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Arrow Financial AROW Form 10-Q filing Q2 FY2026

Filed
Aug 6, 2026, 1:50 PM EDT
Fiscal quarter
Q2 FY2026
Calendar quarter
Q2 2026
Accession
0000717538-26-000117

PART I - FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS

In Thousands, Except Share and Per Share Amounts · Unaudited

View SEC source
Line itemJune 30,2026December 31,2025
ASSETS
Cash and Due From Banks
Interest-Earning Deposits at Banks
Investment Securities:
Available-for-Sale at Fair Value
Held-to-Maturity (Fair Value of $65,270 at June 30, 2026 and $66,569 at December 31, 2025)
Equity Securities5,8975,597
Other Investments18,3514,372
Loans
Allowance for Credit Losses()()
Net Loans
Premises and Equipment, Net
Goodwill
Other Intangible Assets, Net
Other Assets
Total Assets$4,482,359$4,445,862
LIABILITIES
Noninterest-Bearing Deposits
Interest-Bearing Checking Accounts871,965862,192
Savings Deposits1,590,6801,557,638
Time Deposits over $250
Other Time Deposits
Total Deposits
Borrowings
Junior Subordinated Obligations Issued to Unconsolidated Subsidiary Trusts20,00020,000
Finance Leases
Other Liabilities45,77145,347
Total Liabilities4,036,0534,014,010
STOCKHOLDERS’ EQUITY
Preferred Stock, Par Value; Shares Authorized at June 30, 2026 and December 31, 2025 ( issued)
Common Stock, Par Value: Shares Authorized; Shares Issued and and outstanding at June 30, 2026 and December 31, 2025
Additional Paid-in Capital
Retained Earnings116,806102,271
Accumulated Other Comprehensive Loss(5,390)(4,037)
Treasury Stock, at Cost ( Shares at June 30, 2026 and Shares at December 31, 2025)()()
Total Stockholders’ Equity446,306431,852
Total Liabilities and Stockholders’ Equity

See Notes to Unaudited Interim Consolidated Financial Statements.

CONSOLIDATED STATEMENTS OF INCOME

In Thousands, Except Per Share Amounts · Unaudited

View SEC source
Line itemThree Months Ended June 30, 2026Three Months Ended June 30, 2025Six Months Ended June 30, 2026Six Months Ended June 30, 2025
INTEREST AND DIVIDEND INCOME
Interest and Fees on Loans
Interest on Deposits at Banks1,2001,6222,8753,243
Interest and Dividends on Investment Securities:
Fully Taxable4,7173,7909,2467,398
Exempt from Federal Taxes5195619831,148
Total Interest and Dividend Income
INTEREST EXPENSE
Interest-Bearing Checking Accounts
Savings Deposits8,9339,36717,64918,850
Time Deposits over $250
Other Time Deposits
Borrowings
Junior Subordinated Obligations Issued to Unconsolidated Subsidiary Trusts171171340340
Interest on Financing Leases45429289
Total Interest Expense17,68619,04035,35038,049
NET INTEREST INCOME
Provision for Credit Losses on Loans
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES
NON-INTEREST INCOME
Income From Fiduciary Activities
Fees for Other Services to Customers
Insurance Commissions
Net Gain (Loss) on Securities155(40)300277
Net Gain on Sales of Loans
Other Operating Income
Total Non-Interest Income
NON-INTEREST EXPENSE
Salaries and Employee Benefits
Occupancy Expenses, Net
Technology and Equipment Expense
FDIC Assessments
Other Operating Expense5,0683,3768,9158,087
Total Non-Interest Expense
INCOME BEFORE PROVISION FOR INCOME TAXES13,89613,89631,24122,028
Provision for Income Taxes
NET INCOME$10,962$10,805$24,447$17,115
Average Shares Outstanding:
Basic
Diluted
Per Common Share:
Basic Earnings
Diluted Earnings

See Notes to Unaudited Interim Consolidated Financial Statements.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

In Thousands · Unaudited

View SEC source
Line itemThree Months Ended June 30, 2026Three Months Ended June 30, 2025Six Months Ended June 30, 2026Six Months Ended June 30, 2025
Net Income$10,962$10,805$24,447$17,115
Other Comprehensive (Loss) Income, Net of Tax:
Net Unrealized Securities Holding (Loss) Gain Arising During the Period()()
Net Unrealized Gain (Loss) on Cash Flow Hedge Agreements()()
Reclassification of Net Unrealized Loss (Gain) on Cash Flow Hedge Agreements to Interest Expense44(414)260(733)
Amortization of Net Retirement Plan Actuarial Gain()()()()
Amortization of Net Retirement Plan Prior Service Cost
Other Comprehensive (Loss) Income()()
Comprehensive Income

See Notes to Unaudited Interim Consolidated Financial Statements.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

In Thousands, Except Share and Per Share Amounts · Unaudited

View SEC source
Line itemSix Months Ended June 30, 2026Common StockSix Months Ended June 30, 2026Additional Paid-In CapitalSix Months Ended June 30, 2026Retained EarningsSix Months Ended June 30, 2026Accumu-lated Other Com-prehensive LossSix Months Ended June 30, 2026Treasury StockTotal
Balance at December 31, 2025$22,067$414,506$102,271$(4,037)$(102,955)$431,852
Net Income24,44724,447
Other Comprehensive Loss(1,353)()
Cash Dividends Paid, per Share(9,912)()
Stock Options Exercised, Net ( Shares)583227810
Shares Issued Under the Directors’ Stock Plan ( Shares)18655241
Shares Issued Under the Employee Stock Purchase Plan ( Shares)11439153
Shares Issued Related to Restricted Stock Units (2,753 Shares)(21)21
Shares Issued, Net of Forfeitures, Related to Restricted Share Awards ( Shares)(562)562
Compensation expense related to Employee Stock Purchase Plan16
Stock-Based Compensation Expense535
Purchase of Treasury Stock related to vesting or exercise of stock based compensation awards (13,889 Shares)(483)(483)
Balance at June 30, 2026$22,067$415,357$116,806$(5,390)$(102,534)$446,306
Three Months Ended June 30, 2026
CommonStockAdditionalPaid-InCapitalRetainedEarningsAccumu-latedOther Com-prehensiveLossTreasuryStockTotal
Balance at March 31, 2026$22,067$414,431$110,804$(4,764)$(102,395)$440,143
Net Income10,96210,962
Other Comprehensive Loss(626)()
Cash Dividends Paid, per Share(4,960)()
Stock Options Exercised, Net ( Shares)476169645
Shares Issued Under the Directors’ Stock Plan ( Shares)9224116
Shares Issued Under the Employee Stock Purchase Plan ( Shares)561773
Shares Issued Related to Restricted Stock Units (2,753 Shares)(21)21
Shares Forfeited Related to Restricted Share Awards ( Shares)
Compensation expense related to Employee Stock Purchase Plan8
Stock-Based Compensation Expense315
Purchase of Treasury Stock related to the vesting or exercise of stock based compensation awards (10,431 Shares)(370)(370)
Balance at June 30, 2026$22,067$415,357$116,806$(5,390)$(102,534)$446,306
Line itemSix Months Ended June 30, 2025Common StockSix Months Ended June 30, 2025Additional Paid-In CapitalSix Months Ended June 30, 2025Retained EarningsSix Months Ended June 30, 2025Accumu-lated Other Com-prehensive LossSix Months Ended June 30, 2025Treasury StockTotal
Balance at December 31, 2024$22,067$413,476$77,215$(18,453)$(93,404)$400,901
Net Income17,11517,115
Other Comprehensive Income7,564
Cash Dividends Paid, per Share(9,360)()
Stock Options Exercised, Net ( Shares)6240102
Shares Issued Under the Directors’ Stock Plan ( Shares)17477251
Shares Issued Under the Employee Stock Purchase Plan ( Shares)11055165
Shares Issued Related to Restricted Stock Units (2,753 Shares)(22)22
Shares Issued Related to Restricted Share Awards ( Shares)(342)342
Compensation expense related to Employee Stock Purchase Plan17
Stock-Based Compensation Expense405
Purchase of Treasury Stock related to the vesting or exercise of stock based compensation awards (1,860 Shares)(51)(51)
Purchase of Treasury Stock under repurchase programs (325,007 Shares) 1(8,603)(8,603)
Balance at June 30, 2025$22,067$413,880$84,970$(10,889)$(101,522)$408,506
Three Months Ended June 30, 2025
CommonStockAdditionalPaid-InCapitalRetainedEarningsAccumu-latedOther Com-prehensiveLossTreasuryStockTotal
Balance at March 31, 2025$22,067$413,469$78,827$(13,520)$(96,434)$404,409
Net Income10,80510,805
Other Comprehensive Loss2,631
Cash Dividends Paid, per Share(4,662)()
Shares Issued Under the Directors’ Stock Plan ( Shares)8237119
Shares Issued Under the Employee Stock Purchase Plan ( Shares)542882
Shares Issued Related to Restricted Stock Units (2,753 Shares)(22)22
Compensation expense related to Employee Stock Purchase Plan8
Stock-Based Compensation Expense289
Purchase of Treasury Stock under repurchase programs (196,766 Shares) 1(5,175)(5,175)
Balance at June 30, 2025$22,067$413,880$84,970$(10,889)$(101,522)$408,506

1 Cost of Treasury Stock includes the Stock Buyback Tax Under the Inflation Reduction Act of 2022.

See Notes to Unaudited Interim Consolidated Financial Statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Dollars in Thousands

View SEC source
Cash Flows from Operating Activities:Six Months Ended June 30, 2026Six Months Ended June 30, 2025
Net Income$24,447$17,115
Provision for Credit Losses
Depreciation and Amortization2,5762,619
Net gain on equity securities()()
Loans originated and held-for-sale(14,427)(14,514)
Proceeds from the sale of loans held-for-sale
Net gain on the sale of loans()()
Net loss (gain) on the sale of premises and equipment, other real estate owned and repossessed assets()
Contributions to retirement benefit plans()()
Deferred income tax benefit()()
Settlement of purchased Energy Production Tax Credits(5,920)
Shares issued under the Directors’ Stock Plan241251
Stock-based compensation expense
Tax benefit from exercise of stock options
Net (increase) decrease in Other Assets()
Net increase (decrease) in Other Liabilities()
Net Cash Provided By Operating Activities
Cash Flows from Investing Activities:
Proceeds from maturities, calls, and principal repayments of securities AFS
Purchases of securities AFS()()
Proceeds from maturities, calls, and principal repayments of securities HTM
Purchases of securities HTM()()
Net increase in loans()()
Proceeds from sales of premises and equipment, OREO and repos
Purchases of premises and equipment()()
Purchase of FHLB stock(13,979)(204)
Net Cash (Used) Provided By Investing Activities()
Cash Flows from Financing Activities:
Net change in deposits()
Finance lease payments()()
Increase in Borrowings305,925
Net cash collateral received from (paid to) derivative counterparties1,650(1,710)
Purchase of treasury stock()()
Stock options exercised, net
Shares issued under ESPP
Cash dividends paid()()
Net Cash Provided By Financing Activities
Net (Decrease) Increase in Cash and Cash Equivalents()
Cash and Cash Equivalents at Beginning of Period214,183154,546
Cash and Cash Equivalents at End of Period$186,788$268,448
Supplemental Disclosures to Statements of Cash Flow Information:
Interest on deposits and borrowings
Income taxes
Transfer of loans to other real estate owned and repossessed assets1,4941,431
Total fair value of Commercial Loan Participation transferred to Other Assets10,648

See Notes to Unaudited Interim Consolidated Financial Statements.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1.RISKS AND UNCERTAINTIES

Nature of Operations - Arrow Financial Corporation ("Arrow"), a New York corporation, was incorporated on March 21, 1983 and is registered as a bank holding company within the meaning of the Bank Holding Company Act of 1956. Arrow's banking subsidiary is Arrow Bank National Association® ("Arrow Bank™") whose main office is located in Glens Falls, New York. Arrow Bank provides a full range of services to individuals and small to mid-size businesses in New York State from Albany to the Canadian border. In addition, through an indirect lending program, Arrow sources consumer loans from an extensive network of automobile dealers that operate throughout New York and Vermont. An active subsidiary of Arrow Bank is Upstate Agency LLC, offering insurance services including property, and casualty insurance, group health insurance and individual life insurance products. Arrow Bank has a wealth management department which provides investment management and trust services. North Country Investment Advisers, Inc., a registered investment adviser that provided investment advice to Arrow's proprietary mutual fund until the fund was transferred to a new investment advisor in the first half of 2025, and Arrow Properties, Inc., a real estate investment trust, or REIT, are subsidiaries of Arrow Bank. Arrow also directly owns two subsidiary business trusts, organized in 2003 and 2004 to issue trust preferred securities (TRUPs), which are still outstanding.

Concentrations of Credit - With the exception of some indirect auto lending, Arrow's loans are primarily with borrowers in upstate New York. Although the loan portfolio of Arrow Bank is well diversified, tourism has a substantial impact on the northeastern New York economy. Commitments to extend credit primarily relate to the same loan categories presented in Note 4 and are subject to the Company’s normal credit approval and monitoring procedures. Generally, the loans are secured by assets and are expected to be repaid from cash flow or the sale of selected assets of the borrowers. Arrow evaluates each customer's creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by Arrow upon extension of credit, is based upon Management's credit evaluation of the counterparty. The nature of the collateral varies with the type of loan and may include: residential real estate, cash and securities, inventory, accounts receivable, property, plant and equipment, income producing commercial properties and automobiles.

Liquidity - The objective of effective liquidity management is to ensure that Arrow has the ability to raise cash when needed at a reasonable cost. This includes the capability of meeting expected and unexpected obligations to Arrow's customers at any time. Given the uncertain nature of customer demands and the need to maximize earnings, Arrow must have available reasonably priced sources of funds, both on- and off-balance sheet, that can be accessed quickly in times of need. Arrow’s liquidity position should provide the Company with the necessary flexibility to address any unexpected near-term disruptions such as reduced cash flows from the investment and loan portfolio, unexpected deposit runoff, or increased loan originations.

Arrow's primary sources of available liquidity are overnight investments in federal funds sold, interest bearing bank balances at the Federal Reserve Bank of New York, FHLBNY Term Advances and cash flow from investment securities and loans.

In addition to liquidity from cash, short-term investments, investment securities and borrowings, Arrow has supplemented available operating liquidity with additional off-balance sheet sources such as a federal funds lines of credit with correspondent banks and credit lines with the FHLBNY.

Note 2. ACCOUNTING POLICIES

The accompanying unaudited interim Consolidated Financial Statements contain all of the adjustments necessary to present fairly the financial position as of June 30, 2026 and December 31, 2025; the results of operations for the three and six month periods ended June 30, 2026 and 2025; the consolidated statements of comprehensive income for the three and six month periods ended June 30, 2026 and 2025; the changes in stockholders' equity for the three and six month periods ended June 30, 2026 and 2025; and the cash flows for the six month periods ended June 30, 2026 and 2025. All such adjustments are of a normal recurring nature. The unaudited interim Consolidated Financial Statements should be read in conjunction with the audited annual Consolidated Financial Statements of Arrow for the year ended December 31, 2025 included in Arrow's Annual Report on Form 10-K for the year ended December 31, 2025 (the "2025 Form 10-K").

Accounting Standards Pending Adoption

ASU No. 2024-03, "Income Statement - Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses", requires new financial statement disclosures, disaggregating information for certain expense captions presented on the face of the income statements, including employee compensation, depreciation, and intangible asset amortization. In January 2025, the FASB issued ASU 2025-01, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which revises the effective date of ASU 2024-03. The ASU will become effective in interim reporting periods within annual reporting periods beginning after December 15, 2027 and early adoption is permitted. Aside from complying with the new disclosure requirements, the adoption is not expected to have a material impact on the consolidated financial statements.

Other recently issued accounting standards not yet adopted as of June 30, 2026 are not expected to have a material effect on the Company’s consolidated financial position, annual results of operations and/or cash flows.

Management’s Use of Estimates

The preparation of the Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of income and expenses during the reporting period. Our most significant estimates are the allowance for credit losses, the evaluation of impairment of investment securities, goodwill impairment, pension and other postretirement liabilities and an analysis of a need for a valuation allowance for deferred tax assets. Actual results could differ from those estimates.

A material estimate that is particularly susceptible to significant change in the near term is the allowance for credit losses. In connection with the determination of the allowance for credit losses, management obtains appraisals for properties. The allowance for credit losses is management’s best estimate of expected credit losses as of the balance sheet date. While management uses available information to recognize losses on loans, future adjustments to the allowance for credit losses may be necessary based on changes in economic conditions.

Allowance for Credit Losses – Loans

Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (CECL) approach requires an estimate of the credit losses expected over the life of a loan (or pool of loans). The allowance for credit losses is a valuation account that is deducted from, or added to, the loans’ amortized cost basis to present the net lifetime amount expected to be collected on the loans. Credit losses are charged off against the allowance when management believes a loan balance to be uncollectible. Expected recoveries do not exceed the aggregate of amounts previously charged off and expected to be charged off.

Management estimates the allowance using relevant available information from internal and external sources related to past events, current conditions, and a reasonable and supportable single economic forecast. Historical credit loss experience provides the basis for the estimation of expected credit losses. Arrow's historical loss experience is supplemented with peer information when there is insufficient loss data for Arrow. Peer selection is based on a review of institutions with comparable loss experience as well as loan yield, bank size, portfolio concentration and geography. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in credit concentrations, delinquency level, collateral values and underwriting standards as well as changes in economic conditions or other relevant factors. Management judgment is required at each point in the measurement process.

Portfolio segment is defined as the level at which an entity develops and documents a systematic methodology to determine its allowance for credit losses. Management developed portfolio segments for estimating loss based on type of borrower and collateral as follows:

Commercial Loans

Commercial Real Estate Loans

Consumer Loans

Residential Loans

Further details related to loan portfolio segments are included in Note 4. Loans to the Consolidated Financial Statements of this Form 10-Q.

Arrow utilizes regression analyses of peer data where observed credit losses and selected economic factors were utilized to determine suitable loss drivers for modeling lifetime probability of default (PD) rates. Arrow uses the discounted cash flow (DCF) method to estimate expected credit losses for the commercial, commercial real estate, and residential segments. For each of these loan segments, Arrow generates cash flow projections at the instrument level wherein payment expectations are adjusted for estimated prepayment speed, curtailments, time to recovery, PD, and segment-specific loss given default (LGD) risk factors. The modeling of expected prepayment speeds, curtailment rates, and time to recovery are based on historical internal data and adjusted, if necessary, based on the reasonable and supportable forecast of economic conditions.

For the loan segments utilizing the DCF method (commercial, commercial real estate, and residential) management utilizes externally developed economic forecast of the following economic factors as loss drivers: national unemployment, gross domestic product and Case-Shiller U.S. National Home Price Index (HPI). The economic forecast is applied over a reasonable and supportable forecast period. Arrow utilizes a six quarter reasonable and supportable forecast period with an eight quarter reversion to the historic mean on a straight-line basis.

The combination of adjustments for credit expectations (default and loss) and timing expectations (prepayment, curtailment, and time to recovery) produces an expected cash flow stream at the instrument level. Instrument effective yield is calculated, net of the impacts of prepayment assumptions, and the instrument expected cash flows are then discounted at that effective yield to produce an instrument-level net present value of expected cash flows (NPV). An allowance for credit loss is established for the difference between the instrument’s NPV and amortized cost basis.

Arrow uses the vintage analysis method to estimate expected credit losses for the consumer loan segment. The vintage method was selected since the loans within the consumer loan segment are homogeneous, not just by risk characteristic, but by loan structure. Under the vintage analysis method, a loss rate is calculated based on the quarterly net charge-offs to the outstanding loan balance for each vintage year over the lookback period. Once this periodic loss rate is calculated for each quarter in the lookback period, the periodic rates are averaged into the loss rate. The loss rate is then applied to the outstanding loan balances based on the loan's vintage year. Arrow maintains, over the life of the loan, the loss curve by vintage year. If estimated losses computed by the vintage method need to be adjusted based on current conditions and the reasonable and supportable economic forecast, these adjustments would be incorporated over a six quarter reasonable and supportable forecast period, reverting to historical losses using a straight-line method over an eight quarter period.

Arrow considers the need to qualitatively adjust expected credit loss estimates for information not already captured in the loss estimation process. These qualitative factor adjustments may increase or decrease management’s estimate of expected credit losses. Adjustments are not made for information that has already been considered and included in the loss estimation process.

