Arrow Financial (AROW) posts higher 2025 profitability and plans Adirondack Bancorp acquisition
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Arrow Financial Corporation used a shareholder meeting presentation to highlight a strong 2025 and its pending acquisition of Adirondack Bancorp. The company reported 2025 earnings per share of $2.65, return on average assets of 1.00% and return on average equity of 10.66%, supported by a fully taxable equivalent net interest margin of 3.19% and tangible book value per share of $24.71, up 10.3% year over year. Net charge-offs were 0.19% and non-performing loans were $8 million, or 0.24% of total loans, reflecting solid credit quality. Loans grew to $3.45 billion and deposits to $3.64 billion by 2025. For first quarter 2026, Arrow reported net income of $13.5 million, or $0.82 per share, with a net interest margin of 3.48% and return on assets of 1.23%. The company emphasized strong capital ratios and continued dividend growth. Arrow also described its agreement to acquire Adirondack Bancorp, Inc., which has about $950 million in assets and 19 branches, leading to pro forma assets of approximately $5.4 billion, deposits of $4.8 billion and gross loans of $4.1 billion as of December 31, 2025, after receiving approval from its primary regulator.
Positive
- Transformative regional acquisition: Arrow’s planned purchase of Adirondack Bancorp, Inc. adds about $950 million in assets and 19 branches, increasing pro forma assets to roughly $5.4 billion and expanding the bank’s footprint and scale.
- Improved profitability and capital: 2025 EPS of $2.65, ROA of 1.00%, ROE of 10.66%, a 3.19% net interest margin, tangible book value per share up 10.3% year over year, and capital ratios comfortably above regulatory minimums indicate stronger financial performance.
Negative
- None.
Insights
Arrow pairs stronger fundamentals with a sizable in-market acquisition.
Arrow Financial is showcasing improved profitability metrics in 2025 and early 2026 while executing a meaningful bolt-on deal. EPS reached $2.65 in 2025 with 1.00% ROA and 10.66% ROE, supported by a 3.19% net interest margin and rising tangible book value.
First quarter 2026 results reinforce the trend: net income of $13.5 million, EPS of $0.82, FTE NIM of 3.48% and ROA of 1.23%, alongside low net charge-offs and $4.4 million of non-performing loans. Capital ratios remain comfortably above minimum regulatory requirements.
The announced acquisition of Adirondack Bancorp adds roughly $950 million of assets and 19 branches, lifting pro forma assets to about $5.4 billion. Actual outcomes will depend on integration execution, cost control and credit performance across the combined loan portfolio, which investors can evaluate through subsequent quarterly and merger-related disclosures.
8-K Event Classification
2 items: 7.01, 9.01
2 items
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
Total assets: $4.5 billion
2025 EPS: $2.65 per share
2025 ROA: 1.00%
+5 more
8 metrics
Total assets
$4.5 billion
Arrow Financial assets as of 2025
2025 EPS
$2.65 per share
Earnings per share for full year 2025
2025 ROA
1.00%
Return on average assets for 2025
2025 ROE
10.66%
Return on average equity for 2025
FTE Net Interest Margin 2025
3.19%
Fully taxable equivalent net interest margin 2025
Tangible book value per share
$24.71
Year-end 2025 TBV/share, up 10.3% YoY
1Q 2026 net income
$13.5 million
Net income for first quarter 2026
Pro forma total assets
$5.4 billion
Combined Arrow and Adirondack as of 12/31/2025
Key Terms
Net Interest Margin, Return on Average Assets, Common Equity Tier 1 Capital, non-performing loans, +2 more
6 terms
Net Interest Margin financial
"Record FTE NIM 3.19% 2025 Return on Average Equity 10.66%"
Net interest margin measures how much a bank earns from lending and investing compared with what it pays for funding, expressed as a percentage of its interest-earning assets. Think of it like a grocery store’s markup: it shows the gap between buying cost and selling price per dollar of goods — here, the cost is interest paid and the sale is interest received. Investors watch it because a higher margin usually means a bank is more profitable and better at managing interest rate and credit conditions.
