ARROW FINANCIAL CORP

Frequently Asked Questions:

Who is entitled to vote?

The Company has one class of stock outstanding, common stock, $1.00 par value per share. At the close of business on the record date of April 6, 2026, there were 16,526,628 shares outstanding. The holders of these shares are shareholders of record and will be entitled to vote at the Annual Meeting or any adjournment or postponement thereof. Each of these shareholders will receive notice of the Annual Meeting and instructions on how to vote their shares. Each share outstanding on the record date is entitled to one vote. Shares held in treasury by the Company are not eligible to vote and do not count toward a quorum.

What are broker "non-votes” and how are they voted at the Annual Meeting?

Shares of Company common stock can be held in (i) certificate form; (ii) by “book entry” at the Company's transfer agent, Equiniti Trust Company, LLC; or (iii) in “street name” at a broker. When shares owned by you are held in street name, the broker will solicit your vote and provide the Company with the results of the vote for all of the Company shares it holds in your account. On “routine” matters, if you as the owner of the shares do not provide the broker with voting instructions, the broker has the right to vote these shares in its own discretion. However, a broker is not allowed to exercise its discretion on voting shares held in street name on any “non-routine” matter. On non-routine matters, these shares may only be voted by the broker in accordance with express voting instructions received by it from you, the owner of the shares. Thus, a broker "non-vote” occurs when the broker, bank or other nominee holding shares for a beneficial owner has not received voting instructions from the beneficial owner and does not have discretionary authority to vote the shares.

This year, the only matter that we expect will be considered a routine matter is Item 3, the ratification of the

Company’s independent registered public accounting firm. We expect that Item 1, the Election of Directors and Item 2, Say-on-Pay will be treated as non-routine matters. Accordingly, if you provide a proxy without giving specific voting instructions or if you do not otherwise provide your broker, bank or other nominee with voting instructions, we expect that your broker, bank or other nominee will not have discretionary authority to vote your shares at the Annual Meeting on any proposal other than Proposal 3.

Alternatively, votes cast by brokers, banks or other nominees in their discretion on routine matters will be counted the same as any other votes that are submitted regarding the proposals. However, some brokers, banks or other nominees may choose not to exercise their discretionary authority if they have not received voting instructions from a beneficial owner. If your shares are held at a broker, bank or other nominee, the Company urges you to provide voting instructions to your broker so that your vote may be counted.

Broker "non-votes” will be counted for purposes of determining whether a quorum exists at the Annual Meeting.

How are Dividend Reinvestment Plan and other plan shares voted?

Shares owned by you in the Arrow Financial Corporation Automatic Dividend Reinvestment Plan (“DRIP”) on the record date will be combined with all other shares owned by you directly on that date and presented to you with voting instructions. Shares owned by Company employees, Directors and other participants in the Company’s 2023 Employee Stock Purchase Plan (and its predecessor plans) as of April 6, 2026, the record date, will be presented to the participants for voting on a separate voting form and will be voted in accordance with their instructions.

Shares owned by Company employees in the Company's ESOP on the record date on a fully vested basis will be voted by the ESOP trustee on behalf of such employees in accordance with voting instructions received from the employees. Participants will receive a separate voting form from the ESOP’s plan administrator for this purpose. If a participant does not provide the trustee with voting instructions for such participant's ESOP shares, the trustee will vote the participant’s shares in accordance with the “mirror voting” provisions of the ESOP. Under the “mirror voting” provisions, all such shares will be voted in a pro rata manner calculated to reflect most accurately the instructions received from those account holders who did provide voting instructions to the trustee.

What constitutes a quorum at the meeting?

There will be a quorum at the Annual Meeting if one-third of the total number of outstanding shares of the Company's common stock are present or represented by proxy. Consistent with applicable state law and the Company's Certificate of Incorporation and bylaws, all shares present or represented by proxy at the Annual Meeting, including so-called broker "non-votes,” will be treated as shares present or represented by proxy for purposes of determining the meeting quorum. Shares held in treasury by the Company are not deemed outstanding and therefore are ignored for purposes of calculating the quorum.

How many votes are required for approval of Item 1?

