0000717538FALSE00007175382023-11-272023-11-27


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

FORM 8-K
CURRENT REPORT

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

Date of Report: November 27, 2023
(Date of earliest event reported)

ARROW FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
New York0-1250722-2448962
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
250 Glen StreetGlens FallsNew York12801
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code:518 745-1000

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

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

Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolName of each exchange on which registered
Common Stock, Par Value $1.00 per shareAROWNASDAQ Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act☐





Item 8.01.     Other Events
Arrow Financial Corporation (“Arrow” or the “Company”) announces a two-part balance sheet repositioning strategy.

During the week of November 27, 2023, Arrow sold all 27,771 shares of Visa Class B common shares it previously held (the “Visa Sale”) for a pre-tax gain of approximately $9.3 million.

Concurrently, the Company also executed a balance sheet repositioning of its available-for-sale securities portfolio (the “Repositioning”). The Company sold approximately $100 million of lower-yielding securities, resulting in an approximate pre-tax loss of $9.2 million. The proceeds were reinvested in higher yielding available for sale securities and federal funds.

On an annualized basis, the positive spread differential of about 3% between the sold securities and the new investments is expected to generate approximately $3 million in pre-tax earnings.

The combined impact of the gain generated from the Visa Sale and the loss generated from the Repositioning is expected to have a positive impact on consolidated shareholders’ equity and book value per share equal to the after-tax impact of the gain realized on the Visa Sale.

Regulatory Risk-Based-Capital ratios will improve as the new investments carry a lower risk weighting than the securities that were sold. Non-risk-based capital ratios are not materially impacted by these transactions.

Arrow expects the above transactions to be accretive to earnings, net interest margin and return on assets in future periods.


Forward Looking Statements
The information contained herein may contain statements that are not historical in nature but rather are based on management’s beliefs, assumptions, expectations, estimates and projections about the future. These statements may be "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, involving a degree of uncertainty and attendant risk. In the case of all forward-looking statements, actual outcomes and results may differ materially from what the statements predict or forecast, explicitly or by implication. Factors that could cause or contribute to such differences include, but are not limited to, interest rate fluctuations, a deterioration of market conditions and the other risks described in the Company's Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”). The Company undertakes no obligation to revise or update these forward-looking statements to reflect the occurrence of unanticipated events. All forward-looking statements, express or implied, included in this Report and the documents incorporated by reference and that are attributable to Arrow are expressly qualified in their entirety by this cautionary statement. This filing should be read in conjunction with the Company’s 2022 Form 10-K and other filings with the SEC.







SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ARROW FINANCIAL CORPORATION
Date:December 4, 2023/s/ Penko Ivanov
Penko Ivanov
Chief Financial Officer

v3.23.3
Cover Page
Nov. 27, 2023
Cover [Abstract]  
Document Type 8-K
Entity Registrant Name ARROW FINANCIAL CORPORATION
Entity Incorporation, State or Country Code NY
Entity File Number 0-12507
Entity Tax Identification Number 22-2448962
Entity Address, Address Line One 250 Glen Street
Entity Address, City or Town Glens Falls
Entity Address, State or Province NY
Entity Address, Postal Zip Code 12801
City Area Code 518
Local Phone Number 745-1000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, Par Value $1.00 per share
Trading Symbol AROW
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0000717538
Amendment Flag false
Document Period End Date Nov. 27, 2023
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