arow-20260423

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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Arrow Financial Corporation

(Name of Registrant as Specified In Its Charter)

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250 Glen Street

Glens Falls, New York 12801

April 23, 2026

Dear Shareholder:

You are cordially invited to attend the Arrow Financial Corporation Annual Meeting of Shareholders at 10:00 a.m. on June 3, 2026. Arrow Financial Corporation (the "Company") will host the Annual Meeting virtually. Visit our website at arrowfinancial.com for more information.

As in the past, our meeting will begin with a review of all voting matters and then feature a short presentation on the Company. Additional details about the Annual Meeting and related voting instructions can be found in the following Notice of 2026 Annual Meeting of Shareholders and related Proxy Statement.

As we reflect on 2025, Arrow Financial Corporation delivered a year of disciplined execution, strong financial performance and meaningful progress on our strategic priorities. This was our first full year operating as Arrow Bank National Association®, or Arrow Bank™, and the successful integration of our former subsidiary banks marked an important milestone. In July, we completed the “One Bank Weekend” conversion and officially launched our unified brand on all platforms. This effort, years in the making, brought our people, systems and identity together under one name, one mission and one commitment to serving our customers and communities.

This unification strengthened our foundation, and the results were reflected in our performance. In 2025, Arrow delivered strong operating results, achieving net income of $44.0 million, or $2.65 per share, 50% growth in earnings per share, expansion of net interest margin to 3.19% and tangible book value growth exceeding 10%. Return on average assets surpassed 1.20% in the fourth quarter, demonstrating the resilience of our balance sheet and the success of our strategic initiatives. These outcomes reflect our continued focus on prudent risk management, operational efficiency and value creation for shareholders.

Our commitment to the communities we serve also remained central to who we are. In 2025, we surpassed $1 million in total giving for the first time, supporting 424 organizations. Nearly half of this support advanced CRA-eligible initiatives, including financial empowerment, housing, workforce development and essential needs. Our employees contributed more than 13,700 volunteer hours, underscoring their deep dedication to the communities we call home.

Throughout 2026, we celebrate our 175th anniversary and we do so with a unified brand, a strong financial position and a team committed to excellence. Thank you for your continued trust and investment in Arrow Financial Corporation. We look forward to building on this momentum in the year ahead.

For a better understanding of our Company, including its compensation practices and corporate governance structure, please review our attached proxy materials and Annual Report on Form 10-K. Whether or not you plan to attend the Annual Meeting this year, it is important to us that your shares are represented. We encourage you to vote your shares promptly, and in advance of the Annual Meeting. Thank you.

Sincerely,

/s/ Tenée R. Casaccio /s/ David S. DeMarco

Tenée R. Casaccio David S. DeMarco

Chair of the Board President and Chief Executive Officer

250 Glen Street

Glens Falls, New York 12801

NOTICE OF

2026 ANNUAL MEETING OF SHAREHOLDERS

April 23, 2026

To the Shareholders of Arrow Financial Corporation:

The Annual Meeting of Shareholders of Arrow Financial Corporation, a New York corporation, will be held on Wednesday, June 3, 2026, beginning at 10:00 a.m. Eastern Daylight Time. The Company will host the Annual Meeting virtually. Instructions on how to participate via the Internet, including how to demonstrate proof of stock ownership, are available at: www.proxyvote.com. Shareholders may vote and submit questions prior to attending the Annual Meeting via the Internet. Please see the Additional Voting Information section of this Proxy Statement for additional important information regarding the virtual Annual Meeting.

The Annual Meeting of Shareholders of Arrow Financial Corporation will consider and vote upon the following matters, as described more fully in the Proxy Statement attached to this Notice:

1.The election of four Class A Directors to three-year terms.

2.Advisory approval of our 2025 executive compensation (“Say-on-Pay”).

3.Ratification of the selection of Crowe LLP ("Crowe") as our independent auditor for 2026.

4.Any other business that may properly come before the 2026 Annual Meeting, or any adjournment

or postponement thereof.

Shareholders of record as of the close of business on April 6, 2026 will be entitled to vote at the 2026 Annual Meeting, or any adjournment or postponement thereof. Please see the Additional Voting Information section of the Proxy Statement for more information on how to vote.

Please ensure that your shares are represented at the 2026 Annual Meeting, as your vote is important. See the attached Proxy Statement for more information on how to vote your shares. Thank you.

By Order of the Board of Directors,

/s/ Andrew J. Wise

Andrew J. Wise

Senior Executive Vice President, Chief Risk Officer and Corporate Secretary

250 Glen Street

Glens Falls, New York 12801

PROXY STATEMENT TABLE OF CONTENTS


General Voting Information			1

Voting Item 1 – Election of Four Class A Directors to Three-Year Terms			2

Voting Item 2 – Advisory Approval of Our 2025 Executive Compensation ("Say-on-Pay")			10



Voting Item 3 – Ratification of the Selection of Crowe as Our Independent Auditor for 2026			12

Audit Committee Report			14

Corporate Governance			16

Named Executive Officers			22



Stock Ownership Information			22

Compensation Discussion and Analysis			25

Executive Compensation			32

Agreements With Named Executive Officers			42

Delinquent Section 16(a) Reports			47

Additional Voting Information			47

Additional Shareholder Information			51

250 Glen Street

Glens Falls, New York 12801

PROXY STATEMENT

General Voting Information

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors (“Board”) of Arrow Financial Corporation (“Company”), a New York corporation, of proxies to be voted at the 2026 Annual Meeting of Shareholders (“Annual Meeting”) to be held virtually on June 3, 2026, at 10:00 a.m., or at any adjournment or postponement thereof.

The release of the Notice Regarding the Availability of Proxy Materials, the Notice of 2026 Annual Meeting of Shareholders, the Proxy Statement and the Company's Annual Report on Form 10-K for the year ended December 31, 2025 (collectively, the “Proxy Materials”) is scheduled to begin on April 23, 2026, to shareholders of record as of the close of business on April 6, 2026. As of the record date, there were 16,526,628 shares of Company common stock outstanding, and each share is entitled to one vote at the Annual Meeting.

To vote, please follow the instructions in the Notice Regarding the Availability of Proxy Materials or in the other Proxy Materials. If you wish to receive a printed copy of the Proxy Materials, please follow the instructions in the Notice Regarding the Availability of Proxy Materials. The Proxy Materials will be mailed within three business days of receipt of your request. Shareholders who previously requested electronic copies will receive them in that format.

Please be sure that your shares are represented at the Annual Meeting by completing and submitting your proxy by telephone, online or by requesting and returning a completed paper proxy card. Please see the Additional Voting Information section of this Proxy Statement for more information on how to vote.

Voting Item 1 – Election of Four Class A Directors to Three-Year Terms

Summary and Board Recommendation:

Item 1 at the Annual Meeting is the election of four Class A Directors to three-year terms expiring at the 2029 Annual Meeting of Shareholders and/or until their respective successors are elected and qualified. The Board has nominated for election Mark L. Behan, Gregory J. Champion, Darrin M. Jahnel and Daniel J. White as Class A Directors.

All four nominees were unanimously recommended by the Governance and Risk Committee to the Board, are currently serving as Directors and have been determined to be qualified and have consented to serve if elected.

There are no arrangements or understandings between any Director or Director nominee and any other persons pursuant to which such person was selected as a Director or nominee. None of the Directors are party to any agreement or arrangement that would require disclosure pursuant to Listing Rule 5250(b)(3) for the National Association of Securities Dealers, Inc. ("NASDAQ®") Stock Market, where the Company’s common stock is listed. This rule requires disclosure of agreements or arrangements between a Director and a third party related to the Director's service on the Board.

The Board has no reason to believe that any of these nominees will decline or be unable to serve if elected. Under applicable law and the Company’s bylaws, Directors are elected by a plurality of the shares voted at the Annual Meeting, meaning the nominees receiving the most “For” votes will be elected. For additional information regarding the vote requirements for Item 1, the treatment of abstentions and broker "non-votes" and a description of the Company’s Majority Voting Policy with respect to the election of Directors, please see the Additional Voting Information section.

•Vote Recommendation: Your Board recommends you vote “For” each of its four nominees: Mark L. Behan, Gregory J. Champion, Darrin M. Jahnel and Daniel J. White.

Director Nomination Process:

The Governance and Risk Committee is responsible for identifying and recommending to the full Board suitable nominees to serve as Directors, including incumbents. Director nominees are selected based upon the following criteria, among others:

•Individual Strengths: The candidate’s knowledge, skill, experience and expertise.