The first item on the agenda is the election of four Class A Directors to three-year terms. The affirmative vote of the holders of a plurality of the shares of common stock present or represented by proxy at the Annual Meeting and eligible to vote on such matter is required for the election of each Director. A “plurality” means receiving a higher number of votes for such position than any other candidate, up to the maximum number of Directors to be chosen at the Annual Meeting. Because there are only as many nominees as there are Directors to be elected at this year’s meeting, a Director nominee is assured of being elected if such Director nominee receives any “For” votes, regardless of how many “Withhold Authority” votes are cast for that Director. As a non-routine matter, we expect that your broker, bank, or other nominee will not have discretionary authority to vote on Item 1 and will not cast a vote unless you provide a proxy including specific voting instructions.

What is the impact of a vote to “Withhold Authority” on Item 1?

As discussed in the preceding section, because there are only as many nominees as there are Directors to be elected, if each of the nominees receives any votes in favor of such nominee's election, each will be elected and a ballot marked “Withhold Authority,” like an abstention from voting, will not affect the outcome of this election. However, the Company’s Majority Voting Policy states that if an election of Directors is uncontested, as is the case this year, and a nominee’s “Withhold Authority” votes exceed 50% of the total number of shares present or represented by proxy and entitled to vote at the Annual Meeting with respect to the election of Directors, that Director must tender their resignation following the meeting. The Governance and Risk Committee of the Board is then required to evaluate the tendered resignation and make a recommendation to the Board on appropriate action, which may or may not include the acceptance of such resignation. In determining the appropriate action to be taken by the Company, the Board will take into account the best interests of the Company and its shareholders.

Accordingly, a ballot marked “Withhold Authority,” unlike an abstention from voting, may nevertheless have a negative impact under the Majority Voting Policy because a “Withhold Authority” vote, unlike a shareholder’s abstention from voting, will be treated as a negative vote under the Company’s Majority Voting Policy and may make it somewhat more likely that the nominee will be required to tender their resignation under that policy, even though such person may in fact have been elected.

How many votes are required for approval of Item 2?

The second item on the agenda is the advisory approval of the executive compensation, commonly referred to as "Say-on-Pay." The affirmative vote of a majority of the shares of common stock present or represented by proxy at the Annual Meeting and voting on this proposal is required to approve, by advisory vote, the compensation paid to the NEOs. Abstentions and broker “non-votes” will not be counted in determining the number of votes cast and, therefore, are not expected to have any effect on the outcome of this vote. A proxy or ballot marked “Abstain” on Item 2 will not have the same effect as a vote “Against” such item. A proxy or ballot marked “Against” on Item 2 counts in the total number of votes on the item, whereas a vote to “Abstain” on Item 2 is not counted in the total votes on the item. Therefore, a vote “Against” Item 2 makes it more difficult to achieve shareholder advisory approval of Say-on-Pay than a vote to “Abstain.” As a non-routine matter, we expect that your broker, bank or other nominee will not have discretionary authority to vote on Item 2 and will not cast a vote unless you provide specific voting instructions.

How many votes are required for approval of Item 3?

The third item on the agenda is ratification of the independent registered public accounting firm, Crowe. The affirmative vote of a majority of the shares of common stock present or represented by proxy at the Annual Meeting and voting on this proposal is required for ratification. A proxy or ballot marked “Abstain” on Item 3 will not have the same effect as a vote “Against” such item. A proxy or ballot marked “Against” on Item 3 counts in the total number of votes on the item, whereas a vote to “Abstain” on Item 3 is not counted in the total votes on the item. Therefore, a vote “Against” Item 3 makes it more difficult to achieve shareholder approval or ratification than a vote to “Abstain.” As a routine matter, your broker, bank, or other nominee is expected to have discretionary authority to vote on Item 3 in the event that you provide a proxy without giving specific voting instructions.

How do I vote?

If you are a shareholder of record as of the close of business on April 6, 2026, you will be entitled to vote at the Annual Meeting or any adjournment or postponement thereof. You can ensure that your shares are voted properly by submitting your proxy by calling (800) 690-6903, visiting www.proxyvote.com or by completing, signing and dating the proxy card that will be provided to you upon request. Shareholders of record should receive a notice with voting instructions and the ability to request Proxy Materials. Those shareholders who have previously requested printed or electronic copies of the Proxy Materials will receive a printed or electronic copy of the proxy card, as applicable.

If your shares are held by a broker, bank or other nominee, you must follow the voting instructions on the form you receive from your broker, bank or other nominee.

How can I participate in the Annual Meeting?

To participate, please visit www.virtualshareholdermeeting.com/AROW2026 on the day of the meeting, you will enter your control number to be admitted. No preregistration is required to attend the virtual Annual Meeting.

When can I join the Annual Meeting online?

