ARROW FINANCIAL CORP
For the period ended Dec 31, 2024. Filed Mar 14, 2025.
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FY2024 · Filed Mar 14, 2025
AROW$39.11+1.7%Stored close · as of Nov 9, 2026
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Exhibit Index
The following exhibits are incorporated by reference herein.
| ExhibitNumber | Exhibit |
| 3.(i) | Certificate of Incorporation of the Registrant as Amended through June 3, 2019, incorporated herein by reference from the Registrant’s Current Report on Form 8-K, filed June 5, 2019, Exhibit 3.1 |
| 3.(ii) | By-laws of the Registrant, as amended, incorporated herein by reference from the Registrant’s Current Report on Form 8-K filed on February 1, 2024, Exhibit 3.1 |
| 4.1 | Amended and Restated Declaration of the Trust by and among U.S. Bank National Association, as Institutional Trustee, the Registrant, as Sponsor and certain Administrators named therein, dated as of July 23, 2003, relating to Arrow Capital Statutory Trust II, incorporated herein by reference from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, Exhibit 4.1 |
| 4.2 | Indenture between the Registrant, as Issuer, and U.S. Bank National Association, as Trustee, dated as of July 23, 2003, incorporated herein by reference from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, Exhibit 4.2 |
| 4.3 | Placement Agreement by and among the Registrant, Arrow Capital Statutory Trust II and SunTrust Capital Markets, Inc., dated July 23, 2003, incorporated herein by reference from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, Exhibit 4.3 |
| 4.4 | Guarantee Agreement by and between the Registrant and U.S. Bank National Association, dated as of July 23, 2003, incorporated herein by reference from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, Exhibit 4.4 |
| 4.5 | Amended and Restated Trust Agreement among the Registrant, as Depositor, Wilmington Trust Company, as Property Trustee, Wilmington Trust Company, as Delaware trustee, and certain Administrators named therein, dated as of December 28, 2004, relating to Arrow Capital Statutory Trust III, incorporated herein by reference from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004, Exhibit 4.6 |
| 4.6 | Junior Subordinated Indenture between the Registrant, as Issuer, and Wilmington Trust Company, as Trustee, dated as of December 28, 2004, incorporated herein by reference from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004, Exhibit 4.7 |
| 4.7 | Placement Agreement among the Registrant, Arrow Capital Statutory Trust III and SunTrust Capital Markets, Inc., dated December 28, 2004, incorporated herein by reference from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004, Exhibit 4.8 |
| 4.8 | Guarantee Agreement between the Registrant and Wilmington Trust Company, dated as of December 28, 2004, incorporated herein by reference from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004, Exhibit 4.9 |
| 4.9 | Description of the Company's Securities |
| 10.1 | 2022 Long Term Incentive Plan of the Registrant, incorporated herein by reference from the Registrant’s Definitive Proxy Statement on Schedule 14A filed on March 25, 2022 as Annex A* |
| 10.2 | Profit Sharing Plan of the Registrant, as amended, incorporated herein by reference from the Registrant’s Annual Report filed on Form 10-K for the year ended December 31, 2008, Exhibit 10.6* |
| 10.3 | Directors’ Deferred Compensation Plan of the Registrant, as amended and restated, incorporated herein by reference from the Registrant’s Annual Report filed on Form 10-K for the year ended December 31, 2008, Exhibit 10.7* |
| 10.4 | Arrow Financial Corporation Directors’ Stock Plan, incorporated herein by reference from the Registrant’s Definitive Proxy Statement on Schedule 14A filed on September 13, 2023, Appendix A* |
| 10.5 | Select Executive Retirement Plan of the Registrant for benefits accrued or vested after December 31, 2004, as amended and restated, incorporated herein by reference from the Registrant’s Annual Report filed on Form 10-K for the year ended December 31, 2008, Exhibit 10.9* |
| 10.6 | Select Executive Retirement Plan of the Registrant for benefits accrued or vested after December 31, 2004, as amended and restated, incorporated herein by reference from the Registrant’s Annual Report filed on Form 10-K for the year ended December 31, 2008, Exhibit 10.9* |