•Board Composition: The objective of achieving certain characteristics for the Board as a group, such as diversity of background, occupation, viewpoint and other attributes.

•Succession Planning: Balance among age groups from those who are in mid-career to those nearing or recently entered into retirement.

Additionally, the Governance and Risk Committee will not generally recommend a new candidate for nomination unless the candidate has demonstrated notable leadership and accomplishment in business, higher education, politics and/or cultural endeavors. The Governance and Risk Committee further assesses a candidate’s understanding of the regulatory and policy environment in which the Company does business and the candidate's interest in the communities served by the Company. Other factors considered by the Governance and Risk Committee include a candidate’s personal character, integrity and financial acumen. For candidates with prior experience as a Director of the Company or one of its current subsidiaries, including Arrow Bank and Upstate Agency, LLC ("Upstate Agency"), or its former subsidiary Saratoga National Bank and Trust Company ("SNB"), such candidate's service record will be an important factor in evaluating the desirability of the candidate's continuing service as a Director. Generally, Directors may not serve on the boards of more than two other public companies and may not serve on the board of any other public company whose principal business is financial services.

To identify new candidates for Director, the Governance and Risk Committee will employ its own search protocols, seek suggestions from management and consider any Director nominee proposals it properly receives from shareholders. The same screening process is applied to all suggested candidates, regardless of the source. The

Board will give substantial weight to the recommendations of the Governance and Risk Committee in selecting Director nominees for election and in filling Director vacancies. Under normal circumstances, the Board will not select nominees, including incumbent Directors, who have not been recommended by a majority of the members of the Governance and Risk Committee. For information on how shareholders may participate in the Director nomination process, see “Shareholder Submissions of Director Nominees for the 2027 Annual Meeting” in the Additional Shareholder Information section.

Director Nominee and Continuing Director Biographies:

We have prepared the following biographies to provide shareholders with detailed information about each continuing Director and Director nominee, all of whom are currently serving as Directors of the Company. No specific minimum qualification standards have been established.

Class A Nominees (terms expiring in 2029, if elected)


			Mark L. Behan Mr. Behan, age 65, was appointed Vice-Chair of the Arrow Board of Directors in June 2024 and has been a Director of the Company since 2017; he also served as a Director of the Company’s subsidiary banks, Glens Falls National Bank and Trust Company ("GFNB") and SNB, now named Arrow Bank, since 2015 and 2022, respectively. Mr. Behan founded Behan Communications, Inc. in 1988. Behan Communications, Inc. is a public affairs and strategic communications firm serving national and regional clients and is an adviser to chief executives in major businesses and non-profit organizations in the Capital Region of New York state. Mr. Behan serves as a director or trustee of several nonprofit organizations. He is a graduate of Colgate University. As a former newspaper executive, Mr. Behan brings extensive knowledge of the economic, political and community issues of the Capital Region and the Adirondacks of New York state to the Board.

			Gregory J. Champion Mr. Champion, age 71, has been a Director of the Company since 2021; he also served as a Director of the Company's subsidiary banks, GFNB and SNB, now named Arrow Bank, since 2018 and 2022, respectively; and a Director of the Company's insurance subsidiary, Upstate Agency, since 2025. Mr. Champion is a retired attorney who previously served as Chief Legal Officer for Syncromune, Inc., a privately held clinical stage biopharmaceutical company seeking to develop intra-tumoral immunotherapy treatment for metastatic cancer patients, and prior to that served as the managing member of the Albany, New York office of Bond, Schoeneck & King, PLLC law firm. Mr. Champion has a B.A. from St. Lawrence University and a J.D. (summa cum laude) from Syracuse University College of Law. Mr. Champion brings more than 30 years of legal experience, including advising both privately held and publicly traded companies on corporate governance matters and serving as corporate secretary.

			Darrin M. Jahnel Mr. Jahnel, age 49, has been a Director of the Company and Arrow Bank since November 2025. Mr. Jahnel is Chief Executive Officer and Co-Founder of Jahnel Group and InfoLink, and Chief Executive Officer of Logic Technologies, all located in Schenectady, New York. Under his leadership, Jahnel Group appeared on the Inc. 5000 list for seven consecutive years and earned multiple Best Workplace awards for its thriving culture. Mr. Jahnel is a graduate of UAlbany and NYU’s Stern School of Business. He is also a paid speaker and member of Mensa. Mr. Jahnel is a dynamic CEO, entrepreneur and AI expert and brings more than 25 years of experience building and scaling companies.



			Daniel J. White Mr. White, age 61, was appointed a Director of the Company and its subsidiary banks, GFNB and SNB, now named Arrow Bank, in November 2024. He is a retired Managing Partner of the KPMG, LLP ("KPMG"), Albany Upstate New York offices. Mr. White also served as a KPMG Securities and Exchange Commission ("SEC") reviewing partner that included work with some of the firm's large community bank clients in the Northeast and Midwest. He is a graduate of Siena College and a licensed CPA in New York state. He has 37 years of diversified experience serving financial services-rated entities, including publicly traded bank holding companies, community banks, foreign-owned banks, thrifts, broker-dealers, mortgage banks, asset-based lenders and commercial paper conduits. Mr. White provides the Board with extensive financial and regulatory expertise, offering valuable insight into risk management and strategic growth.

Continuing Class B Directors (terms expiring in 2027)


			David S. DeMarco Mr. DeMarco, age 64, has been a Director of the Company since 2023; he also served as a Director of the Company's subsidiary banks, GFNB and SNB, now named Arrow Bank, since 2022 and 2012, respectively. He has been President and Chief Executive Officer ("CEO") of Arrow Financial Corporation and Arrow Bank since 2023. Mr. DeMarco joined the Company in 1987 as a commercial lender and served in positions of increasing responsibility within the organization. In 2013, he was named President and CEO of SNB. He earned a bachelor's degree in finance from the University of Texas at Austin. He is a graduate of the Adirondack Regional Chamber of Commerce's Leadership Program and the Stonier Graduate School of Banking. Active in the community, he serves as Immediate Past Chair of the Capital Region Chamber of Commerce Board of Directors and sits on the boards of various non-profits dedicated to healthcare and economic development. Mr. DeMarco brings a strategic vision, industry and community expertise and a commitment to sustainable growth to the Board.

			Kristine D. Duffy, Ed.D. Dr. Duffy, age 60, was appointed a Director of the Company in November 2024; she also served as a Director of the Company’s subsidiary banks, GFNB and SNB, now named Arrow Bank, since 2019 and 2022, respectively; and as a Director of the Company’s insurance subsidiary Upstate Agency, since 2020. Dr. Duffy served as President of SUNY Adirondack in Queensbury, New York from 2013 to 2025, and currently serves as strategic advisor for Behan Communications. Dr. Duffy serves on various non-profit boards. With more than 35 years of New York state higher education experience, Dr. Duffy brings personnel, strategic planning and capital fundraising expertise to the Board.

			David G. Kruczlnicki Mr. Kruczlnicki, age 73, has been a Director of the Company since 1989; he also served as a Director of the Company's subsidiary banks, SNB and GFNB, now named Arrow Bank, since 2015 and 2022, respectively. Mr. Kruczlnicki is President of a consulting firm that advises nonprofits on business planning, and teaches at Siena College, Clarkson University Graduate School and UNC/Chapel Hill. He was President and CEO of Glens Falls Hospital, a large regional medical center, from 1989 until his retirement in 2013. Mr. Kruczlnicki received a bachelor’s degree from Siena College and a master’s degree from Rensselaer Polytechnic Institute. He also served on the board of directors of several affiliates of Glens Falls Hospital, numerous other health-related organizations and Pruyn & Company, a local, privately owned paper company. As a former healthcare executive, Mr. Kruczlnicki has significant experience overseeing finance and human resources, as well as directorship experience from his service as a director of numerous private and regional organizations.


			Raymond F. O’Conor Mr. O'Conor, age 70, has been a Director of the Company since 2017; he also served as a Director of the Company's subsidiary banks, SNB and GFNB, now named Arrow Bank, since 1996 and 2022, respectively. Mr. O'Conor served as CEO of Saratoga County Capital Resource Corporation, a community development agency, from 2014 until his retirement in 2025. He was a Senior Vice President of the Company from 2009 until his retirement in 2012, and also served as President and CEO of SNB from 1995 until his retirement. He is also a published author. Mr. O'Conor has an extensive knowledge of community banking, and more specifically, the Company, as a former member of the executive management team.