Return on Average Assets financial
"Return on Average Assets 1.00% Earnings Per Share $2.65"
Return on average assets (ROAA) measures how efficiently a company turns its assets into profit by comparing profit after expenses to the average value of its assets over a period (usually the average of beginning and ending assets). It matters to investors because it shows how well management uses the company’s resources to generate returns—think of it as how much profit a baker earns from the oven space they actually used over time.
Common Equity Tier 1 Capital financial
"Select Capital Ratios – Arrow Minimum Regulatory Capital Ratios Common Equity Tier 1 Capital"
Core capital a bank holds consisting mainly of common shares and retained profits that can absorb losses without forcing the bank to sell assets or seek emergency help; items that can’t reliably cover losses are excluded. Think of it as the bank’s shock-absorbing cushion: a higher common equity tier 1 (CET1) level and ratio means regulators and investors view the bank as better able to survive bad loans or market shocks, so it signals lower risk to shareholders and creditors.
non-performing loans financial
"NPLs $8; 0.24% of Total Loans 2025 saw strong growth"
Loans on a bank’s books where the borrower has stopped making scheduled payments for a prolonged period (commonly about 90 days), so the lender no longer expects full repayment on time. Think of them as overdue IOUs that may never be paid back; a rising level of such loans weakens a lender’s earnings and balance sheet, signals greater credit risk in the economy, and can hurt investors through lower dividends, loan losses, or declines in the lender’s stock value.
efficiency ratio financial
"Efficiency ratio just below 60%; 58.1% excl. MRE"
A measure of how much a company spends to produce each dollar of revenue, usually shown as operating expenses divided by revenue and expressed as a percentage. Think of it as a household’s budget: a lower percentage means more of each dollar earned stays as profit, while a higher number means costs are eating into returns. Investors use it to judge cost control and compare how efficiently companies turn revenue into earnings, especially in banks and financial firms.
proxy statement/prospectus regulatory
"The registration statement includes a proxy statement of Adirondack, which also constitutes a prospectus of Arrow"
A proxy statement or prospectus is a document that companies send to shareholders to provide important information about upcoming decisions or investments, such as voting on company issues or offering new shares to the public. It helps investors understand the details and risks involved, enabling them to make informed choices about their ownership or involvement with the company.
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: June 3, 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 7.01. Regulation FD Disclosure.
Arrow Financial Corporation (the "Company") made available an annual meeting presentation to its shareholders at its Annual Meeting held on June 3, 2026.
A copy of the presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information furnished in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information shall not be deemed incorporated by reference into any other filing with the Securities and Exchange Commission made by the Company, regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
Exhibit 99.1 Arrow Financial Corporation Annual Meeting of Shareholders presentation materials dated June 3, 2026
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 | ||||||||
| Registrant | ||||||||
| Date: | June 3, 2026 | /s/ Penko Ivanov | ||||||
| Penko Ivanov | ||||||||
| Chief Financial Officer | ||||||||
Annual Meeting of Shareholders June 3, 2026
Welcome
Today’s Agenda Welcome Arrow Overview Business Meeting Financials Positioned for Growth Closing
Safe Harbor Statement The information in this presentation may contain statements regarding management’s beliefs, assumptions, expectations, estimates and/or projections about Arrow’s future results and financial condition. Such "forward-looking statements," as defined in Section 21E of the Securities Exchange Act of 1934, as amended, involve a degree of uncertainty and attendant risk. Actual outcomes and results may differ, explicitly or by implication. We are not obliged to revise or update these statements to reflect unanticipated events. This document 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 Securities and Exchange Commission.
Merger Related Disclaimers Additional Information and Where to Find It In connection with the proposed transaction, Arrow has filed a registration statement on Form S-4 with the U.S. Securities and Exchange Commission (the “SEC”) to register the shares of Arrow common stock to be issued in connection with the proposed transaction. The registration statement includes a proxy statement of Adirondack, which also constitutes a prospectus of Arrow, that has been sent to shareholders of Adirondack seeking certain approvals related to the proposed transaction. Arrow may file with the SEC other relevant documents concerning the proposed transaction. This communication does not constitute an offer to sell or a solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any offer or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ARROW, ADIRONDACK, AND THE PROPOSED TRANSACTION. Investors and shareholders will be able to obtain a free copy of the registration statement, including the proxy statement/prospectus, as well as other relevant documents filed with the SEC containing information about Arrow, without charge, at the SEC’s website www.sec.gov. Copies of documents filed with the SEC by Arrow will be made available free of charge in the “Documents” section of Arrow’s website, www.arrowfinancial.com, under the heading “Filings.” The information on Arrow’s website is not, and shall not be deemed to be, a part of this communication or incorporated into other filings Arrow makes with the SEC. Participants in Solicitation Adirondack, Arrow, and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders of Adirondack in respect of the proposed transaction under the rules of the SEC. Information regarding Arrow’s directors and executive officers is available in its definitive proxy statement, which was filed with the SEC on April 23, 2026 and certain other documents filed by Arrow with the SEC. Other information regarding the participants in the solicitation of proxies in respect of the proposed transaction and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the proxy statement/prospectus and other relevant materials filed or to be filed with the SEC.