Arrow considers the qualitative factors that are relevant to Arrow as of the reporting date, which may include, but are not limited to the following factors:

  • The nature and volume of Arrow's financial assets;
  • The existence, growth, and effect of any concentrations of credit;
  • The volume and severity of past due loans, the volume of nonaccrual loans, and the volume and severity of adversely classified or graded loans;
  • The value of the underlying collateral for loans that are not collateral-dependent;
  • Arrow's lending policies and procedures, including changes in underwriting standards and practices for collections, write-offs, and recoveries;
  • The quality of Arrow's loan review function;
  • The experience, ability, and depth of Arrow's lending, investment, collection, and other relevant management/staff;
  • The effect of other external factors such as the regulatory, legal and technological environments; competition; and events such as natural disasters;
  • Actual and expected changes in international, national, regional, and local economic and business conditions and developments in which the institution operates that affect the collectability of financial assets; and
  • Other qualitative factors not reflected in quantitative loss rate calculations.

All loans that exceed $250 thousand which are on nonaccrual, are evaluated on an individual basis. For collateral dependent financial assets where Arrow has determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and Arrow expects repayment of the financial asset to be provided substantially through the sale of the collateral, Arrow has elected to measure the allowance for credit loss as the difference between the fair value of the collateral less cost to sell, and the amortized cost basis of the asset as of the measurement date. In the event the repayment of a collateral dependent financial asset is expected to be provided substantially through the operation of the collateral, Arrow will use fair value of the collateral at the reporting date when recording the net carrying amount of the asset and determining the allowance for credit losses. When repayment is expected to be from the sale of the collateral, expected credit losses are calculated as the amount by which the amortized cost basis of the financial asset exceeds the fair value of the underlying collateral less estimated cost to sell. The allowance for credit losses may be zero if the fair value of the collateral at the measurement date exceeds the amortized cost basis of the financial asset.

Arrow evaluates whether a modification represents a new loan or a continuation of an existing loan, consistent with the current GAAP treatment for other loan modifications. In addition, Arrow evaluates and if necessary, discloses if loan modifications made to borrowers experiencing financial difficulty contain a financial concession

Estimated Credit Losses on Off-Balance Sheet Credit Exposures Recognized as Other Liabilities - Arrow estimates expected credit losses over the contractual period in which Arrow has exposure to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by Arrow. The allowance for credit losses on off-balance sheet credit exposures recognized in other liabilities, is adjusted as an expense in other non-interest expense. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over their estimated lives. Estimating credit losses on unfunded commitments requires Arrow to consider the following categories of off-balance sheet credit exposure: unfunded commitments to extend credit, unfunded lines of credit, and standby letters of credit. Each of these unfunded commitments is then analyzed for a probability of funding to calculate a probable funding amount. The life of loan loss factor by related portfolio segment from the loan allowance for credit loss calculation is then applied to the probable funding amount to calculate the estimated credit losses on off-balance sheet credit exposures recognized as other liabilities.

Note 3. INVESTMENT SECURITIES (In Thousands)

The following table is the schedule of Available-For-Sale ("AFS") Securities at June 30, 2026 and December 31, 2025:

Available-For-Sale SecuritiesJune 30, 2026Available-For-Sale SecuritiesU.S. TreasuriesAvailable-For-Sale SecuritiesU.S. Government & Agency ObligationsAvailable-For-Sale SecuritiesState and Municipal ObligationsAvailable-For-Sale SecuritiesMortgage-Backed SecuritiesAvailable-For-Sale SecuritiesCorporateand Other Debt SecuritiesTotal Available-For-Sale Securities
Available-For-Sale Securities, at Amortized Cost$78,614$25,000$160$389,614$26,250
Gross Unrealized Gains596526375
Gross Unrealized Losses(112)(202)(22,531)(88)()
Available-For-Sale Securities, at Fair Value$79,098$24,798$160$367,609$26,537
Available-For-Sale Securities, Pledged as Collateral, at Fair Value241,011
Maturities of Debt Securities, at Amortized Cost:
Within One Year$25,000$145$25,145
From 1 - 5 Years73,55816047,6401,000122,358
From 5 - 10 Years5,05658,51625,25088,822
Over 10 Years283,313283,313
Maturities of Debt Securities, at Fair Value:
Within One Year$24,798$144
From 1 - 5 Years74,15316046,481976
From 5 - 10 Years4,94554,11125,561
Over 10 Years266,873
Securities in a Continuous Loss Position, at Fair Value:
Less than 12 Months$4,945$104,945$5,186
12 Months or Longer24,798178,912976
Total$4,945$24,798$283,857$6,162
Number of Securities in a Continuous Loss Position13936
Unrealized Losses on Securities in a Continuous Loss Position:
Less than 12 Months$112$1,002$64
12 Months or Longer20221,52924
Total$112$202$22,531$88
December 31, 2025
Available-For-Sale Securities, at Amortized Cost$78,436$25,000$200$385,766$23,500
Gross Unrealized Gains2,1392,153194
Gross Unrealized Losses(12)(184)(21,238)(86)()
Available-For-Sale Securities, at Fair Value$80,563$24,816$200$366,681$23,608
Available-For-Sale Securities, Pledged as Collateral, at Fair Value234,933
Securities in a Continuous Loss Position, at Fair Value:
Less than 12 Months$5,047$13,154$4,436
Available-For-Sale SecuritiesAvailable-For-Sale SecuritiesU.S. TreasuriesAvailable-For-Sale SecuritiesU.S. Government & Agency ObligationsAvailable-For-Sale SecuritiesState and Municipal ObligationsAvailable-For-Sale SecuritiesMortgage-Backed SecuritiesAvailable-For-Sale SecuritiesCorporateand Other Debt SecuritiesTotal Available-For-Sale Securities
12 Months or Longer24,816193,635979
Total$5,047$24,816$206,789$5,415
Number of Securities in a Continuous Loss Position13834
Unrealized Losses on Securities in a Continuous Loss Position:
Less than 12 Months$12$8$64
12 Months or Longer18421,23022
Total$12$184$21,238$86

There was allowance for credit losses for the AFS debt securities portfolio at either June 30, 2026 or December 31, 2025.

The following table is the schedule of Held-To-Maturity ("HTM") Securities at June 30, 2026 and December 31, 2025:

Held-To-Maturity SecuritiesJune 30, 2026Held-To-Maturity SecuritiesState and Municipal ObligationsHeld-To-Maturity SecuritiesMortgage-Backed SecuritiesTotal Held-To Maturity Securities
Held-To-Maturity Securities, at Amortized Cost$62,495$2,995
Gross Unrealized Losses(147)(73)()
Held-To-Maturity Securities, at Fair Value62,3482,92265,270
Held-To-Maturity Securities, Pledged as Collateral, at Carrying Value18,048
Held-To-Maturity Securities, Pledged as Collateral, at Fair Value17,827
Maturities of Debt Securities, at Amortized Cost:
Within One Year$53,320
From 1 - 5 Years7,9501,910
From 5 - 10 Years1,225
Over 10 Years1,085
Maturities of Debt Securities, at Fair Value:
Within One Year$53,230$53,230
From 1 - 5 Years7,8941,8759,769
From 5 - 10 Years1,2241,224
Over 10 Years1,0471,047
Securities in a Continuous Loss Position, at Fair Value:
Less than 12 Months$559$559
12 Months or Longer15,6712,922
Total$16,230$2,922$19,152
Held-To-Maturity SecuritiesHeld-To-Maturity SecuritiesState and Municipal ObligationsHeld-To-Maturity SecuritiesMortgage-Backed SecuritiesTotal Held-To Maturity Securities
Number of Securities in a Continuous Loss Position601676
Unrealized Losses on Securities in a Continuous Loss Position:
Less than 12 Months$1$1
12 Months or Longer14673219
Total$147$73
December 31, 2025
Held-To-Maturity Securities, at Amortized Cost$62,870$4,105
Gross Unrealized Losses(324)(82)()
Held-To-Maturity Securities, at Fair Value62,5464,02366,569
Held-To-Maturity Securities, Pledged as Collateral, at Carrying Value35,078
Held-To-Maturity Securities, Pledged as Collateral, at Fair Value34,672
Securities in a Continuous Loss Position, at Fair Value:
Less than 12 Months$400$400
12 Months or Longer32,1384,023
Total$32,538$4,023$36,561
Number of Securities in a Continuous Loss Position10916125
Unrealized Losses on Securities in a Continuous Loss Position:
Less than 12 Months
12 Months or Longer32482406
Total$324$82

In the tables above, maturities of mortgage-backed securities are included based on their contractual lives. Actual maturities will differ because issuers may have the right to call or prepay obligations with or without prepayment penalties.

Securities in a continuous loss position, in the tables above for June 30, 2026 and December 31, 2025 do not reflect any material deterioration of the credit worthiness of the issuing entities.

Arrow evaluates AFS debt securities in unrealized loss positions at each measurement date to determine whether the decline in the fair value below the amortized cost basis (impairment) is due to credit-related factors or non-credit-related factors. Any impairment that is not credit related is recognized in other comprehensive income, net of applicable taxes. Credit-related impairment is recognized within the allowance for credit losses on the balance sheet, limited to the amount by which the amortized cost basis exceeds the fair value, with a corresponding adjustment to earnings via credit loss expense. Arrow determined that at June 30, 2026 and December 31, 2025, gross unrealized losses were attributable to changes in interest rates, relative to when the investment securities were purchased, and not due to the credit quality of the investment securities. Arrow does not intend to sell, nor is it more likely than not that Arrow will be required to sell, any securities before recovery of its amortized cost basis, which may be at maturity. Therefore, Arrow carried allowance for credit loss at June 30, 2026 or December 31, 2025 and there was no credit loss expense recognized by Arrow with respect to the securities portfolio during the six months ended June 30, 2026 or the year ended December 31, 2025.

Arrow's HTM debt securities are comprised of U.S. government-sponsored enterprises (GSEs) or state and municipal obligations. GSE securities carry the explicit and/or implicit guarantee of the U.S. government, are widely recognized as “risk free,” and have a long history of zero credit loss. Arrow determined that the expected credit loss on its HTM debt portfolio was immaterial and therefore allowance for credit loss was recorded as of June 30, 2026.

The following table is the schedule of Equity Securities at June 30, 2026 and December 31, 2025:

Equity Securities

View SEC source
Line itemJune 30, 2026December 31, 2025
Equity Securities, at Fair Value$5,897$5,597

The following is a summary of realized and unrealized gains and losses recognized in income on equity securities during the three and six month periods ended June 30, 2026 and 2025:

Line itemThree Months Ended June 30, 2026Six Months Ended June 30, 2025Six Months Ended June 30, 20262025
Net Gain (Loss) on Equity Securities$()
Less: Net gain recognized during the reporting period on equity securities sold during the period
Unrealized net gain (loss) recognized during the reporting period on equity securities still held at the reporting date$()

Note 4. LOANS (In Thousands)

Loan Categories and Past Due Loans

The following two tables present loan balances outstanding as of June 30, 2026 and December 31, 2025 and an analysis of the recorded investment in loans that are past due at these dates. Generally, Arrow considers a loan past due 30 or more days when the borrower is two payments past due when monthly payments are required. Loans held-for-sale of $777 thousand and $3.4 million as of June 30, 2026 and December 31, 2025, respectively, are included in the residential real estate balances for current loans.

Schedule of Past Due Loans by Loan Category

View SEC source
June 30, 2026CommercialCommercialReal EstateConsumerResidentialTotal
Loans past due 30-59 days$239$11,015$449$11,703
Loans past due 60-89 days1896,7934,9143,67215,568
Loans past due 90 or more days1,2162,5613,777
Total loans past due4286,79317,1456,68231,048
Current loans172,629830,6681,066,0241,396,1723,465,493
Total Loans$173,057$837,461$1,083,169$1,402,854
December 31, 2025
Loans past due 30-59 days$584$13,476$808$14,868
Loans past due 60-89 days2552,8887,4953,50314,141
Loans past due 90 or more days1951,8863,5175,598
Total loans past due1,0342,88822,8577,82834,607
Current loans164,695815,3711,053,1501,385,2703,418,486
Total loans$165,729$818,259$1,076,007$1,393,098

Schedule of Nonaccrual Loans by Category

View SEC source
June 30, 2026CommercialCommercialReal EstateConsumerResidentialTotal
Loans 90 or more days past due and still accruing interest$32$1,455
Nonaccrual loans3,8381,2631,713
Nonaccrual with no allowance for credit loss1,0101,010
December 31, 2025
Loans 90 or more days past due and still accruing interest$27$31$1,982
Nonaccrual loans1681,8794,368
Nonaccrual with no allowance for credit loss1681,8794,3686,415

The Company recognized of interest income on nonaccrual loans during the three and six months ended June 30, 2026 or June 30, 2025 .

Arrow disaggregates its loan portfolio into the following four categories:

Commercial - Arrow offers a variety of loan options to meet the specific needs of our commercial customers including term loans, time notes and lines of credit. Such loans are made available to businesses for working capital needs such as inventory and receivables, business expansion and equipment purchases. Generally, a collateral lien is placed on equipment or other assets owned by the borrower. In the event of default by the borrower, Arrow may be required to liquidate collateral at deeply discounted values. To reduce the risk, management usually obtains personal guarantees to support the borrowing, as permitted by applicable law.

Commercial Real Estate - Arrow offers commercial real estate loans to finance real estate purchases, refinancings, expansions and improvements to commercial properties. Commercial real estate loans are made to finance the purchases of real property which generally consists of real estate with completed structures. These commercial real estate loans are typically secured by first liens on the real estate, which may include apartments, hotels, commercial structures, housing businesses, healthcare facilities, and both owner- and non-owner-occupied facilities. Arrow also offers commercial construction and land development loans to finance projects. Many projects will ultimately be used by the borrowers' businesses, while others are developed for resale. These real estate loans are also typically secured by first liens on the real estate, which may include apartments, hotels, commercial structures, housing businesses, healthcare facilities and both owner-occupied and non-owner-occupied facilities. There is elevated risk during the construction period, since the loan is secured by an incomplete project. Arrow’s commercial real estate loans are primarily located within the footprint of the Company’s branch network, with some loans extending into the greater upstate New York area. Arrow does not provide commercial real estate loans in major metropolitan areas such as New York City, Boston, etc.

Consumer Loans - This category is primarily comprised of automobile loans. Arrow primarily finances the purchases of automobiles indirectly through dealer relationships located throughout upstate New York and Vermont. Most automobile loans carry a fixed rate of interest with principal repayment terms typically ranging from three to seven years. Automobile loans are underwritten on a secured basis using the underlying collateral being financed. Arrow also offers a variety of consumer installment loans to finance personal expenditures. Most of these loans carry a fixed rate of interest with principal repayment terms typically ranging from one to five years, based upon the nature of the collateral and the size of the loan. In addition to installment loans, Arrow also offers personal lines of credit and overdraft protection. Several of these consumer loans are unsecured, which carry a higher risk of loss.

Residential - Residential real estate loans consist primarily of loans secured by first or second mortgages on primary residences. Arrow originates fixed-rate and adjustable-rate one-to-four-family residential real estate loans for the construction, purchase of real estate or refinancing of an existing mortgage. These loans are collateralized primarily by owner-occupied properties generally located in Arrow's market area. Loans on one-to-four-family residential real estate are generally originated in amounts of no more than 80% of the purchase price or appraised value (whichever is lower), or have private mortgage insurance. Arrow’s underwriting analysis for residential mortgage loans typically includes credit verification, independent appraisals, and a review of the borrower’s financial condition. Mortgage title insurance and hazard insurance are normally required. It is Arrow's general practice to underwrite residential real estate loans to secondary market standards. Construction loans have a unique risk, because they are secured by an incomplete dwelling. This risk is reduced through periodic site inspections, including one at each loan draw period. In addition, Arrow offers fixed home equity loans, as well as home equity lines of credit to consumers to finance home improvements, debt consolidation, education and other uses. Arrow originates home equity lines of credit and second mortgage loans (loans secured by a second junior lien position on one-to-four-family residential real estate). Risk is generally reduced through underwriting criteria, which include credit verification, appraisals, a review of the borrower's financial condition, and personal cash flows. A security interest, with title insurance when necessary, is taken in the underlying real estate.

Allowance for Credit Losses

Loan segments were selected by class code and application code to ensure each segment is comprised of loans with homogenous loan characteristics and similar risk profiles. The resulting loan segments are commercial, commercial real estate, consumer and residential real estate loans. Please see Note 2. Accounting Policies to the Consolidated Financial Statements for additional detail on our Allowance for Credit Losses.

The following table details activity in the allowance for credit losses on loans for the three and six months ended June 30, 2026 and June 30, 2025:

Allowance for Credit LossesAllowance for Credit LossesCommercialAllowance for Credit LossesCommercial Real EstateAllowance for Credit LossesConsumerAllowance for Credit LossesResidentialTotal
March 31, 2026$2,455$14,557$4,510$12,533
Charge-offs(88)(1,650)(32)()
Recoveries1,071
Provision372,313615(138)
June 30, 2026$2,404$16,870$4,546$12,363
December 31, 2025$2,954$15,260$4,090$12,018
Charge-offs(88)(3,210)(46)()
Recoveries1,830
Provision(462)1,6101,836391
June 30, 2026$2,404$16,870$4,546$12,363
March 31, 2025$1,801$18,236$4,147$13,587
Charge-offs(3,818)(1,225)(20)()
Recoveries75814
Provision9741,519657(2,556)
June 30, 2025$2,775$16,012$4,393$11,011
December 31, 2024$1,925$14,507$3,882$13,284
Charge-offs(3,818)(2,744)(51)()
Recoveries751,518
Provision8505,2481,737(2,222)
June 30, 2025$2,775$16,012$4,393$11,011

Estimated Credit Losses on Off-Balance Sheet Credit Exposures Recognized in Other Liabilities

As of June 30, 2026 and December 31, 2025, estimated credit losses on unfunded off-balance sheet credit exposures were million and million, respectively, and were included in other liabilities on the consolidated balance sheets.

Collateral Dependent Loans

The following table presents the amortized cost basis of collateral-dependent loans by class of loans as of June 30, 2026 and December 31, 2025:

June 30, 2026CommercialCollateral Type -Residential Real Estate$Collateral Type -Residential Real EstateCollateral Type - Commercial Real Estate$Collateral Type - Commercial Real EstateTotal Loans$Total Loans
Commercial Real Estate3,8383,838
Consumer
Residential1,0101,010
Total$1,010$3,838$4,848
December 31, 2025 · Commercial · Commercial Real EstateConsumerCollateral Type -Residential Real Estate · $Collateral Type -Residential Real EstateCollateral Type - Commercial Real Estate · $Collateral Type - Commercial Real EstateTotal Loans · $Total Loans
Residential3,1723,172
Total$3,172$$3,172

Through the provision for credit losses, an allowance for credit losses is maintained that reflects the best estimate of the calculated expected credit losses in Arrow's loan portfolio as of the balance sheet date. Additions are made to the allowance for credit losses through a periodic provision for credit losses. Actual credit losses are charged against the allowance for credit losses when loans are deemed uncollectible and recoveries of amounts previously charged off are recorded as credits to the allowance for credit losses.

Arrow's loan officers and risk managers meet at least quarterly to discuss and review the conditions and risks associated with certain criticized and classified commercial-related relationships. In addition, the independent internal loan review department performs periodic reviews of the credit quality indicators on individual loans in the commercial loan portfolio.

Arrow considers the need to qualitatively adjust expected credit loss estimates for information not already captured in the loss estimation process. These qualitative factor adjustments may increase or decrease management’s estimate of expected credit losses. Adjustments are not made for information that has already been considered and included in the loss estimation

process.

Please see Note 2. Accounting Policies to the Consolidated Financial Statements for the qualitative factors that are relevant as of the reporting date.

Loan Credit Quality Indicators and Modifications

Occasionally, the Company modifies loans to borrowers in financial distress by providing principal forgiveness, term extension, an other-than-insignificant payment delay or interest rate reduction. In some cases, the Company provides multiple types of concession on one loan. Typically, one type of concession, such as a term extension, is granted initially. The Company closely monitors the performance of loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of modification efforts. The Company did not modify loans to borrowers experiencing financial difficulty during the three and six months ended June 30, 2026.

The following table presents the amortized cost basis of loans at June 30, 2025 that were both experiencing financial difficulty and modified during the three and six months ended June 30, 2025, by class and by type of modification.

June 30, 2025

View SEC source
Commercial · Commercial Real EstateConsumerPrincipal Forgiveness · $Principal ForgivenessPayment Delay · $Payment DelayTerm Extension · $Term ExtensionInterest Rate Reduction · $Interest Rate ReductionCombination Term Extension and Principal Forgiveness · $Combination Term Extension and Principal ForgivenessCombination Term Extension and Interest Rate Reduction · $Combination Term Extension and Interest Rate ReductionTotal Class of Financing Receivable
Residential7050.05%
Total$$705$$$$0.02%

The following table presents the performance of loans that have been modified for borrowers experiencing financial difficulty in the last 12 months.

