ARROW FINANCIAL CORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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Arrow Financial Corporation

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April 24, 2025

Dear Shareholder:

You are cordially invited to attend the Arrow Financial Corporation Annual Meeting of Shareholders at 10:00 a.m. on June 4, 2025. The Company will host the Annual Meeting virtually. Visit our website at arrowfinancial.com for more information.

As in the past, our meeting will begin with a review of all voting matters and then feature a short presentation on the Company. Additional details about the Annual Meeting and related voting instructions can be found in the following Notice of 2025 Annual Meeting of Shareholders and related Proxy Statement.

We are proud of the significant milestones we accomplished in 2024, strengthening our foundation and positioning us for future growth.

A defining achievement was the unification of our subsidiary banks, Glens Falls National Bank and Trust Company ("GFNB") and Saratoga National Bank and Trust Company ("SNB"), under a single brand, Arrow Bank National Association®, or Arrow Bank™. This strategic move simplifies our identity, enhances market presence and ensures continued local personalized service. Behind Arrow Bank's new name remains the same trusted people and services our customers rely on.

We also expanded our footprint with the acquisition of a bank branch in Whitehall, New York, and the assets of a local insurance agency under Upstate Agency, LLC. These strategic investments enhance our offerings and increase shareholder value.

During 2024 we made some key strategic decisions, including restructuring our investment portfolio and recognizing unification-related expenses, positioning us for a strong 2025. We continued delivering value to shareholders through share repurchases and increased our quarterly cash dividend to $0.28 per share.

Our strength was further recognized as we were named to the prestigious Piper Sandler Sm-All Stars: Class of 2024 list and our subsidiary, Arrow Bank, formerly Glens Falls National Bank and Saratoga National Bank maintained its 5-star "Exceptional Performance" rating from BauerFinancial for the 72nd consecutive quarter. Additionally, we welcomed four new board members, each bringing valuable expertise and diverse perspectives to help guide our strategic vision.

These achievements would not have been possible without the dedication of our exceptional team, who continue to serve the needs of our customers, communities and shareholders. Thank you for your trust and investment in Arrow Financial Corporation. We look forward to building on this momentum in 2025.

For a better understanding of our Company, including its compensation practices and corporate governance structure, please review our attached proxy materials and Annual Report on Form 10-K. Whether or not you plan to attend the Annual Meeting this year, it is important to us that your shares are represented. We encourage you to vote your shares promptly, and in advance of the Annual Meeting. Thank you.

Sincerely,

/s/ Tenée R. Casaccio /s/ David S. DeMarco

Tenée R. Casaccio David S. DeMarco

Chair of the Board President and Chief Executive Officer

NOTICE OF

2025 ANNUAL MEETING OF SHAREHOLDERS

April 24, 2025

To the Shareholders of Arrow Financial Corporation:

The Annual Meeting of Shareholders of Arrow Financial Corporation, a New York corporation, will be held on Wednesday, June 4, 2025, beginning at 10:00 a.m. Eastern Daylight Time. The Company will host the Annual Meeting virtually. Instructions on how to participate via the Internet, including how to demonstrate proof of stock ownership, are available at: www.proxyvote.com. Shareholders may vote and submit questions prior to attending the Annual Meeting via the Internet. Please see the Additional Voting Information section of this Proxy Statement for additional important information regarding the virtual Annual Meeting.

The Annual Meeting of Shareholders of Arrow Financial Corporation will consider and vote upon the following matters, as described more fully in the Proxy Statement attached to this Notice:

1. The election of four Class C Directors to three-year terms, one Class A director to the remainder of their term and one Class B director to the remainder of their term.

2. Advisory approval of our 2024 executive compensation (“Say-on-Pay”).

3. Ratification of the selection of Crowe LLP ("Crowe") as our independent auditor for 2025.

4. Any other business that may properly come before the 2025 Annual Meeting, or any adjournment

or postponement thereof.

Shareholders of record as of the close of business on April 7, 2025 will be entitled to vote at the 2025 Annual Meeting, or any adjournment or postponement thereof. Please see the Additional Voting Information section of the Proxy Statement for more information on how to vote.

Please ensure that your shares are represented at the 2025 Annual Meeting, as your vote is important. See the attached Proxy Statement for more information on how to vote your shares. Thank you.

By Order of the Board of Directors,

/s/Andrew J. Wise

Andrew J. Wise

Corporate Secretary

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