Arrow Financial Corporation · NASDAQ:AROW
Arrow Financial — Merger or Acquisition (February 2026)
14 slides from Arrow Financial's merger presentation, Feb 26, 2026
Slide 1: Announcing the Strategic Acquisition of Adirondack Bancorp, Inc.
Announcing the Strategic Acquisition of Adirondack Bancorp, Inc. February 26, 2026
Slide 2: Disclaimer: Cautionary Notes on Forward Looking Statements
Disclaimer Cautionary Notes on Forward Looking Statements This presentation includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
Slide 3: Disclaimer: Additional Information and Where to Find It
Disclaimer Additional Information and Where to Find It In connection with the proposed transaction, Arrow will file a registration statement on Form S-4 with the SEC to register the shares of Arrow common stock to be issued in connection with the proposed transaction. The registration statement will
Slide 4: Transaction Rationale
Transaction Rationale • Natural extension of our growth strategy • Market expansion with addition of high quality, low-cost deposit franchise Compelling • Creates the #4 community bank ranked by assets in Upstate New York(1) • Entry into the Utica and Syracuse MSAs as well as Franklin County – exten
Slide 5: Overview of Adirondack Bancorp, Inc.
Overview of Adirondack Bancorp, Inc. Franchise & Market Highlights Financial Highlights(1) 1Q25 2Q25 3Q25 4Q25 2025Y • Subsidiary: Adirondack Bank; Headquarters: Utica, NY Balance Sheet ($M) • Operates 19 branches and 1 LPO across Upstate and Total Assets $994 $960 $1,002 $942 $942 Central New York
Slide 6: Pro Forma Company Snapshot
Pro Forma Company Snapshot Geographic Footprint(1) Pro Forma Financial Highlights(2) Arrow Financial Corp. (38) Adirondack Bancorp, Inc. (20) $5.5B Total Assets $4.9B Total Deposits $4.1B Gross Loans $431M Tangible Common Equity 8.0% TCE / TA 11.9% CET1 Ratio 8.8% Leverage Ratio 13.8% Total RBC Rati
Slide 7: Pro Forma Loan & Deposit Composition
Pro Forma Loan & Deposit Composition Pro Forma(1) Consumer & OO- C&I Consumer C&I Consumer Other CRE 17.4% C&I & Other 5.9% & Other 32.1% 8.4% Loan Composition 3.9% 1.0% OO- 27.3% NOO- CRE OO- CRE 6.8% CRE 13.7% 6.6% NOO- NOO- Multifa CRE CRE mily 11.6% 11.2% 5.8% Multifa C&D 1-4 mily 1-4 Multifa 1-
Slide 8: Credit Quality and Due Diligence Review
Credit Quality and Due Diligence Review Net Charge-Offs / Average Loans (%) Diligence Focus Areas AROW Adirondack Peak NCOs: 0.19% Peak NCOs: 0.20% Credit Review Financials, 0.19% Accounting & Tax 0.01% Interest Rate Securities Management Portfolio 2016Y 2017Y 2018Y 2019Y 2020Y 2021Y 2022Y 2023Y 202
Slide 9: Transaction Structure & Overview
Transaction Structure & Overview Acquiror / Target Arrow Financial Corporation (NASDAQ: AROW) / Adirondack Bancorp, Inc. Implied Transaction Value(1) $89.1 million or $82.79 per share Fixed exchange ratio of 1.8610 shares of AROW stock and $18.72 in cash per share of Consideration Adirondack Bancorp
Slide 10: Key Transaction Assumptions
Key Transaction Assumptions Merger Costs $29.8 million pre-tax; $23.0 million after-tax 45.0% of Adirondack Bancorp, Inc.’s non-interest expense base Cost Savings ▪ 75% realized in 2026 and 100% thereafter ▪ AROW assumes consensus analyst estimates for 2026 and 2027, with an assumed long-term growth
Slide 11: Pro Forma Financial Impact
Pro Forma Financial Impact ’27E GAAP EPS ’27E Cash EPS TBVPS TBVPS IRR Accretion(1) Accretion(1)(2) Dilution Earnback(3) Financially Attractive 18.1% 12.8% (9.1%) 2.9 yrs 20% LLR / Gross TCE / TA Leverage CET1 Total RBC Loans Well-Capitalized & Well-Reserved 8.0% 8.8% 11.9% 13.8% 1.05% 2027E ROAA(4)
Slide 12: Appendix
Appendix ARROW Financial Corporation
Slide 13: EPS & Goodwill Reconciliation
EPS & Goodwill Reconciliation Illustrative 2027 EPS Accretion Goodwill Reconciliation Projected at Closing (6/30/2026) $ in thousands $ in thousands GAAP Cash AROW Net Income $59,900 $59,900 Aggregate Deal Value $89,107 Adirondack Net Income $4,876 $4,876 Adirondack Common Equity 68,804 Net Amortiza
Slide 14: Thank you!
Thank you! =\RROW Financial Corporation
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