| 10.7 | Short Term Incentive Plan of the Registrant, as amended, incorporated herein by reference from the Registrant’s Annual Report filed on Form 10-K for the year ended December 31, 2008, Exhibit 10.12* |
| 10.8 | 2025 Employment Agreement between the Registrant and David S. DeMarco, President and Chief Executive Officer, incorporated herein by reference from the Registrant's Current Report on Form 8-K , filed February 10, 2025, Exhibit 10.1* |
| ExhibitNumber | Exhibit |
| 10.9 | 2025 Employment Agreement between the Registrant and Penko K. Ivanov, Executive Vice President, Treasurer and Chief Financial Officer, incorporated herein by reference from the Registrant's Current Report on Form 8-K, filed February 10, 2025, Exhibit 10.2* |
| 10.9 | 2025 Employment Agreement between the Registrant and David D. Kaiser, Senior Executive Vice President, incorporated herein by reference from the Registrant's Current Report on Form 8-K , filed February 10, 2025, Exhibit 10.3* |
| 10.10 | 2025 Employment Agreement between the Registrant and Andrew J. Wise, Chief Risk Officer and Senior Executive Vice President, incorporated herein by reference from the Registrant's Current Report on Form 8-K , filed February 10, 2025, Exhibit 10.4* |
| 10.11 | 2025 Employment Agreement between the Registrant and Marc J.. Yrsha, Executive Vice President, Chief Banking Officer, incorporated herein by reference from the Registrant's Current Report on Form 8-K, filed February 10, 2025, Exhibit 10.5* |
| 10.13 | 2013 Long Term Incentive Plan of the Registrant, incorporated herein by reference from the Registrant’s Definitive Proxy Statement on Schedule 14A filed on March 20, 2013 as Appendix A* |
| 10.14 | Form of Incentive Stock Option Certificate (Employee Award) of the Registrant incorporated herein by reference from the Registrant’s Annual Report filed on Form 10-K for the year ended December 31, 2013, Exhibit 10.15* |
| 10.15 | Form of Non-Qualified Stock Option Certificate (Employee Award) of the Registrant Form of Non-Qualified Stock Option Certificate (Employee Award) of the Registrant incorporated herein by reference from the Registrant’s Annual Report filed on Form 10-K for the year ended December 31, 2013, Exhibit 10.16* |
| 10.16 | Form of Non-Qualified Stock Option Certificate (Director Award) of the Registrant incorporated herein by reference from the Registrant’s Annual Report filed on Form 10-K for the year ended December 31, 2013, Exhibit 10.17* |
| 10.16 | Form of Restricted Stock Unit Award Agreement of the Registrant incorporated herein by reference from the Registrant’s Annual Report filed on Form 10-K for the year ended December 31, 2021, Exhibit 10.16* |
| 10.17 | Amendment dated October 18, 2013 to Registrant’s Select Executive Retirement Plan for benefits accrued or vested after December 31, 2004, as amended and restated, incorporated herein by reference from the Registrant’s Annual Report filed on Form10-K for the year ended December 31, 2013, Exhibit 10.18* |
| 10.18 | Amendment dated January 1, 2018 to Registrant's Select Executive Retirement Plan, incorporated herein, by reference from the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, Exhibit 10.1* |
| 14 | Financial Code of Ethics, incorporated herein by reference from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003, Exhibit 14 |
The following exhibits are submitted herewith:
| ExhibitNumber | Exhibit |
| 19.1 | Arrow Financial Corporation Policy on Insider Trading - January 2024 |
| 21 | Subsidiaries of Arrow Financial Corporation |
| 23.1 | Consent of Independent Registered Public Accounting Firm |
| 23.2 | Consent of Independent Registered Public Accounting Firm |
| 31.1 | Certification of Chief Executive Officer under SEC Rule 13a-14(a)/15d-14(a) |
| 31.2 | Certification of Chief Financial Officer under SEC Rule 13a-14(a)/15d-14(a) |
| 32 | Certification of Chief Executive Officer under 18 U.S.C. Section 1350 and Certification of Chief Financial Officer under 18 U.S.C. Section 1350 |
| 97.1 | Arrow Financial Corporation Clawback Policy (Adopted as of December 1, 2023) |
| 101.INS | XBRL Instance Document |
| 101.SCH | XBRL Taxonomy Extension Schema Document |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | XBRL Taxonomy Extension Labels Linkbase Document |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
- Management contracts or compensation plans required to be filed as an exhibit.
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