6.8 | % | — | — | % | 26,250 | 6.8 | % | ||||||||||||||||||||||||||||||||||||||||||||
| Small Business Admin Securities | 106 | 4.0 | % | 4,335 | 6.4 | % | 8,522 | 4.8 | % | 26,437 | 4.9 | % | 39,400 | 5.1 | % | ||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 35,208 | 3.2 | % | $ | 158,158 | 4.0 | % | $ | 120,632 | 3.4 | % | $ | 334,293 | 3.9 | % | $ | 648,291 | 3.8 | % | |||||||||||||||||||||||||||||||||||||||
| Securities Held-to-Maturity: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| State and Municipal Obligations | $ | 50,910 | 4.2 | % | $ | 9,746 | 4.5 | % | $ | 1,092 | 4.4 | % | $ | — | — | % | $ | 61,748 | 4.2 | % | |||||||||||||||||||||||||||||||||||||||
| Mortgage-Backed Securities | — | — | % | 1,600 | 2.4 | % | — | — | % | 910 | 2.5 | % | 2,510 | 2.4 | % | ||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 50,910 | 4.2 | % | $ | 11,346 | 4.2 | % | $ | 1,092 | 4.4 | % | $ | 910 | 2.5 | % | $ | 64,258 | 4.2 | % | |||||||||||||||||||||||||||||||||||||||
At September 30, 2026, Arrow's securities portfolios did not include, directly or indirectly, obligations of foreign governments or governmental agencies of foreign issuers.
In the periods referenced above, mortgage-backed securities consisted solely of mortgage pass-through securities and collateralized mortgage obligations (CMOs) issued or guaranteed by U.S. federal agencies or by government-sponsored enterprises (GSEs). Mortgage pass-through securities provide the investor monthly portions of principal and interest pursuant to the contractual obligations of the underlying mortgages. CMOs are pools of mortgage-backed securities, the repayments on which have generally been separated into two or more components (tranches), where each tranche has a separate estimated life and yield. Arrow's practice has been to purchase pass-through securities and CMOs that are issued or guaranteed by U.S. federal agencies or GSEs, and the tranches of CMOs purchased generally have shorter average lives and/or durations. Lower market interest rates and/or payment deferrals on underlying loans that make up mortgage-backed security collateral may impact cashflows.
U.S. Government & Agency Obligations consisted solely of agency bonds issued by GSEs. These securities generally pay fixed semi-annual coupons with principal payments at maturity. For some, callable options are included that may impact the timing of these principal payments. Arrow's practice has been to purchase agency securities that are issued or guaranteed by GSEs with limited embedded optionality (call features).
Changes in net unrealized gains or losses during recent periods have been primarily attributable to changes in market rates during the periods in question and not due to the credit-worthiness of the issuers.
Investment Sales, Purchases and Maturities
In the three and nine months ended September 30, 2026, Arrow sold $73.3 million of investment securities. There were no sales of investment securities during the nine month periods ended September 30, 2025.
The following table summarizes purchases of investment securities within the AFS and HTM portfolios for the three and nine month periods ended September 30, 2026 and 2025, as well as proceeds from the maturity and calls of investment securities within each portfolio for the respective periods presented:
(In Thousands) | Three Months Ended | Nine Months Ended | |||||||||||||||||||||
| Purchases: | 9/30/2026 | 9/30/2025 | 9/30/2026 | 9/30/2025 | |||||||||||||||||||
| Available-for-Sale Portfolio | |||||||||||||||||||||||
| U.S. Agency Securities | $ | — | $ | — | $ | — | $ | — | |||||||||||||||
| Mortgage-Backed Securities | 1,931 | 40,158 | 40,402 | 74,781 | |||||||||||||||||||
| Other | — | 8,000 | 2,750 | 13,000 | |||||||||||||||||||
| Total Purchases | $ | 1,931 | $ | 48,158 | $ | 45,083 | $ | 87,781 | |||||||||||||||
| Maturities & Calls | $ | 74,233 | $ | 13,754 | $ | 110,963 | $ | 82,191 | |||||||||||||||
| Sales | $ | 73,305 | $ | — | $ | 73,305 | $ | — | |||||||||||||||
53
| (In Thousands) | Three Months Ended | Nine Months Ended | |||||||||||||||||||||
| Purchases: | 9/30/2026 | 9/30/2025 | 9/30/2026 | 9/30/2025 | |||||||||||||||||||
| Held-to-Maturity Portfolio | |||||||||||||||||||||||
| State and Municipal Obligations | $ | 2,633 | $ | 3,560 | $ | 24,652 | $ | 10,130 | |||||||||||||||
| Maturities & Calls | $ | 8,968 | $ | 11,624 | $ | 32,453 | $ | 45,556 | |||||||||||||||
Loan Trends
The following three tables present the quarterly average balances by loan type, the percentage of total loans represented by each loan type and the annualized yield of each loan category for each specified period:
Quarterly Average Loan Balances
(Dollars in Thousands)
| Quarter Ended | |||||||||||||||||||||||||||||
| 9/30/2026 | 9/30/2025 | ||||||||||||||||||||||||||||
| Commercial | $ | 250,921 | $ | 161,445 | |||||||||||||||||||||||||
| Commercial Real Estate | 1,059,027 | 807,276 | |||||||||||||||||||||||||||
| Consumer | 1,096,556 | 1,098,088 | |||||||||||||||||||||||||||
| Residential Real Estate | 1,700,890 | 1,357,975 | |||||||||||||||||||||||||||
| Total Loans | $ | 4,107,394 | $ | 3,424,784 | |||||||||||||||||||||||||
Percentage of Total Quarterly Average Loans
| Quarter Ended | |||||||||||||||||||||||||||||
| 9/30/2026 | 9/30/2025 | ||||||||||||||||||||||||||||
| Commercial | 6.1 | % | 4.7 | % | |||||||||||||||||||||||||
| Commercial Real Estate | 25.8 | % | 23.6 | % | |||||||||||||||||||||||||
| Consumer | 26.7 | % | 32.1 | % | |||||||||||||||||||||||||
| Residential Real Estate | 41.4 | % | 39.6 | % | |||||||||||||||||||||||||
| Total Loans | 100.0 | % | 100.0 | % | |||||||||||||||||||||||||
Quarterly Yield on Loans
| Quarter Ended | |||||||||||||||||||||||||||||
| 9/30/2026 | 9/30/2025 | ||||||||||||||||||||||||||||
| Commercial | 5.89 | % | 5.89 | % | |||||||||||||||||||||||||
| Commercial Real Estate | 5.98 | % | 5.38 | % | |||||||||||||||||||||||||
| Consumer | 6.34 | % | 6.24 | % | |||||||||||||||||||||||||
| Residential Real Estate | 5.04 | % | 4.77 | % | |||||||||||||||||||||||||
| Total Loans | 5.69 | % | 5.43 | % | |||||||||||||||||||||||||
Market rates have fluctuated which impacts new loan yields for fixed rate loans, and variable loan yields as these loans reach their repricing dates.