Acknowledgements Annual Meeting Technical Support Justin Murberg, CPA Audit Senior Manager Frank Arren Inspector of Elections Benjamin M. Azoff Attorneys
Arrow Overview
Our Family of Companies
Our Market as of April 30, 2026 Insurance Offices Bank Branches 938 • $4.5 billion in assets • 575 plus employees • Primary service area population of more than 1.1 million
Our Philanthropy
Welcome, Mr. Jahnel Darrin M. Jahnel CEO and Co-Founder, Jahnel Group Effective November 25, 2025
Thank You, Ms. Miller Elizabeth A. Miller President and CEO, Miller Mechanical Services, Inc.
Our Directors David S. DeMarco President and CEO, Arrow Financial Corporation Colin L. Read, PhD Professor – Department of Economics and Finance, SUNY Plattsburgh James M. Dawsey President, MLB Construction Services, LLC Raymond F. O’Conor Retired President and CEO, Saratoga National Bank Dr. Kristine D. Duffy Strategic Advisor, Behan Communications Daniel J. White Retired Managing Partner, KPMG LLP Albany Mark L. Behan Founder and President, Behan Communications, Inc. David G. Kruczlnicki Retired President and CEO, Glens Falls Hospital Tenée R. Casaccio, AIA Chair Managing Principal, JMZ Architects and Planners, P.C. Darrin M. Jahnel CEO and Co-Founder, Jahnel Group Gregory J. Champion Retired Chief Legal Officer, Syncromune, Inc. Philip Morris CEO, Proctors Collaborative
Our Executive Management Michael Jacobs EVP and Chief Information Officer Penko K. Ivanov SEVP, Chief Financial Officer, Treasurer and Chief Accounting Officer David S. DeMarco President and CEO Brooke M. Pancoe EVP and Chief Human Resources Officer Marc J. Yrsha SEVP and Chief Banking Officer Andrew J. Wise SEVP and Chief Risk Officer
Our Senior Management Douglas Thorn SVP and Director of Insurance Operations Leslie Munger SVP and Director of Compliance and Risk Ginny Sullivan SVP and Director of Residential Lending Kurt Moser SVP and Director of Corporate Banking Wendy Lanzone SVP and CEX Director of Deposit and Loan Services Dave Riihimaki SVP and Director of Credit Administration Annette Reitano SVP and Director of Marketing and Communications Ian Williams SVP and Director of Retail and Business Banking Arleen Girard SVP and Director of Business Services Scott Duggleby SVP and Director of Wealth Management Ryan Case SVP and Capital Region Market Executive Wendy Brust SVP and Director of Information Technology Candice Healy SVP and Director of Retail Banking Harry Kabalian SVP and Director of Financial Planning & Analysis and Treasury Alex Rusate SVP and Director of Internal Audit Amy Merchant SVP and Director of Employee Total Rewards
Business Meeting
2026 Shareholder Voting Proposals 1. The election of four Class A Directors to three (3) year terms, each to serve until their successor has been duly elected and qualified. 2. Advisory approval of our 2025 executive compensation (“Say-on-Pay”). 3. Ratification of the selection of Crowe LLP ("Crowe") as our independent auditor for 2026.
Financials
2025 Financial Highlights 2025 was a transformative year, delivering substantial EPS growth, ROA of 1.00% and expanded Net Interest Margin to almost 3.20%. 2025 also marked a return to double- digit Return on Equity for Arrow, Net charge-offs below 20 bps and strong credit metrics.