If you plan to attend, please go to www.virtualshareholdermeeting.com/AROW2026 15 minutes prior to the 10:00 a.m. Eastern Daylight Time meeting start time and sign in using the 16-digit control number included on your proxy card. The Annual Meeting will begin promptly at 10:00 a.m. Eastern Daylight Time. We encourage our shareholders to access the Annual Meeting prior to its start time.

How can I ask questions at the Annual Meeting?

Shareholders may submit questions 15 minutes prior to the Annual Meeting, as well as during the Annual Meeting through a question box at www.virtualshareholdermeeting.com/AROW2026 by entering in the 16-digit control number included on the shareholder's proxy card.

Questions pertinent to meeting matters will be answered either by email or by telephone as quickly as possible after the Annual Meeting. Questions that are not pertinent to meeting matters, such as questions regarding personal matters, including those related to employment, bank or insurance products or service issues, or suggestions for bank facilities, will not be answered.

What if I experience technical difficulties when attempting to access the Annual Meeting?

Please call the technical support number that will be on the meeting log in page for assistance.

What if I have additional questions regarding the Annual Meeting?

You may contact the Company’s Corporate Secretary at corporatesecretary@arrowbank.com.

May I revoke my proxy?

A proxy may be revoked at any time prior to the Annual Meeting by submitting a later vote of your shares either online or by telephone prior to the Annual Meeting or by attending and voting your shares virtually at the Annual Meeting. Simply attending the Annual Meeting is not sufficient to revoke a proxy. You may also revoke your proxy by delivering a written notice of revocation of proxy prior to the Annual Meeting to: Corporate Secretary, Arrow Financial Corporation, 250 Glen Street, Glens Falls, New York 12801. If your shares are held in “street name” by a broker, bank or other nominee, have directed such broker, bank or other nominee to vote your shares and later wish to change your vote, you should instruct such broker, bank or other nominee to change your vote.

How are proxies being solicited?

Proxies are being solicited electronically, by telephone and by mail. Proxies may also be solicited without additional compensation by Directors, officers and other employees personally, by telephone or other means. The Company will bear all costs of proxy solicitation. If the Company utilizes the services of other financial institutions, brokerage houses, custodians, nominees or fiduciaries to solicit proxies, the Company will reimburse them for their out-of-pocket expenses. The Company may, in its discretion, engage at its cost a proxy solicitor to solicit proxies at the Annual Meeting.

Will I have appraisal or similar dissenters’ rights in connection with the proposals being voted on at the Annual Meeting?

No. Appraisal or similar dissenters’ rights are not applicable to any of the matters being voted upon at the Annual Meeting.

Householding of Notices to Shareholders:

In some instances, only one copy of the Notice Regarding the Availability of Proxy Materials concerning this Proxy Statement is being delivered for shareholder accounts that contain the same primary Social Security number, unless the Company has received instructions from one or more of the shareholders to continue to deliver multiple copies. The Company will deliver a copy of the Notice Regarding the Availability of Proxy Materials to any shareholder upon request by email to corporatesecretary@arrowbank.com or in writing to: Householding of Notice, c/o Corporate Secretary, Arrow Financial Corporation, 250 Glen Street, Glens Falls, New York 12801.

Additional Matters for Consideration at the Annual Meeting:

Please note the deadline for submission of proposals by shareholders for consideration at the Annual Meeting has passed. This applies to proposals that shareholders might wish to include in this Proxy Statement, proposals that shareholders might wish to include in their own proxy materials (which they would prepare, file with the SEC and disseminate to shareholders), or proposals that shareholders might wish to submit directly to a shareholder vote at the Annual Meeting. Therefore, no additional matters may be proposed by any shareholder for submission, or submitted, to a vote of the shareholders at the Annual Meeting, other than procedural issues such as adjournment, postponement or continuation. On such procedural issues, all shares represented at the Annual Meeting by proxy may be voted at the discretion of the attorneys-in-fact named in the proxies, to the extent permitted by law.

Proxy Cards Returned Without Specific Voting Instructions:

If you return a proxy card without specific voting instructions for any or all items, your shares will be voted “For” each of the Board’s four Class A nominees on Item 1; “For” Say-on-Pay on Item 2; “For” ratification of the appointment of

Crowe on Item 3; and “For” any other procedural matter properly submitted for shareholder consideration, in such manner as the shareholders’ attorneys-in-fact may determine, in their discretion, to be appropriate and in the best interests of shareholders.