June 30, 2026

View SEC source
Commercial · Commercial Real EstateConsumerCurrent · $CurrentLoans Past Due 30-59 Days · $Loans Past Due 30-59 DaysLoans Past Due 60-89 Days · $Loans Past Due 60-89 DaysLoans Past Due 90 or more Days · $Loans Past Due 90 or more DaysTotal Loans Past Due · $Total Loans Past Due
Residential346
Total$346$$$$

There were no defaults during the three and six months ended June 30, 2026.

The following tables present credit quality indicators by total loans amortized cost basis by origination year as of June 30, 2026 and December 31, 2025:

June 30, 2026Term Loans Amortized Cost Basis by Origination Year2026Term Loans Amortized Cost Basis by Origination Year2025Term Loans Amortized Cost Basis by Origination Year2024Term Loans Amortized Cost Basis by Origination Year2023Term Loans Amortized Cost Basis by Origination Year2022Term Loans Amortized Cost Basis by Origination YearPriorRevolving Loans Amortized Cost BasisRevolving Loan Converted to TermTotal
Commercial:
Risk rating
Satisfactory$26,271$36,467$37,354$17,115$13,571$23,812$13,624$168,214
Special mention21325238
Substandard2649002,8266154,605
Doubtful
Total Commercial Loans$26,484$36,467$37,354$17,404$14,471$26,638$14,239$173,057
Current-period gross charge-offs$88$88
Commercial Real Estate:
Risk rating
Satisfactory$39,200$96,333$114,737$78,792$138,707$347,980$1,119$816,868
Special mention4,5356531,0793406,607
Substandard2,5276412,9554,9192,94413,986
Doubtful
Total Commercial Real Estate Loans$39,200$98,860$119,272$79,433$142,315$353,978$4,403$837,461
Current-period gross charge-offs
Consumer:
Risk rating
Performing$237,161$320,514$225,058$148,025$102,216$48,466$434$1,081,874
Nonperforming552513472831831761,295
Total Consumer Loans$237,216$320,765$225,405$148,308$102,399$48,642$434$1,083,169
Current-period gross charge-offs$12$547$1,021$563$571$496$3,210
Residential:
Risk rating
Performing$60,058$151,585$158,734$152,039$197,510$540,982$138,778$1,399,686
Nonperforming1503232842,0543573,168
Total Residential Loans$60,058$151,735$159,057$152,323$197,510$543,036$139,135$1,402,854
Current-period gross charge-offs$46$46
Total Loans
Total current-period gross charge-offs
December 31, 2025Term Loans Amortized Cost Basis by Origination Year2025Term Loans Amortized Cost Basis by Origination Year2024Term Loans Amortized Cost Basis by Origination Year2023Term Loans Amortized Cost Basis by Origination Year2022Term Loans Amortized Cost Basis by Origination Year2021Term Loans Amortized Cost Basis by Origination YearPriorRevolving Loans Amortized Cost BasisRevolving Loan Converted to TermTotal
Commercial:
Risk rating
Satisfactory$40,855$41,908$20,671$15,915$12,070$19,917$9,765$161,101
Special mention19625221
Substandard410922,8961,0094,407
Doubtful
Total Commercial Loans$41,051$41,908$21,106$16,007$12,070$22,813$10,774$165,729
Current-period gross charge-offs
Commercial Real Estate:
Risk rating
Satisfactory$90,358$113,616$78,723$128,103$96,305$264,374$2,112$773,591
Special mention3026,3482757,5044,7493,80847323,459
Substandard2,1273414,10430414,06926421,209
Doubtful
Total Commercial Real Estate Loans$92,787$119,964$79,339$139,711$101,358$282,251$2,849$818,259
Current-period gross charge-offs$1,656$2,162$3,818
Consumer:
Risk rating
Performing$370,436$281,349$194,467$144,210$62,395$20,796$444$1,074,097
Nonperforming1215023634213751281,910
Total Consumer Loans$370,557$281,851$194,830$144,631$62,770$20,924$444$1,076,007
Current-period gross charge-offs$291$1,472$1,380$1,367$904$271$5,685
Residential:
Risk rating
Performing$144,618$172,965$160,802$206,858$170,889$395,132$135,483$1,386,747
Nonperforming2041,0413371,9663422,2911706,351
Total Residential Loans$144,822$174,006$161,139$208,824$171,231$397,423$135,653$1,393,098
Current-period gross charge-offs$20$31$51
Total Loans
Total current-period gross charge-offs

For the purposes of the tables above, nonperforming consumer and residential loans were those loans on nonaccrual status or were 90 days or more past due and still accruing interest.

As of June 30, 2026 and December 31, 2025, the amortized cost of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings are in process was $569 thousand and $795 thousand, respectively.

For the allowance calculation, an internally developed system of five credit quality indicators is used to rate the credit worthiness of each commercial loan defined as follows:

  1. Satisfactory - "Satisfactory" borrowers have acceptable financial condition with satisfactory record of earnings and sufficient historical and projected cash flow to service the debt. Borrowers have satisfactory repayment histories and primary and secondary sources of repayment can be clearly identified;

  2. Special Mention - Loans in this category have potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institution’s credit position at some future date. "Special mention" assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification. Loans which might be assigned this credit quality indicator include loans to borrowers with deteriorating financial strength and/or earnings record and loans with potential for problems due to weakening economic or market conditions;

  3. Substandard - Loans classified as “substandard” are inadequately protected by the current net worth or paying capacity of the borrower or the collateral pledged, if any. Loans in this category have well defined weaknesses that jeopardize the repayment. They are characterized by the distinct possibility that Arrow will sustain some loss if the deficiencies are not corrected. “Substandard” loans may include loans which are likely to require liquidation of collateral to effect repayment, and other loans where character or ability to repay has become suspect. Loss potential, while existing in the aggregate amount of substandard assets, does not have to exist in individual assets classified substandard;

  4. Doubtful - Loans classified as “doubtful” have all of the weaknesses inherent in those classified as “substandard” with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of current existing facts, conditions, and values, highly questionable and improbable. Although possibility of loss is extremely high, classification of these loans as “loss” has been deferred due to specific pending factors or events which may strengthen the value (e.g. possibility of additional collateral, injection of capital, collateral liquidation, debt restructure, economic recovery, etc.). Loans classified as “doubtful” need to be placed on nonaccrual; and

  5. Loss - Loans classified as “loss” are considered uncollectible with collateral of such little value that their continuance as bankable assets is not warranted. As of the date of the balance sheet, all loans in this category have been charged-off to the allowance for loan losses.

Commercial loans are generally evaluated on an annual basis depending on the size and complexity of the loan relationship, unless the credit related quality indicator falls to a level of "special mention" or below, when the loan is evaluated quarterly. The credit quality indicator is one of the factors used in assessing the level of incurred risk of loss in our commercial related loan portfolios.

Note 5. DEBT (Dollars in Thousands)

Schedule of Borrowings:

Line itemJune 30, 2026December 31, 2025
Balance:
FHLBNY Term Advances
Total Borrowings$310,190$4,265
Maximum Borrowing Capacity:
Federal Funds Purchased$23,000$23,000
Federal Home Loan Bank of New York
Federal Reserve Bank of New York682,568707,839
Available Borrowing Capacity:
Federal Funds Purchased$23,000$23,000
Federal Home Loan Bank of New York399,880722,703
Federal Reserve Bank of New York682,568707,839

Arrow Bank has in place unsecured federal funds lines of credit with two correspondent banks. As a member of the FHLBNY, Arrow participates in the advance program which allows for overnight and term advances up to the limit of pledged collateral, including FHLBNY stock and any loans secured by real estate such as commercial real estate, residential real estate and home equity loans (see Note 3. Investment Securities to the Consolidated Financial Statements, and Note 4. Loans to the Consolidated Financial Statements). The maximum borrowing capacities at the FHLBNY and FRB are determined based on the fair value of the collateral pledged, subject to discounts determined by the respective lenders. As of June 30, 2026, the carrying cost of collateral was approximately $1.1 billion for FHLBNY and approximately $938 million for the FRB, and $948 million for FHLBNY and $707 million for the FRB as of December 31, 2025, respectively. As of June 30, 2026, the fair value for the FHLBNY collateral was approximately $928 million and approximately $683 million for the FRB, and $948 million for the FHLBNY and $707 million for the FRB as of December 31, 2025, respectively. The investment in FHLBNY stock is proportional to the total of Arrow's overnight and term advances (see the schedule of FRB and FHLB Stock in Note 3. Investment Securities to the Consolidated Financial Statements). Arrow Bank has also established borrowing facilities with the FRB of New York for potential “discount window” advances, pledging certain consumer loans as collateral (see Note 4. Loans to the Consolidated Financial Statements).

Long Term Debt - FHLBNY Term Advances

In addition to overnight advances, Arrow Bank also borrows longer-term funds from the FHLBNY.

Maturity Schedule of FHLBNY Term Advances:

Line itemBalancesWeighted Average Rate 1
Final Maturity12/31/20256/30/2026
First Year3.83%%
Second Year4,2654.26%%
Third Year
Fourth Year
Total$⁠4,2653.85%%
1The effective rate on the FHLBNY Advances that mature in the second year is 0% due to subsidized funding in the form of interest rate credits.

Long Term Debt - Guaranteed Preferred Beneficial Interests in Corporation's Junior Subordinated Debentures

At June 30, 2026, Arrow had two classes of financial instruments issued by two separate subsidiary business trusts of Arrow, Arrow Capital Statutory Trust II ("ACST II") and Arrow Capital Statutory Trust III ("ACST III" and, together with ACST II, the "Trusts"), identified as “Junior Subordinated Obligations Issued to Unconsolidated Subsidiary Trusts” on the Consolidated Balance Sheets and the Consolidated Statements of Income.

The first of the two classes of trust-issued instruments outstanding at June 30, 2026 was issued by ACST II, a Delaware business trust established on July 16, 2003, upon the filing of a certificate of trust with the Delaware Secretary of State. In July 2003, ACST II issued all of its voting (common) stock to Arrow and issued and sold to an unaffiliated purchaser 30-year guaranteed preferred beneficial interests in the trust's assets ("ACST II TRUPS"). The rate on the securities is variable and tied to the 3-month Secured Overnight Financing Rate (SOFR) plus 3.15%. ACST II used the proceeds of the sale of the ACST II TRUPS to purchase an identical amount of junior subordinated debentures issued by Arrow that bear an interest rate identical at all times to the rate payable on the ACST II TRUPS. The ACST II TRUPS became redeemable after July 23, 2008 and mature on July 23, 2033.

The second of the two classes of trust-issued instruments outstanding at year-end was issued by ACST III, a Delaware business trust established on December 23, 2004, upon the filing of a certificate of trust with the Delaware Secretary of State. On December 28, 2004, the ACST III issued all of its voting (common) stock to Arrow and issued and sold to an unaffiliated purchaser 30-year guaranteed preferred beneficial interests in the trust's assets ("ACST III TRUPS"). The rate on the ACST III TRUPS is a variable rate, adjusting quarterly to the 3-month SOFR plus 2.00%. ACST III used the proceeds of the sale of the ACST III TRUPS to purchase an identical amount of junior subordinated debentures issued by Arrow that bear an interest rate identical at all times to the rate payable on the ACST III TRUPS. The ACST III TRUPS became redeemable on or after March 31, 2010 and mature on December 28, 2034.

Arrow has entered into interest rate swaps to synthetically fix the variable rate interest payments associated with $20 million in outstanding subordinated trust securities attributable to the Trusts. These agreements are designated as cash flow hedges.

The primary assets of the Trusts are Arrow's junior subordinated debentures discussed above, and the sole revenues of the Trusts are payments received by them from Arrow with respect to the junior subordinated debentures. The trust preferred securities issued by the Trusts are non-voting. All common voting securities of the Trusts are owned by Arrow. Arrow used the net proceeds from its sale of junior subordinated debentures to the Trusts, facilitated by the Trusts' sale of their trust preferred securities to the purchasers thereof, for general corporate purposes. The trust preferred securities and underlying junior subordinated debentures, with associated expense that is tax deductible, qualify as Tier I capital under regulatory definitions.

Arrow's primary source of funds to pay interest on the debentures that are held by the Trusts are current dividends received by Arrow from Arrow Bank. Accordingly, Arrow's ability to make payments on the debentures, and the ability of the Trusts to make payments on their trust preferred securities, are dependent upon the continuing ability of Arrow Bank to pay dividends to Arrow. Since the trust preferred securities issued by the subsidiary trusts and the underlying junior subordinated debentures issued by Arrow at June 30, 2026 and December 31, 2025 are classified as debt for financial statement purposes, the expense associated with these securities is recorded as interest expense in the Consolidated Statements of Income.

Schedule of Guaranteed Preferred Beneficial Interests in Corporation's Junior Subordinated Debentures

Line itemJune 30, 2026December 31, 2025
ACST II
Balance$10,000$10,000
Period End:
Variable Interest Rate7.14%7.08%
Fixed Interest Rate resulting from cash flow hedge agreement4.00%4.00%
ACST III
Balance$10,000$10,000
Period End:
Variable Interest Rate5.99%5.93%
Fixed Interest Rate resulting from cash flow hedge agreement2.86%2.86%

Note 6. COMMITMENTS AND CONTINGENCIES (In Thousands)

The following table presents the notional amount and fair value of Arrow's off-balance sheet commitments to extend credit and commitments under standby letters of credit as of June 30, 2026 and December 31, 2025:

Commitments to Extend Credit and Letters of Credit

View SEC source
Line itemJune 30, 2026December 31, 2025
Notional Amount:
Commitments to Extend Credit$495,227$462,855
Standby Letters of Credit3,1413,562
Fair Value:
Commitments to Extend Credit
Standby Letters of Credit(1)(2)

Arrow is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. Commitments to extend credit include home equity lines of credit, commitments for residential and commercial construction loans and other personal and commercial lines of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. The contract or notional amounts of those instruments reflect the extent of the involvement Arrow has in particular classes of financial instruments.

Arrow's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual notional amount of those instruments. Arrow uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are not expected to be fully drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Arrow evaluates each customer's creditworthiness on a case-by-case basis. Home equity lines of credit are secured by residential real estate. Construction lines of credit are secured by underlying real estate. For other lines of credit, the amount of collateral obtained, if deemed necessary by Arrow upon extension of credit, is based on management's credit evaluation of the counterparty. Collateral held varies, but may include accounts receivable, inventory, property, plant and equipment, and income-producing commercial properties. Most of the commitments are variable rate instruments.

Arrow does not issue any guarantees that would require liability-recognition or disclosure, other than its standby letters of credit. Arrow has issued conditional commitments in the form of standby letters of credit to guarantee payment on behalf of a customer and guarantee the performance of a customer to a third party. Standby letters of credit generally arise in connection with commercial lending relationships. The credit risk involved in issuing these instruments is essentially the same as that involved in extending loans to customers. Contingent obligations under standby letters of credit at June 30, 2026 and December 31, 2025 represent the maximum potential future payments Arrow could be required to make. Typically, these instruments have terms of 12 months or less and expire unused; therefore, the total amounts do not necessarily represent future cash requirements. Each customer is evaluated individually for creditworthiness under the same underwriting standards used for commitments to extend credit and on-balance sheet instruments. Arrow's policies governing loan collateral apply to standby letters of credit at the time of credit extension. Loan-to-value ratios will generally range from 50% for movable assets, such as inventory, to 100% for liquid assets, such as bank CDs. Fees for standby letters of credit range from 1% to 3% of the notional amount. Fees are collected upfront and amortized over the life of the commitment. The carrying amount and fair value of Arrow's standby letters of credit at June 30, 2026 and December 31, 2025, were insignificant. The fair value of standby letters of credit is based on the fees currently charged for similar agreements or the cost to terminate the arrangement with the counterparties.

The fair value of commitments to extend credit is determined by estimating the fees to enter into similar agreements, taking into account the remaining terms and present creditworthiness of the counterparties, and for fixed rate loan commitments, the difference between the current and committed interest rates. Arrow provides several types of commercial lines of credit and standby letters of credit to its commercial customers. The pricing of these services is not isolated as Arrow considers the customer's complete deposit and borrowing relationship in pricing individual products and services. The commitments to extend credit also include commitments under home equity lines of credit, for which Arrow charges no fee. The carrying value and fair value of commitments to extend credit are not material and Arrow does not expect to incur any material loss as a result of these commitments.

In the normal course of business, Arrow and Arrow Bank become involved in a variety of routine legal proceedings. At June 30, 2026, there were no legal proceedings pending or threatened, which in the opinion of management and counsel, would result in a material loss to Arrow. Legal expenses incurred in connection with loss contingencies are expensed as incurred.

Note 7. COMPREHENSIVE INCOME (In Thousands)

The following table presents the components of other comprehensive income (loss) for the three and six month periods ended June 30, 2026 and 2025:

Schedule of Comprehensive Income (Loss)

View SEC source
Line itemThree Months Ended June 30 · Before-TaxAmountThree Months Ended June 30 · Tax · (Expense)BenefitThree Months Ended June 30 · Net-of-TaxAmountSix Months Ended June 30 · Before-TaxAmountSix Months Ended June 30 · Tax · (Expense)BenefitSix Months Ended June 30 · Net-of-TaxAmount
2026
Net Unrealized Securities Holding Loss on Securities Available-for-Sale Arising During the Period$(1,963)$506$(1,457)$(4,402)$1,135$(3,267)
Net Unrealized Gain on Cash Flow Hedge Agreements1,131(294)8372,347(608)1,739
Reclassification of Net Unrealized Loss on Cash Flow Hedge Agreements to Interest Expense58(14)44349(89)260
Amortization of Net Retirement Plan Actuarial Gain(137)35(102)(254)65(189)
Amortization of Net Retirement Plan Prior Service Cost69(17)52140(36)104
Other Comprehensive Loss$()$216$()$()$467$()
2025
Net Unrealized Securities Holding Gain on Securities Available-for-Sale Arising During the Period$4,387$(1,131)$3,256$13,032$(3,360)$9,672
Net Unrealized Loss on Cash Flow Hedge Agreements(208)54(154)(1,762)454(1,308)
Reclassification of Net Unrealized Gain on Cash Flow Hedge Agreements to Interest Expense(558)144(414)(988)255(733)
Amortization of Net Retirement Plan Actuarial Gain(159)41(118)(255)66(189)
Amortization of Net Retirement Plan Prior Service Cost83(22)61166(44)122
Other Comprehensive Income$(914)$(2,629)

The following table presents the changes in accumulated other comprehensive (loss) income by component:

Changes in Accumulated Other Comprehensive (Loss) Income by Component (1)

View SEC source
For the quarter-to-date periods ended:Unrealized Loss on Available-for-Sale SecuritiesUnrealized Gain on Cash Flow SwapDefined Benefit Plan ItemsNet Actuarial GainDefined Benefit Plan ItemsNet Prior Service CostTotal
March 31, 2026$(14,609)$3,593$6,720$(468)$(4,764)
Other comprehensive income or loss before reclassifications(1,457)837()
Amounts reclassified from accumulated other comprehensive income or loss44(102)52()
Net current-period other comprehensive income or loss(1,457)881(102)52()
June 30, 2026$(16,066)$4,474$6,618$(416)$(5,390)
March 31, 2025$(20,876)$3,204$4,856$(704)$(13,520)
Other comprehensive income or loss before reclassifications3,256(154)
Amounts reclassified from accumulated other comprehensive income or loss(414)(118)61()
Net current-period other comprehensive income or loss3,256(568)(118)61
June 30, 2025$(17,620)$2,636$4,738$(643)$(10,889)
For the year-to-date periods ended:
December 31, 2025$(12,799)$2,475$6,807$(520)$(4,037)
Other comprehensive income or loss before reclassifications(3,267)1,739()
Amounts reclassified from accumulated other comprehensive income or loss260(189)104
Net current-period other comprehensive income or loss(3,267)1,999(189)104()
June 30, 2026$(16,066)$4,474$6,618$(416)$(5,390)
December 31, 2024$(27,292)$4,677$4,927$(765)$(18,453)
Other comprehensive income or loss before reclassifications9,672(1,308)
Amounts reclassified from accumulated other comprehensive income or loss(733)(189)122()
Net current-period other comprehensive income or loss9,672(2,041)(189)122
June 30, 2025$(17,620)$2,636$4,738$(643)$(10,889)

(1) All amounts are net of tax.

