Arrow Financial Corp: Form 10-Q for the period ended Mar 31, 2026
Filed with the SEC on May 8, 2026 and accepted by EDGAR at May 8, 2026, 10:38 ET.
Management's discussion and analysis
As filed, 1,800 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.
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 March 31, 2026 of Arrow's common stock (the only class of equity securities registered pursuant to Section 12 of the Securities Exchange Act of 1934). On April 24, 2024, the Board authorized management, in its discretion, to repurchase from time to time, in the open market or in privately negotiated transactions up to $5 million of Arrow common stock. On July 23, 2025, the Board increased the available amount for share repurchase by $5 million.The repurchase authorization has no expiration date.
No shares were purchased during the quarter ended March 31, 2026 under the most recent authorization for the repurchase of shares and as of March 31, 2026, $5,066,228 remained available.
| First Quarter 2026 Calendar 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 |
|---|---|---|---|---|
| January 1-31 | — | $— | — | $5,066,228 |
| February 1-28 | — | — | — | 5,066,228 |
| March 1-31 | — | — | — | 5,066,228 |
| 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 January, February or March 2026.
Market risk
As filed, 2,536 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.
Defaults Upon Senior Securities - None
Mine Safety Disclosures - None
Other Information
Rule 10b5-1 Trading Arrangements
During the three months ended March 31, 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.
Exhibits
| Exhibit Number | Exhibit |
|---|---|
| 3.(i) | Certificate of Incorporation of the Registrant as Amended through June 3, 2019, incorporated by reference from the Registrant's Current Report on Form 8-K filed June 5, 2019, Exhibit 3.1 |
| 3.(ii) | By-laws of the Registrant, as amended, incorporated herein by reference from the Registrant’s Current Report on Form 8-K filed on February 1, 2024, Exhibit 3.1 |
The following exhibits are submitted herewith:
| Exhibit Number | Exhibit |
|---|---|
| 10.1* | Change in Control Agreement dated February 1, 2026 between the Registrant and Michael J. Jacobs |
| 10.2* | Change in Control Agreement dated February 1, 2026 between the Registrant and Brooke M. Pancoe |
| 31.1 | Certification of Chief Executive Officer under SEC Rule 13a-14(a)/15d-14(a) |
| 31.2 | Certification of Chief Financial Officer under SEC Rule 13a-14(a)/15d-14(a) |
| 32 | Certification 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.INS | XBRL Instance Document |
| 101.SCH | XBRL Taxonomy Extension Schema Document |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | XBRL Taxonomy Extension Labels Linkbase Document |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * Management contracts or compensation plans required to be filed as an exhibit. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
ARROW FINANCIAL CORPORATION
Registrant
| May 8, 2026 | /s/ David S. DeMarco |
| Date | David S. DeMarco |
| President and Chief Executive Officer | |
| (Principal Executive Officer) | |
| May 8, 2026 | /s/ Penko Ivanov |
| Date | Penko Ivanov |
| Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |
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Figures reported in this filing
Standardized line items from the XBRL in this filing, for the period ended 2026-03-31. Comparative periods it repeats are left out.
| Line item | Period | Value | XBRL concept |
|---|---|---|---|
| Interest expense | 3 months2026-01-01 to 2026-03-31 | $17.7m | us-gaap:InterestExpense |
| Income tax | 3 months2026-01-01 to 2026-03-31 | $3.9m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months2026-01-01 to 2026-03-31 | $13.5m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months2026-01-01 to 2026-03-31 | $0.82 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months2026-01-01 to 2026-03-31 | $0.82 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months2026-01-01 to 2026-03-31 | 16,402,611 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months2026-01-01 to 2026-03-31 | $15.2m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months2026-01-01 to 2026-03-31 | $1.3m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Share repurchases | 3 months2026-01-01 to 2026-03-31 | $113.0k | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Total assets | At period end2026-03-31 | $4.52bn | us-gaap:Assets |
| Total liabilities | At period end2026-03-31 | $4.08bn | us-gaap:Liabilities |
| Short-term borrowings | At period end2026-03-31 | $4.3m | us-gaap:ShortTermBorrowings |
| Shareholders' equity | At period end2026-03-31 | $440.1m | us-gaap:StockholdersEquity |
Source: SEC EDGAR, the filing index for accession 0000717538-26-000060. Last ingested by Listed: Oct 29, 2026, 08:06 ET. Listed shows no prices and gives no investment advice.