Form 8-K - Current report

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: January 31, 2024

(Date of earliest event reported)

ARROW FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)


New York	0-12507	22-2448962
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

250 Glen Street

Glens Falls

New York

12801

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code:

518

745-1000

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


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

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol	Name of each exchange on which registered
Common Stock, Par Value $1.00 per share	AROW	NASDAQ Global Select Market


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company						☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act						☐

Item 2.02. Results of Operations and Financial Condition.

On February 1, 2024, Arrow Financial Corporation (the "Company") issued a press release containing unaudited financial information and accompanying discussion for the year-to-date period ended December 31, 2023. A copy of this press release is furnished as Exhibit 99.1 to this report on Form 8-K.

Item 5.03 Amendment to Articles of Incorporation or ByLaws; Change in Fiscal Year.

On January 31, 2024, the Board approved and adopted an amendment and restatement of the Company’s bylaws (as amended and restated, the “Amended and Restated Bylaws”), effective as of that date. The amendments contained in the Amended and Restated Bylaws include, among other things:

a.employing the use of gender-neutral language throughout the By-laws;

b.amending Sections 2.1 and 3.9 to expressly allow for shareholder and board meetings to be conducted through means of remote communications pursuant to New York Business Corporation Law (“NYBCL”) Sections 602 and 708, respectively;

c.amending Section 2.1 to provide for requirements and procedures for the postponement of a meeting of the shareholders;

d.amending Section 2.2 to clarify that the adjournment, recess, or postponement of an annual meeting of the shareholders shall not provide a new period for a shareholder to provide notice of a proposal of business to be transacted at that meeting;

e.amending Section 2.5 to clarify the determination of the shareholders of record for an adjourned meeting;

f.amending Section 2.9 to clarify the policies and procedures for an adjourned meeting of the shareholders and the notice requirements related to such an adjournment;

g.amending Section 2.10 to clarify the scope of a proxy authorization;

h.amending Sections 2.12 and 2.13 to set forth a clear protocol for determining who shall lead a meeting of the shareholders in the absence of the Chairman of the Board and the methods of conducting such a meeting;

i.amending Section 3.4.2 to establish the requirements for submitting shareholder notice of a director nomination in compliance with stockholder proxy solicitations for director nominees;

j.amending Sections 3.18 and 4.2 to expressly allow for obtaining the written consent of Directors, including in their role as members of Board committees, through electronic means in accordance with NYBCL Section 708; and

k.amending Section 4.1 to clarify the voting power of the chair of the executive committee of the Board; and

l.incorporating other technical and conforming revisions and clarifications.

The foregoing is a summary of the Amended and Restated Bylaws only, and is qualified in its entirety by the full text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 to this current report on Form 8-K.

Item 7.01. Regulation FD Disclosure.

On February 1, 2024, the Company made available certain presentation material (the "Fourth Quarter 2023 Investor Presentation"), which includes among other things, a review of financial results and trends through the period ended December 31, 2023. The furnished Fourth Quarter 2023 Investor Presentation should be read in conjunction with our Earnings Release for the quarter ended December 31, 2023.

A copy of the presentation material is included as Exhibit 99.2 to this current report on Form 8-K and is incorporated herein by reference.

The information furnished under this Report, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that section. The information shall not be deemed incorporated by reference into any other filing with the Securities and Exchange Commission made by the Company, regardless of any general incorporation language in such filing.

Item 8.01. Other Events.

On January 31, 2024, the Board of Directors (the “Board”) of Arrow Financial Corporation (the “Company”) declared a quarterly cash dividend of $0.27 per share payable February 23, 2024 to shareholders of record on February 12, 2024.

A copy of the press release announcing the quarterly cash dividend is furnished as Exhibit 99.1 to this report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

Exhibit No. Description

Exhibit 3.1 A rrow Financial Co rporation By-Laws (Originally adopted 7/2/90, as amended through 1/31/24)

Exhibit 99.1 Arrow Financial Corporation Earnings Press Release dated February 1, 2024

Exhibit 99.2 Arrow Financial Corporation Fourth Quarter 2023 Investor Presentatio n

SIGNATURES

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


		ARROW FINANCIAL CORPORATION
		Registrant

Date:	February 1, 2024	/s/ Penko Ivanov
		Penko Ivanov Chief Financial Officer

ARROW FINANCIAL CORPORATION (A New York corporation) BY-LAWS (Originally adopted 7/2/90, as amended through 1/31/24)

1 BY-LAWS ARROW FINANCIAL CORPORATION (A New York Corporation) ARTICLE I Definitions As used in these By-laws, unless the context otherwise requires, the term: 1.1 “Assistant Secretary” means an Assistant Secretary of the Corporation. 1.2 “Assistant Treasurer” means an Assistant Treasurer of the Corporation. 1.3 “Associated Person” of any stockholder or proposed nominee shall mean (i) any member of the immediate family of such stockholder or proposed nominee sharing the same household with such stockholder or proposed nominee; (ii) any person controlling, controlled by, or under common control with, such stockholder or proposed nominee; (iii) any person acting in concert or as part of a group (within the meaning of the Exchange Act and the regulations promulgated thereunder) with such stockholder or proposed nominee; or (iv) any beneficial owner of shares of stock of the corporation owned of record or beneficially by such stockholder or proposed nominee. 1.4 “Board” means the Board of Directors of the Corporation. 1.5 “Business Corporation Law” means the Business Corporation Law of the State of New York, as amended from time to time. 1.6 “By-laws” means the initial By-laws of the Corporation, as amended from time to time. 1.7 “Certificate of Incorporation” means the initial certificate of incorporation of the Corporation, as amended, supplemented or restated from time to time. 1.8 “Chair of the Board” means the Chair of the Board of the Corporation. 1.9 “Corporation” means Arrow Financial Corporation 1.10 “Directors” means directors of the Corporation 1.11 “Entire Board” means the total number of Directors which the Corporation would have if there were no vacancies. 1.12 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 1.13 “Executive Committee” means the Executive Committee of the Board. 1.14 “Office of the Corporation” means the executive office of the Corporation, anything in Section 102(10) of the Business Corporation Law to the contrary notwithstanding. 1.15 “President” means the President of the Corporation.

2 1.16 “Secretary” means the Secretary of the Corporation. 1.17 “Treasurer” means the Treasurer of the Corporation. 1.18 “Vice President” means a Vice President of the Corporation. ARTICLE II Shareholders 2.1 Place of Meetings; Postponement. Every meeting of shareholders shall be held at the office of the Corporation or at such other place within or without the State of New York as shall be designated in the notice of such meeting or in the waiver of notice thereof. The Board may, in its sole discretion, determine that a meeting of the shareholders, including, without limitation, the annual meeting of the shareholders, may be held solely by means of electronic communication. If the Board, in its sole discretion, determines that a meeting be held solely by means of electronic communication, the platform or service of such meeting shall be the place of the meeting. Meetings of shareholder may be postponed by the Corporation to such time and place, if any, as is specified in the notice of postponement of such meeting. 2.2 Annual Meeting. A meeting of shareholders shall be held annually for the election of Directors and the transaction of other business at such hour and on such business day in April, May or June or such other month as may be determined by the Board and designated in the notice of meeting. This Section 2.2 shall govern the advance notice requirements for shareholder business other than the nomination of directors. Section 3.4.2 of these By-laws shall govern the advance notice requirements for the nomination of directors. No business may be transacted at an annual meeting of shareholders, other than business that is either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board, (b) otherwise properly brought before the annual meeting by or at the direction of the Board, or (c) otherwise properly brought before the annual meeting by any shareholder of the Corporation (i) who is a shareholder of record on the date of the giving of the notice provided for in Section 2.6 of these By-laws and on the record date for the determination of shareholders entitled to vote at such annual meeting and (ii) who complies with the notice procedures set forth in this Section 2.2. In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a shareholder, such shareholder must have given timely notice thereof in proper written form to the Secretary. To be timely, a shareholder’s notice to the Secretary must: (i) for any proposals submitted for inclusion in the Corporation’s proxy statement and form of proxy pursuant to Rule 14a-8 under the Exchange Act meet the deadline and other procedural requirements for proposals submitted under such rule; and (ii) for all other matters, be delivered to or mailed and received at the principal executive offices of the Corporation not less than one hundred twenty (120) days prior to the anniversary date of the immediately preceding annual meeting of shareholders; provided, however, that in the event that the annual meeting is called for a date that is not within thirty (30) days before or after the anniversary date of the prior year’s annual meeting, notice by the shareholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which notice of the date of the annual meeting is first mailed or public disclosure of the date of the annual meeting is first made, whichever first occurs. In no event shall any adjournment, recess, or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of a shareholder’s notice as described above.

3 To be in proper written form, a shareholder’s notice to the Secretary must set forth as to each matter such shareholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and record address of such shareholder, (iii) the class or series and number of shares of capital stock of the Corporation that are owned beneficially or of record by such shareholder, (iv) a description of all arrangements or understandings between such shareholder and any other person or persons (including their names) in connection with the proposal of such business by such shareholder and any material interest of such shareholder in such business and (v) a representation that such shareholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting. Without limiting the applicability of the foregoing provisions of this Section 2.2, a shareholder who seeks to have any proposal included in the Corporation’s proxy materials must provide notice as required by, and otherwise comply with, the applicable requirements of the rules and regulations under the Exchange Act in addition to this Section 2.2. Except for the immediately preceding sentence, nothing in this Section 2.2 shall be deemed to affect any rights of shareholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act. Subject to Rule 14a-8 under the Exchange Act, nothing in these Bylaws shall be construed to permit any shareholder, or give any shareholder the right, to include or have disseminated or described in the Corporation’s proxy statement any proposal. No business shall be conducted at the annual meeting of shareholders except business brought before the annual meeting in accordance with the procedures set forth in this Section 2.2, Section 2.6 and Section 3.4.2 of these By-laws; provided, however, that, once business has been properly brought before the annual meeting in accordance with such procedures, nothing in this Section 2.2 shall be deemed to preclude discussion by any shareholder of any such business. If the chair of an annual meeting determines that business was not properly brought before the annual meeting in accordance with the foregoing procedures of this Section 2.2, Section 2.6 and Section 3.4.2 of these By-laws, such chair shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted or discussed. 2.3 Special Meeting for Election of Directors, Etc. If the annual meeting of shareholders for the election of Directors and the transaction of other business is not held within the months specified in Section 2.2, the Board may call a special meeting of shareholders for the election of Directors and the transaction of other business at any time thereafter. 2.4 Special Meetings. A special meeting of shareholders, (other than a special meeting for the election of Directors), unless otherwise prescribed by statute, may be called at any time by the Board, the Chair of the Board or the Secretary. At any special meeting of shareholders, only such business may be transacted as is related to the purpose or purposes of such meeting set forth in the notice thereof given pursuant to Section 2.6 of the By-laws or in any waiver of notice thereof given pursuant to Section 2.7 of the By-laws. 2.5 Fixing Record Date. For the purpose of determining the shareholders entitled (i) to notice of or to vote at any meeting of shareholders or any adjournment thereof, (ii) to express consent to or dissent from any proposal without a meeting, (iii) for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or (iv) for the purpose of any other action, the Board may fix, in advance, a date as the record date for any such determination of shareholders. Such date shall not be more than sixty nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. If no such record date is fixed: 2.5.1 The record date for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the

4 day on which notice is given, or, if no notice is given, the day on which the meeting is held. When a determination of shareholders entitled to notice of or to vote at any meeting of shareholders has been made as provided in this Section 2.5.1, such determination shall apply to any adjournment thereof, unless the Board fixes a new record date for the adjourned meeting. 2.5.2 The record date for determining shareholders for any purpose other than that specified in Section 2.5.1 shall be at the close of business on the day on which the resolution of the Board relating hereto is adopted. When a determination of shareholders entitled to notice of or to vote at any meeting of shareholders has been made as provided in this Section 2.5.2, such determination shall apply to any adjournment thereof, unless the Board fixes a new record date for the adjourned meeting. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the determination of shareholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for shareholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of shareholders entitled to vote in accordance herewith at the adjourned meeting. 2.6 Notice of Meetings of Shareholders. Except as otherwise provided in Section 2.5 and Section 2.7 of the By-laws, whenever under the Business Corporation Law or the Certificate of Incorporation or the By-laws, shareholders are required or permitted to take any action at a meeting, written or electronic notice shall be given stating the place, date and hour of the meeting, the means of electronic communications, if any, by which shareholders and proxyholders may participate in the proceedings of the meeting and vote or grant proxies at such meeting and, unless it is the annual meeting, indicating that it is being issued by or at the direction of the person or persons calling the meeting. Notice of a special meeting shall also state the purpose or purposes for which the meeting is called. If, at any meeting, action is proposed to be taken which would, if taken, entitle shareholders fulfilling the requirements of Section 623 of the Business Corporation Law to receive payment for their shares, the notice of such meeting shall include a statement of that purpose and to that effect. A copy of the notice of any meeting shall be given, personally or by mail, not less than ten (10) nor more than fifty (50) days before the date of the meeting, to each shareholder entitled to notice of or to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, with postage thereon prepaid, directed to the shareholder at their address as it appears on the record of shareholders, or if they shall have filed with the Secretary a written request that notices be mailed to some other address, then directed to them at such other address. An affidavit of the Secretary or other person giving the notice or of the transfer agent of the Corporation that the notice required by this section has been given shall, in the absence of fraud, be prima facie evidence of the facts therein stated. When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted at the meeting as originally called. However, if after the adjournment the Board fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record on the new record date who is entitled to notice. 2.7 Waivers of Notice. Notice of meeting need not be given to any shareholder who submits a signed waiver of notice in person or by proxy, whether before or after the meeting. The attendance of any shareholder at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by them.