The following table presents the reclassifications out of accumulated other comprehensive income or loss:

Reclassifications Out of Accumulated Other Comprehensive Income or Loss

View SEC source
Details about Accumulated Other Comprehensive Income or Loss Components · For the quarter-to-date periods ended:June 30, 2026Amounts Reclassified from Accumulated Other Comprehensive Income or LossAffected Line Item in the Statement Where Net Income Is Presented
Reclassification of Net Unrealized Loss on Cash Flow Hedge Agreements to Interest Expense$(58)Interest expense
Amortization of defined benefit pension items:
Prior-service costs(69)Salaries and Employee Benefits
Actuarial gain137Salaries and Employee Benefits
10Total before Tax
(4)Provision for Income Taxes
Total reclassifications for the period$6Net of Tax
June 30, 2025
Reclassification of Net Unrealized Gain on Cash Flow Hedge Agreements to Interest Expense$558Interest expense
Amortization of defined benefit pension items:
Prior-service costs(83)Salaries and Employee Benefits
Actuarial gain159Salaries and Employee Benefits
634Total before Tax
(163)Provision for Income Taxes
Total reclassifications for the period$471Net of Tax
For the year-to-date periods ended:
June 30, 2026
Reclassification of Net Unrealized Loss on Cash Flow Hedge Agreements to Interest Expense$(349)Interest expense
Amortization of defined benefit pension items:
Prior-service costs(140)Salaries and Employee Benefits
Actuarial gain254Salaries and Employee Benefits
(235)Total before Tax
60Provision for Income Taxes
Total reclassifications for the period$(175)Net of Tax
June 30, 2025
Reclassification of Net Unrealized Gain on Cash Flow Hedge Agreements to Interest Expense$988Interest expense
Amortization of defined benefit pension items:
Prior-service costs(166)Salaries and Employee Benefits
Actuarial gain255Salaries and Employee Benefits
1,077Total before Tax
(277)Provision for Income Taxes
Total reclassifications for the period$800Net of Tax
(1) These accumulated other comprehensive gain or loss components are included in the computation of net periodic pension cost.

Note 8. STOCK-BASED COMPENSATION (Dollars In Thousands, Except Share and Per Share Amounts)

Arrow has established three stock-based compensation plans: a Long Term Incentive Plan (LTIP), an Employee Stock Purchase Plan (ESPP) and an Employee Stock Ownership Plan (ESOP).

Long Term Incentive Plan

The LTIP provides for the grant of incentive stock options, non-qualified stock options, restricted stock awards, restricted stock units, performance units and performance shares. The Compensation Committee of the Board of Directors administers the LTIP.

Restricted Stock Awards - In the six months ended June 30, 2026, the Company granted restricted stock awards which will generally vest over a three to four-year period. Unvested restricted stock will generally be forfeited if the recipient ceases to be employed by the Company, with limited exceptions. Grantees of restricted stock awards are entitled to receive all dividends and distributions declared and paid on restricted stock, or cash payments equivalent to such dividends or distributions, including those declared and paid during the vesting period.

The following table summarizes information about restricted stock awards for the year to date period ended June 30, 2026:

Line itemRestricted Stock AwardsWeighted Average Grant Date Fair Value
Outstanding at January 1, 202653,564$26.68
Granted71,11132.57
Vested(16,579)26.88
Forfeited(1,114)25.92
Outstanding at June 30, 2026106,982$30.57

The following table presents information on the amounts expensed related to restricted stock for the three and six month periods ended June 30, 2026 and 2025:

Line itemThree Months Ended June 30, 2026Three Months Ended June 30, 2025Six Months Ended June 30, 2026Six Months Ended June 30, 2025
Amount expensed$300$262$499$343

Stock Options - Options may be granted at a price no less than the greater of the par value or fair market value of such shares on the date on which such option is granted, and generally expire ten years from the date of grant. The options usually vest over a four-year period.

The following table summarizes information about stock option activity for the six month period ended June 30, 2026:

Line itemStock OptionsWeighted Average Exercise Price
Outstanding at January 1, 2026
Exercised(29,049)
Forfeited()
Outstanding at June 30, 2026
Vested at Period-End
Expected to Vest8,10531.41

The following table presents information on the amounts expensed related to stock options for the three and six month periods ended June 30, 2026 and 2025:

Line itemThree Months Ended June 30, 2026Three Months Ended June 30, 2025Six Months Ended June 30, 2026Six Months Ended June 30, 2025
Amount expensed$15$28$36$62

Employee Stock Purchase Plan

In October 2023, the Board of Directors approved the adoption of the 2023 ESPP, which is intended to satisfy the requirements of Section 423 of the Internal Revenue Code. Under this plan, the amount of the discount is 10%. The Qualified ESPP was approved by Arrow shareholders at the 2024 annual meeting of shareholders.

Director Stock Plan

Arrow maintains a director stock plan, pursuant to which a portion of the directors’ fees, as determined by the Board in its sole discretion, is paid to the directors in shares of Company common stock, as opposed to cash or any other form of compensation, subject to applicable law. Each director may elect to receive a greater amount or percentage of his or her directors’ fees payable in common stock from the portion that would otherwise have been payable in cash to the director.

Employee Stock Ownership Plan

Arrow maintains an ESOP, pursuant to which substantially all employees of Arrow and its subsidiaries are eligible to participate upon satisfaction of applicable service requirements. The Company may make, and historically has made, a cash contribution to the ESOP each year.

Note 9. RETIREMENT BENEFIT PLANS (Dollars in Thousands)

Arrow sponsors qualified and non-qualified defined benefit pension plans and other postretirement benefit plans for its employees. Arrow maintains a non-contributory pension plan, which covers substantially all employees. Arrow also maintains a supplemental non-qualified unfunded retirement plan to provide eligible employees of Arrow and its subsidiaries with benefits in excess of qualified plan limits imposed by federal tax law.

Arrow has multiple non-pension postretirement benefit plans. The health care, dental and life insurance plans are contributory, with participants’ contributions adjusted annually. Arrow’s policy is to fund the cost of postretirement benefits based on the current cost of the underlying policies. However, the health care plan provision allows for grandfathered participants to receive automatic increases of Company contributions each year based on the increase in inflation, limited to a maximum of 5%.

The following tables provide the components of net periodic benefit costs for the three and six-month periods ended June 30, 2026 and 2025:

Net Periodic Benefit Cost (Benefit)For the Three Months Ended June 30, 2026:Employees' · PensionPlanSelect Executive · RetirementPlanPostretirement · BenefitPlans
Service Cost 1$506$42$5
Interest Cost 25906557
Expected Return on Plan Assets 2(1,036)
Amortization of Prior Service Cost 2451014
Amortization of Net Gain 2(137)
Net Periodic Cost (Benefit)$105$117$(61)
Plan Contributions During the Period$117$78
For the Three Months Ended June 30, 2025:
Service Cost 1$402$21$5
Interest Cost 25777660
Expected Return on Plan Assets 2(977)
Amortization of Prior Service Cost 2481025
Amortization of Net Gain 2(159)
Net Periodic Cost (Benefit)$50$107$(69)
Plan Contributions During the Period$128$34
Net Periodic Benefit CostFor the Six Months Ended June 30, 2026:
Service Cost (1)$953$67$13
Interest Cost (2)1,180130124
Expected Return on Plan Assets (2)(2,101)
Amortization of Prior Service Cost (2)912029
Amortization of Net Gain (2)(254)
Net Periodic Cost (Benefit)$123$217$(88)
Plan Contributions During the Period$$233$119
Estimated Future Contributions in the Current Fiscal Year$$233$119
For the Six Months Ended June 30, 2025:
Service Cost (1)$802$47$16
Interest Cost (2)1,161148139
Expected Return on Plan Assets (2)(1,986)
Amortization of Prior Service Cost (2)952051
Amortization of Net Gain (2)(255)
Net Periodic Cost (Benefit)$72$215$(49)
Plan Contributions During the Period$$248$91

(1) Included in Salaries and Employee Benefits on the Consolidated Statements of Income

(2) Included in Other Operating Expense on the Consolidated Statements of Income

A contribution to the qualified pension plan was not required during the six month period ended June 30, 2026 and currently, additional contributions in 2026 are not expected. Arrow makes contributions to its other post-retirement benefit plans in an amount equal to benefit payments for the year.

Note 10. EARNINGS PER COMMON SHARE (In Thousands, Except Per Share Amounts)

The following table presents a reconciliation of the numerator and denominator used in the calculation of basic and diluted earnings per common share ("EPS") for the three and six month periods ended June 30, 2026 and 2025.

Earnings Per Share

View SEC source
Line itemThree Months EndedJune 30, 2026Three Months EndedJune 30, 2025Six Months EndedJune 30, 2026Six Months EndedJune 30, 2025
Earnings Per Share - Basic:
Net Income$10,962$10,805$24,447$17,115
Less: income attributable to unvested stock based compensation awards(71)(35)(158)(55)
Net earnings allocated to common shareholders
Weighted Average Shares - Basic
Earnings Per Share - Basic
Earnings Per Share - Diluted:
Net earnings allocated to common shareholders
Weighted Average Shares - Basic
Dilutive Average Shares attributable to stock based compensation awards
Weighted Average Shares - Diluted
Earnings Per Share - Diluted

Note 11. FAIR VALUES (Dollars In Thousands)

FASB defines fair value, establishes a framework for measuring fair value in GAAP and requires certain disclosures about fair value measurements. There are no nonfinancial assets or liabilities measured at fair value on a recurring basis. The only assets or liabilities that Arrow measured at fair value on a recurring basis at June 30, 2026 and December 31, 2025 were AFS securities, equity securities and derivatives. Arrow held no securities or liabilities for trading on such dates.

The table below presents the financial instrument's fair value and the amounts within the fair value hierarchy based on the lowest level of input that is significant to the fair value measurement:

Fair Value of Assets and Liabilities Measured on a Recurring and Nonrecurring Basis

View SEC source
Fair Value of Assets and Liabilities Measured on a Recurring Basis:June 30, 2026Fair ValueFair Value of Assets and Liabilities Measured on a Recurring Basis:Fair Value Measurements at Reporting Date Using:Quoted Prices In Active Markets for Identical Assets(Level 1)Fair Value Measurements at Reporting Date Using:Significant Other Observable Inputs(Level 2)Fair Value Measurements at Reporting Date Using:Significant Unobservable Inputs(Level 3)
Assets:
Securities Available-for-Sale:
U.S. Treasuries$79,098$79,098
U.S. Government & Agency Obligations24,79824,798
State and Municipal Obligations160160
Mortgage-Backed Securities367,609367,609
Corporate and Other Debt Securities26,53726,537
Total Securities Available-for-Sale498,20279,098419,104
Equity Securities5,8975,897
Total Securities Measured on a Recurring Basis504,09979,098425,001
Derivative Assets10,02510,025
Total Measured on a Recurring Basis$514,124$79,098$435,026
Liabilities:
Derivative Liabilities$3,493$3,493
Total Measured on a Recurring Basis$3,493$3,493
December 31, 2025
Assets:
Securities Available-for Sale:
U.S. Treasuries$80,563$80,563
U.S. Government & Agency Obligations24,81624,816
State and Municipal Obligations200200
Mortgage-Backed Securities366,681366,681
Corporate and Other Debt Securities23,60823,608
Total Securities Available-for-Sale495,86880,563415,305
Equity Securities5,5975,597
Total Securities Measured on a Recurring Basis501,46580,563420,902
Derivative Assets7,9357,935
Total Measured on a Recurring Basis$509,400$80,563$428,837
Liabilities:
Derivative Liabilities$3,484$3,484
Total Measured on a Recurring Basis$3,484$3,484
Fair Value of Assets and Liabilities Measured on a Nonrecurring Basis: · June 30, 2026Collateral Dependent Evaluated LoansFair Value · Fair Value of Assets and Liabilities Measured on a Nonrecurring Basis:$Fair Value · Fair Value of Assets and Liabilities Measured on a Nonrecurring Basis:Quoted Prices In Active Markets for Identical Assets(Level 1) · Fair Value of Assets and Liabilities Measured on a Nonrecurring Basis:$Quoted Prices In Active Markets for Identical Assets(Level 1) · Fair Value of Assets and Liabilities Measured on a Nonrecurring Basis:Significant Other Observable Inputs(Level 2)$Significant Other Observable Inputs(Level 2)Significant Unobservable Inputs(Level 3)$Significant Unobservable Inputs(Level 3)Gains (Losses) Recognized in Earnings
Other Real Estate Owned and Repossessed Assets, Net363363
December 31, 2025
Collateral Dependent Impaired Loans$$$$
Other Real Estate Owned and Repossessed Assets, Net280280

The fair value of financial instruments is determined under the following hierarchy:

  • Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
  • Level 2 - Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and,
  • Level 3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

Fair Value Methodology for Assets and Liabilities Measured on a Recurring Basis

The fair value of Level 1 AFS securities are based on unadjusted, quoted market prices from exchanges in active markets. The fair value of Level 2 AFS securities are based on an independent bond and equity pricing service for identical assets or significantly similar securities and an independent equity pricing service for equity securities not actively traded. The pricing services use a variety of techniques to arrive at fair value including market maker bids, quotes and pricing models. Inputs to the pricing models include recent trades, benchmark interest rates, spreads and actual and projected cash flows. The fair value of Level 2 equities are based on the last observable price in open markets. The fair value of Level 2 derivatives is determined using inputs that are observable in the market place obtained from third parties including yield curves, publicly available volatilities, and floating indexes.

Fair Value Methodology for Assets and Liabilities Measured on a Nonrecurring Basis

The fair value of collateral dependent individually evaluated loans and other real estate owned is based on the fair value of the underlying collateral which is based on the appraised value less costs to sell. Significant unobservable inputs used in this valuation technique include capitalization rates which ranged from 7% - 10%. The appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses. Arrow evaluates each of these assets for impairment at least annually, with no impairment recognized for these assets at June 30, 2026 and December 31, 2025.

Fair Value Methodology for Financial Instruments Not Measured on a Recurring or Nonrecurring Basis

The fair value for securities held-to-maturity is determined utilizing an independent bond pricing service for identical assets or significantly similar securities. The pricing service uses a variety of techniques to arrive at fair value including market maker bids, quotes and pricing models. Inputs to the pricing models include recent trades, benchmark interest rates, spreads and actual and projected cash flows.

Local municipal held-to-maturity securities are recorded at cost on the financial statements. That determination is due to several factors including that there is no reliable external pricing available, the vast majority of maturities are under 1-year, and each are guaranteed by their respective municipalities, who are in turn guaranteed by the State of New York.

ASC 820 requires that the fair value for loans must be disclosed using the "exit price" notion which is a reasonable estimate of what another party might pay in an orderly transaction. Fair values for loans are calculated for portfolios of loans with similar financial characteristics. Loans are segregated by type such as commercial, commercial real estate, residential mortgage, indirect auto and other consumer loans. Each loan category is further segmented into fixed and adjustable interest rate terms and by performing and nonperforming categories. The fair value of performing loans is calculated by determining the estimated future cash flow, which is the contractual cash flow adjusted for estimated prepayments. The discount rate is determined by starting with current market yields, and first adjusting for a liquidity premium. This premium is separately determined for each loan type. Then a credit loss component is determined utilizing the credit loss assumptions used in the allowance for credit loss model. Finally, a discount spread is applied separately for consumer loans vs. commercial loans based on market information and utilization of the swap curve.

The fair value of time deposits is based on the discounted value of contractual cash flows. The discount rates are estimated using the FHLBNY yield curve, which is considered representative of Arrow’s time deposit rates.

The fair value of FHLBNY advances is calculated by the FHLBNY.

The carrying amount of FHLBNY and FRB stock approximates fair value. If the stock was redeemed, Arrow will receive an amount equal to the par value of the stock.

Fair Value by Balance Sheet Grouping

The following table presents a summary of the carrying amount, the fair value (exit price) or an amount approximating fair value and the fair value hierarchy of Arrow’s financial instruments:

Schedule of Fair Values by Balance Sheet Grouping

View SEC source
June 30, 2026Carrying ValueFair ValueFair Value HierarchyLevel 1Fair Value HierarchyLevel 2Fair Value HierarchyLevel 3
Cash and Cash Equivalents$186,788$186,788$186,788
Securities Available-for-Sale498,202498,20279,098419,104
Securities Held-to-Maturity65,49065,27019,70345,567
Equity Securities5,8975,8975,897
Federal Home Loan Bank and Federal Reserve Bank Stock18,35118,35118,351
Net Loans3,460,3583,330,0753,330,075
Accrued Interest Receivable16,49916,49916,499
Derivative Assets10,02510,02510,025
Deposits3,655,2053,652,3253,652,325
Borrowings309,713309,713
Junior Subordinated Obligations Issued to Unconsolidated Subsidiary Trusts20,00018,54318,543
Accrued Interest Payable3,8423,8423,842
Derivative Liabilities3,4933,4933,493
December 31, 2025
Cash and Cash Equivalents$214,183$214,183$214,183
Securities Available-for-Sale495,868495,86880,563415,305
Securities Held-to-Maturity66,97566,56937,56629,003
Equity Securities5,5975,5975,597
Federal Home Loan Bank and Federal Reserve Bank Stock4,3724,3724,372
Net Loans3,418,7713,275,4153,275,415
Accrued Interest Receivable15,52015,52015,520
Derivative Assets7,9357,9357,935
Deposits3,939,4693,937,2553,937,255
Borrowings3,9983,998
Junior Subordinated Obligations Issued to Unconsolidated Subsidiary Trusts20,00020,00020,000
Accrued Interest Payable4,9104,9104,910
Derivative Liabilities3,4843,4843,484

Note 12. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (In Thousands)

Arrow is exposed to certain risks arising from both its business operations and economic conditions. Arrow principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. Arrow manages economic risks, including interest rate, primarily by managing the amount, sources and duration of its assets and liabilities and through the use of derivative instruments. Specifically, Arrow enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. Arrow's derivative financial instruments are used to manage differences in the amount, timing and duration of known or expected cash receipts and its known or expected cash payments principally related to certain fixed rate borrowings. Arrow also has interest rate derivatives that result from a service provided to certain qualifying customers and, therefore, are not used to manage interest rate risk in Arrow's assets or liabilities. Arrow's goal is to have a matched book with respect to its derivative instruments in order to minimize its net risk exposure resulting from such transactions.

Derivatives Not Designated as Hedging Instruments

Arrow enters into interest rate swap agreements with its commercial customers to provide them with a long-term fixed rate, while simultaneously entering into offsetting interest rate swap agreements with a counterparty to swap the fixed rate to a variable rate to manage interest rate exposure.

These interest rate swap agreements are not designated as a hedge for accounting purposes. As the interest rate swap agreements have substantially equivalent and offsetting terms, they do not present material interest rate exposure to Arrow's consolidated statements of income. Arrow records its interest rate swap agreements at fair value and is presented on a gross basis within other assets and other liabilities on the consolidated balance sheets. Changes in the fair value of assets and liabilities arising from these derivatives are included, net, in other income in the consolidated statement of income.

The following table depicts the fair value adjustment recorded related to the notional amount of derivatives, not designated as hedging instruments, outstanding as well as the notional amount of the interest rate swap agreements:

Derivatives Not Designated as Hedging Instruments - Interest Rate Swap Agreements

View SEC source
Line itemJune 30, 2026December 31, 2025
Fair value adjustment included in other assets$3,493$3,343
Fair value adjustment included in other liabilities3,4933,343
Notional amount116,365118,602

Derivatives Designated as Hedging Instruments

In the third quarter of 2024, Arrow entered into a forward interest rate swap agreement which commenced in the first quarter of 2025, designated as hedging instruments, to add stability to interest expense and to manage its exposure to the variability of the future cash flows attributable to the contractually specified interest rates. The notional amount is $125 million and will synthetically fix the variable rate interest payments. The effective fixed rate is 3.29% until maturity. Arrow entered into pay-fixed interest rate swaps to convert rolling 90 days brokered deposits or FHLB borrowings.

For derivatives that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in AOCI and subsequently reclassified into interest expense in the same period during which the hedge transaction affects earnings.

The following tables indicate the effect of cash flow hedge accounting on accumulated other comprehensive income (“AOCI”) and on the consolidated statement of income.

Derivatives Designated as Hedging Instruments - Cash Flow Hedge Agreements

View SEC source
Line itemJune 30, 2026December 31, 2025
Fair value adjustment included in other assets$464$551
Line itemThree Months EndedJune 30, 2026Three Months EndedJune 30, 2025Six Months EndedJune 30, 2026Six Months EndedJune 30, 2025
Amount of gain (loss) recognized in AOCI$156$(91)$564$(682)
Amount of gain reclassified from AOCI interest expense118337248524

In the fourth quarter of 2023, Arrow entered into two interest rate swaps, designated as hedging instruments, to add stability to interest expense and to manage its exposure to the variability of the future cash flows attributable to the contractually specified interest rates. The notional amounts were $100 million and $75 million, respectively. Arrow entered into pay-fixed interest rate swaps to convert rolling 90 days brokered deposits or FHLB borrowings.

