Arrow Financial Corp 8-K Filings

Arrow Financial Corporation (AROW) reported that its insurance subsidiary Upstate Agency, LLC, a subsidiary of Arrow Bank National Association, has entered into a definitive agreement to acquire Skene Valley Agency, Inc., an independent insurance agency in Washington County, New York. The transaction is targeted to close by the end of the third quarter of 2026. After the anticipated closing, Skene Valley Agency will merge into Upstate Agency, expanding Upstate’s operations in Washington County and broadening its personal and business insurance solutions.

Management describes the deal as a strategic growth opportunity to deepen Arrow’s presence in Washington County and to support the broader Arrow family of companies. The announcement highlights Upstate Agency’s more than 50 years of service in New York communities and Skene Valley Agency’s local footprint in Granville, Whitehall and Cambridge, New York.

Arrow Financial Corporation reported second-quarter 2026 net income of $11.0 million, or $0.66 per diluted share, compared with $13.5 million and $0.82 in the first quarter of 2026. Excluding $1.0 million of merger-related expenses from the July 1 acquisition of Adirondack Bancorp, adjusted EPS was $0.71. Results reflected a higher provision for credit losses of $2.8 million, including a $1.6 million specific reserve for a single commercial real estate loan following a borrower bankruptcy, modestly lower non-interest income, and slightly lower net interest income of $35.9 million. Fully taxable-equivalent net interest margin was 3.43% versus 3.48% in the prior quarter.

Loans totaled $3.5 billion at June 30, 2026, up $57.6 million in the quarter, driven by commercial growth. Deposits were $3.7 billion, down $358.7 million as $300 million of brokered CDs were replaced with lower-cost Federal Home Loan Bank borrowings and municipal balances declined seasonally. The allowance for credit losses was $36.2 million, or 1.03% of loans; nonperforming loans were $8.3 million, or 0.24% of loans, with annualized net charge-offs of 0.08%. Stockholders’ equity was $446.3 million, tangible book value per share was $25.44, and regulatory capital remained strong with a Common Equity Tier 1 ratio of 13.21% and Total Risk-Based Capital ratio of 14.98%, above “well capitalized” levels.

The Board declared a quarterly cash dividend of $0.30 per share, payable August 25, 2026 to shareholders of record on August 11, 2026. Management also highlighted the completed acquisition of Adirondack Bancorp, which adds approximately $1.0 billion in assets and 19 branches and is expected to provide significant EPS accretion from 2027 onward. For the first half of 2026, insurance revenue rose 12.6% and wealth management revenue increased 9.9% year over year.

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.

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.

Arrow Financial Corporation reported the results of its 2026 Annual Meeting of Shareholders held on June 3, 2026. Shareholders elected four Class A directors to terms expiring in 2029, approved on an advisory basis the Company’s 2025 executive compensation, and ratified Crowe LLP as independent auditor for the fiscal year ending December 31, 2026.

As of the April 6, 2026 record date, 16,526,628 common shares were outstanding and entitled to vote, with 12,946,253 shares, or 78.34% of those eligible, represented at the meeting, constituting a quorum.

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.

Arrow Financial Corporation filed an 8-K after receiving approval from the Office of the Comptroller of the Currency to proceed with its previously announced merger with Adirondack Bancorp, Inc. The companies expect to close the transaction on or around July 1, 2026, subject to Adirondack shareholder approval, additional regulatory approvals or waivers, and other customary conditions.

After completion and systems integration in the fourth quarter of 2026, the combined company is projected to operate under the Arrow brand with approximately $5.4 billion in total assets, $4.8 billion in total deposits and $4.1 billion in gross loans. Arrow highlights the deal as a strategic acquisition that extends its footprint deeper into the Adirondack region and into New York’s Mohawk Valley while adding Adirondack’s client base to Arrow’s broader banking, wealth management and insurance offerings.

Arrow Financial Corporation reported solid first-quarter 2026 results and declared a higher quarterly dividend. Net income was $13.5 million, or $0.82 per diluted share, compared with $14.0 million and $0.85 in the fourth quarter of 2025. Results included about $790 thousand of merger-related expenses tied to the pending Adirondack Bancorp acquisition; excluding these, core EPS was $0.85, matching the prior quarter and described as a record operating result.

