ARROW FINANCIAL CORP 8-K

What Happened

• Arrow Financial Corporation closed its previously announced acquisition of Adirondack Bancorp, Inc. and its banking subsidiary Adirondack Bank on July 1, 2026. Adirondack Bank was merged into Arrow Bank and the banking system conversion and integration is scheduled for later in 2026.
• Under the merger agreement, each share of Adirondack common stock was converted into 1.8610 shares of Arrow common stock plus $18.72 in cash; fractional shares are paid in cash. The transaction is intended to qualify as a tax‑free reorganization under Section 368(a) of the Internal Revenue Code.

Key Details

• Closing date: July 1, 2026; system conversion/integration to be completed later in 2026.
• Merger consideration per Adirondack share: 1.8610 Arrow shares + $18.72 cash; fractional shares settled in cash.
• Board/officer changes: Rocco F. Arcuri, Sr. appointed to Arrow’s Board and named Senior Vice President, Regional President, Mohawk Valley effective July 1, 2026.
• Employment/benefits: Arrow assumed Mr. Arcuri’s supplemental executive retirement plan and entered into a new employment agreement; Mr. Arcuri previously entered a settlement and non-competition agreement with Adirondack Bank (cash payment made prior to closing). No related-party transactions requiring Item 404 disclosure were reported.

Why It Matters

• This is a strategic acquisition that expands Arrow’s franchise by adding Adirondack’s banking operations and customers; investors should note the mix of stock and cash consideration, which increases Arrow’s outstanding shares and included cash outlay.
• Integration and system conversion timing can affect near-term costs and operations; shareholders should watch disclosures on integration progress and any pro forma financial impacts.
• The appointment of Adirondack’s former CEO to Arrow’s board and as a regional bank leader signals leadership continuity in the acquired markets and the company’s intent to retain institutional knowledge.