In the third quarter of 2025, Arrow voluntarily terminated these swaps as part of Arrow's ongoing interest-rate risk management and concurrently entered into two new pay-fixed, receive-variable longer termed swaps with lower fixed rates and identical notional amounts. The benefit of the lower fixed rates will be partially offset by early termination fees of $1.4 million that will be amortized over the life of the terminated swaps. In the table below, the thousand year-to-date loss and thousand quarter-to-date loss, reclassified from AOCI interest expense includes $616 thousand year-to-date June 30, 2026 and $312 thousand quarter-to-date June 30, 2026 of amortized loss related to these terminated swaps. There was no amortized loss related to these terminated swaps for the three and six months ended June 30, 2025.

For derivatives that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in AOCI and subsequently reclassified into interest expense in the same period in which the hedged forecasted transaction affects earnings.

The following tables indicate the effect of cash flow hedge accounting on accumulated other comprehensive income (“AOCI”) and on the consolidated statement of income.

Derivatives Designated as Hedging Instruments - Cash Flow Hedge Agreements

View SEC source
Line itemJune 30, 2026December 31, 2025
Fair value adjustment included in other liabilities$1,639
Fair value adjustment included in other assets1,554
Line itemThree Months EndedJune 30, 2026Three Months EndedJune 30, 2025Six Months EndedJune 30, 2026Six Months EndedJune 30, 2025
Amount of gain (loss) recognized in AOCI$903$(38)$1,975$(738)
Amount of (loss) gain reclassified from AOCI interest expense(172)21(324)47

In 2019, Arrow entered into interest rate swaps to synthetically fix the variable rate interest payments associated with $20 million in outstanding subordinated trust securities. These agreements are designated as cash flow hedges.

The following tables indicate the effect of cash flow hedge accounting on AOCI and on the consolidated statement of income.

Derivatives Designated as Hedging Instruments - Cash Flow Hedge AgreementsDerivatives Designated as Hedging Instruments - Cash Flow Hedge Agreements · Three Months EndedJune 30, 2026Derivatives Designated as Hedging Instruments - Cash Flow Hedge Agreements · Three Months EndedJune 30, 2025Derivatives Designated as Hedging Instruments - Cash Flow Hedge Agreements · Six Months EndedJune 30, 2026Six Months EndedJune 30, 2025
Fair value adjustment included in other assets$4,514$4,623$4,514$4,623
Amount of (loss) recognized in AOCI71(78)(192)(342)
Amount of (loss) gain reclassified from AOCI to interest expense(4)200(273)417

For derivatives that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in AOCI and subsequently reclassified into interest expense in the same period during which the hedge transaction affects earnings.

Note 13: Segment Reporting

The Company's revenue is primarily derived from community banking. Arrow's Chief Executive Officer ("CEO") is considered to be the Company's Chief Operating Decision Maker ("CODM"). The CEO manages its operations and monitors its financial performance on a consolidated basis. The Executive Management Team includes the following officers of the Company:

  • President and CEO,
  • Senior Executive Vice President, Chief Financial Officer, Treasurer & Chief Accounting Officer,
  • Senior Executive Vice President, Chief Risk Officer,
  • Senior Executive Vice President, Chief Banking Officer,
  • Executive Vice President, Chief Information Officer, and
  • Executive Vice President, Chief Human Resources Officer.

Financial performance is reported to the CODM monthly. Net consolidated income and EPS are the primary measures used by the Executive Management Team to evaluate Arrow's performance. Secondary measures include metrics like return on average assets and Net Interest Margin. All measures are reviewed and either affirmed or changed annually by the CODM and the Board of Directors. The presentation of financial performance to the CODM is consistent with the amounts and financial statement captions shown on the Company's consolidated balance sheets and consolidated statements of income. Significant expenses of the Company are adequately segmented in the consolidated statements of income to include all significant items when considering both quantitative and qualitative factors. These significant expenses include salaries and employee benefits, occupancy expense, technology and equipment expense, FDIC assessments and other operating expense.

All of the Company's financial results are considered by the Executive Management Team to be aggregated into reportable segment which is community banking. While the Company does designate management responsibilities by certain business-lines, the Company's CODM evaluates financial performance on a Company-wide basis. The primary source of Arrow's revenue is from its community banking operation. All of Arrow's designated business lines have either similar characteristics, products and services, or are complementary products. Therefore, the operations of the Company are managed and considered by the Executive Management Team as reportable segment.

Note 14. SUBSEQUENT EVENTS

The Company evaluated subsequent events through August 6, 2026, the date the consolidated financial statements were issued. On July 1, 2026, Arrow completed its acquisition of Adirondack Bancorp, Inc. (“Adirondack”), the parent company of Adirondack Bank, a New York-chartered community bank. At the effective time, Adirondack Bank merged into Arrow Bank. Arrow expects systems conversion and other integration activities to be completed later in 2026.

As previously disclosed, Arrow and Adirondack entered into an Agreement and Plan of Merger dated February 25, 2026, and announced the transaction on February 26, 2026. The transaction closed on July 1, 2026. Under the terms of the merger agreement, Arrow acquired 100% of the outstanding voting equity interests of Adirondack. At the effective time of the merger, each share of Adirondack common stock outstanding was converted into the right to receive 1.8610 shares of Arrow common stock and $18.72 in cash. In connection with the merger, Arrow issued approximately 1.98 million shares of its common stock with an acquisition-date fair value of approximately $81 million and paid approximately $19.9 million in cash. The fair value of the common stock issued was determined using Arrow’s opening common-stock price of $41.06 per share on July, 1 2026. Preliminary aggregate consideration transferred was approximately $101 million, consisting of $81 million of common stock and $19.9 million of cash.

The strategic acquisition expanded the Company's presence across the Upstate and Central New York area, with the addition of 20 branches.

The acquisition of Adirondack Bank will be accounted for as a business combination in accordance with ASC 805, using the acquisition method of accounting. Due to the acquisition date being subsequent to June 30, 2026, the initial accounting for the business combination is in progress. Accordingly, the Company will include relevant disclosures as required by ASC 805 in the third quarter of 2026.

Subsequent to July 1, 2026, Arrow sold approximately $74 million in low-yielding securities acquired from Adirondack Bank. Proceeds and cash on hand were used to pay down borrowings of $125 million. The Company terminated interest rate swap agreements with an aggregate notional amount of $125 million and received a net settlement amount of $1.2 million in connection with the termination.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 2.

ARROW FINANCIAL CORPORATION AND SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

June 30, 2026

NOTE ON TERMINOLOGY

In this Report, the terms "Arrow," "the registrant," "the Company," "we," "us," and "our" generally refer to Arrow Financial Corporation and its subsidiaries as a group, except where the context indicates otherwise. At certain points in this Report, Arrow's performance is compared with that of the Company's "peer group" of financial institutions. Unless otherwise specifically stated, the peer group for the purposes of this Report is comprised of the group of 207 domestic bank holding companies with $3 to $10 billion in total consolidated assets as identified in the FRB’s "Bank Holding Company Performance Report" for March 31, 2026 (the most recent such report currently available), and peer group data contained herein has been derived from such report.

THE COMPANY AND ITS SUBSIDIARIES

Arrow was incorporated on March 21, 1983 and is registered as a bank holding company within the meaning of the Bank Holding Company Act of 1956. Through Arrow Bank, Arrow indirectly owns various non-bank subsidiaries, including an insurance agency, a registered investment adviser and a REIT.

Arrow’s business consists primarily of the ownership, supervision and control of Arrow Bank, including the bank's subsidiaries. Arrow provides various advisory and administrative services and coordinates the general policies and operation of Arrow Bank. Arrow Bank engages in a wide range of lending activities, including commercial and industrial lending primarily to small and mid-sized companies; mortgage lending for residential and commercial properties; and consumer installment and home equity financing. Arrow Bank also provides retirement planning, trust and estate administration services for individuals, and pension, profit-sharing and employee benefit plan administration for corporations and, through its insurance subsidiary, sells property and casualty insurance and sells and services group health care policies and life insurance.

Effective December 31, 2024, the Company unified its former subsidiary banks, Glens Falls National Bank and Trust Company ("GFNB") and Saratoga National Bank and Trust Company ("SNB"), and became a single bank holding company headquartered in Glens Falls, New York. The post-unification banking subsidiary is Arrow Bank National Association® ("Arrow Bank™") whose main office is located in Glens Falls, New York. Active subsidiaries of Arrow Bank include Upstate Agency, LLC (an insurance agency that sells property and casualty insurance and also specializes in selling and servicing group health care policies and life insurance), North Country Investment Advisers, Inc. (a registered investment adviser that provides investment advice to Arrow's proprietary mutual fund) and Arrow Properties, Inc. (a real estate investment trust, or REIT). Arrow also directly owns two subsidiary business trusts, organized in 2003 and 2004 to issue trust preferred securities (TRUPs), which are still outstanding.

Adirondack Bancorp, Inc. Merger: On February 25, 2026, Arrow and Adirondack, the parent company of Adirondack Bank, entered into a definitive agreement pursuant to which Adirondack and Adirondack Bank merged with and into Arrow and Arrow Bank, respectively.

Prior to the merger, Adirondack Bank was a New York state-chartered financial institution headquartered in Utica, New York. Adirondack Bank operated 19 branch locations spanning Oneida, Herkimer, Franklin, Essex and Clinton counties, and a loan production office in Onondaga County. As of December 31, 2025, Adirondack reported total consolidated assets of $942 million, total deposits of $848 million, total loans of $624 million and total equity of $67 million.

The transaction was completed on July 1, 2026 and therefore, this Quarterly Report on Form 10-Q does not include the assets, liabilities or operating results of Adirondack. Under the terms of the merger agreement, Arrow acquired 100% of the outstanding voting equity interests of Adirondack. At the effective date, each share of Adirondack common stock outstanding immediately prior to the effective date, was converted into the right to receive 1.8610 shares of Arrow common stock and $18.72 in cash. Total consideration paid was $101 million.

USE OF NON-GAAP FINANCIAL MEASURES

The Securities and Exchange Commission ("SEC") has adopted Regulation G, which applies to all public disclosures made by registered companies that contain “non-GAAP financial measures.” "GAAP" refers to generally accepted accounting principles in the United States of America. Under Regulation G, companies making public disclosures containing non-GAAP financial measures must also disclose, along with each non-GAAP financial measure, certain additional information, including a reconciliation of the non-GAAP financial measure to the closest comparable GAAP financial measure and a statement of the Company’s reasons for utilizing the non-GAAP financial measure as part of its financial disclosures. The SEC has exempted from the definition of “non-GAAP financial measures” certain commonly used financial measures that are not based on GAAP. When these exempted measures are included in public disclosures, supplemental information is not required. The following measures used in this Report, which are commonly utilized by financial institutions, have not been specifically exempted by the SEC and may constitute "non-GAAP financial measures" within the meaning of the SEC's rules. The Company believes that the non-GAAP financial measures disclosed from time-to-time are useful in evaluating Arrow's performance and that such information should be considered as supplemental in nature, and not as a substitute for or superior to, the related financial information prepared in accordance with GAAP. Arrow's non-GAAP financial measures may differ from similar measures presented by other companies. A reconciliation of non-GAAP financial measures to the closest comparable GAAP financial measures is included on page 41 of this Report. Non-GAAP measures used in this release, which are commonly utilized by financial institutions, include the following.

Tax-Equivalent Net Interest Income and Net Interest Margin: Net interest income, as a component of the tabular presentation by financial institutions of selected financial information regarding their recently completed operations, as well as disclosures based on that tabular presentation, is commonly presented on a tax-equivalent basis. That is, to the extent that some component of the institution's net interest income, which is presented on a before-tax basis, is exempt from taxation (e.g., is received by the institution as

a result of its holdings of state or municipal obligations), an amount equal to the tax benefit derived from that component is added to the actual before-tax net interest income total. This adjustment is considered helpful in comparing one financial institution's net interest income to that of another institution or in analyzing any institution’s net interest income trend line over time, to correct any analytical distortion that might otherwise arise from the fact that financial institutions vary widely in the proportions of their portfolios that are invested in tax-exempt securities. Moreover, net interest income is itself a component of a second financial measure commonly used by financial institutions, net interest margin, which is the ratio of net interest income to average earning assets. For purposes of this measure as well, tax-equivalent net interest income is generally used by financial institutions, again to provide a better basis of comparison from institution to institution and to better demonstrate a single institution’s performance over time. The Company follows these practices.

The Efficiency Ratio: Financial institutions often use an "efficiency ratio" as a measure of expense control. The efficiency ratio typically is defined as the ratio of noninterest expense to net interest income and noninterest income. Net interest income as utilized in calculating the efficiency ratio is typically the same as the net interest income presented in selected financial information, i.e., it is expressed on a tax-equivalent basis. Moreover, many financial institutions, in calculating the efficiency ratio, also adjust both noninterest expense and noninterest income to exclude from these items (as calculated under GAAP) certain recurring component elements of income and expense, such as intangible asset amortization (which is included in noninterest expense under GAAP but may not be included therein for purposes of calculating the efficiency ratio) and securities gains or losses (which are reflected in the calculation of noninterest income under GAAP but may be ignored for purposes of calculating the efficiency ratio). The Company makes these adjustments.

Tangible Book Value per Share: Tangible equity is total stockholders’ equity less intangible assets. Tangible book value per share is tangible equity divided by total shares issued and outstanding. Tangible book value per share is often regarded as a more meaningful comparative ratio than book value per share as calculated under GAAP, that is, total stockholders’ equity including intangible assets divided by total shares issued and outstanding.

Non-GAAP Reconciliations and Financial MeasuresNon-GAAP Financial Measures Reconciliation: Tangible Equity, Tangible Book Value per Share and Return on Tangible Equity exclude goodwill and other intangible assets, net from total equity. The income statement numbers are for the quarter ended June 30, 2026, December 31, 2025 and June 30, 2025. These are non-GAAP financial measures which Arrow believes provide investors with information that is useful in understanding our financial performance. See "Use of Non-GAAP Financial Measures" on page 39.Non-GAAP Reconciliations and Financial Measures · Non-GAAP Financial Measures Reconciliation: Tangible Equity, Tangible Book Value per Share and Return on Tangible Equity exclude goodwill and other intangible assets, net from total equity. The income statement numbers are for the quarter ended June 30, 2026, December 31, 2025 and June 30, 2025. These are non-GAAP financial measures which Arrow believes provide investors with information that is useful in understanding our financial performance. See "Use of Non-GAAP Financial Measures" on page 39.6/30/2026Non-GAAP Reconciliations and Financial Measures · Non-GAAP Financial Measures Reconciliation: Tangible Equity, Tangible Book Value per Share and Return on Tangible Equity exclude goodwill and other intangible assets, net from total equity. The income statement numbers are for the quarter ended June 30, 2026, December 31, 2025 and June 30, 2025. These are non-GAAP financial measures which Arrow believes provide investors with information that is useful in understanding our financial performance. See "Use of Non-GAAP Financial Measures" on page 39.12/31/20256/30/2025
Total Stockholders' Equity (GAAP)$446,306$431,852$408,506
Less: Goodwill and Other Intangible assets, net25,40125,53025,659
Tangible Equity (Non-GAAP)$420,905$406,322$382,847
Period End Shares Outstanding16,54516,44516,484
Tangible Book Value per Share (Non-GAAP)$25.44$24.71$23.23
Net Income10,96214,01310,805
Return on Average Tangible Equity (Net Income/Tangible Equity - Annualized)10.46%13.92%11.38%
Non-GAAP Financial Measures Reconciliation: Net Interest Margin, Tax-Equivalent is the ratio of our annualized tax-equivalent net interest income to average earning assets. The income statement numbers are for the quarter ended June 30, 2026, December 31, 2025 and June 30, 2025.This is also a non-GAAP financial measure which Arrow believes provides investors with information that is useful in understanding our financial performance. See "Use of Non-GAAP Financial Measures" on page 39.
6/30/202612/31/20256/30/2025
Interest Income (GAAP)$53,617$54,610$51,573
Add: Tax-Equivalent adjustment (Non-GAAP)133114148
Interest Income - Tax Equivalent (Non-GAAP)$53,750$54,724$51,721
Net Interest Income (GAAP)$35,931$35,143$32,533
Add: Tax-Equivalent adjustment (Non-GAAP)133114148
Net Interest Income - Tax Equivalent (Non-GAAP)$36,064$35,257$32,681
Average Earning Assets4,211,2094,302,3054,142,993
Net Interest Margin (Non-GAAP)*3.43%3.25%3.16%
* Quarterly ratios have been annualized.
Non-GAAP Financial Measures: Financial Institutions often use the "efficiency ratio", a non-GAAP ratio, as a measure of expense control. Arrow believes that the efficiency ratio provides investors with information that is useful in understanding our financial performance. Arrow defines efficiency ratio as the ratio of our non-interest expense to our net gross income (which equals tax-equivalent net interest income plus non-interest income, as adjusted). The income statement numbers are for the quarter ended June 30, 2026, December 31, 2025 and June 30, 2025. There is no GAAP financial measure that is closely comparable to the efficiency ratio. See "Use of Non-GAAP Financial Measures" on page 39.
Efficiency Ratio Calculation:6/30/202612/31/20256/30/2025
Non-Interest Expense$27,464$25,804$25,652
Less: Intangible Asset Amortization717480
Net Non-Interest Expense$27,393$25,730$25,572
Net Interest Income, Tax-Equivalent$36,064$35,257$32,681
8,2568,2687,609
Less: Net Gain (Loss) on Securities155(127)(40)
Net Gross Income$44,165$43,652$40,330
Efficiency Ratio62.02%58.94%63.41%

Adjustments for Certain Items of Income or Expense: In addition to our regular use in our public filings and disclosures of the various non-GAAP measures commonly utilized by financial institutions discussed above, we also may elect from time to time, in connection with our presentation of various financial measures prepared in accordance with GAAP, such as net income, earnings per share (i.e., EPS), return on average assets (i.e., ROA), and return on average equity (i.e., ROE), to additionally provide certain

comparative disclosures that adjust these GAAP financial measures, typically by removing therefrom the impact of certain transactions or other material items of income or expense that are unusual or unlikely to be repeated. The Company does so only if it believes that inclusion of the resulting non-GAAP financial measures may improve the average investor's understanding of Arrow's results of operations by separating out items that have a disproportional positive or negative impact on the particular period in question or by otherwise permitting a better comparison from period-to-period in the results of operations with respect to the Company's fundamental lines of business, including the commercial banking business.

OVERVIEW

The following discussion and analysis focuses on and reviews the results of operations for the three months ended June 30, 2026 and June 30, 2025 and the financial conditions as of June 30, 2026 and December 31, 2025. The discussion below should be read in conjunction with the selected quarterly and annual information set forth above and the Unaudited Interim Consolidated Financial Statements and other financial data presented elsewhere in this Report. When necessary, prior-year financial information has been reclassified to conform to the current-year presentation.

Summary of Q2 2026 Financial Results: Net income for the second quarter of 2026 was $11.0 million, increasing from $10.8 million in the second quarter of 2025. Compared to the second quarter of 2025, net income increased primarily due to an increase in net interest income offset by an increase in the provision for credit losses on loans.

Net interest income for the quarter increased by $3.4 million, or 10.4%, from the second quarter of 2025. Interest and fees on loans were $47.2 million for the second quarter of 2026, an increase from $45.6 million for the quarter ended June 30, 2025, primarily due to loan growth and higher loan yields. Interest expense for the second quarter of 2026 was $17.7 million, a decrease of $1.4 million versus the comparable quarter ended June 30, 2025, primarily due to active management of rates on interest-bearing deposits.

Net interest margin increased 27 basis points in the second quarter of 2026 to 3.42%, from 3.15% during the second quarter of 2025. On an FTE basis, net interest margin increased to 3.43% in the second quarter of 2026 from 3.16% during the second quarter of 2025. Average earning asset yields were 12 basis points higher as compared to the second quarter of 2025. The average cost of interest-bearing liabilities decreased 19 basis points from the quarter ended June 30, 2025. The increase in net interest margin compared to the second quarter of 2025 was primarily the result of continued yield expansion on earning assets combined with the moderating cost of interest-bearing liabilities. See the disclosure on page 39 related to the use of non-GAAP financial measures.

Total non-interest income in the current quarter was $8.3 million, an increase of $647 thousand from the second quarter of 2025. Insurance commissions increased during the three months ended June 30, 2026 compared to the three months ended June 30, 2025 due to the combination of the increase in average premiums and onboarding of new, larger commercial insurance relationships. Income from fiduciary activity increased primarily due to additions of new wealth management accounts as well as improved market performance. Net gain on security transactions of $155 thousand for the three months ended June 30, 2026, resulted from the increase in the fair value of equity securities.