Continuing Class C Directors (terms expiring in 2028)


			Tenée R. Casaccio, AIA Ms. Casaccio, age 60, was appointed Chair of the Arrow Board of Directors in June 2024; has been a Director of the Company since 2014; and served as a Director of the Company's subsidiary banks, GFNB and SNB, now named Arrow Bank, since 2010 and 2022, respectively. Ms. Casaccio served as President of JMZ Architects and Planners, PC, a nationally certified Women-Owned Business Enterprise located in Glens Falls, New York, from 2009 through 2025. She earned a Bachelor of Architecture degree from Virginia Tech and holds licenses to practice architecture in New York and several other states. She has been with JMZ since 1993. Ms. Casaccio has significant executive experience and a strong understanding of the New York business climate.


			James M. Dawsey Mr. Dawsey, age 73, was appointed a Director of the Company in November 2024; he also served as a Director of the Company’s subsidiary banks, SNB and GFNB, now named Arrow Bank, since 2010 and 2022, respectively; and a Director of the Company’s insurance subsidiary Upstate Agency, since 2022. Mr. Dawsey is the President of MLB Construction Services, LLC. He has more than 45 years of experience in construction management and operations oversight. He earned a Bachelor of Civil Engineering degree from Manhattan College and a Master of Arts in Management from the State University of New York, Plattsburgh. Mr. Dawsey holds general contractor licenses in more than 10 states and is a Commonwealth of Massachusetts Construction Supervisor Member. He also sits on the board of directors of Local Union 157 and the Eastern Contractors Association. Mr. Dawsey's ability to ensure financial strength and operational efficiency provides valuable insight to the Board.


			Colin L. Read, Ph.D. Dr. Read, age 66, has been a Director of the Company since 2013; he also served as a Director of the Company's subsidiary banks, GFNB and SNB, now named Arrow Bank, since 2010 and 2022, respectively. Dr. Read is a professor of economics and finance in the State University of New York system. He served as Mayor of the City of Plattsburgh, New York in 2016, after three years of service on the Clinton County Legislature. He is President of ESG Analytics Group, has taught money and finance since 1987 and teaches sustainability. He is a published author, with various contributions to print, online and television media, as well as 12 books on global finance. Dr. Read has a Ph.D. in economics from Queen’s University, an MBA from the University of Alaska, a law degree from the University of Connecticut and a master’s degree in Taxation from the University of Tulsa. Dr. Read's expertise in economics and understanding of the Plattsburgh, New York area are key strengths.

			Philip C. Morris Mr. Morris, age 71, was appointed a Director of the Company in November 2024; he also served as a Director of the Company’s subsidiary banks, SNB and GFNB, now named Arrow Bank, since 2017 and 2022, respectively; and as a Director of the Company's insurance subsidiary, Upstate Agency, since 2022. Mr. Morris is the CEO of Proctors Collaborative, a performing arts center in Schenectady, New York, with regional subsidiaries, TheRep, in downtown Albany, New York and Universal Preservation Hall in downtown Saratoga Springs, New York. Active in the community, Mr. Morris currently serves on the Capital Region Economic Development Council. Mr. Morris brings extensive expertise in cultural facilities and development to the Board.

Director Compensation:

The Compensation Committee makes recommendations to the full Board regarding Director compensation. The Board itself, however, is responsible for determining the compensation payable to Directors for their services. Amounts paid for service on the boards of directors of Arrow Bank are considered by the Board in its periodic review of total Director compensation.

• Director Compensation for 2025

With respect to 2025 Director compensation, at its January 2025 meeting, the Arrow Board of Directors approved the following Director retainer fees for 2025:


2025 Director Compensation Table
Annual Retainer		Position
$	30,000	Arrow Director
$	20,000	Arrow Bank Director

$	7,500	Member, Audit Committee
$	5,000	Member, Compensation Committee
$	5,000	Member, Governance and Risk Committee
$	2,500	Member, NCIA Board and Wealth Management Committee
$	2,500	Manager, Upstate Agency, LLC

$	12,500	Chair, Audit Committee
$	10,000	Chair, Compensation Committee
$	10,000	Chair, Governance and Risk Committee
$	7,500	Chair, NCIA Board and Wealth Management Committee
$	5,000	Chair, Upstate Agency, LLC

$	25,000	Chair, Arrow Board
$	15,000	Chair, Arrow Bank Board

Only non-management Directors receive compensation for their services as Directors. Management Directors (those persons who are also officers) receive no additional compensation for their services as Directors. Therefore, Mr. DeMarco, our President and CEO who is also a Director, did not receive Director compensation in 2025, although he was entitled to reimbursement of any expenses incurred in connection with his service as Director.

The 2025 quarterly Director payments included a portion of the fees payable in shares of Company common stock in accordance with the Arrow Financial Corporation 2023 Directors' Stock Plan (the "2023 DSP"). In accordance with the 2023 DSP, a portion of the 2025 Directors’ fees, as determined by the Board in its sole discretion, was payable to the Directors in shares of Company common stock, as opposed to cash or any other form of compensation, subject to applicable law and the provisions of the plan. Each Director elected the percentage of their directors’ fees payable in common stock from the portion that would otherwise be payable to the Director. With respect to director compensation payable in 2025, Directors Dake (until his June 2025 retirement), Dawsey and Miller elected to increase the portion of their fees payable in shares of the Company's common stock such that 100% of their fees would be payable in shares of the Company's common stock.

•Directors' Deferred Compensation Plan

Under the Company’s Directors’ Deferred Compensation Plan, Directors of the Company and Arrow Bank may elect to defer receipt of some or all of the cash fees otherwise payable to them in any year to a later date, subject to certain limits set forth in the Deferred Compensation Plan and applicable law. Under this unfunded plan, amounts deferred are credited to the plan account of the deferring Director. The deferred amounts earn interest from time to time at a rate equal to the highest rate being paid on individual retirement accounts by Arrow Bank. Deferred amounts are ultimately distributable on a date or dates selected by the Director, subject to certain restrictions. Distributions under the plan are payable in cash, either in a lump-sum or in annual installments as the participant may choose. During 2025, no Directors elected to defer fees under the plan.

•Incentive Stock-Based Compensation

Under the Company’s current long-term incentive plan, the Arrow Financial Corporation 2022 Long-Term Incentive Plan (“2022 LTIP”), the Board is authorized, in its discretion and after consultation with the Compensation Committee, to make grants of stock-based incentive awards to non-management Directors of the Company as additional compensation for their service as Directors. The terms and conditions of

awards granted to Directors are established by the Board itself, not by the Compensation Committee. The Board believes the grant of equity incentive awards serves an important purpose by further aligning Directors’ interests with those of our shareholders.

In January 2025, the Board approved a grant of restricted stock to each non-management Director under the 2022 LTIP that will vest ratably over a three-year period, reinforcing the long-term nature of the grant. The number and grant date value of all such restricted stock awards are listed in the “2025 Director Compensation Table” later in this section.

Stock Ownership Guidelines

In order to better align the interests of Directors with the interests of our shareholders, the Company has established individual stock ownership guidelines for non-management Directors. Under these guidelines, each non-management Director of the Company is expected to achieve, within five years following such Director's election or appointment to the Board, and thereafter to maintain as long as such Director serves as a Director, beneficial ownership of a number of shares of the Company’s stock having a market value at least equal to five times the basic annual retainer fee payable from time to time to such Director for serving on the Company’s Board. The target ownership requirement for each non-management Director is set by the Compensation Committee and Governance and Risk Committee, and measured each year using holdings valued as of the last business day of the Company's fiscal year. Common shares owned outright (including shares held jointly with immediate family members or indirectly through a trust or spouse) or held through the Company's Employee Stock Ownership Plan ("ESOP") are currently counted toward the stock ownership requirement. Unvested equity awards and unexercised stock options do not count toward the stock ownership requirement. The independent members of the Board have the discretion to address and approve exceptions. Management Directors are also subject to stock ownership guidelines.

As of December 31, 2025 of the approximately 16.5 million shares outstanding, management ownership was estimated to be 0.6%, Director ownership was estimated to be 1.4% and employee ownership was estimated to be 5.2%. The aforementioned ownership percentages do not include approximately 0.4% in unvested restricted stock awards.