20 Financial information provided in this document is unaudited. Return on Average Assets 1.00% Earnings Per Share $2.65 Record FTE NIM 3.19% 2025 Return on Average Equity 10.66% TBV/Share $24.71; +10.3% YoY Net Charge-Offs 0.19% NPLs $8.5M; 0.24% of Total Loans 2025 saw strong growth in EPS, ROA, NIM and TBV 2025 Summary 1 The financial summary includes certain previously disclosed non-GAAP measures commonly accepted and widely used within the banking industry. Refer to the Arrow’s Annual Report on Form 10-K for a reconciliation of any non-GAAP measures. 1
$2,668 $2,983 $3,207 $3,392 $3,453 2021 2022 2023 2024 2025 Loans Loans and Deposits Dollars in millions History of strong performance Total loans do not include FV hedge mark of $5.8M and $2.2M in 2023 and 2024, respectively. $3,550 $3,498 $3,513 $3,558 $3,639 2021 2022 2023 2024 2025 Deposits 0.6% CAGR 6.7% CAGR Deposits do not include brokered deposits.
Key Metrics 1.28% 1.21% 0.74% 0.70% 1.00% 2021 2022 2023 2024 2025 Return on Average Assets 14.09% 13.55% 8.29% 7.72% 10.66% 2021 2022 2023 2024 2025 Return on Average Equity $0.96 $1.03 $1.07 $1.09 $1.14 2021 2022 2023 2024 2025 Cash Dividends Paid Per Share $2.92 $2.86 $1.77 $1.77 $2.65 2021 2022 2023 2024 2025 Reported EPS
Strong Capital Position 9.68% 13.10% 13.74% 14.86% 9.19% 4.00% 4.50% 6.00% 8.00% 0% 2% 4% 6% 8% 10% 12% 14% 16% Tier 1 Leverage Ratio Common Equity Tier 1 Capital Tier 1 Risk-Based Capital Total Risk-Based Capital Tangible Common Equity Select Capital Ratios – Arrow Minimum Regulatory Capital Ratios 2025 $371 $354 $380 $401 $432 2021 2022 2023 2024 2025 Stockholders’ Equity
1Q 2026 Performance
1Q 2026 Highlights ➢ 1Q26 Net Income of $13.5 million, or $0.82 EPS • 1Q26 EPS driven by NIM expansion (loan & deposit repricing, reinvestment rate on AFS securities) • 1Q26 included ~$800k for pre-tax merger-related expenses (MRE); lowering Core EPS of $0.85 by $0.03 • 1Q26 Effective Tax Rate (ETR) of 22.5%; Expecting lower ETR for full year 2026 as tax planning strategies are implemented • Efficiency ratio just below 60%; 58.1% excl. MRE ➢ FTE 1Q26 NIM 3.48% vs. 3.25% for 4Q25 ➢ 1Q26 ROA of 1.23% • Impacted by 6bps due to MRE ➢ Strong credit metrics • Annualized net charge-offs of 10bps • $4.4 million (13bps) of non-performing loans ➢ Cost of Retail Deposits decreased by 11bps in 1Q26 to 1.62% ➢ Arrow announced acquisition of Adirondack Bancorp, Inc. • ~ $950 million in assets • 19 branch locations • Received approval from our primary regulator the OCC
1Q 2026 Financial Summary $24.71 $25.09 4Q25 1Q26 Fully Diluted Tangible Book Value 3.25% 3.48% 4Q25 1Q26 FTE Net Interest Margin (NIM) 1.24% 1.29% 4Q25 1Q26 Core Return on Assets $3,639 $3,714 4Q25 1Q26 Deposit Balances Dollars in millions Deposits exclude $300M of brokered certificate of deposits $0.85 $0.85 4Q25 1Q26 Core Earnings per Share 9.19% 9.22% 4Q25 1Q26 Tangible Common Equity 1 The financial summary includes certain previously disclosed non-GAAP measures commonly accepted and widely used within the banking industry. Refer to the Arrow’s 1st Quarter Report on Form 10-Q for a reconciliation of any non-GAAP measures. 1
Positioned for Growth
Overall Strong Performance Unified Our Brand Expanded Our Presence Enhanced Security Delivered Strong Financial Performance
One Bank. One Arrow.
