0000717538 FALSE 0000717538 2024-04-24 2024-04-24
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: April 24, 2024
(Date of earliest event reported)
A RROW 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 2.02. Results of Operations and Financial Condition.
On April 30, 2024, Arrow Financial Corporation (the "Company") issued a press release containing unaudited financial information and accompanying discussion for the quarter and year-to-date period ended March 31, 2024. A copy of this press release is furnished as Exhibit 99.1 to this report on Form 8-K.
Item 7.01. Regulation FD Disclosure.
On April 30, 2024, the Company made available certain presentation material (the "First Quarter 2024 Investor Presentation"), which includes among other things, a review of financial results and trends through the period ended March 31, 2024. The furnished First Quarter 2024 Investor Presentation should be read in conjunction with our Earnings Release for the quarter ended March 31, 2024.
A copy of the presentation material is included as Exhibit 99.2 to this current report on Form 8-K and is incorporated herein by reference.
The information furnished under this Report, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or 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 8.01. Other Events.
On April 24, 2024, the Board of Directors (the “Board”) of the Company declared a quarterly cash dividend of $0.27 per share payable May 24, 2024 to shareholders of record on May 13, 2024.
Additionally on April 24, 2024, the Board approved a new stock repurchase program, under which the Board authorized management, in its discretion, to repurchase from time to time, in the open market or in privately negotiated transactions, up to $5 million of Arrow common stock. This approval follows the Company’s full utilization of the prior $9.1 million stock repurchase program.
As previously disclosed in the Company’s definitive proxy statement filed on April 25, 2024, on April 22, 2024, the parties reached an agreement in principle to settle the previously disclosed a class action complaint against the Company filed on June 23, 2023 by Robert C. Ashe in the United States District Court for the Northern District of New York, subject to final documentation and court approval. Management believes that the settlement will not have a material effect on the Company’s financial results.
Item 9.01. Financial Statements and Exhibits.
Exhibits:
Exhibit No. Description
Exhibit 99.1 Arrow Financial Corporation Earnings Press Release April 30, 202 4
Exhibit 99.2 Arrow Financial Corporation First Quarter 202 4 Investor Presentation
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: | April 30, 2024 | /s/ Penko Ivanov
|  | Penko Ivanov
|  | Chief Financial Officer