Arrow Financial Amends 10-K to Add Executive Clawback Policy

TL;DR

**AROW's 10-K/A is a non-event, merely a procedural fix to include a pre-existing clawback policy, so don't expect any market reaction.**

AI Summary

ARROW FINANCIAL CORP (AROW) filed a 10-K/A on March 27, 2026, to amend its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The primary purpose of this amendment was to include Exhibit 97.1, the Arrow Financial Corporation Clawback Policy, which was inadvertently omitted from the original filing on March 6, 2026. This Clawback Policy was adopted as of December 1, 2023, and no changes were made to it during 2025. The filing explicitly states that no other changes were made to the Original Filing, and the disclosures contained therein have not been updated to reflect any subsequent events. As of February 27, 2026, the company had 16,511,643 shares of Common Stock outstanding, with a par value of $1.00 per share. The aggregate market value of voting and non-voting common equity held by non-affiliates was $426,347,636 as of the last business day of the most recently completed second fiscal quarter. The company's principal executive offices are located at 250 Glen Street, Glens Falls, New York 12801, and its telephone number is 518-745-1000.

Why It Matters

This amendment is crucial for investors as it clarifies ARROW's commitment to corporate governance by formally disclosing its Clawback Policy, adopted December 1, 2023. While not a change in policy, its formal inclusion in the 10-K/A provides transparency regarding executive compensation recovery in cases of financial restatements or misconduct. This move aligns ARROW with evolving regulatory expectations and could enhance investor confidence in the company's accountability framework, especially in a competitive financial services market where governance is a key differentiator.

Risk Assessment

Risk Level: low — The risk level is low because this 10-K/A filing is purely an administrative correction to include a previously omitted document, the Arrow Financial Corporation Clawback Policy, adopted December 1, 2023. The filing explicitly states, "Except as described above, no other changes have been made to the Original Filing," indicating no new financial or operational risks.

Analyst Insight

Investors should view this filing as a non-material administrative update. No immediate action is required based on this amendment, as it does not alter the company's financial performance, strategic outlook, or existing risks. Continue to monitor ARROW's core business operations and financial results from the original 10-K.

Key Numbers

• $426,347,636 — Aggregate market value of common equity held by non-affiliates (As of the last business day of the most recently completed second fiscal quarter)
• 16,511,643 — Shares of Common Stock outstanding (As of February 27, 2026)
• $1.00 — Par Value per share of Common Stock (Standard par value for AROW's common stock)
• 2025-12-31 — Fiscal Year End (Period covered by the amended Annual Report on Form 10-K)
• 2026-03-27 — Filing Date of 10-K/A (Date the amendment was filed)
• 2026-03-06 — Original Filing Date of 10-K (Date the initial Annual Report on Form 10-K was filed)
• 2023-12-01 — Adoption Date of Clawback Policy (Date the Arrow Financial Corporation Clawback Policy was adopted)
• 518-745-1000 — Registrant's telephone number (Contact information for Arrow Financial Corporation)

Key Players & Entities

• ARROW FINANCIAL CORPORATION (company) — Registrant filing the 10-K/A
• David S. DeMarco (person) — President and Chief Executive Officer
• Penko Ivanov (person) — Chief Financial Officer
• SEC (regulator) — Securities and Exchange Commission
• NASDAQ Global Select Market (regulator) — Exchange where AROW Common Stock is registered
• $426,347,636 (dollar_amount) — Aggregate market value of common equity held by non-affiliates
• Crowe LLP (company) — Auditor Name
• Indianapolis, Indiana (company) — Auditor Location
• U.S. Bank National Association (company) — Institutional Trustee for Arrow Capital Statutory Trust II
• Wilmington Trust Company (company) — Property Trustee for Arrow Capital Statutory Trust III

FAQ

Industry Context

Arrow Financial Corporation operates within the banking and financial services sector. This industry is characterized by stringent regulatory oversight, evolving technological adoption (e.g., digital banking), and competitive pressures from both traditional institutions and fintech companies. Interest rate environments and economic conditions significantly impact profitability and lending activities.

Regulatory Implications

As a financial institution, AROW is subject to extensive regulation by federal and state authorities, including the Federal Reserve and state banking departments. Compliance with capital requirements, consumer protection laws, and anti-money laundering regulations are critical. The inclusion of the Clawback Policy also reflects regulatory trends aimed at executive accountability.

What Investors Should Do

1. Review the Arrow Financial Corporation Clawback Policy (Exhibit 97.1).
2. Note that the 10-K/A filing does not update financial information or subsequent events from the original 10-K.
3. Monitor future filings for any updates or changes to the Clawback Policy or other governance matters.