Investing in Our Branch Network • Our branches remain central to the Arrow experience. • Fully renovated our Queensbury branch in 2025. • We will continue to invest in our locations to ensure our branches reflect the strength of our brand and provide the best environment for personalized service.
Launched Digital Wallet available on Apple Pay , Google Pay or Samsung Wallet , giving customers enhanced convenience and flexibility in how they manage and access their accounts Advancing Technology One Bank Weekend unified our banking systems, enabling greater efficiency, consistency and scalability ® Achieved 2.25 million website sessions, a 23% increase year over year Expanded social media presence with the launch of our Instagram, Facebook and YouTube channels consolidated for Arrow Bank ®
Safer Banking, Stronger Communities Launched an expanded fraud education center Offer accessible fraud tools and resources to help customers stay informed Fraud prevention is a key pillar of our social media strategy Share timely alerts, tips and educational content We remain committed to safer banking, together Fraud Center Tools & Resources Fraud Prevention Education Our Commitment
Expanding Wealth and Insurance Solutions • Growing our Wealth Management and Insurance businesses remains a key strategic priority • Following the 2024 acquisitions of assets from A&B Agency, Inc., our Upstate Agency team successfully integrated the new book of business while maintaining 100% client retention • Our Wealth Management team continued to expand its reach, providing personalized financial planning, investment management and retirement services to individuals, families and businesses across our footprint
Celebrating 175 Years
Strategic Merger and Acquisition to acquire
What This Means for Arrow Bank Greater competitive advantage and new market growth Remain focused on community banking and increase our impact even more Opportunities for staff to expand skillsets and widen their roles Great time to be an Arrow shareholder
Combined Footprint Our combined footprint shows Arrow’s commitment to the Adirondack region while expanding into the Mohawk Valley. • Arrow Financial Corp. (38) • Adirondack Bancorp, Inc. (20)
Combined Pro Forma Financials as of 12/31/2025 • Total assets $5.4 billion • Total deposits $4.8 billion • Total gross loans of $4.1 billion • Arrow’s total assets will increase by approximately $1 billion Arrow’s total assets will be approximately $5.4 billion
Welcome, Rocco F. Arcuri, Sr. Rocco F. Arcuri, Sr. Current Adirondack President and CEO
Awards 76CONSECUTIVE QUARTERS Arrow Bank Ranked third in Capital Region deposit rankings Arrow Bank PR Daily 2025 Marketing Awards Finalist for Best Rebrand or Refresh Arrow Bank
Our Team
Annual Meeting of Shareholders June 3, 2026
FAQ
How did Arrow Financial (AROW) perform financially in 2025?
Arrow reported 2025 EPS of $2.65, return on average assets of 1.00% and return on average equity of 10.66%. Net interest margin was 3.19% and tangible book value per share reached $24.71, growing 10.3% year over year.
What were Arrow Financial’s key credit quality metrics for 2025?
Arrow highlighted net charge-offs of 0.19% and non-performing loans of $8 million, equal to 0.24% of total loans. These figures suggest relatively low credit losses and a limited level of problem loans in the 2025 portfolio.
What did Arrow Financial (AROW) report for first quarter 2026 results?
For 1Q 2026, Arrow reported net income of $13.5 million, or $0.82 EPS. Fully taxable equivalent net interest margin was 3.48%, return on assets was 1.23%, and the efficiency ratio was just below 60%, excluding merger-related expenses.
What is the size of Arrow Financial’s announced Adirondack Bancorp acquisition?
Arrow announced an acquisition of Adirondack Bancorp, Inc., which has about $950 million in assets and 19 branch locations. Pro forma as of December 31, 2025, the combined company would have approximately $5.4 billion in total assets.
How large are Arrow Financial’s loans and deposits after recent growth?
By 2025, Arrow’s total loans reached about $3.45 billion and deposits were roughly $3.64 billion, excluding brokered deposits. These figures reflect loan and deposit growth over several years and form the base for its pro forma combination with Adirondack.
What capital ratios did Arrow Financial report around year-end 2025?
Arrow cited select capital ratios including a Tier 1 leverage ratio of 9.68%, Common Equity Tier 1 capital ratio of 13.10% and Total risk-based capital ratio of 14.86%, all above minimum regulatory capital requirements disclosed in the presentation.