ARROW FINANCIAL CORP SEC Filings

Arrow Financial Corp director Philip C. Morris reported routine equity transactions involving company stock. He exercised director stock options to acquire 546 shares of common stock at $27.04 per share, leaving him with 8,108 shares reported following this transaction. He also completed an optional cash purchase of 27 shares at $36.69 per share under the company’s dividend reinvestment plan, categorized as an “other” transaction. These actions reflect compensation-related option exercise and reinvestment activity rather than open-market buying or selling.

Arrow Financial Corporation and Adirondack Bancorp, Inc. have agreed to merge under an Agreement and Plan of Merger dated February 25, 2026. At the effective time, each share of Adirondack common stock will be converted into 1.8610 shares of Arrow common stock plus $18.72 in cash.

Based on Arrow’s closing price of $34.43 on February 25, 2026, the implied value per Adirondack share was $82.79. Arrow expects to issue approximately 2.0 million shares in the transaction; former Adirondack shareholders are estimated to own about 11% of Arrow post-closing. Adirondack’s special meeting to vote on the merger is scheduled for June 9, 2026 (record date: April 28, 2026), when 1,076,246 shares were outstanding. The merger is subject to shareholder and regulatory approvals and customary closing conditions.

Arrow Financial Corp submitted a Form 13F holdings report signed by Chief Financial Officer Penko Ivanov. The filing lists 278 information-table entries with a total reported market value of $994,008,270. The report identifies 1 other included manager (Arrow Bank National Association).

Arrow Financial Corporation reports stronger results for the quarter ended March 31, 2026. Net income rose to $13,485 thousand from $6,310 thousand a year earlier, with diluted earnings per share increasing to $0.82 from $0.38.

Total assets reached $4,522,019 thousand, driven mainly by a $3,438,966 thousand loan portfolio and $518,803 thousand of available-for-sale securities. Total deposits were $4,013,939 thousand, funding most of the balance sheet.

Net interest income improved to $36,130 thousand from $31,357 thousand, helped by lower interest expense and higher interest and fees on loans. The provision for credit losses on loans decreased sharply to $548 thousand from $5,019 thousand, while the allowance for credit losses on loans was $34,055 thousand.

Non-interest income increased to $8,628 thousand, led by fiduciary activities, customer fees and insurance commissions, while non-interest expense stayed relatively stable at $26,865 thousand. Comprehensive income was $12,758 thousand, reflecting a modest other comprehensive loss of $727 thousand from securities and hedge valuation movements.

Arrow Financial Corporation and Adirondack Bancorp, Inc. entered into a merger agreement providing for a two-step combination in which Merger Sub will merge into Adirondack, Adirondack will then merge into Arrow, and, at Arrow’s election, Adirondack Bank will merge into Arrow Bank. Each share of Adirondack common stock will be converted into 1.8610 shares of Arrow common stock plus $18.72 in cash.

Based on Arrow’s $34.43 closing price on February 25, 2026, the merger consideration implied ≈$82.79 per Adirondack share. Arrow expects to issue ≈2.0 million shares to Adirondack shareholders and estimates former Adirondack shareholders will own ≈11% of Arrow post-closing. The Adirondack special meeting is scheduled for June 9, 2026; record date was April 28, 2026.

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 is asking shareholders to vote at its virtual 2026 Annual Meeting on four Class A director elections, 2025 executive pay and ratification of Crowe as 2026 auditor. The proxy highlights 2025 record performance, including net income of $44.0 million and diluted EPS of $2.65, reflecting 50% earnings-per-share growth. Net interest margin improved to 3.17%, tangible book value per share grew more than 10%, and fourth-quarter return on average assets topped 1.20%. The Board outlines a pay-for-performance program using salary, annual incentives and multi‑year restricted stock, plus stock ownership guidelines, clawback and no tax gross‑ups. Shareholders of record on April 6, 2026, owning 16,526,628 outstanding shares in total, are entitled to vote.