Arrow Financial (NASDAQ: AROW) closes Adirondack Bancorp deal and grows to $5.4B assets
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Arrow Financial Corporation has completed its strategic acquisition of Adirondack Bancorp, Inc., merging Adirondack Bank into Arrow Bank. Based on March 31, 2026 data, the combined company has approximately $5.4 billion in total assets, $4.8 billion in deposits and $4.1 billion in gross loans.
Each Adirondack common share is being converted into 1.8610 Arrow shares plus $18.72 in cash, in a transaction intended to qualify as a tax-free reorganization. Arrow’s branch network now extends to 57 locations across northeastern New York and the Mohawk Valley.
Former Adirondack President and CEO Rocco F. Arcuri Sr. has joined Arrow as Senior Vice President, Regional President, Mohawk Valley, and was appointed to Arrow’s Board. Arrow plans to complete banking system conversion and integration later in 2026 and will file required acquired-business and pro forma financial information by amendment within 71 days.
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Insights
Arrow closes the Adirondack deal, growing to $5.4B in assets and expanding its New York footprint.
Arrow Financial completed its previously announced acquisition of Adirondack Bancorp, folding Adirondack Bank into Arrow Bank. The combined institution now reports about $5.4 billion in total assets, $4.8 billion in deposits and $4.1 billion in gross loans as of March 31, 2026.
Consideration per Adirondack common share is 1.8610 Arrow shares plus $18.72 in cash, structured to be a tax-free reorganization under Section 368(a). Leadership continuity in the Mohawk Valley comes via former Adirondack CEO Rocco F. Arcuri Sr., who becomes Regional President and joins Arrow’s Board.
Strategically, Arrow grows to 57 branches and enters or deepens presence in several upstate New York counties. Actual financial impact will become clearer when Arrow files acquired-business financials and pro forma information by amendment within 71 days, and as banking system integration is completed later in 2026.
8-K Event Classification
4 items: 2.01, 5.02, 7.01, 9.01
4 items
Item 2.01
Completion of Acquisition or Disposition of Assets
Financial
The company completed a significant acquisition or sale of business assets.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Combined total assets: $5.4 billion
Combined total deposits: $4.8 billion
Combined gross loans: $4.1 billion
+4 more
7 metrics
Combined total assets
$5.4 billion
Combined company based on March 31, 2026 financial information
Combined total deposits
$4.8 billion
Combined company based on March 31, 2026 financial information
Combined gross loans
$4.1 billion
Combined company based on March 31, 2026 financial information
Stock consideration per Adirondack share
1.8610 shares
Shares of Arrow common stock per Adirondack common share
Cash consideration per Adirondack share
$18.72
Cash paid per Adirondack common share in the merger
Branch count after merger
57 branches
Arrow Bank’s footprint across northeastern New York and Mohawk Valley
Arrow anniversary
175th anniversary
Arrow Bank celebrating throughout 2026
Key Terms
tax-free reorganization, supplemental executive retirement plan, non-competition agreement, Regulation FD Disclosure, +1 more
5 terms
tax-free reorganization financial
"The transaction is intended to be a tax-free reorganization under Section 368(a) of the Internal Revenue Code."
A tax-free reorganization is a corporate restructuring—such as a merger, acquisition, or stock-for-stock exchange—structured so that shareholders do not have to pay immediate income tax on gains from the transaction. Think of it like swapping houses under a rule that lets you avoid a tax bill until you later sell; it matters to investors because it affects the timing of taxes, the adjusted cost basis of their holdings, and the net economic benefit they actually receive from the deal.
supplemental executive retirement plan financial
"the Company assumed the supplemental executive retirement plan previously entered into between Adirondack and Mr. Arcuri"
non-competition agreement financial
"entered into a settlement and non-competition agreement with Adirondack Bank"
Regulation FD Disclosure regulatory
"Item 7.01. Regulation FD Disclosure On July 1, 2026, the Company issued a press release"
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
forward-looking statements regulatory
"The information contained in this press release may contain statements that are not historical in nature but rather are based on management’s beliefs... These statements may be "forward-looking statements""
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: July 1, 2026
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
| Registrant’s telephone number, including area code: | ||||||||||||||
(Former name or former address, if changed since last report)
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | |||||
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | ||||||||
| 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 standards provided pursuant to Section 13(a) of the Exchange Act | ☐ | |||||||
Item 2.01. Completion of Acquisition or Disposition of Assets
On July 1, 2026, Arrow Financial Corporation (the “Company”) closed its previously announced acquisition of Adirondack Bancorp, Inc. (“Adirondack”) and its banking subsidiary Adirondack Bank, which was merged with and into Arrow Bank pursuant to the terms of the Agreement and Plan of Merger (the "Agreement") dated February 25, 2026. The banking system conversion and integration is scheduled to be completed later in 2026
Merger Consideration
Pursuant to the terms and subject to the conditions of the Agreement, each share of common stock, par value $5.00 per share, of Adirondack outstanding immediately prior to the effective time of the transaction will be converted into the right to receive (i) 1.8610 shares of Arrow common stock, par value $1.00 per share, and (ii) $18.72 in cash. Holders of Adirondack common stock will receive cash in lieu of fractional shares. The transaction is intended to be a tax-free reorganization under Section 368(a) of the Internal Revenue Code.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 2.1 hereto and is incorporated by reference herein.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Appointment of Rocco F. Arcuri, Sr. as Director. Pursuant to the Agreement, the Board of Directors (the “Board”) of the Company appointed Rocco F. Arcuri, Sr. as a director of the Company effective July 1, 2026. Rocco Arcuri served as President and CEO of Adirondack Bank from June 2013 through the acquisition date. He has more than 45 years of banking experience. Mr. Arcuri has an MBA in Management and a Bachelor of Science in Business. He will not be joining any committee of the Board at the effective date of his appointment. There are no related party transactions between the Company and Mr. Arcuri that would require disclosure under Item 404(a) of Regulation S-K. Mr. Arcuri will be compensated in accordance with the Company’s director compensation policy as more fully described in the Company’s most recent proxy statement filed with the Securities and Exchange Commission on April 23, 2026.