The table below shows the maturity schedule of loans outstanding as of September 30, 2026 classified by loan category (in thousands):
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| September 30, 2026 | ||||||||||||||||||||||||||||||||
| Within One Year | After One But Within Five Years | After Five But Within 15 Years | After 15 Years | Total | ||||||||||||||||||||||||||||
| Commercial | $ | 57,253 | $ | 108,630 | $ | 88,513 | $ | 2,178 | $ | 256,574 | ||||||||||||||||||||||
| Commercial Real Estate | 256,932 | 487,190 | 302,304 | 22,466 | 1,068,892 | |||||||||||||||||||||||||||
| Consumer | 11,942 | 583,636 | 502,986 | 1,497 | 1,100,061 | |||||||||||||||||||||||||||
| Residential Real Estate | 166,520 | 267,361 | 379,880 | 905,299 | 1,719,060 | |||||||||||||||||||||||||||
| Total | $ | 492,647 | $ | 1,446,817 | $ | 1,273,683 | $ | 931,440 | $ | 4,144,587 | ||||||||||||||||||||||
The following table presents an analysis of the interest rate sensitivity of our commercial, commercial real estate, consumer and residential real estate loan portfolios due after one year as of September 30, 2026 and according to fixed interest rates and variable interest rates:
| September 30, 2026 | ||||||||||||||||||||
| Adjustable Interest Rate* | Fixed Interest Rate | Total | ||||||||||||||||||
| Commercial | $ | 84,687 | $ | 171,887 | $ | 256,574 | ||||||||||||||
| Commercial Real Estate | 748,877 | 320,015 | 1,068,892 | |||||||||||||||||
| Consumer | 1,800 | 1,098,261 | 1,100,061 | |||||||||||||||||
| Residential Real Estate | 552,187 | 1,166,873 | 1,719,060 | |||||||||||||||||
| Total loans due after one year | * | $ | 1,387,551 | $ | 2,757,036 | $ | 4,144,587 | |||||||||||||
| * Adjustable interest rate loans include both residential ARMs and CRE loans with a future rate reset. Of the balance stated, approximately $500 million will reprice in the next 12 months | ||||||||||||||||||||
Maintenance of High Quality Credit in the Loan Portfolio: There have been no material fluctuations in the quality of the loan portfolio. In general, residential real estate loans have historically been underwritten to secondary market standards and Arrow has not engaged in subprime mortgage lending. Similarly, high underwriting standards have been applied to the commercial, commercial real estate and indirect lending program as well.
Commercial Loans and Commercial Real Estate Loans: Commercial and commercial real estate loans in the loan portfolio were extended to businesses or borrowers primarily located in Arrow's regional markets. There are no commercial real estate loans in major metropolitan areas. Approximately 2% of the loan portfolio are comprised of office related property. Retail loans were approximately 3% of the loan portfolio and hotels and motels were approximately 4% of the portfolio as of September 30, 2026. A portion of the loans in the commercial portfolio have variable rates tied to market indices, such as Prime, SOFR or FHLBNY.
Consumer Loans: At September 30, 2026, consumer loans continue to be a significant component of Arrow's business, comprising approximately 27% of the total loan portfolio.
For credit quality purposes, Arrow assigns automobile loan customers into one of four tiers, ranging from lower to higher quality in terms of anticipated credit risk. Arrow's experienced lending staff not only utilizes credit evaluation software tools but also reviews and evaluates each loan individually prior to the loan being funded. Arrow believes that this disciplined approach to evaluating credit risk has contributed to maintaining the strong credit quality in this portfolio.
Residential Real Estate Loans: Demand for residential real estate has continued to remain strong. Arrow may sell a portion of its residential real estate originations into the secondary market. Overall economic conditions, including the level of interest rates, can impact future origination levels.
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Deposit Trends
The following tables provide information on trends in the quarterly average balances and mix of the deposit portfolio by deposit type and the percentage of total deposits represented by each deposit type.
| Quarterly Average Deposit Balances | |||||||||||||||||||||||||||||
| (Dollars in Thousands) | |||||||||||||||||||||||||||||
| Quarter Ended | |||||||||||||||||||||||||||||
| 9/30/2026 | 9/30/2025 | ||||||||||||||||||||||||||||
| Noninterest-Bearing Deposits | $ | 1,103,788 | $ | 750,471 | |||||||||||||||||||||||||
| Interest-Bearing Checking Accounts | 1,030,495 | 848,622 | |||||||||||||||||||||||||||
| Savings Deposits | 1,819,689 | 1,492,204 | |||||||||||||||||||||||||||
| Time Deposits over $250 | 235,470 | 177,826 | |||||||||||||||||||||||||||
| Other Time Deposits | 377,104 | 644,598 | |||||||||||||||||||||||||||
| Total Deposits | $ | 4,566,546 | $ | 3,913,721 | |||||||||||||||||||||||||
| Quarter Ended | |||||||||||||||||||||||||||||
| 9/30/2026 | 9/30/2025 | ||||||||||||||||||||||||||||
| Non-Municipal Deposits | $ | 3,488,668 | $ | 3,092,183 | |||||||||||||||||||||||||
| Municipal Deposits | 1,077,878 | 821,538 | |||||||||||||||||||||||||||
| Total Deposits | $ | 4,566,546 | $ | 3,913,721 | |||||||||||||||||||||||||
Percentage of Total Quarterly Average Deposits
| Quarter Ended | |||||||||||||||||||||||||||||
| 9/30/2026 | 9/30/2025 | ||||||||||||||||||||||||||||
| Noninterest-Bearing Deposits | 24.2 | % | 19.2 | % | |||||||||||||||||||||||||
| Interest-Bearing Checking Accounts | 22.6 | % | 21.7 | % | |||||||||||||||||||||||||
| Savings Deposits | 39.8 | % | 38.1 | % | |||||||||||||||||||||||||
| Time Deposits over $250 | 5.2 | % | 4.5 | % | |||||||||||||||||||||||||
| Other Time Deposits | 8.3 | % | 16.5 | % | |||||||||||||||||||||||||
| Total Deposits | 100.0 | % | 100.0 | % | |||||||||||||||||||||||||
Quarterly Cost of Deposits
| Quarter Ended | |||||||||||||||||||||||||||||
| 9/30/2026 | 9/30/2025 | ||||||||||||||||||||||||||||
| Demand Deposits | — | % | — | % | |||||||||||||||||||||||||
| Interest-Bearing Checking Accounts | 0.99 | % | 1.01 | % | |||||||||||||||||||||||||
| Savings Deposits | 2.07 | % | 2.53 | % | |||||||||||||||||||||||||
| Time Deposits over $250 | 2.72 | % | 3.78 | % | |||||||||||||||||||||||||
| Other Time Deposits | 3.25 | % | 3.61 | % | |||||||||||||||||||||||||
| Total Deposits | 1.45 | % | 1.95 | % | |||||||||||||||||||||||||
In the third quarter of 2026, the targeted Federal Funds rate rose 25 basis points. Future rate increases or cuts are difficult to determine. See Part I, Item 3, entitled "Quantitative and Qualitative Disclosures About Market Risk," on page 65 for further discussion.
Non-Deposit Sources of Funds
$28 million of Junior Subordinated Obligations Issued to Unconsolidated Subsidiary Trusts listed on the consolidated balance sheet as of September 30, 2026 (i.e., previously issued TRUPs) will, subject to certain limits, continue to qualify as Tier 1 regulatory capital for Arrow until such TRUPs mature or are redeemed. This is further discussed under "Capital Resources" beginning on page 58 of this Report.