5 2.8 List of Shareholders at Meeting. A list of shareholders as of the record date, certified by the officer of the Corporation responsible for its preparation, or by a transfer agent, shall be produced at any meeting of shareholders upon the request thereat or prior thereto of any shareholder. If the right to vote at any meeting is challenged, the inspectors of election, or person presiding thereat, shall require such list of shareholders to be produced as evidence of the right of the persons challenged to vote at such meeting, and all persons who appear from such list to be shareholders entitled to vote thereat may vote at such meeting. 2.9 Quorum of Shareholders; Adjournment. The holders of one-third (1/3) of the shares entitled to vote at any meeting of shareholders, present in person or represented by proxy, shall constitute a quorum for the transaction of any business at any such meeting, provided that when a specified item of business is required to be voted on by a class or series (if the Corporation shall then have outstanding shares of more than one class or series), voting as a class, the holders of one-third (1/3) of the shares of such class or series shall constitute a quorum (as to such class or series) for the transaction of such item of business. When a quorum is once present to organize a meeting of shareholders, it is not broken by the subsequent withdrawal of any shareholders or their proxies. To the extent permitted by law, any meeting of shareholders may be adjourned by a majority of the Directors present, whether or not a quorum is present, for any reason from time to time to another date, time and place, whether or not a quorum is present at such meeting. When a meeting is for any reason adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof, and the means of remote communications, if any, by which shareholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are (a) announced at the meeting at which the adjournment is taken, (b) displayed, during the time scheduled for the meeting on the same electronic network used to enable shareholders and proxy holders to participate in the meeting by means of remote communication or (c) set forth in the notice of meeting given in accordance with Section 2.6. At the adjourned meeting, any business may be transacted which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting. 2.10 Voting; Proxies. Unless otherwise provided in the Certificate of Incorporation, every shareholder of record, as determined in accordance with Section 2.5 of the By-laws, shall be entitled to vote at every meeting of shareholders. The provisions of Section 612 of the Business Corporation Law shall apply in determining whether any shares may be voted and the persons, if any, entitled to vote such shares; but the Corporation shall be protected in treating the persons in whose names such shares stand on the record of shareholders as owners thereof for all purposes. The authorization of a proxy may be, but need not be, limited to specified action; provided, however, that if a proxy limits its authorization to a meeting or meetings of shareholders, unless otherwise specifically provided, such proxy shall entitle the holder thereof to vote at any adjourned or postponed session but shall not be valid after the final adjournment thereof. At any meeting of shareholders (at which a quorum was once present to organize the meeting), all matters, except as otherwise provided by law, or by the Certificate of Incorporation or by the By- laws, shall be decided by a majority of the votes cast at such meeting by the holders of shares present in person or represented by proxy and entitled to vote thereon, whether or not a quorum is present when the vote is taken. In voting on any questions on which a vote by ballot is required by law or is demanded by any shareholder entitled to vote, the voting shall be by ballot. Each ballot shall be signed by the shareholder voting or by their proxy, and shall state the number of shares voted. On all other questions, the voting may be viva voce. Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting may authorize another person or persons to act for him by proxy. The validity and enforceability of any proxy shall be determined in accordance with Section 609 of the Business Corporation Law.

6 2.11 Selection and Duties of Inspectors at Meetings of Shareholders. The Board, in advance of any meeting of shareholders, may appoint one or more inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the person presiding at such meeting may, and on the request of any shareholder entitled to vote thereat shall, appoint one or more inspectors. In case any person appointed fails to appear or act, the vacancy may be filled by appointment made by the Board in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, before entering upon the discharge of their duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of their ability. The inspector or inspectors represented at the meeting, shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and shall do such acts as are proper to conduct the election or vote with fairness to all shareholders. On request of the person presiding at the meeting or any shareholder entitled to vote thereat, the inspector or inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any act found by them. Any report or certificate made by the inspector or inspectors shall be prima facie evidence of the facts stated and of the vote as certified by them. 2.12 Organization. At every meeting of shareholders, the Chair of the Board, or in the Chair of the Board’s absence, the vice-chair of the Board, or in the absence of such vice-chair, such person as the Board may designate as chair of the meeting, shall act as the chair of the meeting. The Secretary, or in their absence one of the Assistant Secretaries, shall act as secretary of the meeting. If neither the Secretary nor an Assistant Secretary is present, the chair of the meeting shall appoint a secretary of the meeting. 2.13 Order of Business; Conduct of Meeting. The order of business at all meetings of shareholders shall be as determined by the chair of the meeting, but the order of business to be followed at any meeting at which a quorum is present may be changed by a majority of the votes cast at such meeting by the holders of shares present in person or represented by proxy and entitled to vote at the meeting. The Chair of the Board, or in their absence, the person designated as chair under Section 2.12 above, shall be entitled to make such rules or regulations for the conduct of meetings of shareholders as they shall deem necessary, appropriate or convenient. Subject to such rules and regulations of the Board of Directors, if any, the chair of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chair of the meeting, are necessary, appropriate or convenient for the proper conduct of the meeting. 2.14 Written Consent of Shareholders Without a Meeting. Whenever the shareholders are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken or to be taken, signed by the holders of all outstanding shares entitled to vote thereon. Such consent shall have the same effect as a unanimous vote of shareholders. ARTICLE III Directors 3.1 General Powers. Except as otherwise provided in the Certificate of Incorporation, the business of the Corporation shall be managed under the direction of its Board. The Board may adopt such rules and regulations, not inconsistent with the Certificate of Incorporation, the By-laws or

7 applicable laws, as it may deem proper for the conduct of its meetings and the management of the Corporation. In addition to the powers expressly conferred by the By-laws, the Board may exercise all powers and perform all acts which are not required, by the By-laws or the Certificate of Incorporation or by law, to be exercised and performed by the shareholders. 3.2 Number of Directors. The number of directors of the Corporation shall be as established from time to time (i) by the Board of Directors, by the affirmative vote of not less than seventy percent (70%) of the members of the entire Board, or (ii) by the shareholders of the Corporation. 3.3 Qualifications. Each Director shall, at the time of their election or appointment, be at least eighteen (18) years of age, but shall not have attained seventy-five (75) years of age (see also Section 3.20). 3.4 Election and Classification. 3.4.1 The entire Board of Directors shall be divided into three (3) classes of not less than three (3) members each, which classes are designated as Class A, Class B and Class C. The number of directors of Class A shall equal one-third (1/3) of the total number of directors as determined in the manner provided in the By-laws (with any fractional remainder to count as one); the number of directors of Class B shall equal one-third (1/3) of said total number of directors (or the nearest whole number thereto); and the number of directors of Class C shall equal said total number of directors minus the aggregate number of directors of Classes A and B. At the election of the first Board of Directors, the class of each of the members then elected shall be designated. The term of office of each member then designated as a Class A director shall expire at the annual meeting of shareholders next ensuing, that of each member then designated as a Class B director at the annual meeting of shareholders one year thereafter, and that of each member then designated as a Class C director at the annual meeting of shareholders two years thereafter. At each annual meeting of shareholders held after the election and classification of the first Board of Directors, directors to succeed those whose terms expire at such annual meeting shall be elected to hold office for a term expiring at the third succeeding annual meeting of shareholders and until their respective successors are elected and have qualified or until their respective earlier displacement from office by resignation, removal or otherwise. 3.4.2 Directors shall, except as otherwise required by law or by the Certificate of Incorporation, be elected by a plurality of the votes cast at a meeting of shareholders by the holders of shares entitled to vote in the election. Only persons who have been nominated in accordance with the following procedures shall be eligible for election as Directors of the Corporation. Nominations of persons for election to the Board may be made at any annual meeting of shareholders or special meeting of shareholders called and held for such express purpose (a) by or at the direction of the Board (or any duly authorized committee thereof) or (b) by any shareholder of the Corporation who (i) is a shareholder of record both on the date of the giving of the notice provided for in this Section 3.4.2 and on the record date for the determination of shareholders entitled to vote at such annual or special meeting, at the time of such meeting and at all times in between, and (ii) complies with the notice procedures set forth in this Section 3.4.2 and Regulation 14A of the Exchange Act, including, without limitation, Rule 14a-19. Such shareholder shall ensure that the proxy cards used by such shareholder to solicit proxies or votes in support of the nominees of such nomination are printed on a proxy card of any color but white, which such color shall be reserved for the exclusive use of the Board.

8 In addition to Regulation 14A of the Exchange Act, including, without limitation, Rule 14a-19 and any other applicable requirements, including those in these By- laws, for a nomination to be made by a shareholder in connection with an annual meeting of the shareholders, such shareholder must have given a timely notice of nomination in proper written form to the Secretary. To be timely given in the case of an annual meeting, a shareholder's notice of nomination to the Secretary must be delivered to or mailed and received at the principal executive offices of the Corporation not less than one hundred twenty (120) days prior to the anniversary date of the immediately preceding annual meeting of shareholders. To be timely given in the case of a special meeting called and held for such express purpose, a shareholder's notice of nomination to the Secretary must be delivered to or mailed and received at the principal executive offices of the Corporation not later than close of business on the tenth (10th) day following the date on which the notice of the special meeting was first mailed to shareholders or public disclosure of the date of the special meeting was made, whichever occurs first. In no event shall any adjournment, recess or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of a shareholder’s notice as described above. To be in proper written form, a shareholder's notice of nomination to the Secretary must set forth (a) as to each person whom the shareholder proposes to nominate for election as a Director (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person, (iii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such person, (iv) any other direct or indirect positions, agreements or understandings to which such person or any Associated Person of such person is a party (including hedged positions, short positions, options, derivatives, convertible securities and any other stock appreciation or voting interests) which provide the opportunity to profit or share in any profit derived from any increase or decrease in the value of the shares of the Corporation, (v) any voting commitments and a description of all arrangements, understandings or material relationships between the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the shareholder or that otherwise affect the shares of the Corporation, and (vi) any other information relating to such person that may be required to be disclosed by the Corporation in connection with its solicitations of proxies for election of Directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, including, without limitation, Rule 14a-19, or as may be required in order to ascertain that the person meets any prerequisites contained in applicable law, the Corporation's Certificate of Incorporation or these By-laws for serving as a Director of the Corporation (such other information including, without limitation, such person’s consent, in writing and accompanying the notice, to being named in any applicable proxy statement as a nominee and to serving as a Director, if elected, and a completed questionnaire concerning such person’s business experience, beneficial ownership, relationships and transactions with the Corporation, independence and other matters typically contained in the Corporation’s questionnaire for Directors and officers); and (b) as to the shareholder giving such notice (i) the name and record address of such shareholder, (ii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such shareholder, (iii) a description of all arrangements or understandings between such shareholder and each proposed nominee and any other person or

9 persons (including their names) pursuant to which the nomination(s) are to be made by such shareholder, (iv) a representation that such shareholder (A) intends to solicit proxies from shareholders representing at least sixty-seven percent (67%) of the voting power of the shares entitled to vote on the election of Directors, in accordance with Rule 14a-19 under the Exchange Act, and shall include a statement to that effect on the proxy statement or the form of proxy of such shareholder; (B) shall otherwise comply with the requirements of Rule 14a- 19; (C) shall provide the Corporation, no later than five (5) business days prior to the applicable meeting of the shareholders, reasonable documentary evidence (as determined in good faith by the Corporation) that such shareholder has complied with such requirements of Rule 14a-19 under the Exchange Act; and (D) intends to appear in person or by proxy at the annual meeting to nominate the person or persons named in the notice of nomination, and (v) any other information relating to such shareholder that would be required to be disclosed by the Corporation in connection with its solicitations of proxies for election of Directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. No person shall be eligible for election as a Director of the Corporation unless nominated in accordance with the procedures set forth in this Section 3.4.2. If any of the foregoing information changes in any material respect from the date the notice is received through the date of the meeting, such shareholder shall promptly supplement such information to reflect such change by notice in writing and delivered to or mailed and received by the Secretary at the Corporation’s principal executive offices. For the avoidance of doubt, the obligation to update and supplement as set forth in this Section 3.4.2 or any other Section of these By- laws shall not limit the Corporation’s rights with respect to any deficiencies in any notice provided by a shareholder, extend any applicable deadlines hereunder or enable or be deemed to permit a shareholder who has previously submitted notice hereunder to amend or update any nomination or to submit any new nomination. In no event shall any adjournment or postponement of the related shareholder meeting or the announcement thereof commence a new time period for the giving of a shareholder’s notice as described above. If at any time such shareholder no longer intends to solicit proxies in accordance with the provisions of this Section 3.4.2 and Rule 14a-19 under the Exchange Act, including, without limitation, the requirement that such shareholder solicit proxies from shareholders representing at least sixty-seven percent (67%) of the voting power of the shares entitled to vote on the election of Directors, such shareholder shall notify the Corporation within three (3) business days of such change in intention. Subject to the rights of any holders of a class of preferred stock of the Corporation, no person shall be eligible for election as a Director unless nominated in accordance with the procedures set forth in this Section 3.4.2 and the requirements of Regulation 14A under the Exchange Act, including, without limitation, Rule 14a-19. Pursuant to Rule 14a-19 under the Exchange Act, a shareholder making such a nomination shall provide the Corporation, no later than three (3) business days prior to the applicable meeting of the shareholders, reasonable documentary evidence (as determined in good faith by the Corporation) that such shareholder has complied with such requirements of Rule 14a-19 under the Exchange Act. If the chair of the meeting properly determines in good faith that such a nomination was not made in accordance with the

10 procedures in this Section 3.4.2 and the requirements of Regulation 14A under the Exchange Act, including, without limitation, Rule 14a-19, the chair shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded. In the event that the Corporation receives votes or proxies for the nominees of such defective nomination, such votes or proxies shall be disregarded. 3.5 Newly Created Directorships and Vacancies. Newly created directorships resulting from an increase in the number of Directors and vacancies occurring in the Board for any reason, including the removal of Directors without cause, may be filled by vote of a majority of the Directors then in office, although less than a quorum, at any meeting of the Board, or may be elected by a plurality of the votes cast by the holders of shares entitled to vote in the election at a special meeting of shareholders called for that purpose. A Director elected to fill a vacancy shall hold office during the term to which their predecessor had been elected and until their successor shall have been elected and shall qualify, or until their earlier death, resignation or removal. 3.6 Resignations. Any Director may resign at any time by written notice to the Chair of the Board or the Secretary. Such resignation shall take effect at the time therein specified, and unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective. 3.7 Removal of Directors. The Entire Board, or less than the Entire Board, may be removed for cause by vote of the shareholders or by action of the Board. The Entire Board, or less than the Entire Board may be removed without cause only in the manner prescribed in the Certificate of Incorporation. 3.8 Compensation. Each Director, in consideration of their service as such, shall be entitled to receive from the Corporation such amount per annum or such fees for attendance at Directors' meetings, or both, as the Board may from time to time determine, together with reimbursement for the reasonable expenses incurred by them in connection with the performance of their duties. Each Director who shall serve as a member of any committee of the Board in consideration of their serving as such shall be entitled to such additional amount per annum or such fees for attendance at committee meetings, or both, as the Board may from time to time determine, together with reimbursement for the reasonable expenses incurred by them in the performance of their duties. Nothing in this Section contained shall preclude any Director from serving the Corporation or its subsidiaries in any other capacity and receiving proper compensation therefor. 3.9 Place and Time of Meetings of the Board. Meetings of the Board, regular or special, may be held at such times and places within or without the State of New York as the Board will by vote determine at its annual meeting, and may alter or amend from time to time. The times and places for holding meetings may be fixed from time to time by resolution of the Board or (unless contrary to resolution of the Board) in the notice of the meeting. The Board may, in its sole discretion, determine that meetings of the Board, regular or special, including, may be held solely by means of electronic communication. If, the Board, in its sole discretion, determines that a meeting be held solely by means of electronic communication, the platform or service of such meeting shall be the place of the meeting. 3.10 Annual Meetings. On the day when and at the place where the annual meeting of shareholders for the election of Directors is held, and as soon as practicable thereafter, the Board may hold its annual meeting, without notice of such meeting, for the purposes of organization, the election of officers and the transaction of other business. The annual meeting of the Board may be held at any other time and place specified in a notice given as provided in Section 3.12 of the By-laws for special meetings of the Board or in a waiver of notice thereof.

