ARROW FINANCIAL CORP (AROW) SEC Filings, May-Jun 2026

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 Corp director Colin L. Read reported a series of bona fide gifts of Common Stock in May. Entities associated with him, including an account held by his wife, gifted a total of 6,040 shares at no consideration. Following these transactions, Read continues to hold 33,396 shares directly.

Arrow Financial Corp director Philip C. Morris exercised stock options to acquire 386 shares of Common Stock on May 19, 2026. The options had an exercise price of $31.47 per share. Following the transaction, he directly owns 8,494 Common shares and 129 remaining Director Stock Options, which expire on February 1, 2033.

The exercised options vested in four equal annual installments beginning February 1, 2024, indicating a scheduled compensation-related event rather than an open‑market trade.

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).