2025 Director Compensation Table

The following Director Compensation Table summarizes all compensation paid by the Company and Arrow Bank to the non-management Directors of the Company for the fiscal year ended December 31, 2025. Management Directors (who, in 2025, consisted solely of Mr. DeMarco) do not receive any compensation for service as Directors of the Company or its subsidiaries. Compensation received in 2025 by Mr. DeMarco is reported in the “Summary Compensation Table” within the Executive Compensation section.


Director	Fees Earned or Paid in Cash (a)		Stock Awards (b)		Restricted Stock Awards (c)		Dividends Paid on Unvested Restricted Stock Awards		Change in Pension Value/ Nonqualified Deferred Compensation Earnings		All Other Compensation		2025 Director Compensation Total
Mark L. Behan	$	31,250	$	31,250	$	25,023	$	1,442	$	—	$	—	$	88,965
Tenée R. Casaccio	45,000		45,000		25,023		1,442		—		—		116,465
Gregory J. Champion	31,459		31,459		25,023		1,442		—		—		89,383
Gary C. Dake (d)	—		32,500		25,023		738		—		—		58,261
James M. Dawsey	—		61,041		15,014		824		—		—		76,879
Kristine M. Duffy	31,979		31,979		15,014		824		—		—		79,796
Darrin M. Jahnel (e)	—		—		—		—		—		—		—
David G. Kruczlnicki	33,750		33,750		25,023		1,442		—		—		93,965
Elizabeth A. Miller (f)	—		60,417		25,023		1,442		—		—		86,882
Philip C. Morris	31,042		31,042		15,014		824		—		—		77,922
Raymond F. O'Conor	28,542		28,542		25,023		1,442		—		—		83,549
Colin L. Read	31,667		31,667		25,023		1,442		—		—		89,799
Daniel J. White	36,667		36,667		5,005		206		—		—		78,545


(a)			Represents the cash portion of the Basic Annual Retainer and fees relating to service on Boards and Committees.
(b)			Represents that portion of each listed Director’s total 2025 Directors’ fees that were paid in shares of Company stock, in accordance with the 2023 DSP. For purposes of determining the number of shares of the Company’s common stock distributable to the Directors, the shares are valued at the market price of the Company’s common stock on the date of distribution, in accordance with FASB ASC TOPIC 718. In 2025, the Directors received, as payment of that portion of their basic annual retainer fee regularly payable in such year, shares of Company stock and a quarterly distribution of shares at a per share price based on the closing price of Company stock on the date of distribution. As of December 31, 2025, no non-employee Directors held any unvested stock awards under the 2023 DSP.
(c)			Restricted stock awards granted to Directors are valued in accordance with FASB ASC TOPIC 718. The restricted stock awards were granted January 29, 2025. The restricted stock vests ratably over a period of three years following the date of grant. As of December 31, 2025, each non-employee Director held the following number of unvested restricted stock awards: Behan 1,214, Casaccio 1,214, Champion 1,214, Dawsey 698, Duffy 698, Jahnel 0, Kruczlnicki 1,214, Miller 1,214, Morris 698, O'Conor 1,214, Read 1,214 and White 181. As of December 31, 2025, each non-employee Director held the following aggregate number of unexercised stock options (whether vested or not vested): Behan 6,665, Casaccio 7,896, Champion 2,637, Dawsey 1,591, Duffy 1,591, Jahnel 0, Kruczlnicki 3,817, Miller 6,439, Morris 1,591, O'Conor 3,217, Read 7,011 and White 0.
(d)			Mr. Dake retired in June 2025 and his 2025 Director compensation is reflective of the term of his service as a Director.
(e)			Since Mr. Jahnel was appointed to the Board in November 2025, he did not receive any Director compensation in 2025.
(f)			Ms. Miller is retiring from the Board at the Annual Meeting on June 3, 2026.

Voting Item 2 – Advisory Approval of Our 2025 Executive Compensation ("Say-on-Pay")

Summary and Board Recommendation:

In accordance with the requirements of Section 14A of the Securities Exchange Act of 1934, as amended, Item 2 is a proposal to approve on an advisory basis the Company’s 2025 executive compensation (“Say-on-Pay”), as described in the Compensation Discussion and Analysis section. This vote is not intended to address a specific item of compensation, but rather the overall compensation of the Named Executive Officers (“NEOs”) and the philosophies, policies and practices as described in this Proxy Statement. Say-on-Pay is an advisory proposal, so the Company is not required to take any action as a result of this vote. However, the Compensation Committee will be asked to review the results of the shareholder vote to determine if any additional action is required, and it will carefully consider the results as part of its regular review and recommendations regarding executive compensation.

The Say-on-Pay advisory vote taken at the 2025 Annual Meeting of Shareholders was approved by our shareholders. Approval of Say-on-Pay will require the affirmative vote of a majority of the shares of common stock present or represented by proxy at the Annual Meeting and voting on this proposal. For additional information regarding the vote requirements for Item 2 and the treatment of abstentions and broker "non-votes," please see the Additional Voting Information section.

•Vote Recommendation: Your Board recommends you vote “For,” on an advisory basis, the following Say-on-Pay resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers for the year ended December 31, 2025, as disclosed in this proxy statement pursuant to SEC regulations, including the Compensation Discussion and Analysis, the compensation tables and narrative discussion, is hereby approved on an advisory basis.”

Say-on-Pay Details:

The Company believes its executive compensation program is well-designed, appropriately aligns executive pay with Company performance and attracts, motivates and retains individuals whose interests are aligned with shareholders. Please see the Compensation Discussion and Analysis section for more information on compensation decisions and practices. As noted in the Compensation Discussion and Analysis section, the Company takes a conservative and consistent approach to its executive compensation program. We believe the program ties executive compensation in an appropriate way to corporate and individual performance in order to drive Company growth and shareholder value. We also believe the overall compensation programs use responsible and reasonable methods to motivate, retain and reward the NEOs. This approach facilitates the promotion of long-term profitability within acceptable risk parameters. The Company's key practices are highlighted below:

•Say-on-Pay: Following the frequency of the Say-on-Pay advisory shareholder vote at the 2022 Annual Meeting of Shareholders, the Board determined its current intention to include an advisory vote on executive compensation every year in its Proxy Statement. This will provide annual feedback from shareholders on the Company's pay practices.

•Employment Agreements and Change in Control Agreements: Consistent with shareholder advisory guidance, the Company's executive employment agreements with Messrs. DeMarco, Ivanov, Wise and Yrsha provide for change in control "double trigger" severance benefits upon a termination of employment without cause or by the executive for good reason by applying the applicable multiple of two to three times to the sum of base pay plus target bonus for the relevant year instead of applying the multiple to the executive average annual taxable compensation for the five-year period prior to the change in control. The Company's change in control agreements with Mr. Jacobs and Ms. Pancoe provide for change in control cash payments, under defined circumstances, equal to (i) one year’s Base Salary and (ii) the executive's target bonus.

•Competitive: Total executive compensation is in line with industry standards and the Company's peer group.

•Balanced: The Company's annual bonus plan is a balanced program based on quantitative and qualitative assessment of both the Company’s and the individual executive’s performance. Failure to meet financial targets (individually or at the corporate level) can result in materially reduced or forfeited bonuses, even if minimum performance levels are achieved.

•Annual Review: The annual bonus is based on goals that are reviewed and updated yearly and are set to encourage long-term profitability within accepted conservative risk parameters.

•Shareholder Aligned: Long-term equity-based incentives, such as restricted stock awards, recognize and encourage an alignment of executives' goals over the long term with those of the shareholders. Awards generally vest over a three or four-year period.

•Ownership Requirements: NEOs are required to own specific amounts of our stock based on their annual salaries.

•No Tax Gross-Up: The Company does not have tax gross-ups for NEOs.

•No Golden Parachutes: The Company does not have "golden parachutes" for NEOs; the top change-in-control payment is capped consistent with limits in the Internal Revenue Code of 1986, as amended (the "Code") so as to prevent the triggering of excess parachute taxes on the Company.

