Arrow Financial (NASDAQ: AROW) director exercises options, uses shares for taxes

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Arrow Financial Corp director Mark Behan exercised stock options and had shares withheld for taxes. On 2026-06-18, he exercised options for 1,061 shares of common stock at $33.78 per share and delivered 923 shares at $38.80 per share to cover tax obligations. After these compensation-related transactions, he directly held 10,277 shares of Arrow Financial common stock.

Insider Trade Summary

1,061 shares exercised/converted

Mixed 3 txns

Insider Behan Mark

Role null

Type	Security	Shares	Price	Value
Exercise	Director Stock Option (Right to Buy)	1,061	$0.00	--
Exercise	Common Stock	1,061	$33.78	$36K
Tax Withholding	Common Stock	923	$38.80	$36K

Holdings After Transaction: Director Stock Option (Right to Buy) — 0 shares (Direct, null); Common Stock — 10,277 shares (Direct, null)

Footnotes (1)

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Key Figures

Option exercise shares: 1,061 shares Option exercise price: $33.78 per share Tax-withholding shares: 923 shares +3 more

6 metrics

Option exercise shares 1,061 shares Common stock acquired via option exercise on June 18, 2026

Option exercise price $33.78 per share Conversion or exercise price for 1,061 common shares

Tax-withholding shares 923 shares Shares delivered for tax liability at $38.80 per share

Tax-withholding price $38.80 per share Value used for 923-share tax-withholding disposition

Shares after transactions 10,277 shares Total Arrow Financial common stock held directly after June 18, 2026

Exercised option expiration January 26, 2032 Expiration date of director stock option exercised

Key Terms

tax-withholding disposition, derivative exercise/conversion, Director Stock Option (Right to Buy), exercise or conversion of derivative security, +1 more

5 terms

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

derivative exercise/conversion financial

"transaction_action: "derivative exercise/conversion""

Director Stock Option (Right to Buy) financial

"security_title: "Director Stock Option (Right to Buy)""

exercise or conversion of derivative security financial

"transaction_code_description: "Exercise or conversion of derivative security""

payment of exercise price or tax liability by delivering securities financial

"transaction_code_description: "Payment of exercise price or tax liability by delivering securities""

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/23/2026 - 04:02 PM Accepted by SEC EDGAR 06/23/2026 - 04:02 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Behan Mark

(Last)

(First)

(Middle)

18 INGERSOL ROAD

(Street)

SARATOGA SPRINGS

NEW YORK

12866

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
ARROW FINANCIAL CORP [ AROW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/18/2026		M		1,061	A	$33.78	10,277	D
Common Stock	06/18/2026		F		923	D	$38.8	9,354	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Director Stock Option (Right to Buy)	$33.78	06/18/2026		M			1,061	⁽¹⁾	01/26/2032	Common Stock	1,061	$0	0	D

Explanation of Responses:

1. The options vests in four equal installments beginning January 26, 2023

Remarks:

	Penko Ivanov, Attorney in Fact	06/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Arrow Financial (AROW) director Mark Behan report?

Director Mark Behan reported exercising options for 1,061 Arrow Financial common shares and a related tax-withholding disposition of 923 shares, both dated June 18, 2026. These are compensation-linked transactions, not open-market purchases or sales.

Did Mark Behan buy or sell Arrow Financial (AROW) shares on the open market?

The filing does not show any open-market buy or sell. It reports an option exercise for 1,061 shares and a tax-withholding disposition of 923 shares to satisfy obligations tied to equity compensation.

How many Arrow Financial (AROW) shares does Mark Behan hold after this Form 4?

Following the June 18, 2026 option exercise and tax withholding, Mark Behan directly holds 10,277 shares of Arrow Financial common stock, as reported in the Form 4’s post-transaction ownership fields.

What does the tax-withholding disposition mean in the Arrow Financial (AROW) Form 4?

The tax-withholding disposition reflects 923 Arrow Financial shares delivered at $38.80 each to cover tax liabilities related to equity compensation. It is not an open-market sale but a mechanism to satisfy tax obligations.

What was the exercise price of Mark Behan’s Arrow Financial (AROW) stock options?

The director stock option exercised on June 18, 2026 had a conversion or exercise price of $33.78 per share, covering 1,061 underlying Arrow Financial common shares, according to the derivative transaction details.