Arrow Financial clears key approvals for Adirondack deal

Arrow Financial Corporation reports major progress on its planned acquisition of Adirondack Bancorp.

Rhea-AI Filing Summary

Arrow Financial Corporation reports major progress on its planned acquisition of Adirondack Bancorp. Arrow and Adirondack previously signed an Agreement and Plan of Merger on February 25, 2026, under which Adirondack will merge into Arrow, followed by a bank-level merger of their subsidiaries.

At a special meeting on June 9, 2026, Adirondack stockholders approved the merger. On June 10, 2026, the New York State Department of Financial Services approved the transaction and Arrow received a waiver from filing an application with the Federal Reserve Bank of New York. The Office of the Comptroller of the Currency had already approved the transaction on June 1, 2026.

Subject to satisfaction of customary closing conditions in the merger agreement, Arrow anticipates completing the overall transaction, including the holding company and bank mergers, on July 1, 2026. The companies note that these expectations are forward-looking and subject to risks and uncertainties.

Insights

Bank M&A and regulatory analyst

Arrow’s Adirondack acquisition clears key shareholder and regulatory hurdles.

Arrow Financial is advancing its acquisition of Adirondack Bancorp. The merger agreement was signed on February 25, 2026, and the deal structure includes both a holding company merger and a subsequent bank-level merger of Adirondack Bank into Arrow Bank National Association.

On June 9, 2026, Adirondack stockholders approved the merger, removing a major governance condition. Regulatory progress is notable: the New York State Department of Financial Services approved the transaction on June 10, 2026, Arrow obtained a waiver from filing with the Federal Reserve Bank of New York, and the Office of the Comptroller of the Currency granted approval on June 1, 2026.

The parties now target a July 1, 2026 closing, subject to customary closing conditions in the merger agreement. The filing emphasizes that statements about timing and completion are forward-looking and subject to risks and uncertainties, so the actual closing will depend on those conditions being fully satisfied.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Merger agreement date: February 25, 2026 Shareholder approval date: June 9, 2026 NYDFS approval date: June 10, 2026 +2 more

5 metrics

Merger agreement date February 25, 2026 Agreement and Plan of Merger signed

Shareholder approval date June 9, 2026 Adirondack stockholders approved merger

NYDFS approval date June 10, 2026 New York State Department of Financial Services approval

OCC approval date June 1, 2026 Office of the Comptroller of the Currency approval

Anticipated closing date July 1, 2026 Planned completion of transaction, subject to conditions

Key Terms

Agreement and Plan of Merger, Bank Merger, Office of the Comptroller of the Currency, forward-looking statements, +1 more

5 terms

Agreement and Plan of Merger regulatory

"Arrow Financial Corporation entered into an Agreement and Plan of Merger with Adirondack Bancorp, Inc."

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Bank Merger regulatory

"Adirondack Bank will merge with and into Arrow Bank National Association, the “Bank Merger”."

Office of the Comptroller of the Currency regulatory

"the Office of the Comptroller of the Currency has also approved the proposed Transaction."

A U.S. federal regulator that oversees and enforces rules for nationally chartered banks and federal savings associations, acting like a referee to make sure those institutions operate safely and follow banking laws. Investors care because the agency’s supervision, rule changes, or enforcement actions can affect a bank’s safety, profitability, lending ability and legal risks — all of which influence the value and stability of bank stocks and related financial assets.

forward-looking statements regulatory

"includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995."

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.

special meeting of the stockholders financial

"On June 9, 2026, at a special meeting of the stockholders of Adirondack, stockholders voted to approve the Merger."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction between Arrow Financial (AROW) and Adirondack Bancorp is described?

Arrow Financial plans to acquire Adirondack Bancorp under an Agreement and Plan of Merger signed February 25, 2026. Adirondack will merge into Arrow, followed by a bank-level merger of Adirondack Bank into Arrow Bank National Association, creating a combined banking organization under Arrow.

Did Adirondack Bancorp stockholders approve the Arrow Financial merger?

Yes. Adirondack Bancorp stockholders approved the merger with Arrow Financial at a special meeting held June 9, 2026. This vote satisfies a key shareholder condition required by the merger agreement before closing the holding company merger and subsequent bank-level combination.