11 3.11 Regular Meetings. Regular meetings of the Board may be held at such times and places as may be fixed from time to time by the Board. Unless otherwise required by the Board, regular meetings of the Board may be held without notice. If any day fixed for a regular meeting of the Board shall be a Saturday or Sunday or a legal holiday at the place where such meeting is to be held, then such meeting shall be held at the same hour at the same place on the first business day thereafter which is not a Saturday, Sunday or legal holiday. 3.12 Special Meetings. Special meetings of the Board shall be held whenever called by the Chair of the Board, the Secretary or by any three (3) or more Directors. Notice of each special meeting of the Board shall, if mailed, be addressed to each Director at the address designated by them for that purpose or, if none is designated, at their last known address not later than twenty-four (24) hours before the date on which such meeting is to be held; or such notice shall be sent to each Director at such address by telegraph, Telex, TWX, cable, wireless, or similar means of communication, or be delivered to them personally, not later than the day before the date on which such meeting is to be held. Every such notice shall state the time and place of the meeting but need not state the purpose of the meeting, except to the extent required by law. If mailed, each notice shall be deemed given when deposited, with postage thereon prepaid, in the post office or official depository under the exclusive care and custody of the United States post office department. Such mailing shall be by first class mail. 3.13 Adjourned Meetings. A majority of the Directors present at any meeting of the Board, including an adjourned meeting, whether or not a quorum is present, may adjourn such meeting to another time and place. Notice of any adjourned meeting of the Board need not be given to any Director whether or not present at the time of the adjournment. Any business may be transacted at any adjourned meeting that might have been transacted at the meeting as originally called. 3.14 Waivers of Notice. Anything in these By-laws or in any resolution adopted by the Board to the contrary notwithstanding, notice of any meeting of the Board need not be given to any Director who submits a signed waiver of such notice, whether before or after such meeting, or who attends such meeting without protesting, prior thereto or at its commencement, the lack of notice to them. 3.15 Organization. At each meeting of the Board, the Chair of the Board, or a chair chosen by the majority of the Directors present, shall preside. The Secretary shall act as secretary at each meeting of the Board. In case the Secretary shall be absent from any meeting of the Board, an Assistant Secretary shall perform the duties of secretary at such meeting; and in the absence from any such meeting of the Secretary and Assistant Secretaries, the person presiding at the meeting may appoint any person to act as secretary of the meeting. 3.16 Quorum of Directors. A majority of the Directors shall constitute a quorum at any meeting of the Board. 3.17 Action by the Board. Except as otherwise provided in Section 3.18 of the By-laws, all corporate action taken by the Board shall be taken at a meeting of the Board. Except as otherwise provided herein, by the Certificate of Incorporation or by law, the vote of a majority of the Directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board. 3.18 Written Consent of Directors Without a Meeting. Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board consent in writing to the adoption of a resolution authorizing the action. The written consent of a member of the Board may be made electronically through electronic mail, text, or any other secured platform for electronic communications, provided that the transmission provides sufficient information such it can be reasonably determined that the transmission was authorized by such member. The resolution and the written consents thereto by the members of the Board shall be filed with the minutes of the proceedings of the Board.

12 3.19 Participation in Meeting of Board by Means of Conference Telephone or Similar Communications Equipment. Any one or more members of the Board may participate in a meeting of the Board by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting. 3.20 Retirement of Directors. Any Director who shall have attained the age of seventy-five (75) during their term of office shall retire from the Board at the first annual meeting of shareholders held after their birth date. ARTICLE IV Executive Committee and Other Committees 4.1 How Constituted and Powers. The Board shall, by resolution adopted by a majority of the Entire Board, designate from among its members an Executive Committee of three (3) or more members which shall have all the authority of the Board, except that it shall have no authority as to the following matters. 4.1.1 The submission to shareholders of any matter that needs shareholders' approval; 4.1.2 The filling of vacancies in the Board or in any committee; 4.1.3 The fixing of compensation of the Directors for serving on the Board or on any committee; 4.1.4 The amendment or repeal of the By-laws, or the adoption of new By-laws; 4.1.5 The amendment or repeal of any resolution of the Board which includes among its terms a provision that it is not so amendable or repealable. The Board, by resolution adopted by a majority of the Entire Board, may designate from among its members other committees, each consisting of three (3) or more Directors, which shall have the authority provided in such resolution. The vote of the chair of the Executive Committee shall be the deciding vote in the event that there is a tie in any vote held by the committees. 4.2 General. Any committee designated by the Board pursuant to Section 4.1 of the By-laws, and each of the members and alternate members thereof, shall serve at the pleasure of such committee, who may replace any absent member or members at any meeting of such committee. All corporate action taken by any committee designated by the Board pursuant to Section 4.1 of the By-laws shall be taken at a meeting of such committee except that any action required or permitted to be taken by any committee may be taken without a meeting if all members of the committee consent in writing to the adoption of a resolution authorizing the action. The written consent of a committee member may be made electronically through electronic mail, text, or any other secured platform for electronic communications, provided that the transmission provides sufficient information such it can be reasonably determined that the transmission was authorized by such member. The resolution and the written consents thereto by the members of the committee shall be filed with the minutes of the proceedings of the committee. Any one (1) or more members of any committee may participate in a meeting of such committee by means of conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting. Any committee may adopt such rules and regulations, not

13 inconsistent with the Certificate of Incorporation, the By-laws, applicable laws or resolution of the Board designating such committee, as it may deem proper for the conduct of its meetings and the exercise by it of the authority of the Board conferred upon such committee by the resolution of the Board designating such committee. ARTICLE V Officers 5.1 Officers. The Board may elect or appoint a Chair of the Board, President, one (1) or more Vice Presidents, a Secretary and a Treasurer, and such other officers as it may determine. All officers shall be elected or appointed to hold offices until the meeting of the Board following the next annual meeting of shareholders. The Board may designate one (1) or more Vice Presidents as “Executive Vice Presidents,” and may use descriptive words or phrases to designate the standing, seniority or area of special competence of the Vice Presidents elected or appointed by it. Each officer shall hold office for the term for which they are elected or appointed, and until their successor shall have been elected or appointed and qualified or until their death, their resignation or their removal in the manner provided in Section 5.2 of the By-laws. Any two (2) or more offices may be held by the same person, except the offices of President and Secretary; provided, however, that if all of the issued and outstanding shares of the Corporation are owned by one person, such person may hold all or any combination of offices. The Board may require any officers to give a bond or other security for the faithful performance of their duties, in such amount and with such sureties as the Board may determine. All officers as between themselves and the Corporation shall have such authority and perform such duties in the management of the Corporation as may be provided in the By-laws or as the Board may from time to time determine. 5.2 Removal of Officers. Any officer elected or appointed by the Board may be removed by the Board with or without cause. The removal of an officer without cause shall be without prejudice to their contract rights, if any. The election or appointment of an officer shall not of itself create contract rights. 5.3 Resignations. Any officer may resign at any time by notifying the Board or the Chair of the Board or the Secretary in writing. Such resignation shall take effect at the date of receipt of such notice or at such later time as is therein specified, and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective. The resignation of an officer shall be without prejudice to the contract rights of the Corporation, if any. 5.4 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause may be filled for the unexpired portion of the term by the Board at any regular or special meeting of the Board. 5.5 Compensation. Salaries or other compensation of the officers may be fixed from time to time by the Board. No officer shall be prevented from receiving a salary or other compensation by reason of the fact that they are also a Director. 5.6 Chair of the Board. The Chair of the Board shall preside at all meetings of the shareholders and Directors, and shall have such other duties as may be assigned to him from time to time by the Board. Unless the Board otherwise determines, the Chair of the Board shall be the chief executive officer and head of the Corporation. Under the supervision of the Board and of the Executive Committee, the chief executive officer shall have the general control and management of its business and affairs, subject, however, to the right of the Board and of the executive committee to confer any specific power, except such as may be by statute exclusively conferred on the chief executive officer, upon any other officer or officers of the Corporation. The chief executive

14 officer shall perform and do all acts and things incident to the position of chief executive officer and such other duties as may be lawfully assigned from time to time by the Board or the Executive Committee. 5.7 President. The President shall perform such duties as may be assigned from time to time by the Board, by the executive committee or by the Chair of the Board. Unless the Board otherwise determines, the President shall be chief operating officer of the Corporation. They shall have such responsibilities as are assigned by the Board. In the event the President is designated as chief executive officer by the Board, the President shall have and possess all of the powers and discharge all of the duties of the chief executive officer, subject to the control of the Board and the executive committee. 5.8 Vice Presidents. At the request of the Chair of the Board, or in their absence, at the request of the President, or in their absence, at the request of the Board, a Vice President shall (in such order as may be designated by the Board) perform all of the duties of the President and, so acting, shall have all the powers of and be subject to all restrictions upon the President. Any Vice President may also, with the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer, sign certificates for shares of the Corporation; may sign and execute, in the name of the Corporation, deeds, mortgages, bonds, contracts or other instruments authorized by the Board, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by the By-laws to some other officer or agent of the Corporation, or shall be required by law otherwise to be signed or executed; and shall perform such other duties as from time to time may be assigned by the Board or by the Chair of the Board, or in their absence, by the President. 5.9 Secretary. The Secretary, if present, shall act as secretary of all meetings of the shareholders and of the Board, and shall keep the minutes thereof in the proper book or books to be provided for that purpose; they shall see that all notices required to be given by the Corporation are duly given and served; they may, with the Chair of the Board, the President or a Vice President, sign certificates for shares of the Corporation; they shall be custodian of the seal of the Corporation and may seal with the seal of the Corporation or a facsimile thereof, all certificates for shares of the Corporation and all documents the execution of which on behalf of the Corporation under its corporate seal is authorized in accordance with the provisions of the By-laws; they shall have charge of the share records and also of the other books, records and papers of the Corporation relating to its organization and management as a Corporation, and shall see that the reports, statements and other documents required by law are properly kept and filed; and shall, in general perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned by the Board or by the Chair of the Board, or in their absence, by the President. 5.10 Treasurer. The Treasurer shall have charge and custody of, and be responsible for, all funds, securities and notes of the Corporation; receive and give receipts for monies due and payable to the Corporation from any sources whatsoever; deposit all such monies in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with these By-laws; against proper vouchers, cause such funds to be disbursed by checks or drafts on the authorized depositories of the Corporation signed in such manner as shall be determined in accordance with any provisions of the by-laws, and be responsible for the accuracy of the amounts of all monies so disbursed; regularly enter or cause to be entered in books to be kept by them, under their direction, full and adequate account of all monies received or paid by the account of the Corporation; have the right to require, from time to time, reports or statements giving such information as they may desire with respect to any and all financial transactions of the Corporation from the officers or agents transacting the same; render to the Chair of the Board or the Board, whenever the Chair of the Board or the Board, respectively, shall require them so to do, an account of the financial condition of the Corporation and of all their transactions as Treasurer; exhibit at all reasonable times their books of account and other records

15 to any of the Directors upon application at the office of the Corporation where such books and records are kept; and, in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the Board or by the Chair of the Board, or in their absence, by the President; and they may sign with the Chair of the Board or the President or a Vice President certificates for shares of the Corporation. 5.11 Assistant Secretaries and Assistant Treasurers. Assistant Secretaries and Assistant Treasurers shall perform such duties as shall be assigned to them by the Secretary or by the Treasurer, respectively, or by the Board of by the Chair of the Board or in their absence, by the President. Assistant Secretaries and Assistant Treasurers may, with the Chair of the Board or President or a Vice President, sign certificates for shares of the Corporation. ARTICLE VI Contracts, Checks, Drafts, Bank Accounts, Etc. 6.1 Execution of Contracts. The Board may authorize any officer, employee or agent, in the name and on behalf of the Corporation, to enter into any contract or execute and satisfy any instrument, and any such authority may be general or confined to specific instances, or otherwise limited. 6.2 Loans. The Chair of the Board or any other officer, employee or agent authorized by the By-laws or by the Board may effect loans and advances at any time for the Corporation from any bank, trust company or other institution or from any firm, Corporation or individual and for such loans and advances may make, execute and deliver promissory notes, bonds or other certificates or evidences of indebtedness of the Corporation, and when authorized so to do may pledge and hypothecate or transfer any securities or other property of the Corporation as security for any such loans or advances. Such authority conferred by the Board may be general or confined to specific instances or otherwise limited. 6.3 Checks, Drafts, Etc. All checks, drafts and other orders for the payment of money out of the funds of the Corporation and all notes or other evidences of indebtedness of the Corporation shall be signed on behalf of the Corporation in such manner as shall from time to time be determined by resolution of the Board. 6.4 Deposits. The funds of the Corporation not otherwise employed shall be deposited from time to time to the order of the Corporation in such banks, trust companies or other depositories as the Board may select or as may be selected by an officer, employee or agent of the Corporation to whom such power may from time to time be delegated by the Board. ARTICLE VII Shares and Dividends 7.1 Certificates Representing Shares. The shares of the Corporation shall be represented by certificates in such form (consistent with the provisions of Section 508 of the Business Corporation Law) as shall be approved by the Board. Such certificates shall be signed by the Chair of the Board or the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and may be sealed with the seal of the Corporation or a facsimile thereof. The signatures of the officers upon a certificate may be facsimiles, if the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation itself or its employee. In case any officer who has signed or whose facsimile signature has been placed upon any certificate shall have ceased to be such officer before such