Pursuant to the Agreement, Mr. Arcuri was also appointed Senior Vice President, Regional President, Mohawk Valley of Arrow Bank effective July 1, 2026. Mr. Arcuri entered into an employment agreement with the Company which became effective on July 1, 2026 and, pursuant to the Agreement, the Company assumed the supplemental executive retirement plan previously entered into between Adirondack and Mr. Arcuri on that date. Additionally, in connection with the execution of the Agreement, Mr. Arcuri entered into a settlement and non-competition agreement with Adirondack Bank, pursuant to which Mr. Arcuri’s former employment agreement with Adirondack Bank was canceled in exchange for a cash payment payable by Adirondack Bank three business days prior to the completion of the transaction. The settlement and non-competition agreement contains non-competition and non-solicitation restrictions in favor of Arrow. Descriptions of each of the new employment agreement, the supplemental executive retirement plan and the settlement and non-competition agreement were included in the Company’s definitive Prospectus dated May 7, 2026, as filed on May 12, 2026, pursuant to SEC Rule 424(b)(3), under the section titled “The Merger-Interests of Certain Adirondack Directors and Executive Officers in the Merger,” which descriptions are incorporated herein by reference.
Item 7.01. Regulation FD Disclosure
On July 1, 2026, the Company issued a press release announcing the completion of the acquisition of Adirondack Bancorp, Inc., a copy of which is furnished herewith as Exhibit 99.1.
The information contained in this Item 7.01 and Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor will such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(a) Financial statements of businesses acquired.
The information required by this Item 9.01(a) will be filed by an amendment to this Current Report on Form 8-K no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.
(b) Pro forma financial information.
The information required by this Item 9.01(b) will be filed by an amendment to this Current Report on Form 8-K no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.
(c) Exhibits
| Exhibit No | Description | |||||||
| Exhibit 2.1 | Agreement and Plan of Merger, dated as of February 25, 2026, by and among Arrow Financial Corporation, Adirondack Bancorp, Inc. and Arrow Merger Sub, Inc., incorporated by reference to Exhibit 2.1 to Form 8-K filed February 26, 2026 | |||||||
| Exhibit 99.1 | Press Release dated July 1, 2026 | |||||||
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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 hereunto duly authorized.
| ARROW FINANCIAL CORPORATION | ||||||||
| Date: | July 1, 2026 | /s/ Penko Ivanov | ||||||
| Penko Ivanov Chief Financial Officer | ||||||||
1 FOR IMMEDIATE RELEASE Arrow Financial Corporation Completes Strategic Acquisition of Adirondack Bancorp, Inc. GLENS FALLS, N.Y. (July 1, 2026) – Arrow Financial Corporation (NASDAQGS: AROW) (“Arrow” or "AROW"), the parent company of Arrow Bank National Association, today announced the completion of the previously announced strategic acquisition of Adirondack Bancorp, Inc. (“Adirondack”) and its banking subsidiary Adirondack Bank, which was merged with and into Arrow Bank. The combined company has approximately $5.4 billion in total assets, $4.8 billion in total deposits and $4.1 billion in gross loans (based on financial information as of March 31, 2026). This strategic acquisition extends Arrow Bank’s footprint to 57 branches across northeastern New York and into the Mohawk Valley to include Oneida, Herkimer and Franklin counties, while strengthening its commitment to Essex and Clinton counties. David S. DeMarco, Arrow President and CEO, stated, “Today we proudly welcome Adirondack customers, employees and communities to the Arrow Family of Companies. This strategic acquisition brings together two highly complementary community banks with shared values, strong local roots and a commitment to helping individuals, businesses and communities thrive. Together, we are well-positioned to deliver expanded products, services and expertise while maintaining the personalized, community- focused approach that has defined our banks for generations. As Arrow celebrates its 175th anniversary, this milestone reflects our commitment to thoughtful growth expanding our market presence and creating long-term value.” In connection with the closing of the merger, Rocco F. Arcuri Sr., the former President and CEO of Adirondack, has become Senior Vice President, Regional President, Mohawk Valley of Arrow, and was appointed to the Arrow Board of Directors. Arcuri stated, “This marks the beginning of an exciting new chapter for our clients, employees and communities. I am proud to continue serving this market as Regional President and look forward to helping our clients benefit from the products, services and expanded resources that Arrow Bank provides while maintaining the local relationships they value most.” Integration teams will work closely together in the months ahead to ensure a seamless transition. Customers can continue to expect the same personal relationship-based service and local expertise they value today, with additional enhancements and expanded offerings becoming available as integration efforts progress. Beginning July 1, customers will begin to see Arrow Bank branding at Adirondack branch locations and in customer communications. Until the conversion and integration of banking systems to Arrow Bank’s platform later in 2026, customers may continue to see the Adirondack Bank name and logo on certain documents, statements, checks, cards and digital banking platforms during the transition period. Any references to Adirondack Bank after July 1 should be understood to mean Arrow Bank. Additional information about what customers can expect throughout the transition is available at arrowbank.com.