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ASSET QUALITY
The following table presents information related to the allowance for credit losses:
Summary of the Allowance for Credit Losses
(Dollars in Thousands, Loans Stated Net of Unearned Income)
| 9/30/2026 | 12/31/2025 | 9/30/2025 | |||||||||||||||||||||||||||
| Loan Balances: | |||||||||||||||||||||||||||||
| Period-End Loans | $ | 4,144,587 | $ | 3,453,093 | $ | 3,442,009 | |||||||||||||||||||||||
| Average Loans, Year-to-Date | 3,674,013 | 3,422,737 | 3,415,401 | ||||||||||||||||||||||||||
| Average Loans, Quarter-to-Date | 4,107,394 | 3,444,505 | 3,424,784 | ||||||||||||||||||||||||||
| Period-End Assets | 5,547,054 | 4,445,862 | 4,587,115 | ||||||||||||||||||||||||||
| Allowance for Credit Losses, Year-to-Date: | |||||||||||||||||||||||||||||
| Allowance for Credit Losses, Beginning of Period | $ | 34,322 | $ | 33,598 | $ | 33,598 | |||||||||||||||||||||||
| Acquisition of Adirondack Bank | 5,678 | — | — | ||||||||||||||||||||||||||
| Provision for Credit Losses, YTD | 4,842 | 7,274 | 6,428 | ||||||||||||||||||||||||||
| Loans Charged-off, YTD | (6,437) | (9,554) | (8,077) | ||||||||||||||||||||||||||
| Recoveries of Loans Previously Charged-off | 2,726 | 3,004 | 2,227 | ||||||||||||||||||||||||||
| Net Charge-offs, YTD | (3,711) | (6,550) | (5,850) | ||||||||||||||||||||||||||
| Allowance for Credit Losses, End of Period | $ | 41,131 | $ | 34,322 | $ | 34,176 | |||||||||||||||||||||||
| Allowance for Credit Losses, Quarter-to-Date: | |||||||||||||||||||||||||||||
| Allowance for Credit Losses, Beginning of Period | $ | 36,183 | $ | 34,176 | $ | 34,191 | |||||||||||||||||||||||
| Acquisition of Adirondack Bank | 5,678 | — | — | ||||||||||||||||||||||||||
| Provision for Credit Losses, QTD | 1,467 | 846 | 815 | ||||||||||||||||||||||||||
| Loans Charged-off, QTD | (3,093) | (1,477) | (1,464) | ||||||||||||||||||||||||||
| Recoveries of Loans Previously Charged-off | 896 | 777 | 634 | ||||||||||||||||||||||||||
| Net Charge-offs, QTD | (2,197) | (700) | (830) | ||||||||||||||||||||||||||
| Allowance for Credit Losses, End of Period | $ | 41,131 | $ | 34,322 | $ | 34,176 | |||||||||||||||||||||||
| Nonperforming Assets, at Period-End: | |||||||||||||||||||||||||||||
| Nonaccrual Loans | $ | 10,117 | $ | 6,415 | $ | 5,615 | |||||||||||||||||||||||
| Loans Past Due 90 or More Days and Still Accruing Interest | 2,382 | 2,040 | 685 | ||||||||||||||||||||||||||
| Restructured and in Compliance with Modified Terms | — | — | 6 | ||||||||||||||||||||||||||
| Total Nonperforming Loans | 12,499 | 8,455 | 6,306 | ||||||||||||||||||||||||||
| Repossessed Assets | 231 | 280 | 361 | ||||||||||||||||||||||||||
| Other Real Estate Owned | — | — | — | ||||||||||||||||||||||||||
| Total Nonperforming Assets | $ | 12,730 | $ | 8,735 | $ | 6,667 | |||||||||||||||||||||||
| Asset Quality Ratios: | |||||||||||||||||||||||||||||
| Allowance to Nonperforming Loans | 329.07 | % | 405.94 | % | 541.96 | % | |||||||||||||||||||||||
| Allowance to Period-End Loans | 0.99 | % | 0.99 | % | 0.99 | % | |||||||||||||||||||||||
Provision to Average Loans (Quarter) (1) | 0.14 | % | 0.10 | % | 0.09 | % | |||||||||||||||||||||||
Provision to Average Loans (YTD) (1) | 0.18 | % | 0.21 | % | 0.25 | % | |||||||||||||||||||||||
Net Charge-offs to Average Loans (Quarter) (1) | 0.21 | % | 0.08 | % | 0.10 | % | |||||||||||||||||||||||
Net Charge-offs to Average Loans (YTD) (1) | 0.14 | % | 0.19 | % | 0.23 | % | |||||||||||||||||||||||
| Nonperforming Loans to Total Loans | 0.30 | % | 0.24 | % | 0.18 | % | |||||||||||||||||||||||
| Nonperforming Assets to Total Assets | 0.23 | % | 0.20 | % | 0.15 | % | |||||||||||||||||||||||
(1) Annualized | |||||||||||||||||||||||||||||
Allowance for Credit Losses
The allowance for credit losses was $41.1 million as of September 30, 2026, which represented 0.99% of loans outstanding, as compared to $34.3 million, or 0.99% of loans outstanding, at December 31, 2025. The overall change in the allowance from December 31, 2025 was primarily driven by $5.7 million related to the Acquisition , $3.7 million in net charge-offs and $1.1 million attributable to loan growth and model calculation.
See Note 3. Accounting Policies for additional discussion related to CECL.
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Risk Elements
Nonperforming assets at September 30, 2026 amounted to $12.7 million, an increase from $8.7 million at December 31, 2025 and an increase from $6.7 million at September 30, 2025, due primarily to the Acquisition. Historically, ratios of nonperforming assets to total assets have remained fairly consistent to the average ratios for our peer group (see page 41 for a discussion of the peer group). At June 30, 2026, the ratio of loans past due 90 or more days plus nonaccrual loans plus other real estate owned to total assets was 0.19% as compared to the 0.60% ratio of our peer group (the latest date for which peer group information is available). At September 30, 2026 the ratio was 0.23%.
The following table presents the balance of other non-current loans at period-end as to which interest income was being accrued (i.e., loans 30 to 89 days past due, as defined in bank regulatory guidelines). These non-current loans are not included in nonperforming assets, but entail heightened risk:
| Loans Past Due 30-89 Days and Accruing Interest ($ in 000's) | |||||||||||||||||
| 9/30/2026 | 12/31/2025 | ||||||||||||||||
| Commercial Loans | $ | 724 | $ | 839 | |||||||||||||
| Commercial Real Estate Loans | — | 2,888 | |||||||||||||||
| Residential Real Estate Loans | 8,679 | 4,171 | |||||||||||||||
| Consumer Loans - Primarily Indirect Automobile | 14,943 | 20,965 | |||||||||||||||
| Total Loans Past Due 30-89 Days and Accruing Interest | $ | 24,346 | $ | 28,863 | |||||||||||||
At September 30, 2026, the loans in the above-referenced category totaled $24.3 million, a decrease from the $28.9 million of such loans at December 31, 2025. The September 30, 2026 total of non-current loans equaled 0.59% of loans then outstanding, compared to 0.84% at December 31, 2025.
The number and dollar amount of performing loans that demonstrate characteristics of potential weakness from time-to-time (potential problem loans) typically is a very small percentage of the loan portfolio. See the table of Credit Quality Indicators in Note 5. Loans. Arrow considers all performing commercial and commercial real estate loans classified as substandard or lower (as reported in Note 5. Loans) to be potential problem loans. These loans will continue to be closely monitored and Arrow currently expects to collect all contractual principal and interest payments in full on these classified loans.
As of September 30, 2026, Arrow held no other real estate owned properties.