16 certificate is issued, such certificate may, unless otherwise ordered by the Board, be issued by the Corporation with the same effect as if such person were such officer at the date of issue. 7.2 Transfer of Shares. Transfers of shares shall be made only on the books of the Corporation by the holder thereof or by their duly authorized attorney appointed by a power of attorney duly executed and filed with the Secretary or a transfer agent of the Corporation, and on surrender of the certificate or certificates representing such shares properly endorsed for transfer and upon payment of all necessary transfer taxes. Every certificate exchanged, returned or surrendered to the Corporation shall be marked “Canceled”, with the date of cancellation, by the Secretary or an Assistant Secretary or the transfer agent of the Corporation. A person in whose name shares shall stand on the books of the Corporation shall be deemed the owner thereof to receive dividends, to vote as such owner and for all other purposes as respects the Corporation. No transfer of shares shall be valid as against the Corporation, its shareholders and creditors for any purpose, except to render the transferee liable for the debts of the Corporation to the extent provided by law, until such transfer shall have been entered on the books of the Corporation by an entry showing from and to whom transferred. 7.3 Transfer and Registry Agents. The Corporation may from time to time maintain one or more transfer offices or agents and registry offices or agents at such place or places as may be determined form time to time by the Board. 7.4 Lost, Destroyed, Stolen and Mutilated Certificates. The holder of any shares shall immediately notify the Corporation of any loss, destruction, theft or mutilation of the certificate representing such shares, and the Corporation may issue a new certificate to replace the certificate alleged to have been lost, destroyed, stolen or mutilated. The Board may, in its discretion, as a condition to the issue of any such new certificate, require the owner of the lost, destroyed, stolen or mutilated certificate, or their legal representatives, to advertise such fact in such manner as the Board may require, and to give the Corporation and its transfer agents and registrars, or such of them as the Board may require, a bond in such form, in such sums and with such surety or sureties as the board may direct, to indemnify the Corporation and its transfer agents and registrars against any claim that may be made against any of them on account of the continued existence of any such certificate so alleged to have been lost, destroyed, stolen or mutilated and against any expense in connection with such claim. 7.5 Regulations. The Board may make such rules and regulations as it may deem expedient, not inconsistent with the By-laws or with the Certificate of Incorporation, concerning the issue, transfer and registration of certificates representing shares. 7.6 Limitation on Transfers. If any two or more shareholders or subscribers for shares shall enter into any agreement whereby the rights of any one or more of them to sell, assign, transfer, mortgage, pledge, hypothecate, or transfer on the books of the Corporation, any or all of such shares held by them shall be abridged, limited or restricted, and if a copy of such agreement shall be filed with the Corporation and shall contain a provision that the certificates representing shares covered or affected by said agreement shall have such reference thereto endorsed thereon; and such shares shall not thereafter be transferred on the books of the Corporation except in accordance with the terms and provisions of such agreement. 7.7 Dividends, Surplus, Etc. Subject to the provisions of the Certificate of Incorporation and of law, the Board: 7.7.1 May declare and pay dividends or make other distributions on the outstanding shares in such amounts and at such time or times as, in its discretion, the condition of the affairs of the Corporation shall render advisable;

17 7.7.2 May use and apply, in its discretion, any of the surplus of the Corporation in purchasing or acquiring any shares of the Corporation, or purchase warrants therefor, in accordance with law, or any of its bonds, debentures, notes, scrip or other securities or evidences of indebtedness; 7.7.3 May set aside from time to time out of such surplus or net profits such sum or sums as, in its discretion, it may think proper, as a reserve fund to meet contingencies, or for equalizing dividends or for the purpose of maintaining or increasing the property or business of the Corporation, or for any other purpose it may think conducive to the best interests of the Corporation. ARTICLE VIII Indemnification 8.1 Indemnification of Others. The Board in its discretion shall have power on behalf of the Corporation to indemnify any person, other than a Director or officer, made a party to any action, suit or proceeding by reason of the fact that they, their testator or intestate, is or was an employee of the Corporation. 8.2 Insurance. The Board in its discretion shall have the power to purchase and maintain insurance in accordance with, and subject to, the provisions of Section 726 of the Business Corporation Law. ARTICLE IX Books and Records 9.1 Books and Records. The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of the shareholders, Board and Executive Committee, if any. The Corporation shall keep at the office designated in the Certificate of Incorporation or at the office of the transfer agent or registrar of the Corporation in New York State, a record containing the names and addresses of all shareholders, the number and class of shares held by each and the dates when they respectively became the owners of record thereof. Any of the foregoing books, minutes or records may be in written form or in any other form capable of being converted into written form within a reasonable time. 9.2 Inspection of Books and Records. Except as otherwise provided by law, the Board shall determine from time to time whether, and, if allowed, when and under what conditions and regulations, the accounts, books, minutes and other records of the Corporation, or any of them, shall be open to the inspection of the shareholders. ARTICLE X Seal The Board may adopt a corporate seal which shall be in the form of a circle and shall bear the full name of the Corporation and the year of its incorporation.

18 ARTICLE XI Fiscal Year The fiscal year of the Corporation shall be determined, and may be changed, by resolution of the Board. ARTICLE XII Voting of Shares Held Unless otherwise provided in Section 3.17 hereof or by resolution of the Board, the Chair of the Board or in their absence the President may, from time to time, appoint one or more attorneys or agents of the Corporation, in the name and on behalf of the Corporation, to cast as a shareholder or otherwise in any other Corporation, any of whose shares or securities may be held by the Corporation, at meetings of the holders of the shares or other securities of such other Corporation, and to consent in writing to any action, by any such other Corporation, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed on behalf of the Corporation and under its corporate seal, or otherwise, such written proxies, consents, waivers or other instruments as they may deem necessary and proper in the premises; or the Chair of the Board or in their absence, the President, may attend any meeting of the holders of the shares or other securities of any other such Corporation and thereat vote or exercise any or all other powers of the Corporation as the holder of such shares or other securities of such other Corporation. ARTICLE XIII Amendments The By-laws may be altered, amended, supplemented or repealed, or new By-laws may be adopted, by vote of the holders of a majority of the shares of the Corporation entitled to vote in the election of Directors or by vote of a majority of the Board; provided, however, that any alteration, amendment, supplement or repeal of (1) Section 3.4.1 of these By-laws may only be amended in the manner prescribed by the Certificate of Incorporation, (2) Section 3.4.2 of these By-laws or of this proviso to Article XIII of the By-laws, shall require the vote of not less than eighty percent (80%) of the shares entitled to vote in the election of Directors, or the vote of at least eighty percent (80%) of the Entire Board, for approval and (3) Section 3.2 or Section 4.1 of these By-laws shall require the vote of not less than seventy percent (70%) of the Entire Board for approval. If any By-law regulating an impending election of Directors is adopted, altered, amended, supplemented or repealed by the Board, such By-law shall be set forth in the notice of the next meeting of shareholders for election of Directors, together with a concise statement of the changes made. Any By-laws adopted, altered, amended, or supplemented by the Board may be altered, amended, supplemented or repealed by the shareholders entitled to vote thereon.


			250 Glen Street Glens Falls, NY 12801
			NASDAQ® Symbol: "AROW" Website: arrowfinancial.com Media Contact: Rachael Murray Tel: (518) 415-4313

Arrow Reports 4th Quarter Net Income of $7.7 Million or $0.46 per Share and $30.1 Million or $1.77 per Share for 2023. Declares Cash Dividend of $0.27 per Share, its 43rd Consecutive Quarterly Dividend

GLENS FALLS, N.Y. (February 1, 2024) – Arrow Financial Corporation (NasdaqGS® – AROW) ("Arrow") reported net income of $7.7 million, and fully diluted earnings per share ("EPS") of $0.46 per share for the fourth quarter of 2023, versus $12.1 million and EPS of $0.71, for the same period in 2022. For the year ended 2023, net income totaled $30.1 million, with EPS of $1.77, versus $48.8 million, and EPS of $2.86, for the same period in 2022.

The Board of Directors of Arrow declared a quarterly cash dividend of $0.27 per share payable February 23, 2024 to shareholders of record as of February 12, 2024. This marks the 43rd consecutive quarterly cash dividend declared by Arrow.

This Earnings Release and related commentary should be read in conjunction with our February 1, 2024 Form 8-K and related Fourth Quarter 2023 Investor Presentation, which can also be found on our website: arrowfinancial.com/documents/investor-presentations.

Arrow President and CEO David S. DeMarco:

“As we reflect on a challenging year, I want to thank our employees who continued to diligently serve the needs of our customers, communities and shareholders. Arrow finished the year with robust loan growth, posting record high loan balances while maintaining strong credit, capital and liquidity positions. We also expanded our existing stock repurchase program by $5 million and reinstated our dividend reinvestment program. Our solid finish to the year is directly attributable to the hard work and dedication of our exceptional team."

Highlights and Key Metrics

•Loans reached a record of $3.2 billion, an increase of $224 million (7.5%) for the year and $68 million (9% annualized growth) during the fourth quarter1

•Fourth-quarter loan yields increased by 16bps from the prior quarter to 4.86%, while loan rates reached 5.01% at December 31, 2023

•Retail deposit balances of $3.5 billion, slightly ahead of year-end 2022

•Net interest margin was 2.53% for the quarter, and 2.65% for the full year (2.55% and 2.67% on a full tax equivalent basis, respectively)

•Sold all 27,771 of Visa Class B shares for a pre-tax gain of $9.3 million; Recognized a pre-tax loss of $9.2 million on repositioning of investment portfolio (sale of ~$110 million of securities); Reinvestment of proceeds resulted in annual interest income run-rate improvement of over $3 million

•Net charge-offs remained low at 0.05% for the quarter

•Tangible Book Value at year-end was $21.06, an increase from $19.37 from the prior year

•Nonperforming assets increased to $21.5 million or 0.51% of period-end assets, primarily due to one large loan relationship of approximately $15 million, which is well collateralized

1 Excludes $5.8 million Fair Value hedge adjustment

Please see below for further quarter- and year-end detail.

Income Statement

•Net Income: Net income for 2023 was $30.1 million, down from $48.8 million for 2022. The decrease from the prior year was primarily the result of a decrease in net interest income of $13.5 million and an increase of non-interest expense of $11.5 million, partially offset by a $1.4 million decrease in the provision for credit loss and a $6.7 million decrease in the provision for income taxes.

•Net Interest Income: Net interest income for the year ended December 31, 2023 was $104.8 million, a decrease of $13.5 million, or 11.4%, from the prior year, primarily due to an increase in interest expense. Interest and fees on loans were $142.0 million, an increase of 25.7% from the $113.0 million for the year ended December 31, 2022. The increase was primarily driven by loan growth and higher loan rates. Interest expense for the year ended December 31, 2023 was $57.7 million. This represents an increase of $46.4 million, or 410.5%, from the $11.3 million in expense for the prior-year period. The increase was driven primarily by higher deposit rates and changes in deposit composition.

•Net Interest Margin: Net interest margin was 2.65% for the year ended December 31, 2023, as compared to 3.03% for the year ended December 31, 2022. In the fourth quarter of 2023, the net interest margin was 2.53%, as compared to 3.08% for the fourth quarter of 2022. The decrease in net interest margin compared to the fourth quarter of 2022 and the full year 2022 was primarily the result of the cost of interest-bearing liabilities increasing at a faster pace than the yield on average earning assets. In addition, deposits have continued to migrate to higher cost products, such as money market savings and time deposits.


	Twelve Months Ended (dollars in thousands)
	December 31, 2023			December 31, 2022
Interest and Dividend Income	$	162,564		$	129,651



Interest Expense	57,732			11,308
Net Interest Income	104,832			118,343

Average Earning Assets(1)	3,948,708			3,902,077
Average Interest-Bearing Liabilities	2,903,925			2,834,266

Yield on Earning Assets(1)	4.12		%	3.32		%

Cost of Interest-Bearing Liabilities	1.99			0.40

Net Interest Spread	2.13			2.92


Net Interest Margin	2.65			3.03

Income Earned on PPP Loans included in Net Interest Income	$	—		$	1,589
Net Interest Income excluding PPP loans	104,832			116,754
Net Interest Margin excluding PPP loans	2.65		%	3.00		%

(1) Includes Nonaccrual Loans.

•Provision for Credit Losses: For 2023, the provision for credit losses related to the loan portfolio was $3.4 million, compared to $4.8 million in 2022. The key drivers for the provision for credit losses in 2023 were loan growth and charge-offs, offset by changes to the economic forecast factors embedded in the credit loss allowance model as well as qualitative factors relating to local and Arrow specific conditions.

•Noninterest Income: Noninterest income was $29.1 million for the year ended December 31, 2023, a decrease of 5.8%, as compared to $30.9 million for the year ended December 31, 2022. Income from fiduciary activities, which includes Wealth Management services, was fairly consistent to the prior year. Fees and other services to customers declined compared to the prior year, primarily due to lower interchange fees.

•Noninterest Expense: Noninterest expense for the year ended December 31, 2023 increased by $11.4 million, or 14.0%, to $93.0 million, as compared to $81.6 million in 2022. The largest component of noninterest expense is salaries and benefits paid to our employees, which totaled $47.7 million in 2023. Salaries and benefits increased $0.7 million, or 1.4%, from the prior year. The overall increase from the prior year was primarily related to $4.8 million of additional legal and professional fees incurred in 2023 associated with the delay in the filing of the Annual Report on Form 10-K for the year ended December 31, 2022 (the "2022 Form 10-K"), and the Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, as well as an increase in costs related to technology and Federal Deposit Insurance Corporation insurance.

•Provision for Income Taxes: The provision for income taxes for 2023 was $7.4 million, compared to $14.1 million for 2022. The effective income tax rates for 2023 and 2022 were 19.8% and 22.4%, respectively. The reduction in the effective tax rate was the result of substantially similar permanent favorable tax benefits in each year while pre-tax income decreased in 2023.

Balance Sheet

•Total Assets: Total assets were $4.17 billion at December 31, 2023, an increase of $200.4 million, or 5.0%, compared to December 31, 2022.

•Cash and Cash Equivalents: Total cash and cash equivalents were $142.5 million at December 31, 2023, an increase of $77.9 million, or 120.4%, compared to December 31, 2022.

•Investments: Total investments were $636.1 million at December 31, 2023, a decrease of $121.0 million, or 16.0%, compared to December 31, 2022. The decrease was driven primarily by paydowns and maturities of approximately $119 million and the net decrease from the repositioning of investment portfolio of approximately $25 million, partially offset by an improvement in the mark-to-market adjustments of $23 million. The proceeds were primarily used to fund loan growth and for general corporate purposes. There were no credit quality issues related to the investment portfolio.

•Balance Sheet Management: In the fourth quarter of 2023, Arrow entered into balance sheet transactions to improve profitability and its asset-liability management position. Arrow sold all 27,771 of its previously held Visa Class B shares for a pre-tax gain of $9.3 million while recognizing a pre-tax loss of $9.2 million on the repositioning of the investment portfolio, resulting in an annual interest income run-rate improvement of over $3 million in pre-tax earnings.

•Loans2: At December 31, 2023, total loan balances reached $3.2 billion, up $224 million, or 7.5%, from the prior-year level. Loan growth for the fourth quarter was $67.7 million. The consumer loan portfolio grew by $46.5 million, or 4.4%, over the balance at December 31, 2022. The residential real estate loan portfolio increased $123.0 million, or 11.55%, from the prior year primarily as a result of the continued strength of the housing market within Arrow's service area. Commercial loans, including commercial real estate, increased $54.4 million, or 6.4%, over the balances at December 31, 2022.

