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0000717538FALSEJune 4, 202500007175382025-06-042025-06-04


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report: June 4, 2025
(Date of earliest event reported)

ARROW FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
New York 0-12507 22-2448962
(State or other jurisdiction of incorporation) (Commission File Number) (IRS 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

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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







Item 7.01.     Regulation FD Disclosure.

Arrow Financial Corporation (the "Company") made available an annual meeting presentation to its shareholders at its Annual Meeting held on June 4, 2025.

A copy of the presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information furnished in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information shall not be deemed incorporated by reference into any other filing with the Securities and Exchange Commission made by the Company, regardless of any general incorporation language in such filing.
    
Item 9.01.    Financial Statements and Exhibits.


Exhibit No. Description
Exhibit 99.1 Arrow Financial Corporation Annual Meeting of Shareholders presentation materials dated June 4, 2025
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
    




SIGNATURES

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.




ARROW FINANCIAL CORPORATION
                       Registrant
Date: June 4, 2025 /s/ Penko Ivanov
  Penko Ivanov
Chief Financial Officer


EX-99.1 2 afc2025annualmeeting.htm EX-99.1 afc2025annualmeeting
Annual Meeting of Shareholders June 4, 2025


 
Welcome


 
Today’s Agenda Welcome Arrow Overview Business Meeting Financials Positioned for Growth Closing


 
Safe Harbor Statement The information in this presentation may contain statements based on management’s beliefs, assumptions, expectations, estimates and/or projections about the future. Such "forward-looking statements," as defined in Section 21E of the Securities Exchange Act of 1934, as amended, involve a degree of uncertainty and attendant risk. Actual outcomes and results may differ, explicitly or by implication. We are not obliged to revise or update these statements to reflect unanticipated events. This document should be read in conjunction with Arrow’s Annual Report on Form 10-K for the year ended December 31, 2024 and other filings with the Securities and Exchange Commission.


 
Acknowledgements Annual Meeting Technical Support Michele Kloeppel and Bill Vega Attorneys Justin Murberg, CPA Audit Senior Manager Frank Arren Inspector of Elections


 
Arrow Overview


 
Our Family of Companies


 
Our Market as of March 31, 2025 Insurance Offices Bank Branches 938 • $4.5 billion in assets • 580 plus employees • Primary service area population of more than 1.1 million


 
Our Guiding Language To strengthen financial lives within our communities through the power of care, capability, commitment and collaboration. To build meaningful and long-lasting relationships with our customers, employees and shareholders. Our Mission Statement: Our Vision Statement:


 
Our Values We are your neighbors We believe a great team delivers great results We continuously improve We do the right thing the right way We make data-driven decisions We value differences.


 
Our Philanthropy


 
Welcome To Our New Directors James M. Dawsey President, MLB Construction Services, LLC Daniel J. White Retired Managing Partner, KPMG LLP Albany Dr. Kristine D. Duffy President, SUNY Adirondack Philip Morris CEO, Proctors Collaborative


 
Thank You, Mr. Dake Gary C. Dake President, Stewart’s Shops Corp.


 
Our Directors Mark L. Behan Founder and President, Behan Communications, Inc. Tenée R. Casaccio, AIA Chair President, JMZ Architects and Planners, P.C. Gregory J. Champion Retired Chief Legal Officer, Syncromune, Inc. James M. Dawsey President, MLB Construction Services, LLC David S. DeMarco President and CEO, Arrow Financial Corporation Dr. Kristine D. Duffy President, SUNY Adirondack Colin L. Read, PhD Professor – Department of Economics and Finance, SUNY Plattsburgh Raymond F. O’Conor Retired President and CEO, Saratoga National Bank Daniel J. White Retired Managing Partner, KPMG LLP Albany David G. Kruczlnicki Retired President and CEO, Glens Falls Hospital Elizabeth A. Miller President and CEO, Miller Mechanical Services, Inc. Philip Morris CEO, Proctors Collaborative