What regulatory approvals has the Arrow–Adirondack merger received?

The New York State Department of Financial Services approved the transaction on June 10, 2026, and the Office of the Comptroller of the Currency approved it on June 1, 2026. Arrow also received a waiver from filing an application with the Federal Reserve Bank of New York for this merger.

When is Arrow Financial expecting to close the Adirondack Bancorp transaction?

Arrow Financial anticipates completing the transaction on July 1, 2026, subject to satisfaction of customary closing conditions in the merger agreement. This expected date applies to both the holding company merger and the related bank-level merger of Adirondack Bank into Arrow Bank National Association.

What banks are involved in the bank merger tied to Arrow’s acquisition of Adirondack?

Following the holding company merger, Adirondack Bank, a wholly owned subsidiary of Adirondack Bancorp, will merge into Arrow Bank National Association, a wholly owned subsidiary of Arrow Financial. Arrow Bank National Association will be the surviving bank after completion of this bank merger transaction.

Are Arrow Financial’s statements about the Adirondack merger considered forward-looking?

Yes. Statements about the terms, timing, and closing of the Arrow–Adirondack transaction are described as forward-looking. They are based on current management beliefs and expectations and are subject to significant risks, uncertainties, and factors outside the parties’ control that could cause different outcomes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/11/2026 - 07:59 AM EDT Learn about SEC filing dates

0000717538FALSE00007175382026-06-092026-06-09

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 9, 2026

(Date of earliest event reported)

ARROW FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

New York			0-12507			22-2448962
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

250 Glen Street

Glens Falls

New York

12801

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code:

518

745-1000

(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
Common Stock, Par Value $1.00 per share			AROW			NASDAQ Global Select Market

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 8.01. Other Events.

As previously announced, on February 25, 2026, Arrow Financial Corporation, a New York corporation ("Arrow") entered into an Agreement and Plan of Merger (the “Agreement”) with Adirondack Bancorp, Inc., a New York corporation (“Adirondack”) and Arrow Merger Sub, Inc. (“Merger Sub”), a Maryland corporation and wholly owned subsidiary of Arrow. Subject to the terms and conditions of the Agreement, which has been approved by the boards of directors of each party, and pursuant to which, among other things, Adirondack will merge with and into Arrow, with Arrow as the surviving corporation (collectively the “Merger”). Following the Merger, Adirondack Bank, the wholly-owned subsidiary of Adirondack, will merge with and into Arrow Bank National Association and a wholly-owned subsidiary of Arrow (“Arrow Bank”), with Arrow Bank as the surviving bank (the “Bank Merger” and, together with the Merger, the “Transaction”).

On June 9, 2026, at a special meeting of the stockholders of Adirondack, Adirondack stockholders voted to approve the Merger.

On June 10, 2026, New York State Department of Financial Services issued their approval of the proposed Transaction and Arrow received a waiver from filing an application with the Federal Reserve Bank of New York in connection with the Merger. As previously announced on June 1, 2026, the Office of the Comptroller of the Currency has also approved the proposed Transaction.

Subject to the satisfaction of customary closing conditions in the Agreement, the Transaction is anticipated to be completed on July 1, 2026.

Forward-Looking Statements

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including with respect to (or based on) the beliefs, goals, intentions, and expectations of Arrow and Adirondack regarding the proposed Transaction and other matters that are not historical facts.

Forward–looking statements are typically identified by such words as “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “will,” “should,” and other similar words and expressions, and are subject to numerous assumptions, risks, and uncertainties, which change over time. Forward-looking statements include, without limitation, those relating to the terms, timing and closing of the proposed Transaction. Additionally, forward-looking statements speak only as of the date they are made; Arrow and Adirondack do not assume any duty, and do not undertake, to update such forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events, or otherwise. Furthermore, because forward-looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those indicated in or implied by such forward-looking statements as a result of a variety of factors, many of which are beyond the control of Arrow and Adirondack. Such statements are based upon the current beliefs and expectations of the management of Adirondack and Arrow and are subject to significant risks and uncertainties outside of the control of the parties. Caution should be exercised against placing undue reliance on forward-looking statements.

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:			June 11, 2026			/s/ Penko Ivanov
						Penko Ivanov Chief Financial Officer

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