Voting Item 3 – Ratification of the Selection of Crowe as Our Independent Auditor for 2026

Summary and Board Recommendation:

Appointment of Independent Registered Public Accounting Firm

The Audit Committee appoints our independent registered public accounting firm. In this regard, the Audit Committee evaluates the qualifications, performance and independence of our independent registered public accounting firm and determines whether to appoint a new firm or re-engage our current firm. The Audit Committee has appointed Crowe LLP to continue as the Company's independent registered public accounting firm engaged for the purpose of auditing the consolidated financial statements of the Company for the fiscal year ending December 31, 2026. As part of its evaluation, the Audit Committee considers, among other factors, the quality and efficiency of the services provided by the firm, including the performance, technical expertise, industry knowledge and experience of the lead audit partner and the assigned audit team; the overall strength and reputation of the firm; the firm’s global capabilities relative to our business; the firm’s knowledge of our operations; and whether the provision of non-audit services, which relate primarily to tax services, is compatible with maintaining independence requirements. Crowe has represented that it is independent of the Company and has complied with applicable independence requirements in connection with its audit and permitted non-audit services.

The Board is submitting the selection of Crowe to our shareholders for ratification. If our shareholders do not ratify the selection, it will be considered as notice to the Board and the Audit Committee to consider the selection of a different firm. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its shareholders.

Representatives of Crowe are expected to attend the Annual Meeting and will respond to appropriate questions as quickly as possible after the Annual Meeting.

Ratification of the selection of Crowe will require the affirmative vote of the holders of a majority of the shares of common stock present or represented by proxy at the Annual Meeting and voting on this proposal. For additional information regarding the vote requirements for Item 3 and the treatment of abstentions and broker "non-votes," please see the Additional Voting Information section.

•Vote Recommendation: Your Board recommends you vote “For” the ratification of the independent registered public accounting firm, Crowe, as the independent auditor of the Company for the fiscal year ending December 31, 2026.

Independent Registered Public Accounting Firm Fees:

The following table sets forth the aggregate fees billed to the Company and its Subsidiaries for the fiscal year ended December 31, 2025, for services rendered by Crowe, our independent registered public accounting firm. Crowe started serving as our independent registered public accounting firm for the fiscal year ended December 31, 2024.


Categories of Service	2025		2024
Audit Fees	$	992,660	$	1,403,824
Audit-Related Fees	—		—
Tax Fees	54,015		53,928
All Other Fees	72,188		22,313
Total Fees	$	1,118,863	$	1,480,065

•Audit Fees

Audit fees consist of the aggregate fees billed or expected to be billed by our independent registered public accounting firm for (i) auditing the Company's consolidated financial statements for the relevant fiscal year; (ii) reviewing our unaudited interim financial statement included in our

Quarterly Reports on Form 10-Q filed during the relevant fiscal year; and (iii) for the integrated audit of internal controls over financial reporting as required under Section 404 of the Sarbanes-Oxley Act for the relevant fiscal year.

•Audit-Related Fees

Audit-related fees consist of the aggregate fees billed by our independent registered accounting firms for audit, accounting and financial reporting related to other required SEC filings in addition to the annual audited financial statements and unaudited interim quarterly financial statements during the relevant fiscal year.

•Tax Fees

Tax fees consist of the aggregate fees for tax-related services billed by our independent registered public accounting firm for the relevant fiscal year for professional services rendered for the Company's and its subsidiaries' tax compliance, tax advice, tax planning and tax return preparation.

•All Other Fees

All other fees consist of fees billed by our independent registered accounting firm for permissable non-audit services in the relevant fiscal year. The Audit Committee has determined that appropriate safeguards are in place to ensure that the provision of these services is compatible with maintaining the independence of our independent registered public accounting firm.

Pre-Approval Policies and Procedures

The Audit Committee pre-approves all services provided by our independent registered public accounting firm prior to their engagement with respect to such services.

Audit Committee Report

Each member of the Audit Committee qualifies as independent under both the NASDAQ standards for independent directors and the more rigorous SEC standards for independent Audit Committee members. For more detail, see the Corporate Governance section. The Audit Committee assists the Board in fulfilling its oversight role relating to the Company’s financial statements and the financial reporting process, including the system of disclosure controls and the Company’s internal controls and procedures. Its duties include reviewing the independent registered public accounting firm’s qualifications and independence, the performance of the independent registered public accounting firm and the Company’s internal audit function. The duties of the Audit Committee are set forth in the Audit Committee Charter, which has been adopted by the Board and is reviewed annually by the Committee. A copy of the current charter of the Audit Committee is available on our website at www.arrowfinancial.com/corporate/governance.

The Audit Committee is responsible primarily for assisting the Board in fulfilling certain oversight responsibilities, including reviewing the financial information that will be provided to shareholders and others; appointing the independent registered public accounting firm; reviewing the services performed by the Company’s independent registered public accounting firm; directly overseeing the Internal Audit department; evaluating the Company’s accounting policies; reviewing the integrity of the financial reporting process and the internal control structure that management and the Board have established; reviewing significant financial transactions and investigating reports of wrongdoing made through the Company’s Ethics Helpline or otherwise; and ensuring implementation of corrective actions. Management of the Company is responsible for preparation and presentation of the Company’s consolidated financial statements, the effectiveness of internal control over financial reporting and procedures that are reasonably designed to assure compliance with accounting standards and applicable laws and regulations. The Company’s independent registered public accounting firm is responsible for performing an independent audit of the consolidated financial statements and the effectiveness of the Company’s internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States) (the “PCAOB”). The Audit Committee does not itself prepare financial statements or perform audits, and its members are not auditors or certifiers of the Company’s financial statements or disclosures.

The Audit Committee has reviewed and discussed with management and Crowe the Company’s audited consolidated financial statements as of and for the year ended December 31, 2025. The Audit Committee has also discussed with management its assertion on the design and effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, and has discussed with Crowe the matters required to be discussed by the applicable requirements of PCAOB and the SEC. The Audit Committee has received and discussed the written disclosures and the letter from Crowe required by applicable requirements of PCAOB regarding Crowe’s communications with the Audit Committee concerning independence and has discussed with Crowe its independence. Based on this review and discussion, the Audit Committee recommended to the Board that the audited consolidated financial statements of the Company, and management’s assertion on the design and effectiveness of internal control over financial reporting of the Company and its Subsidiaries, be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC.

In fulfilling its responsibility of appointment, compensation and oversight of the services performed by the Company’s independent registered public accounting firm, the Audit Committee regularly meets with the independent registered public accounting firm and reviews the responsibilities and procedures for the engagement of the independent registered public accounting firm, including the scope of the audit, overall audit strategy and timing, significant risks identified by the independent registered public accounting firm, any issues encountered during the audit, audit fees, auditor independence matters and the extent to which the independent registered public accounting firm is retained to perform non-audit related services.

The Audit Committee has approved the engagement of Crowe as the Company’s independent registered public accounting firm for 2026 and the scope of its work. To ensure that the appointment of the independent registered public accounting firm is in the best interests of the Company and its shareholders, the Audit Committee annually reviews the engagement and considers several factors, including the independent registered public accounting firm’s qualifications, independence, audit approach, work quality, appropriateness of fees and significant legal or regulatory proceedings related to the firm, along with the impact of changing auditors. The Committee has determined it is in the best interest of the shareholders to reappoint Crowe as the independent registered public accounting firm after thoroughly evaluating these factors.

Daniel J. White, Chair

David G. Kruczlnicki

Philip C. Morris

Raymond F. O'Conor

This foregoing Audit Committee Report is not “soliciting material,” is not deemed “filed” with the SEC, and shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing of ours under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, except to the extent we specifically incorporate this report by reference.

Corporate Governance

The Board’s Corporate Governance Guidelines provide the framework within which the Company’s Directors and executive officers manage the business and affairs of the Company. The Company is managed under the direction and oversight of the Board. The Board appoints the CEO, who is responsible for the day-to-day operation of the Company. The Board’s primary responsibilities, thereafter, are to oversee management and to exercise its business judgment to act in what it reasonably believes to be the best interests of the Company and its shareholders. At least once each year, the Board will review the Company’s long-term strategic plans and future key issues.

The Governance and Risk Committee of the Board is responsible for reviewing with the full Board, on an annual basis, the requisite skills and characteristics of all Board members, as well as nominees for Director and the composition of the Board as a whole. This assessment will include whether individual Directors or nominees qualify as independent under applicable law and guidelines, as well as consideration of diversity, age, skills and experience of the Directors as a group in the context of the needs of the Board. The Company believes that a diverse Board advances the Company's interests by providing a variety of perspectives on important matters and improving our service to our communities. A majority of Directors must meet the criteria for general Board independence as required and defined by NASDAQ. Directors generally must satisfy certain other applicable laws, rules and regulations.