Key Dates

• 2025-12-31: Fiscal Year End — The period covered by the amended Annual Report on Form 10-K.
• 2026-03-06: Original Filing Date of 10-K — The initial Annual Report on Form 10-K for the fiscal year ended December 31, 2025, was filed on this date.
• 2026-03-27: Filing Date of 10-K/A — This amendment was filed to include an inadvertently omitted exhibit.
• 2023-12-01: Adoption Date of Clawback Policy — The Arrow Financial Corporation Clawback Policy was adopted on this date and was included in the amendment.
• 2026-02-27: Shares Outstanding Date — As of this date, there were 16,511,643 shares of Common Stock outstanding.
• 2026-06-03: Annual Meeting of Shareholders — Portions of the proxy statement for this meeting are incorporated by reference into Part III of the 10-K.

Glossary

10-K/A

An amendment to a company's annual report (Form 10-K) filed with the SEC, used to correct or supplement information previously filed. (This filing is an amendment to AROW's 2025 annual report, specifically to add an omitted exhibit.)

Clawback Policy

A policy that allows a company to recover incentive-based compensation from executive officers under certain circumstances, such as financial restatements. (The amendment's primary purpose was to include AROW's Clawback Policy, adopted in December 2023.)

Non-affiliates

Shareholders who are not officers, directors, or significant owners of the company. (The aggregate market value of common equity held by non-affiliates is a key metric for assessing public float and investor base.)

Par Value

A nominal value assigned to a share of stock by the company's charter, often a very small amount. (AROW's Common Stock has a par value of $1.00 per share.)

Fiscal Year End

The last day of a company's accounting period, which is December 31 for AROW. (This defines the period for which the annual report provides financial information.)

Exhibit 97.1

A specific attachment to an SEC filing, in this case, the Arrow Financial Corporation Clawback Policy. (This exhibit was inadvertently omitted from the original 10-K and is the sole reason for the 10-K/A filing.)

Year-Over-Year Comparison

This filing is an amendment (10-K/A) to the original 10-K filed on March 6, 2026. The amendment's sole purpose was to include Exhibit 97.1, the Arrow Financial Corporation Clawback Policy, which was inadvertently omitted. No financial information or disclosures from the original 2025 10-K have been updated, nor have any subsequent events been reflected. Therefore, a comparison of key metrics to a prior year's filing is not applicable based on this amendment alone.

Key Financial Figures

• $1.00 — ch Registered Common Stock, Par Value $1.00 per share AROW NASDAQ Global Select Ma

Filing Documents

• arow-20251231.htm (10-K/A) — 83KB
• ex313ceocert-202510xka.htm (EX-31.3) — 4KB
• ex314cfocert-202510xka.htm (EX-31.4) — 4KB
• 0000717538-26-000041.txt ( ) — 280KB
• arow-20251231.xsd (EX-101.SCH) — 2KB
• arow-20251231_lab.xml (EX-101.LAB) — 35KB
• arow-20251231_pre.xml (EX-101.PRE) — 21KB
• arow-20251231_htm.xml (XML) — 5KB

From the Filing

arow-20251231 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the Fiscal Year Ended December 31 , 2025 Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Commission File Number: 0-12507 ARROW FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) New York 22-2448962 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 250 Glen Street, Glens Falls New York 12801 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 518 745-1000 Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol Name of Each Exchange on Which Registered Common Stock, Par Value $1.00 per share AROW NASDAQ Global Select Market I ndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T ( 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by a check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7562(b)) by the registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive ocers during the relevant recovery period pursuant to 240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. Class Outstanding as of February 27, 2026 Common Stock, par value $1.00 per share 16,511,643 DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant's Proxy Statement for Annual Meeting of Shareholders to be held June 3, 2026 are incorporated by reference into Part III of this Form 10-K. Auditor Name: Crowe LLP Auditor Location: Indianapolis, Indiana Auditor Firm ID: 173 EXPLANATORY NOTE This Amendment No. 1 to the Annual Report on Form 10-K (this "Amendment") amends the Annual Report on Form 10-K for the year ended December 31, 2025, originally filed on March 6, 2026 (the "Original Filing") by Arrow Financial Corporation ("Arrow" or the "Company"). Arrow is filing this Amendment to add Exhibit 97.1, the Arrow Financial Corporation Clawback Policy (Adopted as of December 1, 2023), which was inadvertently omitted from the Original Filing. There were no changes made to the Arrow Financial Corporation Clawback Policy during 2025. Except as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of and for the periods covered in the Original Filing, and the Company has not updated the disclosures contained therein to reflect any subsequent events. EXHIBIT INDEX The following exhibits are incorporated by reference herein. Exhibit Number Exhibit 3.(i)

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