2 About Arrow Financial Corporation Arrow Financial Corporation is a bank holding company headquartered in Glens Falls, New York, providing banking, insurance and wealth management services across northeastern New York and into the Mohawk Valley through its full-service commercial bank Arrow Bank National Association. Arrow Bank, celebrating its 175th anniversary throughout 2026, provides a broad range of financial products, including online and mobile banking, mortgages, commercial loans, investments and more. Other subsidiaries include an insurance company, Upstate Agency, LLC. Arrow’s common stock is traded on the Nasdaq Global Select under the symbol “AROW.” Visit arrowfinancial.com for more information. Forward-Looking Statements The information contained in this press release may contain statements that are not historical in nature but rather are based on management’s beliefs, assumptions, expectations, estimates and projections about the future. These statements can sometimes be identified by Arrow's use of forward-looking words such as "may," "will," "anticipate," "estimate," "expect," or "intend." These statements may be "forward- looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, involving a degree of uncertainty and attendant risk. In the case of all forward-looking statements, actual outcomes and results may differ materially from what the statements predict or forecast, explicitly or by implication because of various factors, including risks relating to the integration of Adirondack following the merger, changes in economic conditions or interest rates, credit risk, inflation, tariffs, cybersecurity risks, changes in FDIC assessments, bank failures, geopolitical events, difficulties in managing the Arrow’s growth, competition, changes in law or the regulatory environment, and changes in general business and economic trends. Arrow undertakes no obligation to revise or update these forward-looking statements to reflect the occurrence of unanticipated events. This press release should be read in conjunction with Arrow’s Annual Report on Form 10-K for the year ended December 31, 2025, and other filings with the SEC. INVESTOR RELATIONS CONTACT: Penko Ivanov Senior EVP, Chief Financial Officer & Treasurer Arrow Financial Corporation (518) 415-4512 penko.ivanov@arrowbank.com MEDIA CONTACTS: Rachael Murray Corporate Communications Professional Arrow Financial Corporation (518) 742-6505 rachael.murray@arrowbank.com Anna Jolly Duval VP, Communications Manager Arrow Financial Corporation (518) 338-6270 anna.duval@arrowbank.com
FAQ
What did Arrow Financial Corporation (AROW) announce in this 8-K filing?
Arrow Financial Corporation announced it has closed its previously announced acquisition of Adirondack Bancorp, Inc. and merged Adirondack Bank into Arrow Bank, creating a combined institution with larger assets, deposits, loans and an expanded branch footprint across northeastern New York and the Mohawk Valley.
How large is Arrow Financial (AROW) after acquiring Adirondack Bancorp?
After the acquisition, the combined company has approximately $5.4 billion in total assets, $4.8 billion in total deposits and $4.1 billion in gross loans, based on March 31, 2026 financial information. The combined bank operates 57 branches across northeastern New York and the Mohawk Valley region.
How does the Adirondack acquisition change Arrow Financial’s (AROW) branch footprint?
The acquisition expands Arrow Bank’s footprint to 57 branches across northeastern New York and into the Mohawk Valley, including Oneida, Herkimer and Franklin counties. It also strengthens Arrow’s presence in Essex and Clinton counties, broadening its community banking reach in upstate New York markets.
What new leadership role was announced in connection with the Arrow (AROW) and Adirondack merger?
Former Adirondack Bank President and CEO Rocco F. Arcuri Sr. became Senior Vice President, Regional President, Mohawk Valley of Arrow Bank and joined Arrow Financial’s Board of Directors. He entered an employment agreement and related arrangements that transferred from Adirondack at closing.
When will Arrow Financial (AROW) complete integration of Adirondack’s banking systems?
Arrow expects to complete the banking system conversion and integration later in 2026. Until then, customers may still see the Adirondack Bank name on certain documents and digital platforms, while Arrow Bank branding will increasingly appear at former Adirondack locations and in customer communications during the transition.
Will Arrow Financial (AROW) provide pro forma financials for the Adirondack acquisition?
Arrow stated it will file required financial statements of the business acquired and related pro forma financial information by an amendment to this report no later than 71 days after the date the current report on Form 8-K is required to be filed with the Securities and Exchange Commission.