Non-interest expense for the second quarter of 2026 was $27.5 million, an increase of $1.8 million, or 7.1%, from the second quarter of 2025. Salaries and benefit expenses increased $1.0 million, or 7.2%, from the prior year comparable quarter as a result of overall growth in the organization, increased benefits cost and a competitive labor market. Technology expenses in the second quarter decreased $832 thousand, or 14.9%, from the second quarter of 2025. Occupancy expenses increased $149 thousand due to increases in utility and building maintenance costs. The second quarter of 2026 included approximately $1.0 million of expenses related to the acquisition of Adirondack Bancorp, Inc.

The provision for income taxes and effective tax rate were $2.9 million and 21.1%, respectively, for the second quarter of 2026, and $3.1 million and 22.2%, respectively, for the second quarter of 2025. The effective tax rate for the second quarter of 2026 reflects the impact of tax credits recognized from energy production tax credit purchases made in June 2026.

Total assets were $4.5 billion at June 30, 2026, an increase of $36.5 million, or 0.8%, as compared to December 31, 2025. For the second quarter of 2026, the increase in the balance sheet total assets was primarily attributable to loan growth and an increase in other investments.

Total investments were $587.9 million as of June 30, 2026, an increase of $15.1 million, or 2.6%, compared to December 31, 2025. The increase from December 31, 2025 was driven primarily by a $14 million purchase of FHLB stock. There were no material credit quality issues related to the investment portfolio.

Total loans were $3.5 billion as of June 30, 2026, an increase of $43.4 million, or 1.3%, compared to December 31, 2025. The increase was primarily due to growth in commercial loans.

At June 30, 2026, deposit balances were $3.7 billion, a decrease of $284.3 million from December 31, 2025. The decrease was primarily attributable to $300 million of brokered CDs, being replaced by lower costing FHLB borrowings.

The changes in net income, net interest income and net interest margin between the three and six month periods are discussed in detail under the heading "RESULTS OF OPERATIONS," beginning on page 57.

Regulatory Capital and Change in Stockholders' Equity: At June 30, 2026, Arrow continued to exceed all required minimum capital ratios under the current bank regulatory capital rules as implemented under Dodd-Frank (the "Capital Rules") at both the holding company and bank levels. At that date, Arrow Bank continues to qualify as "well-capitalized" under the capital classification guidelines as defined by the Capital Rules. Because of continued profitability and strong asset quality, the regulatory capital levels throughout recent years have consistently remained well in excess of the various required regulatory minimums in effect.

Stockholders’ equity was $446.3 million at June 30, 2026, an increase of $14.5 million, or 3.3%, from the December 31, 2025 level of $431.9 million. The increase in stockholders' equity over the first six months of 2026 principally reflected the following factors: the addition of (i) $24.4 million of net income for the period and (ii) the issuance of $1.8 million of common stock through employee benefit plans, reduced by (iii) other comprehensive loss of $1.4 million and (iv) cash dividends of $9.9 million. The components of the change in stockholders’ equity since year-end 2025 are presented in the Consolidated Statements of Changes in Stockholders’ Equity on page 6, and are discussed in more detail in the next section.

At June 30, 2026, book value per share was $26.98, up 2.7% from year-end 2025. Tangible book value per share was $25.44, an increase of $0.73, or 2.95%, from December 31, 2025. See the disclosure on page 39 related to the use of non-GAAP financial measures.

In the second quarter of 2026, Arrow paid a quarterly cash dividend of $0.30 per share.

Loan Quality: Net charge-offs, expressed as an annualized percentage of average loans outstanding, were 0.08% for the three-month period ended June 30, 2026, consistent with the three-month period ended December 31, 2025.

The allowance for credit losses was $36.2 million as of June 30, 2026, which represented 1.03% of loans outstanding, as compared to $34.3 million, or 0.99%, at December 31, 2025.

Nonperforming loans were $8.3 million at June 30, 2026, representing 0.24% of period-end loans, consistent with December 31, 2025 non performing loans of $8.5 million, representing 0.24% of period-end loans. Nonperforming assets of $8.7 million at June 30, 2026 represented 0.19% of period-end assets, down from 0.20% of period-end assets at December 31, 2025.

Loan Segments: As of June 30, 2026, including the fair value marks associated with derivatives, total loans increased by $43.4 million, or 1.3%, as compared to the balance at December 31, 2025. The largest increase was in the commercial and commercial real estate loans portfolio which increased by $26.5 million, or 2.7%, from December 31, 2025. Consumer loans, primarily comprised of automobile loans, increased $7.2 million. The residential real estate loan portfolio increased $9.8 million, or 0.7%.

  • Commercial and Commercial Real Estate Loans: Combined, these loans comprise 28.9% of the total loan portfolio at June 30, 2026. Commercial loans are extended to businesses primarily located in Arrow's regional market area. There are no commercial real estate loans in major metropolitan areas. In addition, only approximately 2% of the total loan portfolio is composed of office related property at June 30, 2026. Retail loans were approximately 3% of the total loan portfolio and hotels and motels were approximately 4% of the total loan portfolio at June 30, 2026. Commercial property values in Arrow's region have largely remained stable. Appraisals on nonperforming and watched commercial real estate loan properties are updated as necessary, usually when the loan is downgraded or when there has been significant market deterioration since the last appraisal.
  • Consumer Loans: These loans comprised 31.1% of the total loan portfolio at period-end. Consumer automobile loans at June 30, 2026, were 99.6% of this portfolio segment. The vast majority of automobile loans are initiated through automobile dealers. Inflation and the uncertain economic environment may limit the potential growth in this category.
  • Residential Real Estate Loans: These loans, including home equity loans, made up 40.1% of the total loan portfolio at June 30, 2026. Demand for residential real estate has continued to remain strong. Arrow originated nearly all of the residential real estate loans currently held in the loan portfolio and applies conservative underwriting standards. Arrow may sell a portion of the residential real estate mortgage originations into the secondary market. The ratio of the sales of originations to total originations tends to fluctuate from period to period based on market conditions and other factors such as prevailing mortgage rates, other lending opportunities, capital and liquidity needs, and the availability of a market for such transactions.

Liquidity and Access to Credit Markets: Arrow has not experienced, nor is it currently experiencing, any liquidity events. Arrow’s liquidity position should provide the necessary flexibility to address any unexpected near-term liquidity needs. Interest-earning cash balances at June 30, 2026 were $155.9 million compared to $185.1 million at December 31, 2025. Contingent lines of credit are also available. Operating collateralized lines of credit are established and available through the FHLBNY, FRB and other bank lines totaling approximately $1.1 billion. The general terms of Arrow's lines of credit have not changed significantly in recent periods (see the general liquidity discussion on page 55). Historically, Arrow has principally relied on asset-based liquidity (i.e., funds in overnight investments and cash flow from maturing investments and loans) with liability-based liquidity as a secondary source of funds (the main liability-based sources are an overnight borrowing arrangement with correspondent banks, an arrangement for overnight borrowing and term credit advances from the FHLBNY, and an additional arrangement for short-term advances at the FRB discount window). Regular liquidity stress tests and tests of the contingent liquidity plan are performed to ensure that an adequate amount of available funds can be generated to meet a wide variety of potential liquidity crises.

Average Consolidated Balance Sheets and Net Interest Income Analysis

GAAP Basis · Dollars In Thousands

View SEC source
Quarter Ended:June 30, 2026 · AverageBalanceJune 30, 2026 · Interest · Income/ExpenseJune 30, 2026 · Rate · Earned/PaidJune 30, 2025 · AverageBalanceJune 30, 2025 · Interest · Income/ExpenseJune 30, 2025 · Rate · Earned/Paid
Interest-Earning Deposits at Banks$129,628$1,2003.71%$145,473$1,6224.47%
Investment Securities:
Fully Taxable548,0844,7173.45496,6143,7903.06
Exempt from Federal Taxes66,6875193.1285,7665612.62
Loans (1)3,466,81047,1815.463,415,14045,6005.36
Total Earning Assets (1)4,211,20953,6175.114,142,99351,5734.99
Allowance for Credit Losses(34,305)(35,238)
Cash and Due From Banks29,87429,267
Other Assets219,043195,317
Total Assets$4,425,821$4,332,339
Deposits:
Interest-Bearing Checking Accounts$827,3852,1621.05$845,0411,9410.92
Savings Deposits1,596,0558,9332.241,494,9309,3672.51
Time Deposits over $250,000139,2561,0523.03179,9801,7263.85
Other Time Deposits510,9364,3043.38638,3765,7933.64
Total Interest-Bearing Deposits3,073,63216,4512.153,158,32718,8272.39
Borrowings124,4111,0193.298,601
Junior Subordinated Obligations Issued to Unconsolidated Subsidiary Trusts20,0001713.4320,0001713.43
Finance Leases4,896453.694,978423.38
Total Interest-Bearing Liabilities3,222,93917,6862.203,191,90619,0402.39
Noninterest-Bearing Deposits715,329690,766
Other Liabilities41,66643,138
Total Liabilities3,979,9343,925,810
Stockholders’ Equity445,887406,529
Total Liabilities and Stockholders’ Equity$4,425,821$4,332,339
Net Interest Income$35,931$32,533
Net Interest Spread2.91%2.60%
Net Interest Margin3.42%3.15%

Average Consolidated Balance Sheets and Net Interest Income Analysis

View SEC source
(GAAP Basis) · (Dollars In Thousands)Year to Date Period Ended:June 30, 2026 · AverageBalanceJune 30, 2026 · Interest · Income/ExpenseJune 30, 2026 · Rate · Earned/PaidJune 30, 2025 · AverageBalanceJune 30, 2025 · Interest · Income/ExpenseJune 30, 2025 · Rate · Earned/Paid
Interest-Earning Deposits at Banks$156,292$2,8753.71%$145,746$3,2434.49%
Investment Securities:
Fully Taxable542,2219,2463.44498,2507,3982.99
Exempt from Federal Taxes64,6179833.0788,8351,1482.61
Loans (1)3,453,73094,3075.513,410,63290,1505.33
Total Earning Assets (1)4,216,860107,4115.144,143,463101,9394.96
Allowance for Credit Losses(34,338)(34,469)
Cash and Due From Banks30,06230,385
Other Assets220,117189,269
Total Assets$4,432,701$4,328,648
Deposits:
Interest-Bearing Checking Accounts$843,1324,2621.02$842,8183,7440.90
Savings Deposits1,583,39617,6492.251,505,38718,8502.53
Time Deposits of $250,000 or More143,3182,2483.16183,0533,5373.90
Other Time Deposits574,3419,7403.42615,87811,3223.71
Total Interest-Bearing Deposits3,144,18733,8992.173,147,13637,4532.40
Borrowings64,6711,0193.1815,9491672.11
Junior Subordinated Obligations Issued to Unconsolidated Subsidiary Trusts20,0003403.4320,0003403.43
Finance Leases4,905923.784,987893.60
Total Interest-Bearing Liabilities3,233,76335,3502.203,188,07238,0492.41
Noninterest-Bearing Deposits714,287690,039
Other Liabilities42,26445,069
Total Liabilities3,990,3143,923,180
Stockholders’ Equity442,387405,468
Total Liabilities and Stockholders’ Equity$4,432,701$4,328,648
Net Interest Income$72,061$63,890
Net Interest Spread2.94%2.55%
Net Interest Margin3.45%3.11%

(1) Includes Nonaccrual Loans.

GAAP Basis · Dollars In Thousands

View SEC source
Net Interest Income Rate and Volume AnalysisInterest and Dividend Income:Net Interest Income Rate and Volume Analysis · Quarter ended June 30, 2026 compared to quarter ended June 30, 2025 Increase (Decrease)VolumeNet Interest Income Rate and Volume Analysis · Quarter ended June 30, 2026 compared to quarter ended June 30, 2025 Increase (Decrease)RateNet Interest Income Rate and Volume Analysis · Quarter ended June 30, 2026 compared to quarter ended June 30, 2025 Increase (Decrease)TotalSix months ended June 30, 2026 compared to six months ended June 30, 2025 Increase (Decrease)VolumeSix months ended June 30, 2026 compared to six months ended June 30, 2025 Increase (Decrease)RateSix months ended June 30, 2026 compared to six months ended June 30, 2025 Increase (Decrease)Total
Interest-Earning Deposits at Banks$563$(985)$(422)$851$(1,219)$(368)
Investment Securities:
Fully Taxable(1,211)2,138927(592)2,4401,848
Exempt from Federal Taxes(375)333(42)(462)297(165)
Loans(1,886)3,4671,581(2,060)6,2174,157
Total Interest and Dividend Income(2,909)4,9532,044(2,263)7,7355,472
Interest Expense:
Deposits:
Interest-Bearing Checking Accounts(855)1,076221(494)1,012518
Savings Deposits3,875(4,309)(434)3,233(4,434)(1,201)
Time Deposits over $250,000468(1,142)(674)(228)(1,061)(1,289)
Other Time Deposits(161)(1,328)(1,489)84(1,666)(1,582)
Total Interest-Bearing Deposits3,327(5,703)(2,376)2,595(6,149)(3,554)
Borrowings160692852
Junior Subordinated Obligations Issued to Unconsolidated Subsidiary Trusts
Finance Leases(12)153(6)93
Total Interest Expense3,315(5,688)(2,373)2,749(5,448)(2,699)
Net Interest Income$(6,224)$10,641$4,417$(5,012)$13,183$8,171

CHANGE IN FINANCIAL CONDITION

Summary of Selected Consolidated Balance Sheet Data

(Dollars in Thousands)

Line itemAt Period-EndAt Period-EndAt Period-EndAt Period-End
6/30/202612/31/2025$ ChangeFrom December% ChangeFrom December (not annualized)
Interest-Earning Bank Balances$155,907$185,051$(29,144)(15.7)%
Securities Available-for-Sale498,202495,8682,3340.5%
Securities Held-to-Maturity65,49066,975(1,485)(2.2)%
Equity Securities5,8975,5973005.4%
Loans (1)3,496,5413,453,09343,4481.3%
Allowance for Credit Losses36,18334,3221,8615.4%
Earning Assets (1)4,240,3884,210,95629,4320.7%
Total Assets$4,482,359$4,445,862$36,4970.8%
Noninterest-Bearing Deposits$736,087$722,374$13,7131.9%
Interest-Bearing Checking Accounts871,965862,1929,7731.1%
Savings Deposits1,590,6801,557,63833,0422.1%
Time Deposits over $250132,350155,802(23,452)(15.1)%
Other Time Deposits324,123641,463(317,340)(49.5)%
Total Deposits$3,655,205$3,939,469$(284,264)(7.2)%
Borrowings$310,190$4,265$305,9257,172.9%
Junior Subordinated Obligations Issued to Unconsolidated Subsidiary Trusts20,00020,000
Stockholders' Equity446,306431,85214,4543.3%

(1) Includes Nonaccrual Loans.

Changes in Earning Assets: The loan portfolio at June 30, 2026, was $3.5 billion, an increase of $43.4 million, or 1.3%, from December 31, 2025. The following trends were experienced in our largest segments:

  • Commercial and commercial real estate loans: This segment of the loan portfolio increased by $26.5 million, or 2.7%, during the first six months of 2026. In the first six months of 2026, loans increased due to various factors including the strength of the local economy and expanding customer relationships.
  • Consumer loans: As of June 30, 2026, these loans, primarily auto loans originated through dealerships in New York and Vermont, increased by $7.2 million, or 0.7%, from the December 31, 2025 balance. Inflation, high interest rates and prepayment/refinancing activity may continue to slow demand.
  • Residential real estate loans: This segment increased during the first six months of 2026 by $9.8 million, or 0.7%. Overall economic conditions, including the level of interest rates may impact future origination levels.

Changes in Sources of Funds: Deposit balances reached $3.7 billion, a decrease of $284.3 million, or 7.2% from December 31, 2025. The decrease from December 31, 2025 was primarily due to the replacement of $300 million of brokered CDs with lower-costing FHLB term advances. The borrowings are used with the cash flow hedge to lower the overall cost of funds for the Bank. In addition, balances were affected by seasonality of municipal deposits in the first quarter. Noninterest-bearing deposits represented 20.1% of total deposits at June 30, 2026, compared to 18.3% of total deposits on December 31, 2025. At June 30, 2026, total time deposits were $456.5 million. Municipal deposits increased $131.5 million, or 16.7% from December 31, 2025.

Municipal Deposits: Municipal deposits have historically averaged between 20% to 30% of total deposits. Municipal deposits are typically placed in interest-bearing checking, savings and various time deposit accounts.

In general, there is a seasonal pattern to municipal deposits. Account balances tend to increase throughout the fall and into early winter from tax deposits, flatten out after the beginning of the ensuing calendar year, and increase again at the end of March from the electronic deposit of NYS aid payments to school districts. In addition to seasonal patterns, the overall level of municipal deposit balances fluctuates from year-to-year as a result of local economic factors as well as competition from other banks and non-bank entities.

Arrow uses reciprocal deposits for a select group of municipalities to reduce the amount of investment securities required to be pledged as collateral for municipal deposits where municipal deposits in excess of the FDIC insurance coverage limits were transferred to other participating banks, divided into portions so as to qualify for FDIC insurance coverage at each transferee bank. In return, reciprocal amounts are transferred to Arrow in equal amounts of deposits from the participant banks. The balances of reciprocal deposits were $678.8 million and $614.9 million at June 30, 2026 and December 31, 2025, respectively.

Uninsured Deposits: Arrow's deposit base includes both insured and uninsured deposits. Arrow continually monitors levels and composition of uninsured deposits. Uninsured deposit balances were estimated to be $1.1 billion and $917.6 million at June 30, 2026 and December 31, 2025, respectively.

The maturities of time deposits of $250,000 or more at June 30, 2026 are presented below. (Dollars in Thousands)

Maturing in:
Under Three Months$51,371
Three to Six Months65,731
Six to Twelve Months13,167
Over 12 Months2,081
Total$132,350

FINANCIAL CONDITION

Investment Portfolio Trends

The table below presents the changes in the period-end balances for AFS and HTM securities from December 31, 2025 to June 30, 2026 (in thousands):

Dollars in Thousands

View SEC source
Line itemFair Value at Period-EndNet Unrealized Gains (Losses)For Period Ended
ChangeChange
Securities Available-for-Sale:
U.S. Treasury Securities$⁠⁠(1,465)$⁠⁠(1,643)
U.S. Agency Securities(18)(18)
State and Municipal Obligations(40)
Mortgage-Backed Securities928(2,920)
Corporate and Other Debt Securities2,929179
Total$⁠⁠2,334$⁠⁠(4,402)
Securities Held-to-Maturity:
State and Municipal Obligations$⁠⁠(198)$⁠⁠177
Mortgage-Backed Securities(1,101)9
Total$⁠⁠(1,299)$⁠⁠186

The table below presents the weighted average yield for AFS and HTM securities, at amortized cost, as of June 30, 2026 (in thousands).

June 30, 2026

View SEC source
Line itemWithin One YearAmountWithin One YearYieldAfter One But Within Five YearsAmountAfter One But Within Five YearsYieldAfter Five But Within Ten YearsAmountAfter Five But Within Ten YearsYieldAfter Ten YearsAmountAfter Ten YearsYieldTotalAmountTotalYield
Securities Available-for-Sale:
U.S. Treasury Securities$73,5584.4%$5,0564.1%$78,6144.4%
U.S. Agency Securities25,0002.9%25,0002.9%
State and Municipal Obligations1606.8%1606.8%
Mortgage-Backed Securities1452.4%47,6403.1%58,5161.6%283,3133.4%389,6143.1%
Corporate and Other Debt Securities1,0006.7%25,2506.8%26,2506.8%
Total$25,1452.9%$122,3583.9%$88,8223.2%$283,3133.4%$519,6383.5%
Securities Held-to-Maturity:
State and Municipal Obligations$53,3204.2%$7,9504.0%$1,2254.5%$62,4954.2%
Mortgage-Backed Securities1,9102.4%1,0852.5%2,9952.4%
Total$53,3204.2%$9,8603.7%$1,2254.5%$1,0852.5%$65,4904.1%

At June 30, 2026, Arrow's securities portfolios did not include, directly or indirectly, obligations of foreign governments or governmental agencies of foreign issuers.

In the periods referenced above, mortgage-backed securities consisted solely of mortgage pass-through securities and collateralized mortgage obligations (CMOs) issued or guaranteed by U.S. federal agencies or by government-sponsored enterprises (GSEs). Mortgage pass-through securities provide the investor monthly portions of principal and interest pursuant to the contractual obligations of the underlying mortgages. CMOs are pools of mortgage-backed securities, the repayments on which have generally been separated into two or more components (tranches), where each tranche has a separate estimated life and yield. Arrow's practice has been to purchase pass-through securities and CMOs that are issued or guaranteed by U.S. federal agencies or GSEs, and the tranches of CMOs purchased generally have shorter average lives and/or durations. Lower market interest rates and/or payment deferrals on underlying loans that make up mortgage-backed security collateral may impact cashflows.