The Board’s membership is divided into three classes, as equal in number as possible given the number of Directors. Generally, one class is elected each year by the Company’s shareholders to a term of three years. The Governance and Risk Committee identifies and recommends to the full Board suitable candidates for nomination for Director, including, when appropriate, incumbent Directors. In making its recommendations, the Governance and Risk Committee will consider any proposals it properly receives from shareholders for Director nominees. Shareholders may propose a Director candidate for consideration by the Governance and Risk Committee by following the rules described under “Shareholder Submissions of Director Nominees for the 2027 Annual Meeting” in the Additional Shareholder Information section. The Governance and Risk Committee’s recommendations of candidates for nomination will be based on its determination as to the suitability of the particular individuals, and the slate as a whole, to serve as Directors of the Company, taking into account the criteria discussed above. When evaluating incumbent Directors who are nominated for reelection, the Governance and Risk Committee considers, in addition to past performance, each such Director’s attendance record for meetings of the Company’s Board, the board of directors of Arrow Bank and the committees on which the Director serves, as applicable. See “Director Nomination Process” in the Voting Item 1 – Election of Directors section for a discussion of additional criteria considered in the selection of Directors for nomination.

The Board does not believe that Directors should be subject to term limits. While term limits may in some cases enhance the flow of fresh ideas and viewpoints in the boardroom, they may also result in the loss of knowledgeable and experienced Directors, whose insights into the Company and its operations typically expand and deepen over time. When evaluating whether incumbent Directors should be renominated, the Governance and Risk Committee will consider, in addition to the incumbent’s prior performance on the Board, the same general qualities and attributes, such as suitability, character, general experience and background that it applies to new candidates for Director. Additionally, the Company’s bylaws provide that Directors will retire from the Board at the first Annual Meeting of Shareholders held on or after they attain the age of 75.

Board Leadership Structure:

Currently, the Board leadership structure separates the roles of Chair and CEO. The Board believes that the separation of the offices of the Chair and CEO is appropriate at this time as it maximizes the effectiveness of Board leadership and allows our CEO to focus primarily on management responsibilities. The Chair presides at Board meetings, facilitating teamwork and communication between management and the Board, while providing guidance to the CEO. Further, the Company has a Board comprised largely of Directors who qualify as “independent” under the NASDAQ general independence guidelines. The Company’s bylaws permit the Board to appoint both a chair and vice-chair, as it deems appropriate in its discretion.

The Governance and Risk Committee and the independent Directors will continue to evaluate the Board’s leadership structure as part of its regular review of corporate governance and succession planning to ensure that it remains best suited for the Company and shareholders.

Board Committees:

The Board has three standing committees whose membership and responsibilities must meet certain NASDAQ and SEC requirements. These standing committees are the Audit, Compensation and Governance and Risk Committees (collectively, the “Committees”). The Board may from time to time establish or maintain additional committees, as it deems necessary or appropriate, the membership of which may include one or more Directors, as well as non-Directors. One such additional committee that the Board has established is the Executive Committee, which is described later in this section.

Committee Membership

The Governance and Risk Committee regularly reviews committee membership and makes recommendations for changes on an annual basis, with consideration given to the qualifications and preferences of individual Directors and the specific requirements, if any, of NASDAQ and the SEC for service on such committees. The Board gives consideration to rotating committee members periodically, to the extent feasible under applicable laws and regulations governing the membership requirements of the Committees, but the Board does not believe rotation should be mandated as policy, nor that service by a Director on a committee should be subject to term limits. All members of the three standing Committees are independent Directors, as defined (and generally required) under applicable law, rules and regulations (see “Director Independence” later in this section for more detail). A table showing the current members of each of the standing Committees follows:


Director	Audit Committee	Compensation Committee	Governance and Risk Committee
Mark L. Behan		X

Gregory J. Champion			Chair
James M. Dawsey		X
Kristine D. Duffy		X
Darrin M. Jahnel			X
David G. Kruczlnicki	X	Chair
Elizabeth A. Miller (a)			X
Philip C. Morris	X
Raymond F. O'Conor	X
Colin L. Read			X
Daniel J. White	Chair		X

(a) Ms. Miller is retiring from the Board at the Annual Meeting on June 3, 2026. At that time, her committee membership will cease.

Each of the three standing Committees has its own charter that sets forth the purposes, goals and responsibilities of the Committee, as well as the qualifications for membership, procedures for appointing members, structure and operations and policies for Board oversight of the Committee. Each has the power to hire, at the Company’s expense, independent accounting, compensation, financial, legal or other consultants, as the members may deem necessary and appropriate, consistent with the overall authority to retain such advisors as set forth in the Committee’s charter, including budgeting or professional conditions and limitations. Management approval will not be required for engagement of consultants, although management normally will be advised and consulted prior to any such engagement to avoid, among other things, conflicts of interest.

Committee Descriptions

A description of each of the three standing Committees, as well as the Executive Committee, follows:

•Audit Committee: Daniel J. White is Chair of the Audit Committee; he was appointed to this role in July 2025. The Audit Committee’s primary duties and responsibilities are to select and appoint the independent auditors each year; review financial risk exposures by monitoring the independence and performance of the Company’s independent auditors and Internal Audit department; monitor the quality and integrity of the Company’s financial reporting process and systems of internal controls regarding accounting, financial and legal compliance; and provide a means of communication among the independent auditors, management,

the Internal Audit department and the Board. The Audit Committee also reviews business or financial transactions between the Company and Company insiders and their related parties, such as any transactions with an individual Director or business entity in which the Director has a controlling or material interest. In accordance with applicable rules, the Audit Committee must specifically approve in advance all services performed by the independent auditor. The Audit Committee met four times in 2025, all then-serving members attended each of these meetings. For additional information, see the Audit Committee Report section.

•Compensation Committee: David G. Kruczlnicki is Chair of the Compensation Committee; he has served in this role since 2013. The Compensation Committee’s principal responsibility is to review and approve, not less often than annually, all aspects of the compensation arrangements and benefit plans covering the Company's executive officers, including the CEO, subject to full Board approval, where appropriate. The Compensation Committee also reviews compensation paid to Directors and employees in general. The Committee assesses the ways, if any, in which any aspect of its executive compensation program may, as an unintended consequence, incentivize action or activities that expose the Company to inappropriate risks. The Compensation Committee also periodically reviews the compensation of the Board and makes recommendations to the full Board with respect to the types and amounts of compensation payable to the Directors for service on the Company’s Board, the boards of its subsidiary bank and committees thereof. The Compensation Committee also consults with management and provides general oversight of the compensation and benefit programs and policies for employees. The Compensation Committee met five times in 2025, all then-serving members attended each of these meetings. For additional detail regarding executive compensation and the role of the Compensation Committee, see the Compensation Discussion and Analysis section.

•Governance and Risk Committee: Gregory J. Champion is the Chair of the Governance and Risk Committee; he was appointed to this role in July 2025. The Governance and Risk Committee is specifically charged with establishing procedures with respect to the Director nomination process; reviewing and considering Director nominees, including incumbent nominees, and making recommendations to the Board regarding nominees; reviewing and recommending practices and policies related to the Company's environmental, social and corporate governance strategy; reviewing annually and reporting to the Board regarding the independence of Company Directors and satisfaction by the Board and committee members of applicable requirements or qualifications; reviewing annually and reporting to the Board regarding the performance of the Board; reviewing annually Director succession planning; reviewing periodically and making recommendations regarding Company codes of conduct and ethics policies for Directors, executive officers and employees and with respect to Board policy, including the Company's committee charters; reviewing Director training initiatives; and exercising general oversight of the Company’s Enterprise Risk Management ("ERM") program. The Governance and Risk Committee met five times in 2025, and all then-serving members attended each of these meetings.

•Executive Committee: The main purpose of the Executive Committee is to act on matters that may require immediate attention at a time when it is impractical or inconvenient to convene the entire Board. The Executive Committee has the full authority of the Board, subject to certain restrictions established by law or the Company’s governing documents. For example, the Committee is not authorized pursuant to the bylaws to make submissions to shareholders requiring shareholder approval, fill vacancies on the Board or any of its committees, fix compensation of the Board, make changes to the bylaws or repeal any prior resolution of the Board. Because the Board believes proper governance involves the entire Board in the Company’s decision-making process, the Board strives to keep meetings of the Executive Committee to a minimum. The Executive Committee is currently comprised of the Board Chair and the Chairs of the three Board Committees. The Executive Committee did not meet in 2025.

