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UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL INFORMATION
The following unaudited pro forma condensed combined financial information is based on the historical financial statements of Arrow and Adirondack, and has been prepared to illustrate the financial effect of the Merger. The following unaudited pro forma condensed combined financial information combines the historical consolidated financial position and results of operations of Arrow and its subsidiaries and of Adirondack and its subsidiaries, as an acquisition by Arrow of Adirondack using the acquisition method of accounting (Accounting Standards Codification (ASC) 805 “Business Combinations”) and giving effect to the related pro forma adjustments described in the accompanying notes. Under the acquisition method of accounting, the assets and liabilities of Adirondack will be recorded by Arrow at their respective fair values as of the date the Merger was completed. The pro forma financial information should be read in conjunction with Arrow’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026 and Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which are incorporated by reference herein, and Adirondack’s quarterly results for the fiscal quarter ended March 31, 2026 and annual results for the fiscal year ended December 31, 2025, which are included herein.
The unaudited pro forma condensed combined financial information set forth below assumes that the Merger was consummated on January 1, 2025 for purposes of the unaudited pro forma condensed combined statements of income and March 31, 2026 for purposes of the unaudited pro forma condensed combined balance sheet and gives effect to the Merger, for purposes of the unaudited pro forma condensed combined statements of income, as if it had been effective during the entire period presented.
These unaudited pro forma condensed combined financial statements reflect the Merger based upon estimated preliminary acquisition accounting adjustments. Actual adjustments will be made as of the effective date of the Merger and, therefore, may differ from those reflected in the unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed combined financial statements included herein are presented for informational purposes only and do not necessarily reflect the financial results of the combined company had the companies actually been combined at the beginning of each period presented. The adjustments included in these unaudited pro forma condensed financial statements are preliminary and may be revised. This information also does not reflect the benefits of the expected cost savings, expense efficiencies or any potential balance sheet restructuring, opportunities to earn additional revenue, potential impacts of current market conditions on revenues, or asset dispositions, among other factors, and includes various preliminary estimates and may not necessarily be indicative of the financial position or results of operations that would have occurred if the Merger had been consummated on the date or at the beginning of the period indicated or which may be attained in the future. The unaudited pro forma condensed combined financial statements and accompanying notes should be read in conjunction with and are qualified in their entirety by reference to the historical consolidated financial statements and related notes thereto of Arrow and its subsidiaries and of Adirondack and its subsidiaries. Such information and notes thereto are incorporated by reference herein.
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| March 31, 2026 (Dollars In Thousands) |
| Arrow Financial Corporation | | Adirondack Bancorp, Inc. | | Proforma Adjustments | Foot-notes | Pro Forma Combined |
| ASSETS | | | | | | | |
| Cash and Cash Equivalents | $ | 285,606 | | | $ | 54,880 | | | $ | (28,993) | | 1 | $ | 311,493 | |
| Investments | 594,566 | | | 297,423 | | | — | | | 891,989 | |
| Loans | 3,438,966 | | | 610,924 | | | (21,706) | | 2 | 4,028,184 | |
| Allowance for Credit Losses | (34,055) | | | (4,702) | | | (976) | | 3 | (39,733) | |
| Net Loans | 3,404,911 | | | 606,222 | | | (22,682) | | | 3,988,451 | |
| Goodwill | 23,789 | | | 2,023 | | | 44,585 | | 4 | 70,397 | |
| Core Deposit Intangibles | 677 | | | — | | | 16,387 | | 5 | 17,064 | |
| Other Assets | 212,470 | | | 50,048 | | | 10,734 | | 6 | 273,252 | |
| Total Assets | $ | 4,522,019 | | | 1,010,596 | | | 20,031 | | | $ | 5,552,646 | |
| LIABILITIES | | | | | | | |
| Noninterest-Bearing Deposits | $ | 721,734 | | | 336,557 | | | — | | | $ | 1,058,291 | |
| Interest-Bearing Deposits | 3,292,205 | | | 586,159 | | | (396) | | 7 | 3,877,968 | |
| Total Deposits | 4,013,939 | | | 922,716 | | | (396) | | | 4,936,259 | |
| Borrowings | 4,265 | | | — | | | — | | | 4,265 | |