CAPITAL RESOURCES
Regulatory Capital Standards
Capital Adequacy Requirements. An important area of banking regulation is the federal banking system's promulgation and enforcement of minimum capitalization standards for banks and bank holding companies. The banking regulators have established guidelines for capital requirements, expressed in terms of Tier 1, or core capital, as a percentage of average assets, to measure the financial health of the institution. Banking regulators have also established risk-based capital guidelines for U.S. banking organizations.
| Capital Ratio | 2026 | ||||
| Minimum CET1 Ratio | 4.500 | % | |||
| Capital Conservation Buffer ("Buffer") | 2.500 | % | |||
| Minimum CET1 Ratio Plus Buffer | 7.000 | % | |||
| Minimum Tier 1 Risk-Based Capital Ratio | 6.000 | % | |||
| Minimum Tier 1 Risk-Based Capital Ratio Plus Buffer | 8.500 | % | |||
| Minimum Total Risk-Based Capital Ratio | 8.000 | % | |||
| Minimum Total Risk-Based Capital Ratio Plus Buffer | 10.500 | % | |||
| Minimum Leverage Ratio | 4.000 | % | |||
58
Current Capital Ratios: The table below sets forth the regulatory capital ratios of Arrow and Arrow Bank under the current Capital Rules, as of September 30, 2026:
| Common Equity Tier 1 Capital Ratio | Tier 1 Risk-Based Capital Ratio | Total Risk-Based Capital Ratio | Tier 1 Leverage Ratio | ||||||||||||||||||||
| Arrow Financial Corporation | 11.63 | % | 12.35 | % | 13.46 | % | 8.93 | % | |||||||||||||||
| Arrow Bank | 11.64 | % | 11.64 | % | 12.75 | % | 8.38 | % | |||||||||||||||
| FDICIA's Prompt Corrective Action - "Well-Capitalized" Standard (2019) | 6.50 | % | 8.00 | % | 10.00 | % | 5.00 | % | |||||||||||||||
| Regulatory Minimum | 7.00 | % | 8.50 | % | 10.50 | % | 4.00 | % | |||||||||||||||
At September 30, 2026, Arrow Bank exceeded the minimum regulatory capital ratios established under the current Capital Rules and qualified as "well-capitalized", the highest category in the capital classification scheme established by federal bank regulatory agencies under the "prompt corrective action" standards, as described above.
Capital Components and Stock Repurchases
Stockholders' Equity: Stockholders’ equity was $515.1 million at September 30, 2026, an increase of $83.2 million, or 19.3%, from the December 31, 2025 level of $431.9 million. The increase in stockholders' equity over the first nine months of 2026 principally reflected the following factors: the addition of (i) $81.2 million of treasury shares issued related to the Acquisition, (ii) $30.1 million of net income for the period and (iii) the issuance of $3.2 million of common stock through employee benefit plans, reduced by (iv) other comprehensive loss of $14.3 million, (v) cash dividends of $15.5 million and (vi) $1.5 million in other treasury stock purchases related to stock based compensation.
Trust Preferred Securities: In each of 2003 and 2004, Arrow issued $10 million of TRUPs in a private placement. Under the FRB's regulatory capital rules then in effect, TRUPs proceeds qualified as Tier 1 capital for bank holding companies such as Arrow, but only in amounts up to 25% of Tier 1 capital, net of goodwill less any associated deferred tax liability. For Arrow, TRUPs outstanding prior to the grandfathering cutoff date set forth in Dodd-Frank (May 19, 2010) would continue to qualify as Tier 1 capital until maturity or redemption, subject to limitations.
In the first quarter of 2020, Arrow entered into interest rate swap agreements to synthetically fix the variable rate interest payments associated with $20 million in outstanding subordinated trust securities. The effective fixed rate is 3.43% until maturity. These agreements are designated as cash flow hedges.
As part of the Acquisition, Arrow acquired junior subordinated debentures. On July 31, 2001, Adirondack participated, at an amount of $3,000,000, in a pooled offering of trust preferred securities. Adirondack formed Adirondack Statutory Trust I, a wholly owned statutory trust subsidiary for the purpose of issuing the trust preferred securities. Arrow now owns all of the $93,000 in common equity of Trust I. The Trust used the proceeds from the issuance of the trust preferred securities and common equity to acquire subordinated debentures of Adirondack. The trust preferred securities essentially mirror the debt securities, carrying a cumulative preferred dividend at a variable rate equal to the 3 month SOFR + 3.58% interest rate on the debt securities. The trust preferred securities and the debt securities were fully redeemed on October 31, 2026.
On September 17, 2003, Adirondack participated, at an amount of $5,000,000, in an additional pooled offering of trust preferred securities. Adirondack formed Adirondack Statutory Trust II, a wholly-owned statutory trust subsidiary for the purpose of issuing the trust preferred securities. Arrow now owns all of the $155,000 in common equity of Trust II. The Trust used the proceeds from the issuance of the trust preferred securities and common equity to acquire subordinated debentures of Adirondack. The trust preferred securities essentially mirror the debt securities, carrying a cumulative preferred dividend at a variable rate equal to the 3 month SOFR + 3.05% interest rate on the debt securities. The debt securities and the trust preferred securities each have 30 year lives. The trust preferred securities and the debt securities are callable by Arrow or the Trust, at their respective option after 5 years, and at varying premiums and sooner in specific events, subject to prior approval by the Federal Reserve Board, if then required.
Stock Repurchases:
No shares were repurchased during the nine month period ended September 30, 2026 under the Company's current repurchase authorization and as of September 30, 2026, $5,066,228 remained available. The current repurchase authorization is dated July 23, 2025 and authorized an additional $5 million of Arrow common stock repurchases. The repurchase authorization has no expiration date.
From time to time, Arrow may establish a written trading plan in accordance with Rule 10b5-1 of the Exchange Act, pursuant to which it may repurchase shares of its common stock. Repurchases may be made by Arrow, at times and in amounts as it deems appropriate, and may be made through open market transactions in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions, applicable legal requirements, and other factors.
LIQUIDITY
The objective of effective liquidity management is to ensure that Arrow has the ability to raise cash when needed at a reasonable cost. This includes the capability of meeting expected and unexpected obligations to Arrow's customers at any time. Given the uncertain nature of customer demands and the need to maximize earnings, Arrow maintains reasonably priced sources of funds, both on- and off-balance sheet, that can be accessed quickly in times of need. Arrow’s liquidity position provides the Company with the necessary flexibility to address any unexpected near-term disruptions such as reduced cash flows from the investment and loan portfolio, unexpected deposit runoff, or increased loan originations.
59
Arrow's primary sources of available liquidity are overnight investments in federal funds sold, interest-earning bank balances at the FRBNY, and cash flow from investment securities and loans. Certain investment securities are categorized as available-for-sale at time of purchase. The available-for-sale portfolio was $609.1 million at September 30, 2026, an increase of $113.2 million from the year-end 2025 level. Due to the potential for volatility in market values, Arrow may not always be able to sell securities on short notice at their carrying value, even to provide needed liquidity. Arrow also held interest-earning cash balances at September 30, 2026 of $325.6 million compared to $185.1 million at December 31, 2025.
In addition to liquidity from cash, short-term investments, investment securities and loans, Arrow has supplemented available operating liquidity with additional off-balance sheet sources such as a federal funds lines of credit with correspondent banks and credit lines with the FHLBNY. The federal funds lines of credit are with two correspondent banks totaling $23 million which were not drawn on during 2025 or during the nine months ended September 30, 2026.
To support the borrowing relationship with the FHLBNY, Arrow has pledged collateral, including residential mortgage, home equity and commercial real estate loans. At September 30, 2026, Arrow had outstanding collateralized obligations with the FHLBNY of $10 million and term borrowing outstanding of $175 million. As of that date, the unused borrowing capacity at the FHLBNY was approximately $775 million. Brokered deposits are another source of funding accessible in a relatively short time period. At September 30, 2026, Arrow had no brokered CD deposits. In addition, Arrow Bank has established a borrowing facility with the FRBNY, pledging certain consumer loans as collateral for potential "discount window" advances, which are maintained for contingency liquidity purposes. At September 30, 2026, the amount available under this facility was approximately $700 million in the aggregate, and there were no advances outstanding.