Net interest income rose to $36.1 million and the fully tax-equivalent net interest margin improved to 3.48% from 3.25%, helped by higher earning-asset yields and lower funding costs. Return on average assets was 1.23% (1.29% core), and the efficiency ratio was 59.89% (58.13% core). Credit quality remained strong, with net charge-offs of 0.10% of average loans and nonperforming loans at 0.13% of total loans.

Total assets reached $4.5 billion, loans were $3.4 billion, and deposits were $4.0 billion, supported by seasonal municipal inflows. Regulatory capital stayed well above “well capitalized” levels, including a Common Equity Tier 1 ratio of 13.30%. The Board declared a quarterly cash dividend of $0.30 per share, payable May 26, 2026, to shareholders of record on May 12, 2026.

Arrow Financial Corporation agreed to acquire Adirondack Bancorp, Inc. in a stock-and-cash merger that expands Arrow’s community banking footprint across upstate New York, including the Mohawk Valley and additional Adirondack markets.

Each Adirondack share will be converted into 1.8610 Arrow shares plus $18.72 in cash, implying total consideration of about $89.1 million based on Arrow’s share price on February 25, 2026. The combined company is projected to have about $5.4 billion in assets, $4.8 billion in deposits and $4.1 billion in gross loans, with management targeting roughly 18% cash EPS accretion in 2027, a 20% internal rate of return and a tangible book value per share earnback period of 2.9 years. Adirondack’s CEO, Rocco Arcuri Sr., will become Regional President and join Arrow’s and Arrow Bank’s boards, while voting and lock-up agreements from key Adirondack shareholders are designed to support deal approval and manage post-closing share sales. Closing is contingent on Adirondack shareholder approval and customary banking regulatory approvals.

Arrow Financial Corporation filed a current report outlining several shareholder updates. The company furnished an earnings press release with unaudited financial information and discussion for the year-to-date period ended December 31, 2025, and also provided a Fourth Quarter 2025 investor presentation reviewing financial results and trends.

The report notes that Director Elizabeth A. Miller plans to retire from the Board after completing her current term, which ends at the 2026 Annual Meeting. The Board also declared a quarterly cash dividend of $0.30 per share, payable on February 25, 2026, to shareholders of record as of February 11, 2026.

Arrow Financial Corporation reported that its Board of Directors appointed Darrin Jahnel as a director on November 25, 2025. Jahnel is the founder and CEO of Jahnel Group, a 150-person software consulting firm based in Schenectady, New York, and has more than 25 years of experience building and scaling technology companies. He also founded InfoLink, an R&D tax credit company, and acquired LTI, a 40-person software firm. He will not initially serve on any Board committees, and there are no arrangements or related party transactions involved in his election. Jahnel will receive compensation in line with Arrow’s existing director compensation policy as described in its most recent proxy statement filed on April 24, 2025.

Arrow Financial Corporation reported that the U.S. District Court for the Northern District of New York has preliminarily approved a Stipulation and Agreement of Settlement resolving a shareholder derivative complaint. The court has scheduled a final approval hearing for January 12, 2026.

The company stated the settlement has no material financial impact on its results of operations or financial position. Arrow has posted the Notice of Pendency and Proposed Settlement and the full settlement agreement on its Investor Relations website and issued a press release, which are included as exhibits to this report.

Arrow Financial Corporation announced routine updates. The company furnished unaudited financial information and discussion for the quarter ended September 30, 2025, along with a Third Quarter 2025 investor presentation (Exhibits 99.1 and 99.2). These materials are furnished, not filed, and are incorporated by reference.

The Board declared a quarterly cash dividend of $0.29 per share, payable on November 24, 2025 to shareholders of record on November 12, 2025. This maintains cash returns to shareholders while the company provides its Q3 2025 performance overview through the accompanying press release and presentation.

Arrow Financial Corporation filed an 8-K to disclose several capital-return actions and furnish its Q2-25 financial information.

• Item 2.02 / 7.01: The company released an earnings press release and an investor presentation for the quarter ended 30-Jun-2025 (Exhibits 99.1 & 99.2). No numeric results are included in the filing itself.
• Item 8.01: On 23-Jul-2025 the Board declared a $0.29/share quarterly cash dividend, payable 25-Aug-2025 to holders of record on 11-Aug-2025.
• The Board also authorized management to repurchase up to an additional $5 million of AROW common stock through open-market or private transactions.

No other material events, financial statements or guidance were provided in this report.