Executive Session

In addition to regular Board and committee meetings, Directors meeting the general independence test under NASDAQ meet on occasion in Executive Session to discuss any matters deemed relevant to the Company’s operation and condition. No current members of management are in attendance during these sessions, which are chaired by the Board Chair. Generally, the Board Chair will poll independent Directors prior to or in connection with each Company Board meeting and, if there is a consensus to do so, an Executive Session will be held. The independent Directors held four Executive Sessions in 2025. NASDAQ rules require that independent directors hold

executive sessions at least twice a year.

Attendance

In 2025, the Board had four regularly scheduled meetings, two special Board meetings and 14 separate committee meetings (five Compensation Committee meetings, four Audit Committee meetings and five Governance and Risk Committee meetings.) There was 100% attendance at all regular and special Board meetings, and all then-current Board members met the requirements of Item 402(b) of the SEC’s Regulation S-K by attending more than 75% of the Board and committee meetings in which they were a member. Ten of the 13 then-current Directors attended the 2025 Annual Meeting of Shareholders.

Code of Ethics

The Governance and Risk Committee has adopted a Business Code of Ethics, which applies to all Directors, officers and employees of both the Company and Arrow Bank. The Business Code of Ethics addresses a wide range of issues and is intended to satisfy the requirements for a code of conduct set forth in the listing standards issued by NASDAQ. Additionally, the Governance and Risk Committee has adopted a Financial Code of Ethics, which applies to the Company’s CEO, Chief Financial Officer ("CFO"), Principal Accounting Officer, Controller and any other officers who perform similar functions. The Financial Code of Ethics complies with the SEC’s requirements for a code of conduct established under Section 406 of the Sarbanes-Oxley Act of 2002 and the rules promulgated by the SEC thereunder.

Complete copies of each of the current charters of the Audit Committee, the Compensation Committee and the Governance and Risk Committee, as well as copies of the Corporate Governance Guidelines, the Business Code of Ethics and the Financial Code of Ethics are available on our website at www.arrowfinancial.com/corporate/governance. The Company intends to post on that page any substantive amendment to, or waiver granted from, the Financial Code of Ethics or Business Code of Ethics that relates to any element of such code enumerated in Item 406(b) of Regulation S-K within four business days of such amendment or waiver.

Insider Trading Policy

The Company's Policy on Insider Trading, among other things, prohibits trading in the Company’s securities when in possession of material non-public information and restricts the ability of Directors and executive officers from transacting in the Company's securities during specific blackout periods, subject to certain limited exceptions, including transactions pursuant to a Rule 10b5-1 trading arrangement that complies with the conditions of Exchange Act Rule 10b5-1. The Policy on Insider Trading is designed to promote compliance with insider trading laws, rules and regulations as well as applicable NASDAQ listing standards. The Company's officers and Directors are required to comply with the Company's Policy on Insider Trading at all times.

Restrictions on Hedging and Pledging

Our Policy on Insider Trading prohibits Directors and executive officers from engaging in any transaction designed to offset or reduce the risk of negative price fluctuations in Company securities. Prohibited hedging transactions generally include all short sales, covered call or put options, collars and forward sales, and may include other forms of derivative transactions in the Company’s securities. Any exceptions to this prohibition must be made by the Board of Directors. In addition, Directors and executive officers must seek Board approval prior to entering into any pledge or other agreement to use Company stock as collateral.

Director Independence:

Under applicable law and regulation, it is the responsibility of the Board to review and make a determination regarding the independence and qualifications of each member, as well as additional review and determination for members of certain committees.

Under the NASDAQ listing standards, a majority of the members of the full Board must meet a general independence requirement. The Board has determined that the following Company Directors met this requirement: Behan, Champion, Dake (prior to his retirement), Duffy, Jahnel, Kruczlnicki, Miller, Morris, O'Conor, Read and White. Director DeMarco is not independent due to his position as the Company President and CEO. Directors Casaccio and Dawsey are also not independent for the reasons noted below.

In making its independence determinations for individual Directors, the Board considers transactions and relationships between (i) the Company and its subsidiaries, and (ii) the Directors and/or their immediate family or any businesses they control. The Board considers the objective tests for Director independence set forth in the NASDAQ listing

standards and other regulatory guidelines for such transactions and relationships, as well as a variety of subjective factors, including particular or unique relationships between the Company and the Director, even if such relationships do not exceed the specific dollar threshold that would disqualify such Director under applicable regulatory guidelines. In its review of Director independence at year-end 2025, the Board considered the following 2025 transactions between the Company and the following individual Directors:

•Ms. Casaccio was President and part-owner of JMZ Architects and Planners, PC ("JMZ"), an architectural firm located in Glens Falls, New York. In December 2025, she sold her interest in the firm but continues to work for JMZ as a strategic advisor. In 2016, GFNB engaged JMZ to provide architectural, design and space utilization services for the four buildings located in downtown Glens Falls, New York, that represent Arrow Bank's main campus. The project was completed in 2023. Although there were no 2025 or 2024 payments to JMZ, in 2023 payments to JMZ totaled approximately $127,000, which prevents Ms. Casaccio from being independent under the NASDAQ listing standards. Accordingly, Ms. Casaccio will not be deemed to be an independent director and will not serve on any of the Board’s committees.

•Mr. Dake retired from the Board in June 2025 and is CEO of Stewart’s Shops Corporation ("Stewart's"), a large, private company that owns and operates a regional chain of convenience stores. Prior to Mr. Dake's June 2025 retirement from the Board, the Company's subsidiary bank paid approximately $82,000 to Stewart’s for rent and incidentals for leased space at market rates and other immaterial purchases. The Board has determined that the Company’s payments were well below the objective limits for general Director independence set forth in the NASDAQ listing standards and that the Company’s transactions with Stewart’s did not compromise his independence through the date of his retirement.

•Mr. Dawsey is the President and CEO of MLB Construction Services LLC. MLB Construction Services LLC served as the Company's general contractor leading the multi-year renovation project to enhance and improve the Company's downtown Glens Falls, New York main campus. Although there were no 2025 payments to MLB, in 2024 and 2023 payments to MLB totaled approximately $86,000 and $2.8 million, respectively, which prevent Mr. Dawsey from being independent under the NASDAQ listing standards.

There were no “Compensation Committee interlocks,” as defined under the SEC rules, in existence during fiscal year 2025. No member of the Compensation Committee is a current or former employee of the Company or any of its subsidiaries. No member of the Compensation Committee is party to any related party transactions with the Company requiring disclosure by the Company hereunder.

In addition to meeting NASDAQ general independence standards applicable to Directors, the Directors who serve on the Audit and/or Compensation Committees must meet certain additional independence or regulatory requirements, some of which may be more rigorous than the general standards. The Board has determined that Audit Committee members Kruczlnicki, Morris, O'Conor and White all meet the SEC’s more stringent independence requirements for Audit Committee members. In addition, the Board has determined that Director White qualifies as an “audit committee financial expert” as that term is defined in Item 407(d)(5) of Regulation S-K (not all Audit Committee members need to be financial experts). Further, the Board has determined that Directors Behan, Dawsey, Duffy and Kruczlnicki, who constitute the Compensation Committee, all meet the independence requirements of NASDAQ and the SEC for Compensation Committee members.

Related Party Transactions:

Under the Company’s Statement of Policy with respect to Related Party Transactions, the Audit Committee or the Board itself must approve certain transactions or relationships between the Company and its “related parties,” including Directors and executive officers, as well as their immediate family members and controlled companies, if such transactions or relationships in any year will involve an aggregate dollar amount of goods, services or payments in excess of $120,000. Loans from Arrow Bank, formerly GFNB, and SNB, prior to its merger with GFNB, to Directors and executive officers, their families and controlled businesses and other related parties, are generally exempt from the above described preapproval policy, as most such loans are subject to Board preapproval under a separate federal banking law, Regulation O.

2025 Transactions with Related Parties

During 2025, several Directors and executive officers and/or their related parties had outstanding loans from Arrow

Bank in amounts of $120,000 or more. All such loans were made in the ordinary course of business, on substantially the same terms, including interest rates and collateral on loans, as those prevailing at the same time for comparable loans with persons not related to the bank and did not involve more than the normal risk of collectability or present any other unfavorable features. As of February 28, 2026, none of these loans were classified by the Company as a non-accrual, past due, restructured or potential problem loan.