Arrow performs regular liquidity stress tests and tests of the contingent liquidity plan to ensure that an adequate amount of available funds can be generated to meet a wide variety of potential liquidity events. Additionally, Arrow continually monitors levels and composition of uninsured deposits. Uninsured deposit balances in excess of the FDIC insurance limit at September 30, 2026, were less than 35% of the total deposit base.
Arrow measures and monitors basic liquidity as a ratio of liquid assets to total short-term liabilities, both with and without the availability of borrowing arrangements. Based on the level of overnight investments, available liquidity from the investment securities portfolio, cash flows from the loan portfolio, the stable retail deposit base and the significant borrowing capacity, Arrow believes that the available liquidity is sufficient to meet all reasonably likely events. At September 30, 2026, Arrow's primary liquidity ratio was approximately 9.1% of total assets, well in excess of the internal policy limit of 5%. Total primary liquidity was approximately $446 million, comprised of $379 million of unencumbered cash and $124 million in unencumbered securities at September 30, 2026.
Arrow did not experience any liquidity constraints in the nine month period ended September 30, 2026, in 2025 or in any recent prior period. Arrow has not at any time during such periods been forced to pay above-market rates to obtain retail deposits or other funds from any source.
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RESULTS OF OPERATIONS
Three Months Ended September 30, 2026 Compared With
Three Months Ended September 30, 2025
Summary of Earnings Performance
(Dollars in Thousands, Except Per Share Amounts)
| Three Months Ended | |||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | Change | % Change | ||||||||||||||||||||
| Net Income | $ | 5,700 | $ | 12,825 | $ | (7,125) | (55.6) | % | |||||||||||||||
| Diluted Earnings Per Share | 0.31 | 0.77 | (0.46) | (59.7) | % | ||||||||||||||||||
| Return on Average Assets | 0.42 | % | 1.16 | % | (0.74) | % | (63.8) | % | |||||||||||||||
| Return on Average Equity | 4.31 | % | 12.32 | % | (8.01) | % | (65.0) | % | |||||||||||||||
The following narrative discusses the quarter-to-quarter changes in net interest income, non-interest income, non-interest expense and income taxes:
Net Interest Income
Summary of Net Interest Income
(Dollars in Thousands)
| Three Months Ended | |||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | Change | % Change | ||||||||||||||||||||
| Interest and Dividend Income | $ | 68,075 | $ | 53,598 | $ | 14,477 | 27.0 | % | |||||||||||||||
| Interest Expense | 19,342 | 19,467 | (125) | (0.6) | % | ||||||||||||||||||
| Net Interest Income | 48,733 | 34,131 | 14,602 | 42.8 | % | ||||||||||||||||||
Average Earning Assets(1) | 5,089,406 | 4,199,115 | 890,291 | 21.2 | % | ||||||||||||||||||
| Average Interest-Bearing Liabilities | 3,729,983 | 3,193,789 | 536,194 | 16.8 | % | ||||||||||||||||||
Average Yield on Earning Assets(1) | 5.31 | % | 5.06 | % | 0.25 | % | 4.9 | % | |||||||||||||||
| Average Cost of Interest-Bearing Liabilities | 2.06 | 2.42 | (0.36) | (14.9) | % | ||||||||||||||||||
| Net Interest Spread | 3.25 | 2.64 | 0.61 | 23.1 | % | ||||||||||||||||||
| Net Interest Margin | 3.80 | 3.22 | 0.58 | 18.0 | % | ||||||||||||||||||
(1) Includes Nonaccrual Loans. | |||||||||||||||||||||||
Net interest income for the quarter increased by $14.6 million, or 42.8%, from the third quarter of 2025. Interest and fees on loans were $58.9 million for the third quarter of 2026, an increase from $46.8 million for the quarter ended September 30, 2025, primarily due to loan growth, including acquired loans, and higher loan yields. Interest expense for the third quarter of 2026 was $19.3 million, a decrease of $0.1 million versus the comparable quarter ended September 30, 2025, primarily due a decrease in the average cost of interest-bearing liabilities of 36 basis points offset by an increase in the average balance of interest-bearing liabilities of $536.2 million.
Net interest margin increased 58 basis points in the third quarter of 2026 to 3.80%, from 3.22% during the third quarter of 2025. Average earning asset yields were 25 basis points higher as compared to the third quarter of 2025. The average cost of interest-bearing liabilities decreased 36 basis points from the quarter ended September 30, 2025. The increase in net interest margin compared to the third quarter of 2025 was primarily the result of the Acquisition, which included lower costing deposit balances, while loan yields continued to expand. Net interest margin also benefitted by 14 basis points, comprised of 9 basis points related to the net accretion of purchase accounting adjustments and 5 basis points on the accretion of the acquired investment portfolio.
Arrow defines net interest margin as net interest income divided by average earning assets, annualized. Further detailed information is presented above under the section entitled "Average Consolidated Balance Sheets and Net Interest Income Analysis" on page 48-50. The impact of recent interest rate changes on Arrow's deposit and loan portfolios are discussed above in this Report under the sections entitled "Deposit Trends" on page 56 and "Loan Trends" on page 54.
The provision for credit losses for the third quarter of 2026 was $1.5 million, compared to a provision of $0.8 million for the third quarter of 2025. The increase was primarily driven by net charge-offs as well as an increase to the provision due to strong loan growth in the third quarter of 2026.
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Non-interest Income
Summary of Non-interest Income
(Dollars in Thousands)
| Three Months Ended | |||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | Change | % Change | ||||||||||||||||||||
| Income From Fiduciary Activities | $ | 2,609 | $ | 2,600 | $ | 9 | 0.3 | % | |||||||||||||||
| Fees for Other Services to Customers | 4,243 | 2,857 | 1,386 | 48.5 | % | ||||||||||||||||||
| Insurance Commissions | 2,145 | 1,986 | 159 | 8.0 | % | ||||||||||||||||||
| Net Gain on Securities | 114 | 392 | (278) | (70.9) | % | ||||||||||||||||||
| Net Gain on the Sale of Loans | 180 | 259 | (79) | (30.5) | % | ||||||||||||||||||
| Other Operating Income | 2,124 | 622 | 1,502 | 241.5 | % | ||||||||||||||||||
| Total Non-interest Income | $ | 11,415 | $ | 8,716 | $ | 2,699 | 31.0 | % | |||||||||||||||
Total non-interest income in the current quarter was $11.4 million, an increase of $2.7 million from the third quarter of 2025. Fee income increased $1.4 million compared to the third quarter of 2025, primarily a result of services to customers from the Acquisition. Other operating income increased $1.5 million compared to the third quarter of 2025, primarily due to an increase in bank-owned life insurance income and a gain on the termination of a portion of the cash flow hedges, as the Acquisition enabled a change to Arrow's asset-liability management strategy.