•Allowance for Credit Losses: The allowance for credit losses was $31.3 million at December 31, 2023, an increase of $1.3 million from December 31, 2022. The allowance for credit losses

2 Excludes $5.8 million Fair Value hedge adjustment

represents 0.97% of loans outstanding, a decrease from 1.00% at year-end 2022. Asset quality remained solid at December 31, 2023. Net loan losses, expressed as an annualized percentage of average loans outstanding, were 0.07% for the year ended December 31, 2023, as compared to 0.08% for the prior year. Nonperforming assets of $21.5 million at December 31, 2023, represented 0.51% of period-end assets, compared to $12.6 million or 0.32% at December 31, 2022. As stated above, the increase is primarily due to one large loan relationship of approximately $15 million, which is well collateralized.

•Deposits: At December 31, 2023, total deposit balances were $3.7 billion, an increase of $189.2 million, or 5.4%, from the prior-year level. Arrow obtained $175 million of brokered CDs with corresponding three-year swaps as part of a funding hedge to strategically manage its asset-liability profile and cost of funds. Non-municipal deposits, excluding brokered CDs, increased by $45.3 million and municipal deposits decreased by $31.1 million as compared to December 31, 2022. Noninterest-bearing deposits decreased by $78.4 million, or 9.4%, during 2023, and represented 20.6% of total deposits at year-end, as compared to the prior-year level of 23.9%. At December 31, 2023, total time deposits, excluding brokered CDs, increased $278.6 million from the prior-year level. The change in composition of deposits was primarily pressure from competitive rate pricing and the migration from low to higher costing products.

•Capital: Total shareholders’ equity was $379.8 million at December 31, 2023, an increase of $26.2 million, or 7.4%, from the year-end 2022 balance. Arrow's regulatory capital ratios remained strong in 2023. At December 31, 2023, Arrow's Common Equity Tier 1 Capital Ratio was 13.00% and Total Risk-Based Capital Ratio was 14.74%. The capital ratios of Arrow and both of its subsidiary banks, Glens Falls National Bank and Trust Company ("GFNB") and Saratoga National Bank and Trust Company ("SNB"), continued to significantly exceed the “well capitalized” regulatory standards.

Additional Commentary

•Industry Recognition: Both GFNB and SNB continue to maintain their Bauer Financial 5-Star "Exceptional Performance" ratings for the 16th and 14th consecutive years, respectively.

——————

About Arrow: Arrow Financial Corporation is a multi-bank holding company headquartered in Glens Falls, New York, serving the financial needs of northeastern New York. Arrow is the parent of GFNB and SNB. Other subsidiaries include North Country Investment Advisers, Inc. and Upstate Agency, LLC.

Non-GAAP Financial Measures Reconciliation: In addition to presenting information in conformity with accounting principles generally accepted in the United States of America (GAAP), this news release contains financial information determined by methods other than GAAP (non-GAAP). The following measures used in this release, which are commonly utilized by financial institutions, have not been specifically exempted by the Securities and Exchange Commission ("SEC") and may constitute "non-GAAP financial measures" within the meaning of the SEC's rules. Certain non-GAAP financial measures include: tangible equity, return on tangible equity, tax-equivalent adjustment and related net interest income, tax-equivalent and the efficiency ratio. Management believes that the non-GAAP financial measures disclosed by Arrow from time to time are useful in evaluating Arrow's performance and that such information should be considered as supplemental in nature and not as a substitute for or superior to the related financial information prepared in accordance with GAAP. Non-GAAP financial measures may differ from similar measures presented by other companies. See the reconciliation of GAAP to non-GAAP measures in the section "Selected Quarterly Information."

Safe Harbor Statement: The information contained in this news release 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. Arrow undertakes no obligation to revise or update these forward-looking statements to reflect the occurrence of unanticipated events. This News Release should be read in conjunction with Arrow’s 2022 Form 10-K, and other filings with the SEC.

ARROW FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In Thousands, Except Per Share Amounts - Unaudited)


	Three Months Ended				Twelve Months Ended
	December 31,				December 31,
	2023		2022		2023		2022
INTEREST AND DIVIDEND INCOME
Interest and Fees on Loans	$	38,813	$	30,719	$	142,016	$	112,982
Interest on Deposits at Banks	1,873		1,274		5,831		3,100
Interest and Dividends on Investment Securities:
Fully Taxable	2,941		3,121		11,764		10,357
Exempt from Federal Taxes	697		790		2,953		3,212
Total Interest and Dividend Income	44,324		35,904		162,564		129,651
INTEREST EXPENSE
Interest-Bearing Checking Accounts	1,317		344		3,663		973
Savings Deposits	10,513		4,101		34,343		7,879
Time Deposits over $250,000	1,807		226		4,966		369
Other Time Deposits	3,406		234		7,127		604

Borrowings	1,447		200		6,756		605
Junior Subordinated Obligations Issued to Unconsolidated Subsidiary Trusts	173		172		686		685
Interest on Financing Leases	48		48		191		193
Total Interest Expense	18,711		5,325		57,732		11,308
NET INTEREST INCOME	25,613		30,579		104,832		118,343
Provision for Credit Losses	525		1,409		3,381		4,798
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES	25,088		29,170		101,451		113,545
NONINTEREST INCOME
Income From Fiduciary Activities	2,363		2,257		9,444		9,711
Fees for Other Services to Customers	2,725		2,710		10,798		11,626
Insurance Commissions	1,723		1,680		6,498		6,463
Net Gain (Loss) on Securities	122		48		(92)		427
Net Gain on Sales of Loans	7		3		32		83
Other Operating Income	544		467		2,437		2,588
Total Noninterest Income	7,484		7,165		29,117		30,898
NONINTEREST EXPENSE
Salaries and Employee Benefits	11,693		11,603		47,667		47,003
Occupancy Expenses, Net	1,826		1,481		6,554		6,202
Technology and Equipment Expense	4,458		4,316		17,608		16,118
FDIC Assessments	572		283		2,050		1,176
Other Operating Expense	4,641		3,109		19,169		11,031
Total Noninterest Expense	23,190		20,792		93,048		81,530
INCOME BEFORE PROVISION FOR INCOME TAXES	9,382		15,543		37,520		62,913
Provision for Income Taxes	1,659		3,456		7,445		14,114
NET INCOME	$	7,723	$	12,087	$	30,075	$	48,799
Average Shares Outstanding1:
Basic	17,002		17,031		17,037		17,008
Diluted	17,004		17,087		17,037		17,059
Per Common Share:
Basic Earnings	$	0.46	$	0.70	$	1.77	$	2.86
Diluted Earnings	0.46		0.71		1.77		2.86
1 Share and per share data have been restated for the September 26, 2023, 3% stock dividend.

ARROW FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Share and Per Share Amounts - Unaudited)


	December 31, 2023		December 31, 2022
ASSETS
Cash and Due From Banks	$	36,755	$	31,886
Interest-Bearing Deposits at Banks	105,781		32,774
Investment Securities:
Available-for-Sale	497,769		573,495
Held-to-Maturity (Approximate Fair Value of $128,837 at December 31, 2023, and $171,623 at December 31, 2022)	131,395		175,364
Equity Securities	1,925		2,174
Other Investments	5,049		6,064
Loans	3,212,908		2,983,207
Allowance for Credit Losses	(31,265)		(29,952)
Net Loans	3,181,643		2,953,255
Premises and Equipment, Net	59,642		56,491
Goodwill	21,873		21,873
Other Intangible Assets, Net	1,110		1,500
Other Assets	126,926		114,633
Total Assets	$	4,169,868	$	3,969,509
LIABILITIES
Noninterest-Bearing Deposits	$	758,425	$	836,871
Interest-Bearing Checking Accounts	799,785		997,694
Savings Deposits	1,466,280		1,454,364
Time Deposits over $250,000	179,301		76,224
Other Time Deposits	483,775		133,211
Total Deposits	3,687,566		3,498,364


Borrowings	26,500		54,800
Junior Subordinated Obligations Issued to Unconsolidated Subsidiary Trusts	20,000		20,000
Finance Leases	5,066		5,119
Other Liabilities	50,964		37,688
Total Liabilities	3,790,096		3,615,971
STOCKHOLDERS’ EQUITY
Preferred Stock, $1 Par Value, 1,000,000 Shares Authorized	—		—
Common Stock, $1 Par Value; 30,000,000 Shares Authorized (22,066,559 Shares Issued at December 31, 2023, and 21,423,992 Shares Issued at December 31, 2022)	22,067		21,424
Additional Paid-in Capital	412,551		400,270
Retained Earnings	65,792		65,401

Accumulated Other Comprehensive (Loss) Income	(33,416)		(49,655)
Treasury Stock, at Cost (5,124,073 Shares at December 31, 2023, and 4,872,355 Shares at December 31, 2022)	(87,222)		(83,902)
Total Stockholders’ Equity	379,772		353,538
Total Liabilities and Stockholders’ Equity	$	4,169,868	$	3,969,509

Arrow Financial Corporation

Selected Quarterly Information

(Dollars In Thousands, Except Per Share Amounts - Unaudited)


Quarter Ended	12/31/2023			9/30/2023			6/30/2023			3/31/2023			12/31/2022
Net Income	$	7,723		$	7,743		$	6,047		$	8,562		$	12,087
Transactions in Net Income (Net of Tax):

Net Changes in Fair Value of Equity Investments	90			52			(133)			(76)			35


Share and Per Share Data:1
Period End Shares Outstanding	16,942			17,049			17,050			17,050			17,048
Basic Average Shares Outstanding	17,002			17,050			17,050			17,048			17,031
Diluted Average Shares Outstanding	17,004			17,050			17,050			17,060			17,087
Basic Earnings Per Share	$	0.46		$	0.46		$	0.35		$	0.50		$	0.70
Diluted Earnings Per Share	0.46			0.46			0.35			0.50			0.71
Cash Dividend Per Share	0.270			0.262			0.262			0.262			0.262

Selected Quarterly Average Balances:
Interest-Bearing Deposits at Banks	$	136,026		$	131,814		$	130,057		$	40,436		$	143,499
Investment Securities	713,144			745,693			787,175			813,461			845,859
Loans	3,170,262			3,096,240			3,036,410			2,991,928			2,951,547
Deposits	3,593,949			3,491,028			3,460,711			3,480,279			3,614,945
Other Borrowed Funds	149,507			208,527			220,616			100,596			63,304
Shareholders’ Equity	363,753			362,701			365,070			359,556			351,402
Total Assets	4,159,313			4,109,995			4,087,653			3,978,851			4,074,028
Return on Average Assets, annualized	0.74		%	0.75		%	0.59		%	0.87		%	1.18		%
Return on Average Equity, annualized	8.42		%	8.47		%	6.64		%	9.66		%	13.65		%
Return on Average Tangible Equity, annualized 2	8.99		%	9.05		%	7.10		%	10.33		%	14.62		%
Average Earning Assets	4,019,432			3,973,747			3,953,642			3,845,825			3,940,905
Average Paying Liabilities	2,985,717			2,920,518			2,924,743			2,782,299			2,891,092
Interest Income	44,324			42,117			40,013			36,110			35,904
Tax-Equivalent Adjustment 3	184			183			196			202			279
Interest Income, Tax-Equivalent 3	44,508			42,300			40,209			36,312			36,183
Interest Expense	18,711			16,764			14,241			8,016			5,325
Net Interest Income	25,613			25,353			25,772			28,094			30,579
Net Interest Income, Tax-Equivalent 3	25,797			25,536			25,968			28,296			30,858
Net Interest Margin, annualized	2.53		%	2.53		%	2.61		%	2.96		%	3.08		%
Net Interest Margin, Tax-Equivalent, annualized 3	2.55		%	2.55		%	2.63		%	2.98		%	3.11		%

Efficiency Ratio Calculation: 4
Noninterest Expense	$	23,190		$	23,479		$	24,083		$	22,296		$	20,792
Less: Intangible Asset Amortization	43			43			44			45			47
Net Noninterest Expense	$	23,147		$	23,436		$	24,039		$	22,251		$	20,745
Net Interest Income, Tax-Equivalent	$	25,797		$	25,536		$	25,968		$	28,296		$	30,858
Noninterest Income	7,484			8,050			6,906			6,677			7,165

Less: Net Gain (Loss) on Securities	158			71			(181)			(104)			48
Net Gross Income	$	33,123		$	33,515		$	33,055		$	35,077		$	37,975
Efficiency Ratio	69.88		%	69.93		%	72.72		%	63.43		%	54.63		%

Period-End Capital Information:
Total Stockholders’ Equity (i.e. Book Value)	$	379,772		$	360,014		$	361,443		$	363,371		$	353,538
Book Value per Share 1	22.42			21.12			21.20			21.31			20.74
Goodwill and Other Intangible Assets, net	22,983			23,078			23,175			23,273			23,373
Tangible Book Value per Share 1,2	21.06			19.76			19.84			19.95			19.37

Capital Ratios:5
Tier 1 Leverage Ratio	9.84		%	9.94		%	9.92		%	10.13		%	9.80		%
Common Equity Tier 1 Capital Ratio	13.00		%	13.17		%	13.27		%	13.34		%	13.32		%
Tier 1 Risk-Based Capital Ratio	13.66		%	13.84		%	13.96		%	14.03		%	14.01		%
Total Risk-Based Capital Ratio	14.74		%	14.94		%	15.08		%	15.15		%	15.11		%

Assets Under Trust Admin. & Investment Mgmt.	$	1,763,194		$	1,627,522		$	1,711,460		$	1,672,117		$	1,606,132

Arrow Financial Corporation

Selected Quarterly Information - Continued

(Dollars In Thousands, Except Per Share Amounts - Unaudited)


Footnotes:

1.	Share and per share data have been restated for the September 26, 2023, 3% stock dividend.

2.	Non-GAAP Financial Measure Reconciliation: Tangible Book Value, Tangible Equity, and Return on Average Tangible Equity exclude goodwill and other intangible assets, net from total equity. These are non-GAAP financial measures which we believe provide investors with information that is useful in understanding our financial performance.
		12/31/2023			9/30/2023			6/30/2023			3/31/2023			12/31/2022
	Total Stockholders' Equity (GAAP)	$	379,772		$	360,014		$	361,443		$	363,371		$	353,538
	Less: Goodwill and Other Intangible assets, net	22,983			23,078			23,175			23,273			23,373
	Tangible Equity (Non-GAAP)	$	356,789		$	336,936		$	338,268		$	340,098		$	330,165

	Period End Shares Outstanding	16,942			17,049			17,050			17,050			17,048
	Tangible Book Value per Share (Non-GAAP)	$	21.06		$	19.76		$	19.84		$	19.95		$	19.37
	Net Income	7,723			7,743			6,047			8,562			12,087
	Return on Average Tangible Equity (Net Income/Average Tangible Equity - Annualized)	8.99		%	9.05		%	7.10		%	10.33		%	14.62		%

3.	Non-GAAP Financial Measure Reconciliation: Net Interest Margin is the ratio of our annualized tax-equivalent net interest income to average earning assets. This is also a non-GAAP financial measure which we believe provides investors with information that is useful in understanding our financial performance.
		12/31/2023			9/30/2023			6/30/2023			3/31/2023			12/31/2022
	Interest Income (GAAP)	$	44,324		$	42,117		$	40,013		$	36,110		$	35,904
	Add: Tax Equivalent Adjustment (Non-GAAP)	184			183			196			202			279
	Interest Income - Tax Equivalent (Non-GAAP)	$	44,508		$	42,300		$	40,209		$	36,312		$	36,183

	Net Interest Income (GAAP)	$	25,613		$	25,353		$	25,772		$	28,094		$	30,579
	Add: Tax-Equivalent adjustment (Non-GAAP)	184			183			196			202			279
	Net Interest Income - Tax Equivalent (Non-GAAP)	$	25,797		$	25,536		$	25,968		$	28,296		$	30,858
	Average Earning Assets	4,019,432			3,973,747			3,953,642			3,845,825			3,940,905
	Net Interest Margin (Non-GAAP)*	2.55		%	2.55		%	2.63		%	2.98		%	3.11		%

4.	Non-GAAP Financial Measure Reconciliation: Financial Institutions often use the "efficiency ratio", a non-GAAP ratio, as a measure of expense control. We believe the efficiency ratio provides investors with information that is useful in understanding our financial performance. We define our efficiency ratio as the ratio of our noninterest expense to our net gross income (which equals our tax-equivalent net interest income plus noninterest income, as adjusted).

