ARROW FINANCIAL CORP
For the period ended Apr 23, 2026. Filed Apr 23, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 23, 2026 · Filed Apr 23, 2026
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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
(Amendment No. )
Filed by the Registrant [ x ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[ X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule Section 240.14a-12
Arrow Financial Corporation
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required
[ ] Fee paid previously with preliminary materials.
[ ] Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.
April 23, 2026
Dear Shareholder:
You are cordially invited to attend the Arrow Financial Corporation Annual Meeting of Shareholders at 10:00 a.m. on June 3, 2026. Arrow Financial Corporation (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 2026 Annual Meeting of Shareholders and related Proxy Statement.
As we reflect on 2025, Arrow Financial Corporation delivered a year of disciplined execution, strong financial performance and meaningful progress on our strategic priorities. This was our first full year operating as Arrow Bank National Association®, or Arrow Bank™, and the successful integration of our former subsidiary banks marked an important milestone. In July, we completed the “One Bank Weekend” conversion and officially launched our unified brand on all platforms. This effort, years in the making, brought our people, systems and identity together under one name, one mission and one commitment to serving our customers and communities.
This unification strengthened our foundation, and the results were reflected in our performance. In 2025, Arrow delivered strong operating results, achieving net income of $44.0 million, or $2.65 per share, 50% growth in earnings per share, expansion of net interest margin to 3.19% and tangible book value growth exceeding 10%. Return on average assets surpassed 1.20% in the fourth quarter, demonstrating the resilience of our balance sheet and the success of our strategic initiatives. These outcomes reflect our continued focus on prudent risk management, operational efficiency and value creation for shareholders.
Our commitment to the communities we serve also remained central to who we are. In 2025, we surpassed $1 million in total giving for the first time, supporting 424 organizations. Nearly half of this support advanced CRA-eligible initiatives, including financial empowerment, housing, workforce development and essential needs. Our employees contributed more than 13,700 volunteer hours, underscoring their deep dedication to the communities we call home.
Throughout 2026, we celebrate our 175 th anniversary and we do so with a unified brand, a strong financial position and a team committed to excellence. Thank you for your continued trust and investment in Arrow Financial Corporation. We look forward to building on this momentum in the year ahead.
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
2026 ANNUAL MEETING OF SHAREHOLDERS
April 23, 2026
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 3, 2026, 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:
The election of four Class A Directors to three-year terms.
Advisory approval of our 2025 executive compensation (“Say-on-Pay”).
Ratification of the selection of Crowe LLP ("Crowe") as our independent auditor for 2026.
Any other business that may properly come before the 2026 Annual Meeting, or any adjournment
or postponement thereof.
Shareholders of record as of the close of business on April 6, 2026 will be entitled to vote at the 2026 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 2026 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
Senior Executive Vice President, Chief Risk Officer and Corporate Secretary
PROXY STATEMENT TABLE OF CONTENTS
| General Voting Information | 1 |
|---|---|
| Voting Item 1 – Election of Four Class A Directors to Three-Year Terms | 2 |
| Voting Item 2 – Advisory Approval of Our 2025 Executive Compensation ("Say-on-Pay") | 10 |
| Voting Item 3 – Ratification of the Selection of Crowe as Our Independent Auditor for 2026 | 12 |
| Audit Committee Report | 14 |
| Corporate Governance | 16 |
| Named Executive Officers | 22 |
| Stock Ownership Information | 22 |
| Compensation Discussion and Analysis | 25 |
| Executive Compensation | 32 |
| Agreements With Named Executive Officers | 42 |
| Delinquent Section 16(a) Reports | 47 |
| Additional Voting Information | 47 |
| Additional Shareholder Information | 51 |
PROXY STATEMENT
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.