Non-interest Expense
Summary of Non-interest Expense
(Dollars in Thousands)
| Three Months Ended | |||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | Change | % Change | ||||||||||||||||||||
| Salaries and Employee Benefits | $ | 19,391 | $ | 14,339 | $ | 5,052 | 35.2 | % | |||||||||||||||
| Occupancy Expense of Premises, Net | 2,805 | 1,907 | 898 | 47.1 | % | ||||||||||||||||||
| Technology and Equipment Expense | 6,976 | 4,963 | 2,013 | 40.6 | % | ||||||||||||||||||
| FDIC and FICO Assessments | 903 | 634 | 269 | 42.4 | % | ||||||||||||||||||
| Amortization | 812 | 80 | 732 | 915.0 | % | ||||||||||||||||||
| Other Operating Expense | 20,941 | 3,510 | 17,431 | 496.6 | % | ||||||||||||||||||
| Total Non-interest Expense | $ | 51,828 | $ | 25,433 | $ | 26,395 | 103.8 | % | |||||||||||||||
| Efficiency Ratio | 84.77 | % | 59.56 | % | 25.2 | % | 42.3 | % | |||||||||||||||
Non-interest expense for the third quarter of 2026 was $51.8 million, an increase of $26.4 million, or 103.8%, from the third quarter of 2025. Salaries and benefit expenses increased $5.1 million, or 35.2%, from the prior year comparable quarter as a result of overall growth in the organization, including an increase in headcount from the Acquisition, and annual merit increases. Technology expenses in the third quarter of 2026 increased $2.0 million, or 40.6%, from the third quarter of 2025, primarily due to the cost of operating two core systems after the Acquisition. The core system conversion is scheduled for November 7 and 8, 2026. Occupancy expenses increased $898 thousand, or 47.1%, due to utility and building maintenance costs for 20 new locations from the Acquisition. Other operating expense increased $18.2 million from the prior year comparable quarter primarily as a result of $15.6 million of merger-related expenses, core deposit intangible amortization, and other operating expenses due to the Acquisition.
Income Taxes
Summary of Income Taxes
(Dollars in Thousands)
| Three Months Ended | |||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | Change | % Change | ||||||||||||||||||||
| Income before Provision for Income Taxes | $ | 6,853 | $ | 16,599 | $ | (9,746) | (58.7) | % | |||||||||||||||
| Provision for Income Taxes | $ | 1,153 | $ | 3,774 | $ | (2,621) | (69.4) | % | |||||||||||||||
| Effective Tax Rate | 16.8 | % | 22.7 | % | (5.9) | % | (26.0) | % | |||||||||||||||
The provision for income taxes and effective tax rate were $1.2 million and 16.8%, respectively, for the third quarter of 2026, and $3.8 million and 22.7%, respectively, for the third quarter of 2025. The effective tax rate for the third quarter of 2026 reflects tax credits recognized from energy production tax credit purchases and the impact of closing the Acquisition.
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RESULTS OF OPERATIONS
Nine Months Ended September 30, 2026 Compared With
Nine Months Ended September 30, 2025
Summary of Earnings Performance
(Dollars in Thousands, Except Per Share Amounts)
| Nine Months Ended | |||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | Change | % Change | ||||||||||||||||||||
| Net Income | $ | 30,147 | $ | 29,940 | $ | 207 | 0.7 | % | |||||||||||||||
| Diluted Earnings Per Share | 1.75 | 1.80 | (0.05) | (2.8) | |||||||||||||||||||
| Return on Average Assets | 0.85 | % | 0.92 | % | (0.07) | % | (7.6) | ||||||||||||||||
| Return on Average Equity | 8.54 | % | 9.81 | % | (1.27) | % | (12.9) | ||||||||||||||||
The following narrative discusses the period-to-period changes in net interest income, non-interest income, non-interest expense and income taxes:
Net Interest Income
Summary of Net Interest Income
(Dollars in Thousands)
| Nine Months Ended | |||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | Change | % Change | ||||||||||||||||||||
| Interest and Dividend Income | $ | 175,486 | $ | 155,537 | $ | 19,949 | 12.8 | % | |||||||||||||||
| Interest Expense | 54,692 | 57,516 | (2,824) | (4.9) | % | ||||||||||||||||||
| Net Interest Income | 120,794 | 98,021 | 22,773 | 23.2 | % | ||||||||||||||||||
Average Earning Assets (1) | 4,510,904 | 4,162,218 | 348,686 | 8.4 | % | ||||||||||||||||||
| Average Interest-Bearing Liabilities | 3,400,986 | 3,189,998 | 210,988 | 6.6 | % | ||||||||||||||||||
Average Yield on Earning Assets (1) | 5.20 | % | 5.00 | % | 0.20 | % | 4.0 | % | |||||||||||||||
| Average Cost of Interest-Bearing Liabilities | 2.15 | 2.41 | (0.26) | (10.8) | % | ||||||||||||||||||
| Net Interest Spread | 3.05 | 2.59 | 0.46 | 17.8 | % | ||||||||||||||||||
| Net Interest Margin | 3.58 | 3.15 | 0.43 | 13.7 | % | ||||||||||||||||||
(1) Includes Nonaccrual Loans. | |||||||||||||||||||||||
Net interest income for the first nine months of 2026 increased by $22.8 million, or 23.2%, from the first nine months of 2025. Interest and fees on loans were $175.5 million for the first nine months of 2026, an increase from $155.5 million for the first nine months of 2025, primarily due to loan growth and higher loan yields. Interest expense for the first nine months of 2026 was $54.7million, a decrease of $2.8 million versus the comparable period ended September 30, 2025, primarily due to a decrease in the average cost of interest-bearing liabilities of 26 basis points offset by an increase in the average balance of interest-bearing liabilities of $211.0 million.
Net interest margin for the first nine months of 2026 increased 43 basis points to 3.58%, from 3.15% for the first nine months of 2025. Average earning asset yields were 20 basis points higher as compared to the first nine months of 2025, primarily due to higher market rates. The average cost of interest-bearing liabilities decreased 26 basis points from the first nine months of 2025 as a result of managing deposit costs in a competitive interest rate environment and the impact of acquired low cost deposits. Further detailed information is presented above under the section entitled "Average Consolidated Balance Sheets and Net Interest Income Analysis."
As previously discussed under the heading "Asset Quality" beginning on page 57, the provision for credit losses for the first nine months of 2026 was $4.8 million, compared to $6.4 million for the first nine months of 2025. The decrease reflects the recognition of a specific reserve related to the CRE Participation that was charged off in the second quarter of 2025 and moved to other assets.
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Non-interest Income
Summary of Non-interest Income
(Dollars in Thousands)
Nine Months Ended | |||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | Change | % Change | ||||||||||||||||||||
| Income From Fiduciary Activities | 8,028 | 7,533 | $ | 495 | 6.6 | % | |||||||||||||||||
| Fees for Other Services to Customers | 9,939 | 8,244 | 1,695 | 20.6 | |||||||||||||||||||
| Insurance Commissions | 6,232 | 5,616 | 616 | 11.0 | |||||||||||||||||||
| Net Gain (Loss) on Securities | 414 | 669 | (255) | (38.1) | |||||||||||||||||||
| Net Gain on the Sale of Loans | 624 | 573 | 51 | 8.9 | |||||||||||||||||||
| Other Operating Income | 3,062 | 1,529 | 1,533 | 100.3 | |||||||||||||||||||
| Total Non-interest Income | $ | 28,299 | $ | 24,164 | $ | 4,135 | 17.1 | % | |||||||||||||||
Total non-interest income for the first nine months of 2026 was $28.3 million, an increase of $4.1 million from the first nine months of 2025. Fee income increased $1.7 million compared to the nine months ended September 30, 2025, primarily as a result of services to customers from the Acquisition. Other operating income increased $1.5 million compared to the nine months ended September 30, 2025, primarily due to an increase in bank-owned life insurance income and a gain on the termination of a portion of the cash flow hedges, as the Acquisition enabled a change to Arrow's asset-liability management strategy. Insurance commissions increased during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 due to the combination of the increase in average premiums and onboarding of new, larger commercial insurance relationships.