5.	For the current quarter, all of the regulatory capital ratios in the table above, as well as the Total Risk-Weighted Assets and Common Equity Tier 1 Capital amounts listed in the table below, are estimates based on, and calculated in accordance with bank regulatory capital rules. All prior quarters reflect actual results. The December 31, 2023 CET1 ratio listed in the tables (i.e., 13.00%) exceeds the sum of the required minimum CET1 ratio plus the fully phased-in Capital Conservation Buffer (i.e., 7.00%).
		12/31/2023			9/30/2023			6/30/2023			3/31/2023			12/31/2022
	Total Risk Weighted Assets	3,032,188			2,988,438			2,937,837			2,909,610			2,883,902
	Common Equity Tier 1 Capital	394,166			393,541			389,966			388,228			384,003
	Common Equity Tier 1 Ratio	13.00		%	13.17		%	13.27		%	13.34		%	13.32		%

* Quarterly ratios have been annualized

Arrow Financial Corporation

Average Consolidated Balance Sheets and Net Interest Income Analysis

(Dollars in Thousands - Unaudited)


Years Ended December 31:	2023						2022
			Interest		Rate				Interest	Rate
	Average		Income/		Earned/		Average		Income/	Earned/
	Balance		Expense		Paid		Balance		Expense	Paid
Interest-Bearing Deposits at Banks	$	109,906	$	5,831	5.31	%	$	252,835	3,100	1.23	%
Investment Securities:
Fully Taxable	622,575		11,764		1.89	%	648,540		10,357	1.60	%
Exempt from Federal Taxes	141,966		2,953		2.08	%	173,184		3,212	1.85	%
Loans	3,074,261		142,016		4.62	%	2,827,518		112,982	4.00	%
Total Earning Assets	3,948,708		162,564		4.12	%	3,902,077		129,651	3.32	%
Allowance for Credit Losses	(30,799)						(27,954)
Cash and Due From Banks	30,640						30,462
Other Assets	135,970						142,895
Total Assets	$	4,084,519					$	4,047,480
Deposits:
Interest-Bearing Checking Accounts	$	855,931	3,663		0.43	%	$	1,038,751	973	0.09	%
Savings Deposits	1,498,749		34,343		2.29	%	1,549,278		7,879	0.51	%
Time Deposits of $250,000 or More	137,974		4,966		3.60	%	55,690		369	0.66	%
Other Time Deposits	241,218		7,127		2.95	%	132,541		604	0.46	%
Total Interest-Bearing Deposits	2,733,872		50,099		1.83	%	2,776,260		9,825	0.35	%
Borrowings	144,971		6,756		4.66	%	32,874		605	1.84	%
Junior Subordinated Obligations Trusts	20,000		686		3.43	%	20,000		685	3.43	%
Finance Leases	5,082		191		3.76	%	5,132		193	3.76	%
Total Interest-Bearing Liabilities	2,903,925		57,732		1.99	%	2,834,266		11,308	0.40	%
Demand Deposits	772,889						815,218
Other Liabilities	44,924						37,901
Total Liabilities	3,721,738						3,687,385
Stockholders’ Equity	362,781						360,095
Total Liabilities and Stockholders’ Equity	$	4,084,519					$	4,047,480
Net Interest Income			$	104,832					118,343
Net Interest Spread					2.13	%				2.92	%
Net Interest Margin					2.65	%				3.03	%

Arrow Financial Corporation

Consolidated Financial Information

(Dollars in Thousands - Unaudited)


Quarter Ended:	12/31/2023			12/31/2022
Loan Portfolio
Commercial Loans	$	156,224		$	140,293
Commercial Real Estate Loans	745,487			707,022
Subtotal Commercial Loan Portfolio	901,711			847,315
Consumer Loans	1,111,667			1,065,135
Residential Real Estate Loans	1,199,530			1,070,757
Total Loans	$	3,212,908		$	2,983,207
Allowance for Credit Losses
Allowance for Credit Losses, Beginning of Quarter	$	31,112		$	29,232
Loans Charged-off	(1,366)			(1,261)
Recoveries of Loans Previously Charged-off	994			572
Net Loans Charged-off	(372)			(689)
Provision for Credit Losses	525			1,409
Allowance for Credit Losses, End of Quarter	$	31,265		$	29,952
Nonperforming Assets
Nonaccrual Loans	$	20,645		$	10,757
Loans Past Due 90 or More Days and Accruing	452			1,157
Loans Restructured and in Compliance with Modified Terms	54			69
Total Nonperforming Loans	21,151			11,983
Repossessed Assets	312			593
Other Real Estate Owned	—			—
Total Nonperforming Assets	$	21,463		$	12,576
Key Asset Quality Ratios
Net Loans Charged-off to Average Loans, Quarter-to-date Annualized	0.05		%	0.09		%
Provision for Credit Losses to Average Loans, Quarter-to-date Annualized	0.07		%	0.19		%
Allowance for Credit Losses to Period-End Loans	0.97		%	1.00		%
Allowance for Credit Losses to Period-End Nonperforming Loans	147.82		%	249.95		%
Nonperforming Loans to Period-End Loans	0.66		%	0.40		%
Nonperforming Assets to Period-End Assets	0.51		%	0.32		%
Twelve-Month Period Ended:
Allowance for Credit Losses
Allowance for Credit Losses, Beginning of Year	29,952			27,281

Loans Charged-off	(5,177)			(4,143)
Recoveries of Loans Previously Charged-off	3,109			2,016
Net Loans Charged-off	(2,068)			(2,127)
Provision for Credit Losses	3,381			4,798
Allowance for Credit Losses, End of Year	$	31,265		$	29,952
Key Asset Quality Ratios
Net Loans Charged-off to Average Loans	0.07		%	0.08		%
Provision for Credit Losses to Average Loans	0.11		%	0.17		%

4Q 2023 Investor Presentation February 1, 2024

2 Safe Harbor This presentation may contain certain forward-looking statements about Arrow Financial Corporation (“Arrow” or the “Company”). Forward-looking statements, as defined in Section 21E of the Securities Exchange Act of 1934, as amended, include statements regarding anticipated future events and can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as “believe,” “expect,” “would,” “should,” “could,” or “may.” Forward-looking statements, by their nature, are subject to risks and uncertainties. Certain factors that could cause actual results to differ materially from expected results include increased competitive pressures, changes in the interest rate environment, general economic conditions or conditions within the banking industry or securities markets, and legislative and regulatory changes that could adversely affect the business in which the Company and its subsidiaries are engaged. We are not obligated to revise or update these statements to reflect unanticipated events. This document should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 10-K”), other filings with the SEC, and the fourth quarter 2023 earnings release issued February 1, 2024.

3 Table of Contents • Arrow History and Overview • 4Q 2023 Results and Performance Metrics • Funding Sources, Investments and Liquidity • Non-Interest Income • Loans • Credit Quality • Capital

History and Overview 4

5 Our History 1851 Glens Falls Bank opened for business in a newly constructed building on Ridge Street. 1932 1912 > 1949 Changed name to Glens Falls National Bank and Trust Company. Broke ground at 250 Glen Street — our current headquarters. > 1965 addition 1981 Glens Falls National Bank (GFNB) went public on NASDAQ as GFAL. 1983 Formed Arrow Bank Corporation (now Arrow Financial Corporation) and trading began on NASDAQ as AROW.

6 Our History 1988 Formed Saratoga National Bank and Trust Company (SNB) and expanded footprint 1999 Surpassed $1 billion in assets 2004 2021 Bought its first insurance agency Topped $4 billion in assets. 2018 Consolidated our insurance business into the Upstate Agency brand. 2012 Reached $2 billion in assets. 2001 Added to the Russell 2000 Index

7 Our Profile Insurance Offices Bank Branches 937 • Multi-Bank Holding company • Glens Falls National Bank and Trust Company • Saratoga National Bank and Trust Company • Upstate Agency, LLC • Wealth Management Services • $4.2 billion in assets • 500 plus employees • Primary service area population of more than 1.1 million

8 President and Chief Executive Officer Mr. DeMarco joined the Company in 1987 as a commercial lender and since that time has served in positions of increasing responsibility within the organization. In 2012, he was named President and CEO of Saratoga National Bank. In May 2023, he was named President and CEO of Arrow Financial Corporation and Glens Falls National Bank. He holds a bachelor’s degree in finance from the University of Texas at Austin. Mr. DeMarco is a graduate of the Adirondack Regional Chamber of Commerce’s Leadership Program and the Stonier Graduate School of Banking. He serves as a Director of the Company and its subsidiary banks and sits on the boards of various non-profits dedicated to healthcare and economic development. David S. DeMarco, President and CEO

9 Experienced Leadership Team Mr. Kaiser joined the Company in 2001 as Vice President and Commercial Loan Officer. He served as Corporate Banking Manager and was later promoted to Senior Vice President, before being named Chief Credit Officer in 2011, followed by promotions to Executive Vice President and Senior Executive Vice President. Prior to joining the Company, he spent 15 years in the Capital Region as a Commercial Loan Officer. Mr. Kaiser has a bachelor’s degree in business administration from Siena College. Mr. Kaiser actively serves on boards of numerous community organizations. David D. Kaiser, Senior Executive Vice President and CCO Mr. Ivanov joined the Company in 2023 with more than 30 years of experience in Financial Planning & Analysis, Controllership, SOX, Financial Reporting and Treasury. Mr. Ivanov previously served as CFO for Bankwell Financial Group, helping it almost double in size over six-plus years to $3.3 billion. He has held CFO positions at Darien Rowayton Bank and for Doral Bank’s U.S. Operations. He began his career with Ernst & Young and held accounting/ finance positions at PepsiCo, GE Capital and Bridgewater Associates. Mr. Ivanov holds an MBA and bachelor’s degree in accounting and finance from the University of South Florida. He is also Six Sigma Black Belt certified. Penko Ivanov, Senior Executive Vice President, CFO, Treasurer and CAO Mr. Wise joined the Company in 2016 as Senior Vice President of Administration for Glens Falls National Bank. He has since been promoted to Senior Executive Vice President and Chief Risk Officer of the Company. He has more than 30 years of experience building and leading both community banks and bank-owned insurance agencies. Mr. Wise previously served as Vice President and CISO for The Adirondack Trust Company and acted as Executive Vice President, COO for Wise Insurance Brokers, Inc. He has extensive experience in designing, implementing and managing workflows and delivering operational efficiency. He holds a bachelor’s degree from Boston University’s School of Management. Andrew J. Wise, Senior Executive Vice President and CRO

10 Experienced Leadership Team Ms. Pancoe joined the Company in 2018 as Director of Human Resources. In her current role as Chief Human Resources Officer, she has executive oversight of the Company’s human resource strategies, which includes organizational design and succession planning, talent acquisition and retention, performance management, professional development and compensation and benefits. Prior to joining the Company, Ms. Pancoe held various human resource management roles within the power generation and engineering services industry. Ms. Pancoe holds a bachelor’s degree in psychology from Clark University in Worcester, MA, and an MBA from the University at Albany. In addition, she maintains a certified professional human resources designation. Brooke Pancoe, Executive Vice President, Chief Human Resources Officer Mr. Yrsha joined the Company in 2015. He currently is the Chief Banking Officer and oversees the strategic direction of the Retail Banking unit, which includes retail deposits and lending, business development, consumer payments, business services, municipal banking, as well as small business and retail lending. In addition, Marc oversees the Wealth Management division and Marketing. Prior to joining our Company, Mr. Yrsha spent time in retail leadership, retail and commercial lending at large regional and community banks within the Arrow footprint. Mr. Yrsha is active in the community serving in leadership roles on a variety of boards. He is a graduate of Castleton University in Vermont and the Adirondack Regional Chamber of Commerce’s Leadership Adirondack Program. Marc Yrsha, Senior Executive Vice President, Chief Banking Officer Mr. Jacobs joined Glens Falls National Bank in 2003 as Information Systems Manager. He was later promoted to Senior Vice President and then Executive Vice President. As Chief Information Officer, Mr. Jacobs guides the Company’s strategic technology plans. He has more than 30 years of experience in the community banking industry, having previously served as Operations Manager at Cohoes Savings Bank and Item Processing Manager at Hudson River Bank and Trust. Mr. Jacobs earned a bachelor’s degree in finance from Siena College and an associate degree in business administration from Hudson Valley Community College. Michael Jacobs, Executive Vice President, Chief Information Officer

4Q 2023 Results 11

12 4Q 2023 Summary • Net income of $7.7 million; Earnings per share (EPS) of $0.46 • Non-performing loan (NPL) migration negatively impacted EPS by $0.02 • Deposit balances, excluding brokered CDs, of $3.5 billion, a slight increase from year-end 2022 • Cost of retail deposits averaged 1.88%, ending the quarter at 1.92% • Loans reached a record of $3.21 billion, an increase of $68 million (9% annualized growth) during 4Q23 • Loan yields increased by 16bps from 3Q23 to 4.86% while loan rates reached 5.01% at December 31, 2023 • Net interest margin (NIM) was 2.53% for the quarter; Loans moving to NPL status negatively impacted NIM 5bps • Sold Visa Class B shares for a pre-tax gain of $9.3MM; Recognized a pre-tax loss of $9.2MM on repositioning of investment portfolio (sale of ~$110MM of securities); Reinvestment of proceeds resulted in annual interest income run-rate improvement of over $3MM • Net charge-offs were 0.05%, consistent with prior quarter • Nonperforming assets of $21.5 million or 0.51% of period-end assets; - Includes one large NPL of ~$15M, which is well collateralized and is not expected to result in a loss • Non-interest expense included ~$0.7 million (~$0.03/share) related to remediation efforts from items identified in the 10-K/10-Q delayed filings • ROA of 0.74% and ROE of 8.42%; incremental remediation expenses impacted ROA by 5 bps and ROE by 58 bps • Other Comprehensive Income (OCI) improvement of $19.2 million • Share repurchases resumed in Q4; 113k shares purchased at an average price of ~$24.32 Financial information provided in this document is unaudited. Please refer to the 4Q23 Earnings Release for a reconciliation of any non-GAAP measures.