U.S. Government & Agency Obligations consisted solely of agency bonds issued by GSEs. These securities generally pay fixed semi-annual coupons with principal payments at maturity. For some, callable options are included that may impact the timing of these principal payments. Arrow's practice has been to purchase agency securities that are issued or guaranteed by GSEs with limited embedded optionality (call features).

Changes in net unrealized gains or losses during recent periods have been primarily attributable to changes in market rates during the periods in question and not due to the credit-worthiness of the issuers.

Investment Sales, Purchases and Maturities

There were no sales of investment securities during the six month periods ended June 30, 2026 or 2025.

The following table summarizes purchases of investment securities within the AFS and HTM portfolios for the three and six month periods ended June 30, 2026 and 2025, as well as proceeds from the maturity and calls of investment securities within each portfolio for the respective periods presented:

(In Thousands)Three Months EndedSix Months Ended
Purchases:6/30/20256/30/2025
Available-for-Sale Portfolio
U.S. Agency Securities
Mortgage-Backed Securities34,62334,623
Other5,0005,000
Total Purchases$⁠39,623$⁠39,623
Maturities & Calls$⁠42,265$⁠68,637
(In Thousands)Three Months EndedSix Months Ended
Purchases:6/30/20256/30/2025
Held-to-Maturity Portfolio
State and Municipal Obligations$⁠3,671$⁠6,570
Maturities & Calls$⁠30,303$⁠33,932

Loan Trends

The following three tables present the quarterly average balances by loan type, the percentage of total loans represented by each loan type and the annualized yield of each loan category for each specified period:

Quarterly Average Loan Balances

(Dollars in Thousands)

Line itemQuarter Ended6/30/20266/30/2025
Commercial$173,164$160,330
Commercial Real Estate822,007801,445
Consumer1,076,4751,111,187
Residential Real Estate1,395,1641,342,178
Total Loans$3,466,810$3,415,140

Percentage of Total Quarterly Average Loans

Line itemQuarter Ended6/30/20266/30/2025
Commercial5.0%4.7%
Commercial Real Estate23.7%23.5%
Consumer31.1%32.5%
Residential Real Estate40.2%39.3%
Total Loans100.0%100.0%

Quarterly Yield on Loans

Line itemQuarter Ended6/30/20266/30/2025
Commercial5.69%5.74%
Commercial Real Estate5.34%5.26%
Consumer6.31%6.17%
Residential Real Estate4.84%4.70%
Total Loans5.46%5.36%

Market rates have fluctuated which impacts new loan yields for fixed rate loans, and variable loan yields as these loans reach their repricing dates.

The table below shows the maturity schedule of loans outstanding as of June 30, 2026 classified by loan category and according to fixed interest rates and variable interest rates (in thousands):

June 30, 2026

View SEC source
Line itemWithin One YearAfter One But Within Five YearsAfter Five But Within 15 YearsAfter 15 YearsTotal
Commercial$47,564$82,030$43,357$106$173,057
Commercial Real Estate236,838421,602175,3013,721837,462
Consumer11,318583,392488,0374221,083,169
Residential Real Estate157,343236,934310,468698,1081,402,853
Total$453,063$1,323,958$1,017,163$702,357$3,496,541

The following table presents an analysis of the interest rate sensitivity of our commercial, commercial real estate, consumer and residential real estate loan portfolios due after one year as of June 30, 2026

June 30, 2026

View SEC source
Line itemAdjustable Interest RateFixed Interest RateTotal
Commercial$23,397$102,096$125,493
Commercial Real Estate395,089205,535600,624
Consumer1,071,8511,071,851
Residential Real Estate396,462849,0481,245,510
Total loans due after one year$814,948$2,228,530$3,043,478

Maintenance of High Quality Credit in the Loan Portfolio: There have been no material fluctuations in the quality of the loan portfolio. In general, residential real estate loans have historically been underwritten to secondary market standards and Arrow has not engaged in subprime mortgage lending. Similarly, high underwriting standards have been applied to the commercial, commercial real estate and indirect lending program as well.

Commercial Loans and Commercial Real Estate Loans: Commercial and commercial real estate loans in the loan portfolio were extended to businesses or borrowers primarily located in Arrow's regional markets. There are no commercial real estate loans in major

metropolitan areas. Approximately 2% of the loan portfolio are comprised of office related property. Retail loans were approximately 3% of the loan portfolio and hotels and motels were approximately 4% of the portfolio as of June 30, 2026. A portion of the loans in the commercial portfolio have variable rates tied to market indices, such as Prime, SOFR or FHLBNY.

Consumer Loans: At June 30, 2026, consumer loans continue to be a significant component of Arrow's business, comprising approximately one third of the total loan portfolio.

For credit quality purposes, Arrow assigns automobile loan customers into one of four tiers, ranging from lower to higher quality in terms of anticipated credit risk. Arrow's experienced lending staff not only utilizes credit evaluation software tools but also reviews and evaluates each loan individually prior to the loan being funded. Arrow believes that this disciplined approach to evaluating credit risk has contributed to maintaining the strong credit quality in this portfolio.

Residential Real Estate Loans: Demand for residential real estate has continued to remain strong. Arrow may sell a portion of its residential real estate originations into the secondary market. Overall economic conditions, including the level of interest rates, can impact future origination levels.

Deposit Trends

The following tables provide information on trends in the quarterly average balances and mix of the deposit portfolio by deposit type and the percentage of total deposits represented by each deposit type.

Quarterly Average Deposit Balances(Dollars in Thousands)Quarterly Average Deposit Balances · (Dollars in Thousands) · Quarter Ended6/30/20266/30/2025
Noninterest-Bearing Deposits$715,329$690,766
Interest-Bearing Checking Accounts827,385845,041
Savings Deposits1,596,0551,494,930
Time Deposits over $250139,256179,980
Other Time Deposits510,936638,376
Total Deposits$3,788,961$3,849,093
Line itemQuarter Ended6/30/20266/30/2025
Non-Municipal Deposits$2,925,779$2,979,700
Municipal Deposits863,182869,393
Total Deposits$3,788,961$3,849,093

Percentage of Total Quarterly Average Deposits

Line itemQuarter Ended6/30/20266/30/2025
Noninterest-Bearing Deposits18.9%17.9%
Interest-Bearing Checking Accounts21.8%22.0%
Savings Deposits42.1%38.8%
Time Deposits over $2503.7%4.7%
Other Time Deposits13.5%16.6%
Total Deposits100.0%100.0%

Quarterly Cost of Deposits

Demand DepositsQuarter Ended · 6/30/20266/30/2025
Interest-Bearing Checking Accounts1.050.92%
Savings Deposits2.242.51%
Time Deposits over $2503.033.85%
Other Time Deposits3.383.64%
Total Deposits1.741.96%

In the fourth quarter of 2025, the targeted Federal Funds rate fell 25 basis points. The Federal Funds rate has not changed subsequently. Future rate cuts are difficult to determine. See Part I, Item 3, entitled "Quantitative and Qualitative Disclosures About Market Risk," on page 61 for further discussion.

Non-Deposit Sources of Funds

$20 million of Junior Subordinated Obligations Issued to Unconsolidated Subsidiary Trusts listed on the consolidated balance sheet as of June 30, 2026 (i.e., previously issued TRUPs) will, subject to certain limits, continue to qualify as Tier 1 regulatory capital for Arrow until such TRUPs mature or are redeemed. This is further discussed under "Capital Resources" beginning on page 54 of this Report.

ASSET QUALITY

The following table presents information related to the allowance for credit losses:

Summary of the Allowance for Credit Losses

(Dollars in Thousands, Loans Stated Net of Unearned Income)

Line item6/30/202612/31/20256/30/2025
Loan Balances:
Period-End Loans$3,496,541$3,453,093$3,424,754
Average Loans, Year-to-Date3,453,7303,422,7373,410,632
Average Loans, Quarter-to-Date3,466,8103,444,5053,415,140
Period-End Assets4,482,3594,445,8624,414,720
Allowance for Credit Losses, Year-to-Date:
Allowance for Credit Losses, Beginning of Period$34,322$33,598$33,598
Impact of the Adoption of ASU 2016-13
Provision for Credit Losses, YTD3,3757,2745,613
Loans Charged-off, YTD(3,344)(9,554)(6,613)
Recoveries of Loans Previously Charged-off1,8303,0041,593
Net Charge-offs, YTD(1,514)(6,550)(5,020)
Allowance for Credit Losses, End of Period$36,183$34,322$34,191
Allowance for Credit Losses, Quarter-to-Date:
Allowance for Credit Losses, Beginning of Period$34,055$34,176$37,771
Provision for Credit Losses, QTD2,827846594
Loans Charged-off, QTD(1,770)(1,477)(5,063)
Recoveries of Loans Previously Charged-off1,071777889
Net Charge-offs, QTD(699)(700)(4,174)
Allowance for Credit Losses, End of Period$36,183$34,322$34,191
Nonperforming Assets, at Period-End:
Nonaccrual Loans$6,814$6,415$5,275
Loans Past Due 90 or More Days and Still Accruing Interest1,4872,040940
Restructured and in Compliance with Modified Terms12
Total Nonperforming Loans8,3018,4556,227
Repossessed Assets363280590
Other Real Estate Owned
Total Nonperforming Assets$8,664$8,735$6,817
Asset Quality Ratios:
Allowance to Nonperforming Loans435.89%405.94%549.08%
Allowance to Period-End Loans1.03%0.99%1.00%
Provision to Average Loans (Quarter) (1)0.33%0.10%0.07%
Provision to Average Loans (YTD) (1)0.20%0.21%0.33%
Net Charge-offs to Average Loans (Quarter) (1)0.08%0.08%0.49%
Net Charge-offs to Average Loans (YTD) (1)0.09%0.19%0.30%
Nonperforming Loans to Total Loans0.24%0.24%0.18%
Nonperforming Assets to Total Assets0.19%0.20%0.15%
(1) Annualized

Allowance for Credit Losses

The allowance for credit losses was $36.2 million as of June 30, 2026, which represented 1.03% of loans outstanding, as compared to $34.3 million, or 0.99%, at December 31, 2025. The overall change in the allowance from December 31, 2025 was primarily the result of a $1.6 million specific reserve related to a non-performing commercial loan due to a sudden personal and corporate bankruptcy declared in June 2026 as well as growth in the loan portfolio.

See Note 2. Accounting Policies to the Consolidated Financial Statements for additional discussion related to CECL.

Risk Elements

Nonperforming assets at June 30, 2026 amounted to $8.7 million, consistent with December 31, 2025 and an increase from $6.8 million at June 30, 2025. Historically, ratios of nonperforming assets to total assets have remained fairly consistent to the average ratios for our peer group (see page 37 for a discussion of the peer group). At March 31, 2026, the ratio of loans past due 90 or more days plus nonaccrual loans plus other real estate owned to total assets was 0.11% as compared to the 0.60% ratio of our peer group (the latest date for which peer group information is available). At June 30, 2026 the ratio was 0.19%.

The following table presents the balance of other non-current loans at period-end as to which interest income was being accrued (i.e., loans 30 to 89 days past due, as defined in bank regulatory guidelines). These non-current loans are not included in nonperforming assets, but entail heightened risk:

Loans Past Due 30-89 Days and Accruing Interest($ in 000's)

View SEC source
Line item6/30/202612/31/2025
Commercial Loans$428$839
Commercial Real Estate Loans2,9552,888
Residential Real Estate Loans4,1214,171
Consumer Loans - Primarily Indirect Automobile15,88820,965
Total Loans Past Due 30-89 Days and Accruing Interest$23,392$28,863

At June 30, 2026, the loans in the above-referenced category totaled $23.4 million, a decrease from the $28.9 million of such loans at December 31, 2025. The June 30, 2026 total of non-current loans equaled 0.67% of loans then outstanding, compared to 0.84% at December 31, 2025.

The number and dollar amount of performing loans that demonstrate characteristics of potential weakness from time-to-time (potential problem loans) typically is a very small percentage of the loan portfolio. See the table of Credit Quality Indicators in Note 4. Loans to the Consolidated Financial Statements. Arrow considers all performing commercial and commercial real estate loans classified as substandard or lower (as reported in Note 4. Loans to the Consolidated Financial Statements) to be potential problem loans. These loans will continue to be closely monitored and Arrow currently expects to collect all contractual principal and interest payments in full on these classified loans.

As of June 30, 2026, Arrow held no other real estate owned properties.

CAPITAL RESOURCES

Regulatory Capital Standards

Capital Adequacy Requirements. An important area of banking regulation is the federal banking system's promulgation and enforcement of minimum capitalization standards for banks and bank holding companies. The banking regulators have established guidelines for capital requirements, expressed in terms of Tier 1, or core capital, as a percentage of average assets, to measure the financial health of the institution. Banking regulators have also established risk-based capital guidelines for U.S. banking organizations.

Capital Ratio2026
Minimum CET1 Ratio4.500%
Capital Conservation Buffer ("Buffer")2.500%
Minimum CET1 Ratio Plus Buffer7.000%
Minimum Tier 1 Risk-Based Capital Ratio6.000%
Minimum Tier 1 Risk-Based Capital Ratio Plus Buffer8.500%
Minimum Total Risk-Based Capital Ratio8.000%
Minimum Total Risk-Based Capital Ratio Plus Buffer10.500%
Minimum Leverage Ratio4.000%

Current Capital Ratios: The table below sets forth the regulatory capital ratios of Arrow and Arrow Bank under the current Capital Rules, as of June 30, 2026:

Line itemCommon Equity Tier 1 Capital RatioTier 1 Risk-Based Capital RatioTotal Risk-Based Capital RatioTier 1 Leverage Ratio
Arrow Financial Corporation13.21%13.83%14.98%10.19%
Arrow Bank12.71%12.71%13.87%9.33%
FDICIA's Prompt Corrective Action - "Well-Capitalized" Standard (2019)6.50%8.00%10.00%5.00%
Regulatory Minimum7.00%8.50%10.50%4.00%

At June 30, 2026, Arrow Bank exceeded the minimum regulatory capital ratios established under the current Capital Rules and qualified as "well-capitalized", the highest category in the capital classification scheme established by federal bank regulatory agencies under the "prompt corrective action" standards, as described above.

Capital Components and Stock Repurchases

Stockholders' Equity: Stockholders’ equity was $446.3 million at June 30, 2026, an increase of $14.5 million, or 3.3%, from the December 31, 2025 level of $431.9 million. The increase in stockholders' equity over the first six months of 2026 principally reflected the following factors: the addition of (i) $24.4 million of net income for the period and (ii) the issuance of $1.8 million of common stock through employee benefit plans, reduced by (iii) other comprehensive loss of $1.4 million and (iv) cash dividends of $9.9 million.

Trust Preferred Securities: In each of 2003 and 2004, Arrow issued $10 million of TRUPs in a private placement. Under the FRB's regulatory capital rules then in effect, TRUPs proceeds qualified as Tier 1 capital for bank holding companies such as Arrow, but only in amounts up to 25% of Tier 1 capital, net of goodwill less any associated deferred tax liability. For Arrow, TRUPs outstanding prior to the grandfathering cutoff date set forth in Dodd-Frank (May 19, 2010) would continue to qualify as Tier 1 capital until maturity or redemption, subject to limitations.

In the first quarter of 2020, Arrow entered into interest rate swap agreements to synthetically fix the variable rate interest payments associated with $20 million in outstanding subordinated trust securities. The effective fixed rate is 3.43% until maturity. These agreements are designated as cash flow hedges.

Stock Repurchases:

No shares were repurchased during the six month period ended June 30, 2026 under the Company's current repurchase authorization and as of June 30, 2026, $5,066,228 remained available. The repurchase authorization has no expiration date.

From time to time, Arrow may establish a written trading plan in accordance with Rule 10b5-1 of the Exchange Act, pursuant to which it may repurchase shares of its common stock. Repurchases may be made by Arrow, at times and in amounts as it deems appropriate, and may be made through open market transactions in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions, applicable legal requirements, and other factors.

LIQUIDITY

The objective of effective liquidity management is to ensure that Arrow has the ability to raise cash when needed at a reasonable cost. This includes the capability of meeting expected and unexpected obligations to Arrow's customers at any time. Given the uncertain nature of customer demands and the need to maximize earnings, Arrow maintains reasonably priced sources of funds, both on- and off-balance sheet, that can be accessed quickly in times of need. Arrow’s liquidity position provides the Company with the necessary flexibility to address any unexpected near-term disruptions such as reduced cash flows from the investment and loan portfolio, unexpected deposit runoff, or increased loan originations.

Arrow's primary sources of available liquidity are overnight investments in federal funds sold, interest-earning bank balances at the FRBNY, and cash flow from investment securities and loans. Certain investment securities are categorized as available-for-sale at time of purchase. The available-for-sale portfolio was $498.2 million at June 30, 2026, an increase of $2.3 million from the year-end 2025 level. Due to the potential for volatility in market values, Arrow may not always be able to sell securities on short notice at their carrying value, even to provide needed liquidity. Arrow also held interest-earning cash balances at June 30, 2026 of $155.9 million compared to $185.1 million at December 31, 2025.

In addition to liquidity from cash, short-term investments, investment securities and loans, Arrow has supplemented available operating liquidity with additional off-balance sheet sources such as a federal funds lines of credit with correspondent banks and credit lines with the FHLBNY. The federal funds lines of credit are with two correspondent banks totaling $23 million which were not drawn on during 2025 or the three and six months ended June 30, 2026.

To support the borrowing relationship with the FHLBNY, Arrow has pledged collateral, including residential mortgage, home equity and commercial real estate loans. At June 30, 2026, Arrow had outstanding collateralized obligations with the FHLBNY of $10 million and term borrowing outstanding of $300 million. As of that date, the unused borrowing capacity at the FHLBNY was approximately $400 million. Brokered deposits are another source of funding accessible in a relatively short time period. At June 30, 2026, Arrow had no brokered CD deposits. In addition, Arrow Bank has established a borrowing facility with the FRBNY, pledging certain consumer loans as collateral for potential "discount window" advances, which are maintained for contingency liquidity purposes. At June 30, 2026, the amount available under this facility was approximately $680 million in the aggregate, and there were no advances outstanding.

Arrow performs regular liquidity stress tests and tests of the contingent liquidity plan to ensure that an adequate amount of available funds can be generated to meet a wide variety of potential liquidity events. Additionally, Arrow continually monitors levels and composition of uninsured deposits. Uninsured deposit balances in excess of the FDIC insurance limit at June 30, 2026, were less than 30% of the total deposit base.

Arrow measures and monitors basic liquidity as a ratio of liquid assets to total short-term liabilities, both with and without the availability of borrowing arrangements. Based on the level of overnight investments, available liquidity from the investment securities portfolio, cash flows from the loan portfolio, the stable retail deposit base and the significant borrowing capacity, Arrow believes that the available liquidity is sufficient to meet all reasonably likely events. At June 30, 2026, Arrow's primary liquidity ratio was approximately 9.95% of total assets, well in excess of the internal policy limit of 5%. Total primary liquidity was approximately $446 million, comprised of $187 million of unencumbered cash and $259 million in unencumbered securities.

Arrow did not experience any liquidity constraints in the six month period ended June 30, 2026, in 2025 or in any recent prior period. Arrow has not at any time during such periods been forced to pay above-market rates to obtain retail deposits or other funds from any source.

RESULTS OF OPERATIONS

Three Months Ended June 30, 2026 Compared With

Three Months Ended June 30, 2025

Summary of Earnings Performance

(Dollars in Thousands, Except Per Share Amounts)

Line itemThree Months EndedJune 30, 2026Three Months EndedJune 30, 2025Change% Change
Net Income$10,962$10,805$1571.5%
Diluted Earnings Per Share0.660.650.011.5%
Return on Average Assets0.99%1.00%(0.01)%(1.0)%
Return on Average Equity9.86%10.66%(0.80)%(7.5)%

The following narrative discusses the quarter-to-quarter changes in net interest income, non-interest income, non-interest expense and income taxes:

Net Interest Income

Summary of Net Interest Income

(Dollars in Thousands)

Line itemThree Months EndedJune 30, 2026Three Months EndedJune 30, 2025Change% Change
Interest and Dividend Income$53,617$51,573$2,0444.0%
Interest Expense17,68619,040(1,354)(7.1)%
Net Interest Income35,93132,5333,39810.4%
Average Earning Assets(1)4,211,2094,142,99368,2161.6%
Average Interest-Bearing Liabilities3,222,9393,191,90631,0331.0%
Average Yield on Earning Assets(1)5.11%4.99%0.12%2.4%
Average Cost of Interest-Bearing Liabilities2.202.39(0.19)(7.9)%
Net Interest Spread2.912.600.3111.9%
Net Interest Margin3.423.150.278.6%
(1) Includes Nonaccrual Loans.