 
In Memoriam Herbert A. Heineman, Jr. Michael F. Massiano, Jr. (Chairman Emeritus) Richard J. Reisman, DMD


 
Our Executive Management Brooke Pancoe EVP and Chief Human Resources Officer Marc Yrsha SEVP and Chief Banking Officer Andrew Wise SEVP and Chief Risk Officer Michael Jacobs EVP and Chief Information Officer Penko K. Ivanov SEVP, Chief Financial Officer, Treasurer and Chief Accounting Officer David S. DeMarco President and CEO, Arrow Financial Corporation David Kaiser SEVP and Chief Credit Officer


 
Thank You, Mr. Kaiser David Kaiser SEVP and Chief Credit Officer


 
Our Senior Management Arleen Girard SVP and Director of Business Services Douglas Thorn SVP and Director of Insurance Operations Annette Reitano SVP and Director of Marketing and Communications Scott Duggleby SVP and Director of Wealth Management Ginny Sullivan SVP and Director of Residential Lending Leslie Munger SVP and Director of Compliance and Risk Kurt Moser SVP and Director of Corporate Banking Ryan Case SVP and Capital Region Market Executive Daniel Segrell SVP and Director of Consumer Lending Wendy Lanzone SVP and CEX Director of Deposit and Loan Services Wendy Brust SVP and Director of Information Technology Alex Rusate SVP and Director of Internal Audit Candice Healy SVP and Director of Retail Banking Dave Riihimaki SVP and Director of Credit Administration Ian Williams SVP and Director of Retail and Business Banking


 
Business Meeting


 
2025 Shareholder Voting Proposals 1. The election of four Class C Directors to three-year terms, one Class A director to the remainder of their term and one Class B director to the remainder of their term. 2. Advisory approval of our 2024 executive compensation (“Say-on-Pay”). 3. Ratification of the selection of Crowe LLP ("Crowe") as our independent auditor for 2025. 4. Any other business that may properly come before the 2025 Annual Meeting, or any adjournment or postponement thereof.


 
Financials


 
Financial Highlights In 2024, we delivered loan growth, an expanded net interest margin and successfully executed on select balance sheet strategies – delivering solid financial results while building the foundation for a more successful 2025.


 
2024 Summary Total Assets $4.3B up 3.3% from prior year $3.4B up 5.8% from prior year Total Loans Earnings Per Share (Reported) $1.77 0.70% Return on Average Assets Total loans do not include FV hedge mark of $2.2M Earnings per share were negatively impacted by $0.28 in 2024 resulting from charges for unification activities as well as repositioning our securities portfolio – actions that have positioned us for a better future.


 
$2,196 $2,386 $2,595 $2,668 $2,983 $3,207 $3,392 2018 2019 2020 2021 2022 2023 2024 Loans Loans and Deposits Dollars in millions History of strong performance Total loans do not include FV hedge mark of $5.8M and $2.2M in 2023 and 2024, respectively. $2,346 $2,616 $3,235 $3,550 $3,498 $3,513 $3,558 2018 2019 2020 2021 2022 2023 2024 Deposits 7.2% CAGR 7.5% CAGR


 
Key Metrics Core 2024 excludes several items that are deemed non-recurring, one-time or linked to specific events that are not reflective of our ongoing run-rate. Examples of such items are unification and acquisition related expenses, losses on repositioning of the securities portfolio and carry-over expenses relating to our filing delays in 2023. All these items were previously disclosed in various SEC filings, such as our 2024 Form-10K and our 2024 and first quarter 2025 Form 10-Q filings along with 8-K filings as necessary from time to time. 1.17% 1.28% 1.21% 0.74% 0.70% 0.81% 2020 2021 2022 2023 2024 Core 2024 Return on Average Assets 12.77% 14.09% 13.55% 8.29% 7.72% 8.93% 2020 2021 2022 2023 2024 Core 2024 Return on Average Equity $0.93 $0.96 $1.03 $1.07 $1.09 2020 2021 2022 2023 2024 Cash Dividends Paid Per Share $2.41 $2.92 $2.86 $1.77 $1.77 $2.05 2020 2021 2022 2023 2024 Core 2024 Reported EPS


