0000717538FALSE00007175382023-06-012023-06-01

Washington, D.C. 20549

ARROW FINANCIAL CORPORATION

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

On June 1, 2023, Arrow Financial Corporation (the “Company”) timely submitted to the Listing Qualifications Department of The NASDAQ Stock Market LLC (“Nasdaq”) a remediation plan (the “Plan”) to regain compliance with the periodic filing requirements for continued listing set forth in Nasdaq Listing Rule 5250(c)(1) (the “Rule”). As previously disclosed in the Current Report on Form 8-K filed April 5, 2023, Nasdaq notified the Company that it was noncompliant with the Rule as a result of its failure to file its Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”) with the Securities and Exchange Commission (the “SEC”) by the required due date.

If Nasdaq accepts the Plan, Nasdaq may grant an exception of up to 180 calendar days from the due date of the 2022 Form 10-K, as extended by Rule 12b-25 to regain compliance. However, there can be no assurance that Nasdaq will accept the Plan or that the Company will be able to regain compliance within any extension period granted by Nasdaq. If Nasdaq does not accept the Plan, then the Company will have the opportunity to appeal that decision to a Nasdaq hearings panel. If the Company does not regain compliance within any applicable extension period, the Company’s shares of common stock will be subject to delisting from Nasdaq.

The information contained herein may contain statements that are not historical in nature but rather are based on management’s beliefs, assumptions, expectations, estimates and projections about the future. These statements may be "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, involving a degree of uncertainty and attendant risk. In the case of all forward-looking statements, actual outcomes and results may differ materially from what the statements predict or forecast, explicitly or by implication. Factors that could cause or contribute to such differences include, but are not limited to, those included in our prior SEC filings and the following: (i) Nasdaq’s acceptance of the Plan and grant of a 180-day extension period; and (ii) the Company’s ability to file its 2022 Form 10-K, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 or to file any future SEC reports on a timely basis. The Company undertakes no obligation to revise or update these forward-looking statements to reflect the occurrence of unanticipated events. This filing should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 and other filings with the SEC.

Exhibit No.     Description

104         Cover Page Interactive Data File (embedded within the Inline XBRL document)

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.