Net interest income for the quarter increased by $3.4 million, or 10.4%, from the second quarter of 2025. Interest and fees on loans were $47.2 million for the second quarter of 2026, an increase from $45.6 million for the quarter ended June 30, 2025, primarily due to loan growth and higher loan yields. Interest expense for the second quarter of 2026 was $17.7 million, a decrease of $1.4 million versus the comparable quarter ended June 30, 2025, primarily due to active management of deposit rates. Net interest margin increased 27 basis points in the second quarter of 2026 to 3.42%, from 3.15% during the second quarter of 2025. The increase in net interest margin compared to the second quarter of 2025 was primarily the result of continued yield expansion on earning assets combined with the moderating cost of interest-bearing liabilities. Average earning asset yields were 12 basis points higher as compared to the second quarter of 2025. The average cost of interest-bearing liabilities decreased 19 basis points from the quarter ended June 30, 2025. Arrow defines net interest margin as net interest income divided by average earning assets, annualized. Further detailed information is presented above under the section entitled "Average Consolidated Balance Sheets and Net Interest Income Analysis" on page 44-45. The impact of recent interest rate changes on Arrow's deposit and loan portfolios are discussed above in this Report under the sections entitled "Deposit Trends" on page 51 and "Loan Trends" on page 49.

The provision for credit losses for the second quarter of 2026 was $2.8 million, compared to a provision of $0.6 million for the second quarter of 2025. The increase was primarily driven by a $1.6 million specific reserve related to the non-performing commercial loan loan due to a sudden personal and corporate bankruptcy declared in June 2026 as well as an increase to the provision due to loan growth in the second quarter of 2026.

Non-interest Income

Summary of Non-interest Income

(Dollars in Thousands)

Line itemThree Months EndedJune 30, 2026Three Months EndedJune 30, 2025Change% Change
Income From Fiduciary Activities$2,706$2,398$30812.8%
Fees for Other Services to Customers2,9692,7871826.5%
Insurance Commissions1,9741,8041709.4%
Net Gain on Securities155(40)195487.5%
Net Gain on the Sale of Loans154213(59)(27.7)%
Other Operating Income298447(149)(33.3)%
Total Non-interest Income$8,256$7,609$6478.5%

Total non-interest income in the current quarter was $8.3 million, an increase of $647 thousand from the second quarter of 2025. Fiduciary activity income increased primarily due to additions of new wealth management accounts as well as improved market performance. Net gain on security transactions of $155 thousand for the three months ended June 30, 2026, resulted from the increase in the fair value of equity securities. Insurance commissions increased during the three months ended June 30, 2026 compared to the three months ended June 30, 2025 due to the combination of the increase in average premiums and onboarding of new, larger commercial insurance relationships.

Non-interest Expense

Summary of Non-interest Expense

(Dollars in Thousands)

Line itemThree Months EndedJune 30, 2026Three Months EndedJune 30, 2025Change% Change
Salaries and Employee Benefits$15,097$14,086$1,0117.2%
Occupancy Expense of Premises, Net2,1011,9521497.6%
Technology and Equipment Expense4,7575,589(832)(14.9)%
FDIC and FICO Assessments441649(208)(32.0)%
Amortization7180(9)(11.3)%
Other Operating Expense4,9973,2961,70151.6%
Total Non-interest Expense$27,464$25,652$1,8127.1%
Efficiency Ratio62.02%63.41%(1.4)%(2.2)%

Non-interest expense for the second quarter of 2026 was $27.5 million, an increase of $1.8 million, or 7.1%, from the second quarter of 2025. Salaries and benefit expenses increased $1.0 million, or 7.2%, from the prior year comparable quarter as a result of overall growth in the organization, increased benefits cost and a competitive labor market. Technology expenses in the second quarter decreased $832 thousand, or 14.9%, from the second quarter of 2025. Occupancy expenses increased $149 thousand due to increases in utility and building maintenance costs. The second quarter of 2026 included approximately $1.0 million of expenses related to the acquisition of Adirondack Bancorp, Inc. The second quarter of 2025 had no expenses related to the acquisition of Adirondack Bancorp, Inc.

Income Taxes

Summary of Income Taxes

(Dollars in Thousands)

Line itemThree Months EndedJune 30, 2026Three Months EndedJune 30, 2025Change% Change
Income before Provision for Income Taxes$13,896$13,896
Provision for Income Taxes$2,934$3,091$(157)(5.1)%
Effective Tax Rate21.1%22.2%(1.1)%(5.0)%

The decrease in the effective tax rate for the second quarter of 2026 compared to the second quarter of 2025 reflects the impact of tax credits recognized from energy production tax credit purchases made in June 2026 partially offset by nondeductible expenses related to the acquisition of Adirondack Bank.

RESULTS OF OPERATIONS

Six Months Ended June 30, 2026 Compared With

Six Months Ended June 30, 2025

Summary of Earnings Performance

(Dollars in Thousands, Except Per Share Amounts)

Line itemSix Months EndedJune 30, 2026Six Months EndedJune 30, 2025Change% Change
Net Income$24,447$17,115$7,33242.8%
Diluted Earnings Per Share1.481.030.4543.7
Return on Average Assets1.11%0.80%0.31%38.8
Return on Average Equity11.14%8.51%2.63%30.9

The following narrative discusses the period-to-period changes in net interest income, non-interest income, non-interest expense and income taxes:

Net Interest Income

Summary of Net Interest Income

(Dollars in Thousands)

Line itemSix Months EndedJune 30, 2026Six Months EndedJune 30, 2025Change% Change
Interest and Dividend Income$107,411$101,939$5,4725.4%
Interest Expense35,35038,049(2,699)(7.1)%
Net Interest Income72,06163,8908,17112.8%
Average Earning Assets (1)4,216,8604,143,46373,3971.8%
Average Interest-Bearing Liabilities3,233,7633,188,07245,6911.4%
Average Yield on Earning Assets (1)5.14%4.96%0.18%3.6%
Average Cost of Interest-Bearing Liabilities2.202.41(0.21)(8.7)%
Net Interest Spread2.942.550.3915.3%
Net Interest Margin3.453.110.3410.9%
(1) Includes Nonaccrual Loans.

Net interest margin for the first six months of 2026 increased 34 basis points to 3.45%, from 3.11% for the first six months of 2025. Average earning asset yields were 18 basis points higher as compared to the first six months of 2025, primarily due to higher market rates. The average cost of interest-bearing liabilities decreased 21 basis points from the first six months of 2025 as a result of managing deposit costs in a competitive interest rate environment. Further detailed information is presented above under the section entitled "Average Consolidated Balance Sheets and Net Interest Income Analysis."

As previously discussed under the heading "Asset Quality" beginning on page 53, the provision for credit losses for the first six months of 2026 was $3.4 million, compared to $5.6 million for the first six months of 2025. The sizable year-over-year decrease reflects the recognition of a specific reserve related to the CRE Participation that was charged off in the second quarter of 2025 and moved to other assets.

Non-interest Income

Summary of Non-interest Income

(Dollars in Thousands)

Line itemSix Months EndedJune 30, 2026Six Months EndedJune 30, 2025Change% Change
Income From Fiduciary Activities5,4194,933$4869.9%
Fees for Other Services to Customers5,6965,3873095.7
Insurance Commissions4,0873,63045712.6
Net Gain (Loss) on Securities300277238.3
Net Gain on the Sale of Loans44431413041.4
Other Operating Income938907313.4
Total Non-interest Income$16,884$15,448$1,4369.3%

Total non-interest income for the first six months of 2026 was $16.9 million, an increase of $1.4 million from the first six months of 2025. Income from fiduciary activities increased from the prior year period as a result of improved market performance as well as growth in assets under management. . Insurance commissions increased during the six months ended June 30, 2026 compared to the six months ended June 30, 2025 due to the combination of the increase in average premiums and onboarding of new, larger commercial insurance relationships. Net gain on security transactions of $300 thousand for the first six months of 2026 resulted from the increase in the fair value of equity securities.

Non-interest Expense

Summary of Non-interest Expense

(Dollars in Thousands)

Line itemSix Months EndedJune 30, 2026Six Months EndedJune 30, 2025Change% Change
Salaries and Employee Benefits$30,019$27,641$2,3788.6%
Occupancy Expense of Premises, Net4,5603,97458614.7
Technology and Equipment Expense9,80910,676(867)(8.1)
FDIC and FICO Assessments1,0261,319(293)(22.2)
Amortization142161(19)(11.8)
Other Operating Expense8,7737,92684710.7
Total Non-interest Expense$54,329$51,697$2,6325.1
Efficiency Ratio60.95%64.94%(3.99)%(6.1)%

Salaries and employee benefits expense for the first six months of 2026 increased $2.4 million, or 8.6%, from the comparable period in 2025 primarily driven by the overall growth in the organization and inflation driven wage increases. Technology expenses decreased $0.9 million, or 8.1%, from the first six months of 2025 primarily due to increased costs in the first six months of 2025 related to the unification of Arrow's subsidiary banks. Other non-interest expense increased $0.8 million for the first six months of 2026, as compared to the first six months of 2025 primarily due to costs related to the acquisition of Adirondack Bancorp, Inc. The first six months of 2026 included approximately $1.8 million of expenses related to the acquisition of Adirondack Bancorp, Inc. The first six months of 2025 had no expenses related to the acquisition of Adirondack Bancorp, Inc.

Income Taxes

Summary of Income Taxes

(Dollars in Thousands)

Line itemSix Months EndedJune 30, 2026Six Months EndedJune 30, 2025Change% Change
Income before Provision for Income Taxes$31,241$22,028$9,21341.8%
Provision for Income Taxes$6,794$4,913$1,88138.3%
Effective Tax Rate21.7%22.3%(0.6)%(2.7)%

The decrease in the effective tax rate for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 reflects the impact of tax credits recognized from energy production tax credit purchases made in June 2026 partially offset by nondeductible expenses related to the acquisition of Adirondack Bank and higher pre-tax income, which diluted the proportional impact of tax-exempt income.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

General: Arrow's largest component of market risk remains interest rate risk. Arrow is not subject to foreign currency exchange or commodity price risk.

Asset/Liability Management: Market risk is the possibility that changes in future market rates (interest rates) or prices (market value of financial instruments) will make Arrow's position (i.e., assets and operations) less valuable. Arrow's primary market risk is interest rate volatility. The ongoing monitoring and management of interest rate risk is an important component of the asset/liability management process, which is governed by policies that are reviewed and approved annually by the Board of Directors. The Board of Directors delegates responsibility for carrying out asset/liability oversight and control to management's Asset/Liability Committee (ALCO). In this capacity ALCO develops guidelines and strategies impacting the asset/liability profile based upon estimated market risk sensitivity, policy limits and overall market interest rate levels and trends.

Changes in market interest rates, whether increases or decreases, can trigger repricing and changes in the pace of payments for both assets and liabilities (prepayment risk). This may individually or in combination affect net interest income, net interest margin, and ultimately net income, either positively or negatively. ALCO utilizes the results of a detailed and dynamic simulation model to quantify this interest rate risk by projecting net interest income in various interest rate scenarios.

Interest Rate Risk Exposure Analysis: Economic Value of Equity ("EVE") Analysis. Arrow simulates the impact of interest rate volatility upon EVE using several interest rate scenarios. EVE is the difference between the present value of the expected future cash flows of Arrow's assets and liabilities and the value of any off-balance sheet items, such as derivatives, if applicable.

Traditionally, the fair value of fixed-rate instruments fluctuates inversely with changes in interest rates. Increases in interest rates thus result in decreases in the fair value of interest-earning assets, which could adversely affect Arrow's consolidated results of operations in the event they were to be sold, or, in the case of interest-earning assets classified as available-for-sale, reduce Arrow's consolidated stockholders’ equity, if retained. The changes in the value of assets and liabilities due to fluctuations in interest rates measure the interest rate sensitivity of those assets and liabilities.

In order to measure Arrow's sensitivity to changes in interest rates, EVE is calculated under market interest rates prevailing at a given quarter-end ("Pre-Shock Scenario"), and under various other interest rate scenarios ("Rate Shock Scenarios") representing immediate, permanent, parallel shifts in the term structure of interest rates from the actual term structure observed in the Pre-Shock Scenario, with this shift occurring equally across all points on the yield curve. An increase in the EVE is considered favorable, while a decline is considered unfavorable. The changes in EVE between the Pre-Shock Scenario and various Rate Shock Scenarios due to fluctuations in interest rates reflect the interest rate sensitivity of Arrow's assets, liabilities, and off-balance sheet items that are included in the EVE. Management reports the EVE results to the Board of Directors on a quarterly basis. The report compares Arrow's estimated Pre-Shock Scenario EVE to the estimated EVE calculated under the various Rate Shock Scenarios.

Arrow's valuation model makes various estimates regarding cash flows from principal repayments on loans and deposit decay rates at each level of interest rate change. Arrow's estimates for loan repayment levels are influenced by the recent history of prepayment activity in its loan portfolio, as well as the interest rate composition of the existing portfolio, especially in relation to the existing interest rate environment. Regarding deposit decay rates, Arrow tracks and analyzes the decay rate of its deposits over time, with the assistance of a reputable third-party, and over various interest rate scenarios. Such results are utilized in determining estimates of deposit decay rates in the valuation model. Arrow also generates a series of spot discount rates that are integral to the valuation of the projected monthly cash flows of its assets and liabilities. The valuation model employs discount rates that it considers representative of prevailing market rates of interest with appropriate adjustments it believes are suited to the heterogeneous characteristics of the Company’s various asset and liability portfolios. No matter the care and precision with which the estimates are derived, actual cash flows could differ significantly from Arrow's estimates resulting in significantly different EVE calculations.

The analysis that follows presents, as of June 30, 2026 and March 31, 2026, the estimated EVE at both the Pre-Shock Scenario and the -200 Basis Point Rate, -100 Basis Point Rate, +100 Basis Point Rate and +200 Basis Point Rate Shock Scenarios.

(Dollars in thousands)June 30, 2026EVEJune 30, 2026Dollar ChangeJune 30, 2026Percentage ChangeMarch 31, 2026EVEMarch 31, 2026Dollar ChangeMarch 31, 2026Percentage Change
Rate Shock Scenarios
+200 Basis Points$683,131$(69,495)(9.2)%$672,559$(65,425)(8.9)%
+100 Basis Points$722,141$(30,485)(4.1)%$709,725$(28,259)(3.8)%
Pre-Shock Scenarios$752,626$737,984
-100 Basis Points$767,510$14,8842.0%$750,471$12,4871.7%
-200 Basis Points$766,402$13,7761.8%$746,913$8,9291.2%

Arrow's Pre-Shock Scenario EVE increased from $738.0 million at March 31, 2026, to $752.6 million at June 30, 2026. The primary factors contributing to the increase in EVE were core deposit growth that occurred during the quarter, coupled with an increase in the value of the Bank’s loan and investment portfolios.

Arrow's EVE in the +100 Basis Point Rate and +200 Basis Point Rate Shock Scenarios changed from $709.7 million and $672.6 million, respectively, at March 31, 2026, to $722.1 million and $683.1 million, respectively, at June 30, 2026. In the -100 Basis Point Rate and -200 Basis Point Rate Shock Scenarios Arrow's EVE increased from $750.5 million and $746.9 million, respectively, at June 30, 2025, to $767.5 million and $766.4 million, respectively, at June 30, 2026.

Income Simulation Analysis: Arrow's standard simulation model applies a parallel shift in interest rates, ramped over a 12-month period, to capture the impact of changing interest rates on net interest income. The results are compared to ALCO policy limits which specify a maximum tolerance level for net interest income exposure over a one-year horizon, assuming no balance sheet growth and a 100 and 200 basis point downward and a 200 basis point upward shift in interest rates. Additional tools to monitor potential longer-term interest rate risk, including periodic stress testing involving hypothetical sudden and significant interest rate spikes, are also evaluated.

The following table summarizes the percentage change in net interest income as compared to the base scenario, which assumes no change in market interest rates as generated from the standard simulation model. The results are presented for each of the first two years of the simulation period for the 100 and 200 basis point decreases in interest rate scenario and the 200 basis point increase in interest rate scenario. These results are well within the ALCO policy limits.

As of June 30, 2026:

Change in Interest RateCalculated change in Net Interest Income - Year 1Calculated change in Net Interest Income - Year 2
- 200 basis points4.3%7.3%
- 100 basis points2.3%6.8%
+200 basis points(5.5)%(2.0)%

The hypothetical estimates underlying the sensitivity analysis are based upon numerous assumptions, including: the nature and timing of changes in interest rates including yield curve shape, prepayments on loans and securities, deposit decay rates, pricing decisions on loans and deposits, reinvestment/replacement of asset and liability cash flows, and others. While assumptions are developed based upon current economic and local market conditions, Arrow cannot make any assurance as to the predictive nature of these assumptions including how customer preferences or competitor influences might change.

Also, as market conditions vary from those assumed in the sensitivity analysis, actual results will differ due to: prepayment/refinancing levels likely deviating from those assumed, the varying impact of interest rate changes on caps or floors on adjustable rate assets, the potential effect of changing debt service levels on customers with adjustable rate loans, depositor early withdrawals and product preference changes, unanticipated shifts in the yield curve and other internal/external variables. Furthermore, the sensitivity analysis does not reflect actions that ALCO might take in responding to or anticipating changes in interest rates.

Item 4. Controls and Procedures

Item 4.

CONTROLS AND PROCEDURES

Management, under the supervision and with the participation of the Chief Executive Officer ("CEO") (who is our principal executive officer) and Chief Financial Officer ("CFO") (who is our principal financial officer), evaluated the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act, as of June 30, 2026. Disclosure controls and procedures are controls and other procedures of a company that are designed to ensure the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the SEC (1) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms; and (2) is accumulated and communicated to management, including the principal executive and principal financial officers, or persons and committees performing similar functions, such as the Audit Committee, as appropriate to allow timely decisions regarding required disclosure.

Based on this evaluation, management, including the CEO and CFO, concluded that our disclosure controls and procedures were effective as of June 30, 2026.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the quarter ended June 30, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Item 1.

Legal Proceedings

Arrow, including its subsidiaries, is not currently the subject of any material pending legal proceedings, other than ordinary routine litigation occurring in the normal course of business. On an ongoing basis, Arrow is often the subject of, or a party to, various legal claims by other parties against Arrow, by Arrow against other parties, or involving Arrow, which arise in the normal course of business. Legal expenses incurred in connection with loss contingencies are expensed as incurred.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

None.

Issuer Purchases of Equity Securities

The following table presents information about repurchases by Arrow during the three months ended June 30, 2026 of Arrow's common stock (the only class of equity securities registered pursuant to Section 12 of the Securities Exchange Act of 1934).

No shares were repurchased during the six month period ended June 30, 2026 under the Company's current repurchase authorization and as of June 30, 2026, $5,066,228 remained available. The repurchase authorization has no expiration date.

Second Quarter 2026Calendar Month(A)Total Number of Shares Purchased 1(B)Average Price Paid Per Share 1(C)Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs2(D)Maximum Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs 2
April 1-30$5,066,228
May 1-315,066,228
June 1-305,066,228
Total

1 No shares were purchased in the open market under the ESOP on behalf of the participants under the ESOP by the

administrator of the ESOP or by Arrow pursuant to the Company's most recent authorization for the repurchase of shares.

2 No shares were acquired under the most recent authorization for the repurchase of shares in April, May or June 2026.

Item 3. Defaults Upon Senior Securities

Item 3.

Defaults Upon Senior Securities - None

Item 4. Mine Safety Disclosures

Item 4.

Mine Safety Disclosures - None

Item 5. Other Information

Item 5.

Other Information

Rule 10b5-1 Trading Arrangements

During the three months ended June 30, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

Item 6.

Exhibits

The following exhibits are submitted herewith:

Exhibit NumberExhibit
10.1 *Employment Agreement, dated July 1, 2026, between the Company and Rocco F. Arcuri, Sr.
10.2 *Settlement and Non-Competition Agreement between Adirondack Bank and Rocco F. Arcuri, Sr.
10.3 *Supplemental Executive Retirement Plan Agreement between Adirondack Bank and Rocco F. Arcuri, Sr.
31.1Certification of Chief Executive Officer under SEC Rule 13a-14(a)/15d-14(a)
31.2Certification of Chief Financial Officer under SEC Rule 13a-14(a)/15d-14(a)
32Certification of Chief Executive Officer under 18 U.S.C. Section 1350 and Certification of Chief Financial Officer under 18 U.S.C. Section 1350
101.INSXBRL Instance Document
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Labels Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Management contracts or compensation plans required to be filed as an exhibit.