Board Risk Oversight:

The Board has responsibility for the oversight of risk management within the Company. The Board and its committees regularly discuss and review with management the areas of material risk exposure, the potential impact of such risks on the Company, the steps taken to monitor Company exposure to these risks and the controls adopted to mitigate such risk exposure. The Board Committees assist the Board in fulfilling its oversight responsibilities throughout the year. For additional information on the three standing committees, see the Committee Description section.

In addition to these Board Committees, the Company has an ERM Committee at the senior management level to assist the Board by providing reasonable assurance regarding the achievement of the Company’s strategic objectives and to enhance the long-term value of the Company. The ERM Committee uses a Board-approved program that is applied both strategically and tactically, and is designed to identify and manage on a holistic basis, potential and actual risks that may affect the Company. It is based on principles in the "Enterprise Risk Management – Integrated Framework," issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and other regulatory guidance. The Board receives periodic reports from the ERM Committee, which is chaired by the Chief Risk Officer ("CRO") and includes executive, senior and other designated managers as appropriate. The CRO's primary function is to oversee risk management as well as regulatory and compliance requirements. With regard to cyber risk, Arrow employs an in-depth, layered, defensive approach that leverages people, processes and technology to manage and maintain cybersecurity controls. The Board, Chief Information Officer ("CIO"), Director of Information Technology and our ERM Committee all have a role in the cybersecurity risk management program. The Company employs a variety of preventive and detective tools to monitor, block and provide alerts regarding suspicious activity, as well as to report on any suspected advanced persistent threats. Arrow has implemented and regularly reviews and updates extensive systems of internal controls and procedures as well as corporate governance policies and procedures intended to protect its business operations, including the security and privacy of all confidential customer information.

Social Responsibility and Governance:

The Company remains committed to responsible business practices that create long-term value for its shareholders, customers, employees and communities. The Company believes these practices are critical to attracting and retaining the best talent, meeting the evolving needs of its customers and being good stewards of its communities.

The Company integrates corporate responsibility into its operations by fostering a strong governance framework, supporting community engagement and maintaining sound risk management practices.

Community Commitment

Arrow remains dedicated to strengthening the financial well-being of the communities we serve. One way Arrow cares for its communities is through our charitable contributions, partnerships and volunteerism. Since 2019, the Company and its team members have donated more than $4.3 million to non-profit organizations in its service area. The Company also engages in community development efforts through measurable and impactful employee volunteerism, financial literacy initiatives and strategic partnerships with local organizations to meet the financial needs of the low- to moderate-income population. To further assist the communities, Arrow has a lending program to facilitate first-time home ownership.

Governance and Risk Management

Arrow maintains a strong corporate governance framework with independent board oversight, sound risk management and a commitment to data security and privacy. The Company adheres to rigorous compliance standards and proudly maintains a culture of accountability and ethical business practices.

Shareholder Communications With the Board of Directors:

Any shareholder communication that is sent generally to the Company or the Board is directed to the Corporate

Secretary, who will review it and advise the Board of the communication. Any such shareholder communication that is directed to an individual Director, Directors or a committee of the Board will be forwarded by the Corporate Secretary to such Director(s) or committee. The Corporate Secretary will retain and make available all such communications for review by the appropriate parties and will periodically summarize and report all such shareholder communications to the Board. Shareholders may communicate to the Board, to an individual Director or Directors, or to a particular committee of the Board by directing such communication either by email to corporatesecretary@arrowbank.com or in writing to: Board of Directors – Shareholder Communications, c/o Corporate Secretary, Arrow Financial Corporation, 250 Glen Street, Glens Falls, New York 12801. If a shareholder intends such communication to be delivered to an individual Director, specific Directors, or particular committee of the Board, we request that this information be prominently displayed at the beginning of the communication.

Named Executive Officers

The Company's Named Executive Officers for 2025 were David S. DeMarco, President and CEO; Penko K. Ivanov, Senior Executive Vice President ("SEVP"), CFO, Treasurer and Chief Accounting Officer ("CAO"); Andrew J. Wise, SEVP, CRO and Corporate Secretary; Marc J. Yrsha, SEVP and Chief Banking Officer ("CBO"); Michael J. Jacobs, Executive Vice President ("EVP") and CIO; and Brooke M. Pancoe, EVP and Chief Human Resources Officer ("CHRO").

Stock Ownership Information

Directors and Executive Officers:

The following table sets forth the beneficial ownership of the Company’s common stock, as defined under SEC rules, as of April 6, 2026, the record date for the 2026 Annual Meeting, for each Director, Director nominee and NEO of the Company, as well as for all Directors and executive officers as a group.

Beneficial ownership includes all shares of common stock for which the individual has sole or shared voting power or investment power and all shares that the individual has the right to acquire within 60 days of the record date through the exercise of any option, restricted stock, RSU, warrant or right. There were 16,526,628 shares of the Company's common stock outstanding as of that date.


Name	Number of Shares Owned (a)		Unvested Restricted Shares	Options Exercisable Within 60 Days	Total Beneficial Ownership of Company Common Stock	Percent of Shares Outstanding (b)
Mark L. Behan	11,308		1,731	6,408	19,447	*
Tenée R. Casaccio	26,431		1,731	7,639	35,801	*
Gregory J. Champion	9,784		1,731	2,380	13,895	*
James M. Dawsey	18,737		1,335	1,462	21,534	*
David S. DeMarco	52,294		44,665	38,175	135,134	*
Kristine D. Duffy	5,897	(c)	1,335	1,462	8,694	*
Penko Ivanov	23,239		8,624	—	31,863	*
Michael J. Jacobs	8,852		4,761	10,944	24,557	*
Darrin M. Jahnel	462		69	—	531	*
David G. Kruczlnicki	58,669		1,731	3,560	63,960	*
Elizabeth A. Miller	44,692	(d)	1,731	6,182	52,605	*
Philip C. Morris	6,172		1,335	1,462	8,969	*
Raymond F. O’Conor	29,024		1,731	2,960	33,715	*
Brooke M. Pancoe	3,716	(e)	4,245	3,843	11,804	*
Colin L. Read	31,665	(f)	1,731	6,754	40,150	*
Andrew J. Wise	18,890		8,076	15,409	42,375	*
Daniel J. White	7,062		939	—	8,001	*
Marc J. Yrsha	7,824		7,343	6,378	21,545	*
Total Shares of Directors and Executive Officers as a Group (18 people)	364,718		94,844	115,018	574,580	3.48%


(a)			The Company has rounded partial share holdings for purposes of the table data.
(b)			The use of an asterisk (“*”) denotes a percentage ownership of less than 1%.
(c)			Includes 1,030 shares held by Director Duffy's spouse.
(d)			Includes 5,847 shares held in the Miller Family Partnership, L.P.
(e)			Includes 25 shares held by Ms. Pancoe's spouse.
(f)			Includes 3,020 shares held by Director Read's spouse.

5% Shareholders:

The following table sets forth the beneficial ownership of the Company’s common stock as of April 6, 2026, the record date for the 2026 Annual Meeting, by the holder known by us to be a beneficial owner of more than 5% of the outstanding shares of the Company's common stock on such date. Beneficial ownership includes all shares of common stock for which the person or entity has sole or shared voting power or investment power.

Name

Shares Owned

Percent

BlackRock, Inc.

50 Hudson Yards

New York, NY 10001

1,251,086

(a)

7.57

(b)


(a)			The listed number of shares of the Company’s common stock by BlackRock, Inc. ("BlackRock") is based solely upon a Schedule 13F-HR filed by BlackRock on February 12, 2026 with the SEC, its most recent filing. In that schedule, BlackRock reported that as of December 31, 2025, it had sole dispositive power over all such shares and the sole voting power with respect to 1,221,143 shares. BlackRock is an asset management company that provides asset management services to numerous mutual funds.
(b)			Percentage based on 16,526,628 shares of the Company's common stock outstanding on April 6, 2026.

The Company's subsidiary bank, Arrow Bank, in its capacity as fiduciary of numerous accounts in its Wealth Management departments, including, as trustee of the Company's ESOP, held 1,975,779 shares of the Company's common stock, or 12.0% of the total shares outstanding and entitled to vote on the record date. However, Arrow Bank is not the beneficial owner of these shares. Other persons, such as the individual ESOP participants, had the sole power to vote and/or direct the disposition of these shares. See "How are Dividend Reinvestment Plan and other plan shares voted?"

SEC Form DEF 14A filed by Arrow Financial Corporation