13 YTD 2023 Summary • Net income of $30.1 million; Earnings per share (EPS) of $1.77 • Loan growth of $224 million, or 7.5% • NIM was 2.65% for 2023; full tax equivalent NIM of 2.67% for 2023 • Tangible Book Value of $21.06, an increase from $19.37 from the prior year • OCI improvement in 2023 of $16.2 million, adding $1.05 to book value per share • Net charge-offs for 2023 were 0.07% as compared to 0.08% for the previous year • Non-interest expense included incremental ~$4.8 million (~$0.22/share) related to the 10-K/10-Q filing delays • ROA of 0.74% and ROE of 8.29%; remediation expenses impacted ROA by 9 bps and ROE by 105 bps Financial information provided in this document is unaudited. Please refer to the 4Q23 Earnings Release for a reconciliation of any non-GAAP measures.

14 4Q23 FY2023 EPS $0.46 $1.77 Net Interest Margin* 2.53% 2.65% Profitability Revenue 33.1 134.0 Return on Average Assets (ROA) 0.74% 0.74% Return on Average Equity (ROE) 8.42% 8.29% $3.21 billion of gross loans 87.1% loan-to-deposit ratio Balance Sheet $3.69 billion in deposits 4.95% wholesale funding ratio 0.97% Allowance for Credit Losses (ACL) 0% digital deposits Paid Cash Dividend of $0.27/share in December Capital $21.06 Tangible Book Value per Share Well Capitalized Results Arrow GFNB SNB Tier 1 Leverage Ratio 9.84% 9.16% 9.58% Common Equity Tier 1 Capital Ratio 13.00% 13.24% 12.48% Tier 1 Risk-Based Capital Ratio 13.66% 13.24% 12.48% *FTE for 4Q23 is 2.55%; FY 2023 is 2.67%

15 4Q 2023 Consolidated Financial Statements 1 Variances are rounded based on actual whole dollar amounts 2 Pre-tax, pre-provision net revenue per share is a non-GAAP metric and excludes provision for loan losses and income tax expense UNAUDITED Dollars in millions, except per share data Linked Quarter Income Statement 4Q23 3Q23 Fav/(Unfav) Var1 Total Interest Income $ 44.3 42.1 2.2 Total Interest Expense 18.7 16.7 (2.0) Net Interest Income 25.6 25.4 0.2 Non-Interest Income 7.5 8.0 (0.5) Non-Interest Expense 23.2 23.5 0.3 Pre-Tax, Pre-Provision Net Revenue2 $ 9.9 9.9 0.0 Provision for Credit Losses $ 0.5 0.4 (0.1) Pre-Tax Income $ 9.4 9.5 (0.1) Income Tax Expense $ 1.7 1.8 0.1 Reported Net Income $ 7.7 7.7 0.0 EPS $ 0.46 0.46 0.00 Balance Sheet 4Q23 3Q23 Var1 Cash & Cash Equivalents $ 142.5 294.7 (152.2) Investment Securities 636.1 666.9 (30.8) Loans Receivable, net 3,181.6 3,107.5 74.1 All Other Assets 209.7 203.8 5.9 Total Assets $ 4,169.9 4,272.9 (103.0) Total Deposits $ 3,687.6 3,666.5 21.1 Total Borrowings 51.6 174.3 (122.7) Other Liabilities 50.9 72.1 (21.2) Total Liabilities $ 3,790.1 3,912.9 (122.8) Equity $ 379.8 360.0 19.8 Total Liabilities & Equity $ 4,169.9 4,272.9 (103.0)

16 4Q 2023 Consolidated Financial Statements 1 Variances are rounded based on actual whole dollar amounts 2 Pre-tax, pre-provision net revenue per share is a non-GAAP metric and excludes provision for loan losses and income tax expense UNAUDITED Dollars in millions, except per share data Comparative Quarter Income Statement 4Q23 4Q22 Fav/(Unfav) Var1 Total Interest Income $ 44.3 35.9 8.4 Total Interest Expense 18.7 5.3 (13.4) Net Interest Income 25.6 30.6 (5.0) Non-Interest Income 7.5 7.2 0.3 Non-Interest Expense 23.2 20.8 (2.4) Pre-Tax, Pre-Provision Net Revenue2 $ 9.9 17.0 (7.1) Provision for Credit Losses $ 0.5 1.4 0.9 Pre-Tax Income $ 9.4 15.6 (6.2) Income Tax Expense $ 1.7 3.5 1.8 Reported Net Income $ 7.7 12.1 (4.4) EPS $ 0.46 0.71 (0.25) Balance Sheet 4Q23 4Q22 Var1 Cash & Cash Equivalents $ 142.5 64.7 77.8 Investment Securities 636.1 757.2 (121.1) Loans Receivable, net 3,181.6 2,953.3 228.3 All Other Assets 209.7 194.3 15.4 Total Assets $ 4,169.9 3,969.5 200.4 Total Deposits $ 3,687.6 3,498.4 189.2 Total Borrowings 51.6 79.9 (28.3) Other Liabilities 50.9 37.7 13.2 Total Liabilities $ 3,790.1 3,616.0 174.1 Equity $ 379.8 353.5 26.3 Total Liabilities & Equity $ 4,169.9 3,969.5 200.4

17 2023 Consolidated Financial Statements 1 Variances are rounded based on actual whole dollar amounts 2 Pre-tax, pre-provision net revenue per share is a non-GAAP metric and excludes provision for loan losses and income tax expense UNAUDITED Dollars in millions, except per share data Comparative Year Income Statement 2023 2022 Fav/(Unfav) Var1 Total Interest Income $ 162.5 129.6 32.9 Total Interest Expense 57.7 11.3 (46.4) Net Interest Income 104.8 118.3 (13.5) Non-Interest Income 29.1 30.9 (1.8) Non-Interest Expense 93.0 81.5 (11.5) Pre-Tax, Pre-Provision Net Revenue2 $ 40.9 67.7 (26.8) Provision for Credit Losses $ 3.4 4.8 1.4 Pre-Tax Income $ 37.5 62.9 (25.4) Income Tax Expense $ 7.4 14.1 6.7 Reported Net Income $ 30.1 48.8 (18.7) EPS $ 1.77 2.78 (1.01)

18 Performance Trends $2.16 $2.23 $2.41 $2.92 $2.86 $1.77 2018 2019 2020 2021 2022 2023 Diluted EPS $14.65 $16.48 $18.32 $20.42 $19.37 $21.06 2018 2019 2020 2021 2022 2023 Fully Diluted Tangible Book Value 13.96% 13.17% 12.77% 14.09% 13.55% 8.29% 2018 2019 2020 2021 2022 2023 Return on Average Equity 1.27% 1.24% 1.17% 1.28% 1.21% 0.74% 2018 2019 2020 2021 2022 2023 Return on Average Assets YTD metrics affected by lower margins and expenses related to delayed filings History of strong earnings and performance metrics

19 Net Interest Margin 2.90% 3.02% 3.14% 3.08% 2.96% 2.61% 2.53% 2.53% 2.49% 2.59% 2.69% 2.79% 2.89% 2.99% 3.09% 1Q22 2Q22 3Q22 4Q22 1Q23 2Q23 3Q23 4Q23 NIM Trend • Full Tax Equivalent NIM 4Q23 2.55% • 2023 Deposit exit rate – 1.92% • NIM expansion in 2024 could be slower due to recent yield curve movement 2.60% 2.53% 2.48% Oct-23 Nov-23 Dec-23 4th Quarter NIM Detail 2.61%* 2.58% *December NIM would have been ~2.61% and Q4 NIM ~2.58%; NIM impacted by ~$450k reversal of interest due to NPL status of CRE loan

20 Net Interest Margin 3.05% 2.99% 2.97% 3.03% 2.65% 4.18% 3.98% 3.97% 4.00% 4.62% 0.67% 0.36% 0.10% 0.27% 1.43% 2019 2020 2021 2022 2023 Net Interest Margin (NIM) Average Loan Yield for the Period Shown Cost of Deposits • 4Q loans originated at average rate of 7.26% • 2023 YTD originations at average rate of 6.80% • Portfolio rate at Dec. 31, 2023 averaged 5.01% • Cost of deposits at Dec. 31, 2023 at 2.04% Rate excludes the impact of deferred fees/loan origination costs 1 1Yield includes the impact of deferred fees and loan origination costs amortization

21 Operating Expenses - Efficiency Trends 56.6% 57.1% 52.8% 54.2% 54.3% 68.8% 60.3% 2.27% 2.22% 2.02% 2.00% 2.01% 2.28% 2018 2019 2020 2021 2022 2023 2023 Efficiency Ratio Net Non-interest Expense / Average Assets Efficiency Ratio trend driven primarily by margin compression and by elevated expenses due to regulatory filing delays $65.1 $67.5 $70.7 $78.0 $81.5 $93.0 $88.2 2018 2019 2020 2021 2022 2023 2023 Non-Interest Expenses (in millions) • Elevated expenses impact ~ 4% • Margin compression impact ~5% • Remainder driven by inflationary cost increases, investments in technology and FDIC insurance • YTD $4.8 million of expenses related to the delayed filings

Funding, Investments and Liquidity 22

23 Deposit Balances – Excl. Brokered CDs 26.5% 25.8% 27.5% 27.0% 25.5% 26.5% 26.6% 27.2% 26.5% 24.6% 26.3% 24.3% 27.1% 25.2% 26.8% 23.3% 47.0% 49.8% 46.2% 48.7% 47.4% 48.3% 46.7% 49.5% 1Q22 2Q22 3Q22 4Q22 1Q23 2Q23 3Q23 4Q23 Axis Title Non-Municipal Municipal Business Dollars in billions $3.72 $3.55 $3.80 $3.50 $3.55 $3.50 $3.67 $3.51 • Stable deposit franchise with diverse funding sources • Municipal deposits are from county and local governments, including school, water, fire, sewer districts and housing authorities • $175M in brokered deposit balances obtained in Q4 2023, excluded from chart • Subject to 3-yr swap arrangement • No digital (e.g. bitcoin, etc.) deposit balances

24 Deposit Balances – Excl. Brokered CDs 21.8% 23.3% 24.1% 23.9% 22.3% 21.8% 21.8% 21.5% 31.1% 29.5% 29.3% 28.5% 27.0% 24.4% 25.1% 22.8% 42.3% 42.4% 41.7% 41.6% 42.2% 43.3% 40.8% 41.8% 4.8% 4.8% 4.9% 6.0% 8.5% 10.5% 12.3% 13.9% 1Q22 2Q22 3Q22 4Q22 1Q23 2Q23 3Q23 4Q23 Axis Title Deposit Balances Time Deposits Savings Deposits Interest-Bearing Checking Noninterest-Bearing Dollars in billions $3.72 $3.55 $3.80 $3.50 $3.55 $3.50 $3.67 $3.51 • Deposit franchise with diverse product offerings and long-standing customer base • No lasting impact on deposits from high-profile bank defaults earlier in the year • Deposit balances at year-end 2023 exceed year-end 2022 balances

25 Funding Sources and Rates • 2023 cost of deposits increased significantly • Deposit Beta through current rate cycle 1Q 2022 to 4Q 2023 is 47% • CD and Money Market specials are currently priced at 5% or less Dollars in millions Market rates and competition continue to impact deposit pricing Balance Rate Balance Rate Balance Rate Balance Rate Demand (Non-Interest Bearing) $ 297 0.00% $ 453 0.00% $ 8 0.00% $ 758 0.00% Interest Bearing Checking 320 0.05% 212 3.56% 267 0.10% 800 1.00% Savings and Money Market 702 1.00% 262 3.31% 502 4.84% 1,466 2.73% Time Deposits 419 4.09% 27 4.01% 42 3.28% 488 4.01% Total Deposits $ 1,738 1.40% $ 955 1.81% $ 819 3.17% $ 3,513 1.92% Brokered CD's - Net of Swap Effect 175 4.48% Other Borrowings 32 4.09% Junior Subordinated Obligations - TRUPS 20 3.43% Total Deposits and Borrowings $ 1,738 1.40% $ 955 1.81% $ 819 3.17% $ 3,739 2.07% Consumer Business Municipal Total

26 Duration Wtd Avg Remaining LifeCurrent Book Value Market ValueCategoy Unrealized Gain / (Loss) Book Yield • Unrealized Losses decreased by ~$31MM to ~$45MM during 4Q 2024 • ~$9MM of losses realized during 4Q ’24 as a result of portfolio repositioning activity • ~$22MM reduction in unrealized losses as a result of changes in market rates and other portfolio activity • Book yield increased from 2.00% to 2.33% and duration decreased from 3.00 to 2.68 during 4Q 2023 Investment Portfolio 1 1 Unrealized Gain/(Loss) on HTM for informational purposes only – not reflected in OCI Dollars in thousands December 31, 2023 243$ 5.07% 1.08 1.02 (7,075) Agency CMO Municipal - Local Other Total AFS Market Value 152,925 107,253 15,197 3,114 2,954 15,197 280 800 497,769$ 5,590$ US Treasuries 73,761$ 74,004$ Category 2.68 7,291 6,864 (427) 3.91% 297,870 262,896 (34,974) 1.61% Unrealized Gain / (Loss)1 Book Yield 1.99% Current Book Value 160,000 Total Investments US Agencies 280 1,000 540,202$ 5,831$ Agency MBS (44,991)$ 7.12% 8.35% 2.24% 2.41% 2.61% 128,837$ Agency MBS Agency CMO Municipal Municipal - Local Total HTM 105,096 131,395$ 0 (200) (42,433)$ (241)$ (160) Duration 1.83 4.03 3.98 3.02 Wtd Avg Remaining Life 1.91 4.70 4.71 1.55 0.75 1.48 3.15 5.75 3.38 1.85 2.18 1.62 0.75 1.54 3.15 4.32 2.97 1.72 1.98 671,597$ 626,606$ 2.40% 5.08% 2.71% 2.33% (2,157) 0 (2,558)$