Non-interest Expense
Summary of Non-interest Expense
(Dollars in Thousands)
Nine Months Ended | |||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | Change | % Change | ||||||||||||||||||||
| Salaries and Employee Benefits | $ | 49,410 | $ | 41,980 | $ | 7,430 | 17.7 | % | |||||||||||||||
| Occupancy Expense of Premises, Net | 7,365 | 5,881 | 1,484 | 25.2 | |||||||||||||||||||
| Technology and Equipment Expense | 16,785 | 15,639 | 1,146 | 7.3 | |||||||||||||||||||
| FDIC and FICO Assessments | 1,929 | 1,953 | (24) | (1.2) | |||||||||||||||||||
| Amortization | 954 | 237 | 717 | 302.5 | |||||||||||||||||||
| Other Operating Expense | 29,714 | 11,440 | 18,274 | 159.7 | |||||||||||||||||||
| Total Non-interest Expense | $ | 106,157 | $ | 77,130 | $ | 29,027 | 37.6 | ||||||||||||||||
| Efficiency Ratio | 70.57 | % | 63.06 | % | 7.51 | % | 11.9 | % | |||||||||||||||
Non-interest expense for the nine months ended September 30, 2026 was $106.2 million, an increase of $29.0 million, or 37.6%, from the nine months ended September 30, 2025. Salaries and employee benefits expense for the first nine months of 2026 increased $7.4 million, or 17.7%, from the comparable period in 2025 primarily driven by the overall growth in the organization, including an increase in headcount from the Acquisition, and annual merit increases. Occupancy expenses increased $1.5 million, or 25.2%, due to utility and building maintenance costs for 20 new locations from the Acquisition. Technology expenses increased $1.1 million, or 7.3%, from the first nine months of 2025 primarily due to the cost of operating two core systems after the Acquisition. The core system conversion is scheduled for November 7 and 8, 2026. Other non-interest expense increased $18.8 million for the first nine months of 2026, as compared to the first nine months of 2025 primarily as a result of $17.4 million of merger-related expenses and core deposit intangible amortization.
Income Taxes
Summary of Income Taxes
(Dollars in Thousands)
| Nine Months Ended | |||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | Change | % Change | ||||||||||||||||||||
| Income before Provision for Income Taxes | 38,094 | 38,627 | $ | (533) | (1.4) | % | |||||||||||||||||
| Provision for Income Taxes | $ | 7,947 | $ | 8,687 | $ | (740) | (8.5) | % | |||||||||||||||
| Effective Tax Rate | 20.9 | % | 22.5 | % | (1.6) | % | (7.1) | % | |||||||||||||||
The provision for income taxes and effective tax rate were $7.9 million and 20.9%, respectively, for the first nine months of 2026 and $8.7 million and 22.5%, respectively, for the first nine months of 2025. The decrease in the effective tax rate for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 reflects the impact of tax credits recognized from energy production tax credit purchases made in June 2026 partially offset by nondeductible expenses related to the Acquisition.
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Item 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
General: Arrow's largest component of market risk remains interest rate risk. Arrow is not subject to foreign currency exchange or commodity price risk.
Asset/Liability Management: Market risk is the possibility that changes in future market rates (interest rates) or prices (market value of financial instruments) will make Arrow's position (i.e., assets and operations) less valuable. Arrow's primary market risk is interest rate volatility. The ongoing monitoring and management of interest rate risk is an important component of the asset/liability management process, which is governed by policies that are reviewed and approved annually by the Board of Directors. The Board of Directors delegates responsibility for carrying out asset/liability oversight and control to management's Asset/Liability Committee (ALCO). In this capacity ALCO develops guidelines and strategies impacting the asset/liability profile based upon estimated market risk sensitivity, policy limits and overall market interest rate levels and trends.
Changes in market interest rates, whether increases or decreases, can trigger repricing and changes in the pace of payments for both assets and liabilities (prepayment risk). This may individually or in combination affect net interest income, net interest margin, and ultimately net income, either positively or negatively. ALCO utilizes the results of a detailed and dynamic simulation model to quantify this interest rate risk by projecting net interest income in various interest rate scenarios.
Interest Rate Risk Exposure Analysis: Economic Value of Equity ("EVE") Analysis. Arrow simulates the impact of interest rate volatility upon EVE using several interest rate scenarios. EVE is the difference between the present value of the expected future cash flows of Arrow's assets and liabilities and the value of any off-balance sheet items, such as derivatives, if applicable.
Traditionally, the fair value of fixed-rate instruments fluctuates inversely with changes in interest rates. Increases in interest rates thus result in decreases in the fair value of interest-earning assets, which could adversely affect Arrow's consolidated results of operations in the event they were to be sold, or, in the case of interest-earning assets classified as available-for-sale, reduce Arrow's consolidated stockholders’ equity, if retained. The changes in the value of assets and liabilities due to fluctuations in interest rates measure the interest rate sensitivity of those assets and liabilities.
In order to measure Arrow's sensitivity to changes in interest rates, EVE is calculated under market interest rates prevailing at a given quarter-end ("Pre-Shock Scenario"), and under various other interest rate scenarios ("Rate Shock Scenarios") representing immediate, permanent, parallel shifts in the term structure of interest rates from the actual term structure observed in the Pre-Shock Scenario, with this shift occurring equally across all points on the yield curve. An increase in the EVE is considered favorable, while a decline is considered unfavorable. The changes in EVE between the Pre-Shock Scenario and various Rate Shock Scenarios due to fluctuations in interest rates reflect the interest rate sensitivity of Arrow's assets, liabilities, and off-balance sheet items that are included in the EVE. Management reports the EVE results to the Board of Directors on a quarterly basis. The report compares Arrow's estimated Pre-Shock Scenario EVE to the estimated EVE calculated under the various Rate Shock Scenarios.
Arrow's valuation model makes various estimates regarding cash flows from principal repayments on loans and deposit decay rates at each level of interest rate change. Arrow's estimates for loan repayment levels are influenced by the recent history of prepayment activity in its loan portfolio, as well as the interest rate composition of the existing portfolio, especially in relation to the existing interest rate environment. Regarding deposit decay rates, Arrow tracks and analyzes the decay rate of its deposits over time, with the assistance of a reputable third-party, and over various interest rate scenarios. Such results are utilized in determining estimates of deposit decay rates in the valuation model. Arrow also generates a series of spot discount rates that are integral to the valuation of the projected monthly cash flows of its assets and liabilities. The valuation model employs discount rates that it considers representative of prevailing market rates of interest with appropriate adjustments it believes are suited to the heterogeneous characteristics of the Company’s various asset and liability portfolios. No matter the care and precision with which the estimates are derived, actual cash flows could differ significantly from Arrow's estimates resulting in significantly different EVE calculations.
The analysis that follows presents, as of September 30, 2026 and June 30, 2026, the estimated EVE at both the Pre-Shock Scenario and the -200 Basis Point Rate, -100 Basis Point Rate, +100 Basis Point Rate and +200 Basis Point Rate Shock Scenarios.
| September 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||
| (Dollars in thousands) | EVE | Dollar Change | Percentage Change | EVE | Dollar Change | Percentage Change | ||||||||||||||||||||
| Rate Shock Scenarios | ||||||||||||||||||||||||||
| +200 Basis Points | $ | 1,026,590 | $ | 7,676 | 0.8 | % | $ | 690,737 | $ | 5,772 | 0.8 | % | ||||||||||||||
| +100 Basis Points | $ | 1,033,548 | $ | 14,634 | 1.4 | % | $ | 693,641 | $ | 8,676 | 1.3 | % | ||||||||||||||
| Pre-Shock Scenarios | $ | 1,018,914 | $ | — | — | % | $ | 684,965 | $ | — | — | % | ||||||||||||||
| -100 Basis Points | $ | 992,011 | $ | (26,903) | (2.6) | % | $ | 661,166 | $ | (23,799) | (3.5) | % | ||||||||||||||
| -200 Basis Points | $ | 954,545 | $ | (64,369) | (6.3) | % | $ | 620,217 | $ | (64,748) | (9.5) | % | ||||||||||||||
Arrow's Pre-Shock Scenario EVE increased from $685.0 million at December 31, 2025, to $1.0 billion at September 30, 2026. The primary factor contributing to the increase in EVE was the Acquisition as well as core deposit growth that occurred during the quarter and the increase in the value of the Bank’s loan and investment portfolios.
