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ARROW FINANCIAL CORP (AROW) 8-K Current Report: February 26, 2026

Filed: February 26, 2026
Financials
National Commercial Banks
ARROW FINANCIAL CORP Overview

ARROW FINANCIAL CORP (AROW) 8-K current report filed with SEC EDGAR on February 26, 2026. This page provides AI-powered analysis of reported events and material disclosures, including results of operations, corporate governance changes, agreements, and other triggering events as disclosed under Form 8-K item codes.

Reported 8-K Items
3 items

  • Item 1.01: Entry into a Material Definitive Agreement
  • Item 7.01: Regulation FD Disclosure
  • Item 8.01: Other Events

ARROW FINANCIAL CORP 8-K Feb 26, 2026 Event Analysis

Item 1.01 · Entry into a Material Definitive Agreement

  • • Each Adirondack share converts to 1.8610 AROW shares plus $18.72 cash — mixed consideration deal, partially tax-free under IRC §368(a)
  • • Termination fee of $3.62M payable by Adirondack if deal breaks under specified circumstances — modest breakup protection for Arrow
  • • Adirondack CEO Rocco Arcuri appointed to Arrow and Arrow Bank boards + named Regional President post-close — key retention/integration signal
  • • Lock-up agreements restrict certain Adirondack shareholders from selling Arrow stock for 180 days post-close; daily sell cap of 10,000 shares from day 181–365 — limits near-term dilution pressure
  • • Deal requires Fed, OCC, and NYDFS approvals plus Adirondack shareholder vote; appraisal rights threshold capped at <5% of Adirondack shares outstanding

Item 7.01 · Regulation FD Disclosure

  • • Arrow released investor presentation materials on Feb 26, 2026 for its proposed acquisition of Adirondack
  • • Full deal terms and financial details contained in Exhibit 99.3 — primary source for investors evaluating the transaction
  • • Reg FD filing ensures simultaneous public access to acquisition rationale and deal metrics

Item 8.01 · Other Events

  • • Arrow Financial (AROW) announced a material transaction via joint press release — full terms and counterparty details in Exhibit 99.4
  • • "Transaction" language signals potential M&A, merger, or significant strategic deal — warrants immediate review of attached exhibit

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