 
Strong Capital Position 9.60% 12.71% 13.35% 14.47% 8.78% 4.00% 4.50% 6.00% 8.00% 0% 2% 4% 6% 8% 10% 12% 14% 16% Tier 1 Leverage Ratio Common Equity Tier 1 Capital Tier 1 Risk-Based Capital Total Risk-Based Capital Tangible Common Equity Select Capital Ratios – Arrow Minimum Regulatory Capital Ratios 2024 $302 $334 $371 $354 $380 $401 2019 2020 2021 2022 2023 2024 Stockholders’ Equity


 
1Q 2025 Performance


 
1Q 2025 Highlights ➢ Reported Net Income of $6.3 million (EPS of $0.38), includes non-core unification expenses of $0.6M ($0.03/share) ➢ Record Net Interest Income of $31.4 million ➢ Fully tax equivalent Net Interest Margin of 3.08% vs. 2.85% for the 4th quarter of 2024 ➢ Loan growth ~$22M ➢ Share repurchases of $3.4 million (128,047 shares at an avg. cost of $26.48 per share) ➢ Tangible Book Value of $22.72/share – increase of $0.32/share from year-end ➢ Return on Average Assets (ROA) improved to 0.59%, up from 0.41% in the previous quarter ➢ Excluding specific reserve and non-core unification related expenses, ROA was 0.91% ➢ CRE participation resulting in $3.75M specific reserve ($0.17/share) – charged off in April 2025 • 1Q 2025 allowance for credit losses (ACL) coverage ratio to 1.11 (1.00 excluding specific reserve) • Non-performing loans (excluding above referenced CRE participation) are 0.12% of loans ➢ Added Director of Wealth Management with focus on growth (organic and M&A) 1 Other Activity Subsequent to 1Q 2025 ➢ In April 2025, increased share repurchase authority by $5.0M • Share repurchases of an additional $3.1 million (approx. 120 thousand shares at an avg. cost of $26.24 per share) through May 30, 2025 1 Commercial Real Estate


 
1Q 2025 Financial Summary $22.40 $22.72 4Q24 1Q25 Fully Diluted Tangible Book Value 2.85% 3.08% 4Q24 1Q25 FTE Net Interest Margin (NIM) $3,392 $3,414 4Q24 1Q25 Loan Balances Dollars in millions $3,558 $3,668 4Q24 1Q25 Deposit Balances Dollars in millions Deposits exclude $270M of brokered certificate of deposits in 4Q24 and $300M in 1Q25. Loans exclude impact of FV hedge mark.


 
Positioned for Growth


 
Overall Strong Performance Unified Our Brand Expanded Our Presence Enhanced Security Delivered Strong Financial Performance


 
Arrow Bank: One Name, One Vision


 
Growing Our Business • Whitehall Branch Acquisition • Total of 9 branches in Washington County • Strategic growth supports customers needs • A&B Agency, Inc. • Expanded reach in Capital Region, Hudson Valley and Mohawk Valley • Enhanced employee benefits solutions


 
Advancing Technology • Joined Allpoint ATM Network – 50,000+ fee-free ATMs globally • Access at top retailers and pharmacies • Launched new digital wealth platform with enhanced tools and features • Supporting smarter financial decisions anytime, anywhere


 
Safer Banking, Together Check Fraud Scams Recover Funds Track Cases Work with authorities, other banks and attorneys Minimize Loss – Bank and Customer Educate – Internally and Externally


 
Awards 72CONSECUTIVE QUARTERS Arrow Bank Piper Sandler Sm-All Stars: Class of 2024 List Arrow Financial Corporation


 
Our Team


 




Annual Meeting of Shareholders June 4, 2025