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Income Simulation Analysis: Arrow's standard simulation model applies a parallel shift in interest rates, ramped over a 12-month period, to capture the impact of changing interest rates on net interest income. The results are compared to ALCO policy limits which specify a maximum tolerance level for net interest income exposure over a one-year horizon, assuming no balance sheet growth and a 100 and 200 basis point downward and a 100 and 200 basis point upward shift in interest rates. Additional tools to monitor potential longer-term interest rate risk, including periodic stress testing involving hypothetical sudden and significant interest rate spikes, are also evaluated.
The following table summarizes the percentage change in net interest income as compared to the base scenario, which assumes no change in market interest rates as generated from the standard simulation model. The results are presented for each of the first two years of the simulation period for the 100 and 200 basis point decreases in interest rate scenario and the 200 basis point increase in interest rate scenario. These results are well within the ALCO policy limits.
As of September 30, 2026:
| Change in Interest Rate | Calculated change in Net Interest Income - Year 1 | Calculated change in Net Interest Income - Year 2 | ||||||||||||
| - 200 basis points | 2.8% | 4.9% | ||||||||||||
| - 100 basis points | 1.6% | 5.6% | ||||||||||||
| +200 basis points | (3.8)% | 2.1% | ||||||||||||
The hypothetical estimates underlying the sensitivity analysis are based upon numerous assumptions, including: the nature and timing of changes in interest rates including yield curve shape, prepayments on loans and securities, deposit decay rates, pricing decisions on loans and deposits, reinvestment/replacement of asset and liability cash flows, and others. While assumptions are developed based upon current economic and local market conditions, Arrow cannot make any assurance as to the predictive nature of these assumptions including how customer preferences or competitor influences might change.
Also, as market conditions vary from those assumed in the sensitivity analysis, actual results will differ due to: prepayment/refinancing levels likely deviating from those assumed, the varying impact of interest rate changes on caps or floors on adjustable rate assets, the potential effect of changing debt service levels on customers with adjustable rate loans, depositor early withdrawals and product preference changes, unanticipated shifts in the yield curve and other internal/external variables. Furthermore, the sensitivity analysis does not reflect actions that ALCO might take in responding to or anticipating changes in interest rates.
66
Item 4.
CONTROLS AND PROCEDURES
Management, under the supervision and with the participation of the Chief Executive Officer ("CEO") (who is our principal executive officer) and Chief Financial Officer ("CFO") (who is our principal financial officer), evaluated the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act, as of September 30, 2026. Disclosure controls and procedures are controls and other procedures of a company that are designed to ensure the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the SEC (1) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms; and (2) is accumulated and communicated to management, including the principal executive and principal financial officers, or persons and committees performing similar functions, such as the Audit Committee, as appropriate to allow timely decisions regarding required disclosure.
Based on this evaluation, management, including the CEO and CFO, concluded that our disclosure controls and procedures were effective as of September 30, 2026.
Changes in Internal Control Over Financial Reporting
During the quarter ended September 30, 2026, the Company implemented changes to certain financial reporting processes and controls in connection with the Acquisition. Other than these acquisition-related activities, there were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the quarter ended September 30, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1.
Legal Proceedings
Arrow, including its subsidiaries, is not currently the subject of any material pending legal proceedings, other than ordinary routine litigation occurring in the normal course of business. On an ongoing basis, Arrow is often the subject of, or a party to, various legal claims by other parties against Arrow, by Arrow against other parties, or involving Arrow, which arise in the normal course of business. Legal expenses incurred in connection with loss contingencies are expensed as incurred.
Item 1.A.
Risk Factors
There have been no material changes in the risk factors set forth in Arrow's Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission. Additional risks not presently known to us, or that we currently deem immaterial, may adversely affect our business, financial condition, or results of operations.
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered Sales of Equity Securities
None.
Issuer Purchases of Equity Securities
The following table presents information about repurchases by Arrow during the three months ended September 30, 2026 of Arrow's common stock (the only class of equity securities registered pursuant to Section 12 of the Securities Exchange Act of 1934).
No shares were repurchased during the nine month period ended September 30, 2026 under the Company's current repurchase authorization and as of September 30, 2026, $5,066,228 remained available. The current repurchase authorization is dated July 23, 2025 and authorized an additional $5 million of Arrow common stock repurchases which resulted in the total authorized on $5,066,228. The repurchase authorization has no expiration date.
Third Quarter 2026 Calendar Month | (A) Total Number of Shares Purchased 1 | (B) Average Price Paid Per Share 1 | (C) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs2 | (D) Maximum Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs 2 | |||||||||||||||||||
| July 1-31 | — | $ | — | — | $ | 5,066,228 | |||||||||||||||||
| August 1-31 | — | — | — | 5,066,228 | |||||||||||||||||||
| September 1-30 | — | — | — | 5,066,228 | |||||||||||||||||||
| Total | — | — | — | ||||||||||||||||||||
1 No shares were purchased in the open market under the ESOP on behalf of the participants under the ESOP by the
administrator of the ESOP or by Arrow pursuant to the Company's most recent authorization for the repurchase of shares.
2 No shares were acquired under the most recent authorization for the repurchase of shares in July, August or September 2026.
Item 3.
Defaults Upon Senior Securities - None
Item 4.
Mine Safety Disclosures - None
68
Item 5.
Other Information
Rule 10b5-1 Trading Arrangements
During the three months ended September 30, 2026, no director or officer of the Company adopted terminated
69
Item 6.
Exhibits
| Exhibit Number | Exhibit | ||||
| 3.(i) | Certificate of Incorporation of the Registrant as Amended through June 3, 2019, incorporated by reference from the Registrant's Current Report on Form 8-K filed June 5, 2019, Exhibit 3.1 | ||||
| 3.(ii) | By-laws of the Registrant, as amended, incorporated herein by reference from the Registrant’s Current Report on Form 8-K filed on February 1, 2024, Exhibit 3.1 | ||||
The following exhibits are submitted herewith:
| Exhibit Number | Exhibit | ||||
| 31.1 | Certification of Chief Executive Officer under SEC Rule 13a-14(a)/15d-14(a) | ||||
| 31.2 | Certification of Chief Financial Officer under SEC Rule 13a-14(a)/15d-14(a) | ||||
| 32 | Certification of Chief Executive Officer under 18 U.S.C. Section 1350 and Certification of Chief Financial Officer under 18 U.S.C. Section 1350 | ||||
| 101.INS | XBRL Instance Document | ||||
| 101.SCH | XBRL Taxonomy Extension Schema Document | ||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | ||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | ||||
| 101.LAB | XBRL Taxonomy Extension Labels Linkbase Document | ||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
70
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.
ARROW FINANCIAL CORPORATION
Registrant
| November 9, 2026 | /s/ David S. DeMarco | ||||
| Date | David S. DeMarco | ||||
| President and Chief Executive Officer | |||||
| (Principal Executive Officer) | |||||
| November 9, 2026 | /s/ Penko Ivanov | ||||
| Date | Penko Ivanov | ||||
| Chief Financial Officer | |||||
| (Principal Financial and Accounting Officer) | |||||
71