ARROW FINANCIAL CORP 8-K

What Happened
Arrow Financial Corporation (AROW) announced on Feb. 25, 2026 that it entered into an Agreement and Plan of Merger with Adirondack Bancorp, Inc. and a wholly owned subsidiary merger sub. Under the deal, Adirondack will first merge into the merger sub and then into Arrow, and Adirondack Bank will merge into Arrow Bank. The transaction is structured to be a tax‑free reorganization under Section 368(a).

Key Details

• Merger consideration: each outstanding share of Adirondack common stock will receive 1.8610 shares of Arrow common stock plus $18.72 in cash; cash paid in lieu of fractional shares.
• Agreement date: February 25, 2026. Closing conditions include Adirondack shareholder approval, Nasdaq listing authorization for Arrow shares issued, effectiveness of an S-4 registration statement, and required regulatory approvals (Federal Reserve, OCC, NY DFS), among others.
• Governance: Rocco Arcuri, Sr. (Adirondack President & CEO) will be appointed to the boards of Arrow and Arrow Bank and named Regional President at closing.
• Deal protections: voting agreements were signed by certain Adirondack directors/shareholders to support the transaction; certain Adirondack shareholders are subject to a 180‑day lock‑up on Arrow shares received and limits on sales between days 181–365 (max 10,000 shares/day). A $3.62 million termination fee is payable by Adirondack in specified circumstances.

Why It Matters
This is a material merger for Arrow that will issue new Arrow shares plus cash consideration, which can dilute existing shareholders and change pro forma capital and ownership. The transaction is subject to multiple approvals (shareholder, Nasdaq listing, and key banking regulators), so timing and completion are uncertain. Investors should watch the S-4/proxy materials that will provide full transaction details, financial effects, and any additional risks or conditions.