27 Liquidity FDIC Insured Deposits ~70% Uninsured Deposits ~30% Total Deposits = $3.7 billion • ~ $2.6 billion in deposits are insured • ~ 9% on-balance sheet liquidity (cash and unencumbered AFS securities) • Over $200M of unencumbered securities at December 31, 2023 • Available Borrowing Capacity: Brokered Deposits $0.8 billion Borrowing Capacity1 $1.4 billion $2.2 billion • Liquidity and borrowing capacity provide in excess of 2X coverage of uninsured deposits • National Listing Services also available as additional sources of liquidity • Securities, Mortgage and Auto Loan Portfolios provide steady source of cash flow 1 FHLB, FRB and other bank lines Ample coverage of uninsured deposits Uninsured deposit accounts consist of municipal, business and high net worth individuals – many of which have a broad and deep banking relationship with Arrow

Non-Interest Income 28

29 4Q Non-Interest Income • Other Operating Income includes bank-owned life insurance (BOLI) - Q3 included receipt of BOLI policy payouts • Wealth Management and Insurance revenues relatively stable Dollars in thousands December 31, 2023 September 30, 2023 Fees for Other Services to Customers $ 2,725 $ 2,761 Fiduciary Activities/Wealth Management 2,363 2,378 Insurance Commissions 1,723 1,695 Other Operating Income 673 1,212 Total Noninterest Income $ 7,484 $ 8,046 Three Months Ended

30 YTD Non-Interest Income • Decrease in fee income related to post-pandemic slowdown in consumer use of debit cards • Decease in Other Operating Income is due to reduction of income in equity and non-marketable securities partially offset by bank-owned life insurance (BOLI) • Wealth Management and Insurance revenues relatively stable Dollars in thousands December 31, 2023 December 31, 2022 Fees for Other Services to Customers $ 10,798 $ 11,626 Fiduciary Activities/Wealth Management 9,444 9,711 Insurance Commissions 6,498 6,463 Other Operating Income 2,377 3,098 Total Noninterest Income $ 29,117 $ 30,898 Year Ended

31 Wealth Management • $1.76 Billion Assets Under Management (AUM) as of December 31, 2023 • 2023 AUM increased ~$157 million (9.8%) • Net account activity increased AUM by ~$33 million • Market performance increased AUM by ~$124 million • 4Q 2023 AUM increased by ~$136 million (8.3%) • Net account activity increased AUM by ~$2 million • Market performance increased AUM by ~$134 million • Services • Asset Management Accounts • Employer Retirement Plans • Brokerage Services (offered through LPL Financial) • Revenue • 2022 Revenue was $10.3 million on average AUM of ~$1.73B while S&P declined ~20% • 2023 Revenue was $10.0 million on average AUM of ~$1.68B while S&P increased ~24% • 2023 Revenue impacted by shift to fixed income accounts with lower fee structure • Trust and Estate Management • Individual Retirement Plans

32 Insurance • Upstate Agency - Headquartered in South Glens Falls, NY - Total of 9 locations in New York (Capital Region, North Country) - 39 employees - Majority of policyholders reside within our geographic footprint • Insurance Products - Personal, Commercial and Employee Benefit Plans • Revenue • 2022 Revenue of $6.5 million • 4Q23 Revenue of $1.7 million, in line with 4Q22 • 2023 Revenue of $6.5 million

Loans 33

34 Loan Balances $2.20 $2.39 $2.37 $2.58 $2.98 $3.21 2018 2019 2020 2021 2022 2023 Consistent Loan Growth 2023 balance excludes $5.8 million FV mark to loan balances Excludes PPP loans Dollars in billions • 4Q23 loan growth of $68 million; ~9% annualized growth rate • 2023 loan growth of $224 million, or 7.5% ~8% CAGR

35 $305 $301 $312 $312 $316 $334 $345 $350 $350 $344 $352 $354 $357 $393 $407 $412 $431 $442 $441 $455 $468 $497 $507 $519 $529 $544 $860 $861 $893 $921 $921 $977 $1,031 $1,056 $1,065 $1,073 $1,088 $1,108 $1,112 $923 $908 $911 $930 $946 $967 $1,012 $1,051 $1,071 $1,081 $1,111 $1,148 $1,194 4Q20 1Q21 2Q21 3Q21 4Q21 1Q22 2Q22 3Q22 4Q22 1Q23 2Q23 3Q23 4Q23 Residential Real Estate Consumer Commercial Real Estate (CRE) Commercial (C&I) $2,595 $2,639 $2,644 $2,655 $2,668 $2,737 $2,845 $2,925 $2,983 $3,005 $3,070 $3,139 $3,207 Loan Balances Dollars in millions Consistent Loan Growth Across Multiple Portfolios Commercial real estate excludes owner-occupied real estate loans Owner-occupied real estate shown as part of the C&I portfolio RRE and therefore total loans do not include FV hedge mark of $5.8M

36 Loan Yields Steadily Increasing $2.60 $2.64 $2.64 $2.66 $2.67 $2.74 $2.85 $2.93 $2.98 $3.01 $3.07 $3.14 $3.21 3.94%3.90%4.04%4.08% 3.82%3.90%3.85% 4.09%4.13% 4.32% 4.57%4.70%4.86% 4Q20 1Q21 2Q21 3Q21 4Q21 1Q22 2Q22 3Q22 4Q22 1Q23 2Q23 3Q23 4Q23 Loan Portfolio Yields experiencing meaningful increase during 2023 Loan Balance Average Loan Portfolio Yield for the Periods Shown Dollars in billions Pre 2020 4.93% 2020 4.30% 2021 3.85% 2022 4.73% 2023 6.80% Rate by Vintage • ~47% of balances are 2022-2023 vintages • Loan rates averaged 5.01% as of December 31, 2023 1Yield includes the impact of deferred fees and loan origination costs amortization 1

37 Loan Portfolio Composition Commercial (C&I) 11.2% Commercial Real Estate 16.9% Consumer 34.6% Residential Real Estate 37.3% • No single relationship represents more than ~1.75% of total loans as of December 31, 2023 • CRE concentration ratio of ~126% of risk-based capital • C&I portfolio can be a source of deposit growth Total Loan Portfolio ~ $3.21 billion Commercial (C&I) includes owner-occupied real estate loans

38 Consumer Loan Portfolio $860 $861 $893 $921 $921 $977 $1,031 $1,056 $1,065 $1,073 $1,088 $1,108 $1,108 3.95% 3.94% 3.92% 3.93% 3.87% 3.84% 3.83% 4.10% 4.02% 4.26% 4.61% 4.83% 5.11% 4Q20 1Q21 2Q21 3Q21 4Q21 1Q22 2Q22 3Q22 4Q22 1Q23 2Q23 3Q23 4Q23 Period-End Loan Balance Average Loan Portfolio Yield for the Period Shown Dollars in millions • 99.6% of the portfolio, or $1.08 billion are collateralized auto loans; only $4 million in unsecured personal loans • Auto loans sourced through a network of 475+ dealers in New York and Vermont with customers extending beyond those states • Loans are underwritten/credit scored by Arrow • Essentially 100% of auto loans are fully amortizing, fixed rate loans • > 73% of auto loan balances have customers with FICO scores >700 • Average portfolio FICO score is 740; Average debt to income ratio ~31%; average LTV is 87% • Annual losses over last 5 years were 9-20 bps • ~29% new, ~71% used vehicles exposure 2 1Yield includes the impact of deferred fees and loan origination costs amortization 2 Based on MSRP or used National Automobile Dealers Association (NADA) retail value at time of origination 1 Portfolio rates meaningfully increasing December 31, 2023 - 5.55% Rate excludes the impact of deferred fees/loan origination costs

39 Commercial Real Estate Portfolio $393 $407 $412 $431 $442 $441 $455 $468 $497 $507 $519 $529 $543 3.66% 4.90% 5.08% 5.19% 4.88% 4Q20 1Q21 2Q21 3Q21 4Q21 1Q22 2Q22 3Q22 4Q22 1Q23 2Q23 3Q23 4Q23 Period-End Loan Balance Average Loan Portfolio Yield for the Period Shown Dollars in millions • Decline in yield is primarily the result of $0.5MM of interest reversal from loan entering non-accrual status • Excluding interest reversal 4Q ‘23 yield would be 5.13% • CRE loans extended to businesses / borrowers primarily located in our regional market area • No CRE exposure to large metropolitan areas – e.g. , no NYC exposure • As of December 31, 2023: – ~$365 million or ~ 67% of loans have rates tied to market indices, such as Prime, SOFR or FHLBNY – ~$57 million of CRE loans will reprice within next 12 months – ~$36 million of fixed rate loans mature within 12 months – Total non-owner occupied Office exposure accounted for ~11% of CRE and ~2% of total loans – Total non-owner occupied Retail exposure accounted for ~15% of CRE and ~3% of total loans outstanding – Total Hotels and Motels exposure accounted for ~23% of CRE and ~4% of total loans outstanding – The majority of the remaining CRE exposure is comprised of multi-family and other residential investment properties 1 Yield includes the impact of deferred fees and loan origination costs amortization Commercial real estate excludes owner-occupied real estate loans 1 Portfolio rates trending upward December 31, 2023 - 5.31% Rate excludes the impact of deferred fees/loan origination costs

40 Commercial (C&I) Portfolio $305 $301 $312 $312 $316 $334 $346 $350 $350 $344 $352 $354 $359 4.17% 4.35% 4.57% 4.89% 5.38% 4Q20 1Q21 2Q21 3Q21 4Q21 1Q22 2Q22 3Q22 4Q22 1Q23 2Q23 3Q23 4Q23 Period-End Loan Balance Average Loan Portfolio Yield for the Period Shown Dollars in millions • 4Q23 yields impacted positively by ~20 bps from non-recurring fees • C&I loans extended to businesses/ borrowers primarily located in our regional market area • C&I Portfolio a potential source for deposit acquisition • As of December 31, 2023: – ~$205 million or ~57% of loans have rates tied to market indices, such as Prime, SOFR or FHLBNY – ~$33 million of C&I loans will reprice within next 12 months – Only ~$8 million of fixed rate loans mature within 12 months 1Yield includes the impact of deferred fees and loan origination costs amortization Commercial (C&I) includes owner-occupied real estate loans 1 Portfolio rates on strong upward trend December 31, 2023 – 5.10% Rate excludes the impact of deferred fees/loan origination costs

41 Residential Real Estate Loans $923 $908 $911 $930 $946 $967 $1,012 $1,051 $1,071 $1,081 $1,111 $1,148 $1,194 3.83% 3.79% 3.77% 3.76% 3.73% 3.71% 3.70% 3.78% 3.80% 4.10% 4.17% 4.25% 4.52% 4Q20 1Q21 2Q21 3Q21 4Q21 1Q22 2Q22 3Q22 4Q22 1Q23 2Q23 3Q23 4Q23 Period-End Loan Balance Average Loan Portfolio Yield for the Period Shown Dollars in millions • 4Q23 yields include ~6bps related to FV balance sheet hedge • One-to-four family residential real estate secured by first or second mortgages on residences and home equity lines located in our market area • LTV generally does not exceed 80% at time of origination (lower of purchase price or appraised value) • Loans exceeding 80% LTV at origination require private mortgage insurance or other guarantees • ~ $94MM, or 8%, of residential loan portfolio is for construction purposes • ~9% of the portfolio are home equity loans and lines • As of December 31, 2023: • ~20% of portfolio subject to adjustable rates • ~80% of portfolio is fixed 4Q23 balance excludes $5.8 million FV mark to loan balances 1Yield includes the impact of deferred fees and loan origination costs amortization 1 As of December 31, 2023, the average Residential Mortgage portfolio rate was ~4.05% and the Home Equity Line portfolio rate was ~7.44%, resulting in overall portfolio rate of ~4.34% Rates exclude the impact of deferred fees/loan origination costs

Credit Quality and Capital 42

43 Credit Quality 0.25% 0.44% 0.40% 0.37% 0.21% 0.20% 0.66% 2020 2021 2022 1Q23 2Q23 3Q23 4Q23 Non-Performing Loans (NPL) / Gross Loans Dollars in millions $6.4 $11.7 $12.0 $11.2 $7.1 $6.9 $21.2 • ~$15.3M Commercial Loan relationship migrated to NPL status in Q4 • Collateral position strong. No loss anticipated • ACL of 0.97% available to address potential credit issues • Charge-offs were 7bps in 2023; down from 8bps in 2022 NPLs predominantly well collateralized • New NPL • One relationship • Well collateralized • No specific reserve required 0.48% 0.18%

44 Fully Diluted Tangible Book Value (TBV) Increasing TBV in challenging industry environment

45 Capital Position 9.80% 13.32% 14.01% 15.08% 8.37% 9.84% 13.00% 13.66% 14.74% 8.60% 4.00% 4.50% 6.00% 8.00% 0% 1% 2% 3% 4% 5% 6% 7% 8% 9% 10% 11% 12% 13% 14% 15% 16% Tier 1 Leverage Ratio Common Equity Tier 1 Capital Tier 1 Risk-Based Capital Total Risk-Based Capital Tangible Common Equity Capital Ratios – Arrow Minimum Regulatory Capital Ratios 2023 2022 Strong Capital Ratios

46 Financial Snapshot 2018 2019 2020 2021 2022 2023 Total assets $2,988,334 $3,184,275 $3,688,636 $4,027,952 $3,969,509 $4,169,868 Loans $2,196,215 $2,386,120 $2,595,030 $2,667,941 $2,983,207 $3,212,908 Loan-to-deposit ratio 93.6% 91.2% 80.2% 75.1% 85.3% 87.1% Return on average assets 1.27% 1.24% 1.17% 1.28% 1.21% 0.74% Efficiency ratio 56.60% 57.08% 52.80% 54.16% 54.26% 68.81% Net interest margin 3.07% 3.05% 2.99% 2.97% 3.03% 2.65% Tier 1 Leverage Ratio 9.61% 9.98% 9.07% 9.20% 9.80% 9.84% Return on average equity 13.96% 13.17% 12.77% 14.09% 13.55% 8.29% Tangible book value per share $15.09 $16.98 $18.87 $21.03 $19.95 $21.06 Net interest income $84,018 $88,049 $99,202 $110,355 $118,343 $104,832 Net income $36,279 $37,475 $40,827 $49,857 $48,799 $30,075 EPS (fully diluted) $2.24 $2.28 $2.48 $3.00 $2.94 $1.77 Dollars in thousands, except per share amounts

Thank You

Cover Page		12 Months Ended
Cover Page	Jan. 31, 2024	Dec. 31, 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
Current Fiscal Year End Date		--12-31
Document Period End Date	Jan. 31, 2024