| Junior Subordinated Obligations Issued to Unconsolidated Subsidiary Trusts | 20,000 | | | 8,248 | | | — | | | 28,248 | |
| Other liabilities | 43,672 | | | 14,189 | | | 7,786 | | 8 | 65,647 | |
| Total Liabilities | 4,081,876 | | | 945,153 | | | 7,390 | | | 5,034,419 | |
| STOCKHOLDERS’ EQUITY | | | | | | | |
| Preferred Stock | — | | | — | | | — | | | — | |
| Common Stock and Additional Paid-in Capital | 436,498 | | | 12,920 | | | 68,266 | | 9 | 517,684 | |
| Retained Earnings | 110,804 | | | 68,970 | | | (72,072) | | 10 | 107,702 | |
| Treasury Stock | (102,395) | | | (4,267) | | | 4,267 | | 11 | (102,395) | |
| Accumulated Other Comprehensive Loss | (4,764) | | | (12,180) | | | 12,180 | | 11 | (4,764) | |
| Total Stockholders’ Equity | 440,143 | | | 65,443 | | | 12,641 | | | 518,227 | |
| Total Liabilities and Stockholders’ Equity | $ | 4,522,019 | | | 1,010,596 | | | 20,031 | | | $ | 5,552,646 | |
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| For the Year Ended December 31, 2025 (Dollars In Thousands, Except Per Share Amounts) |
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| Arrow Financial Corporation | | Adirondack Bancorp, Inc. | | Proforma Adjustments | Foot- notes | Pro Forma Combined |
| Interest income | | | | | | | |
| Interest and fees on loans | $ | 184,069 | | | $ | 33,234 | | | $ | 4,770 | | 12 | $ | 222,073 | |
| Other interest income | 26,078 | | | 9,077 | | | 2,198 | | 13 | 37,353 | |
| Total interest income | 210,147 | | | 42,311 | | | 6,968 | | | 259,426 | |
| Interest expense | | | | | | | |
| Deposits | 75,948 | | | 7,452 | | | (310) | | 14 | 83,090 | |
| Borrowings | 1,035 | | | 700 | | | — | | | 1,735 | |
| Total interest expense | 76,983 | | | 8,152 | | | (310) | | | 84,825 | |
| Net interest income | 133,164 | | | 34,159 | | | 6,658 | | | 173,981 | |
| Provision for credit losses | 7,274 | | | 294 | | | — | | | 7,568 | |
Net interest income after provision for credit losses | 125,890 | | | 33,865 | | | 6,658 | | | 166,413 | |
| Noninterest income | 32,432 | | | 5,829 | | | — | | | 38,261 | |
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Noninterest expense | | | | | | | |
| Salaries and employee benefits | 56,289 | | | 20,141 | | | — | | | 76,430 | |
| Amortization of core deposit intangibles | 167 | | | — | | | 2,979 | | 15 | 3,146 | |
| Other expenses | 46,478 | | | 15,334 | | | 3,528 | | 16 | 65,340 | |
Total noninterest expense | 102,934 | | | 35,475 | | | 6,507 | | | 144,916 | |
| Income before income tax expense | 55,388 | | | 4,219 | | | 151 | | | 59,758 | |
| Income tax expense (benefit) | 11,435 | | | 715 | | | 495 | | 17 | 12,645 | |
| Net income | $ | 43,953 | | | 3,504 | | | (344) | | | $ | 47,113 | |
Average Shares Outstanding | | | | | | | |
Basic | 16,503 | | | 1,063 | | | 949 | | 18 | 18,515 | |
Diluted | 16,505 | | | 1,063 | | | 949 | | 18 | 18,517 | |
Per Common Share | | | | | | | |
Basic | $ | 2.65 | | | $ | 3.30 | | | | | $ | 2.54 | |
Diluted | $ | 2.65 | | | $ | 3.30 | | | | | $ | 2.54 | |
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| For the Three Months Ended March 31, 2026 (Dollars In Thousands, Except Per Share Amounts) |
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| Arrow Financial Corporation | | Adirondack Bancorp, Inc. | | Proforma Adjustments | Foot- notes | Pro Forma Combined |
| Interest income | | | | | | | |
| Interest and fees on loans | $ | 47,126 | | | $ | 8,134 | | | $ | 1,099 | | 12 | $ | 56,359 | |
| Other interest income | 6,668 | | | 2,344 | | | 549 | | 13 | 9,561 | |
| Total interest income | 53,794 | | | 10,478 | | | 1,648 | | | 65,920 | |
| Interest expense | | | | | | | |
| Deposits | 17,448 | | | 1,620 | | | (11) | | 14 | 19,057 | |
| Borrowings | 216 | | | 179 | | | — | | | 395 | |
| Total interest expense | 17,664 | | | 1,799 | | | (11) | | | 19,452 | |
| Net interest income | 36,130 | | | 8,679 | | | 1,637 | | | 46,446 | |
| Provision for credit losses | 548 | | | — | | | — | | | 548 | |
Net interest income after provision for credit losses | 35,582 | | | 8,679 | | | 1,637 | | | 45,898 | |
| Noninterest income | 8,628 | | | 1,429 | | | — | | | 10,057 | |
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Noninterest expense | | | | | | | |
| Salaries and employee benefits | 14,922 | | | 5,141 | | | — | | | 20,063 | |
| Amortization of core deposit intangibles | 39 | | | — | | | 670 | | 15 | 709 | |
| Other expenses | 11,904 | | | 4,677 | | | — | | | 16,581 | |
Total noninterest expense | 26,865 | | | 9,818 | | | 670 | | | 37,353 | |
| Income before income tax expense | 17,345 | | | 290 | | | 967 | | | 18,602 | |
| Income tax expense | 3,860 | | | 38 | | | 242 | | 17 | 4,140 | |
| Net income | $ | 13,485 | | | 252 | | | 725 | | | $ | 14,462 | |
Average Shares Outstanding | | | | | | | |
Basic | 16,382 | | | 1,076 | | | 949 | | 18 | 18,407 | |
Diluted | 16,403 | | | 1,076 | | | 949 | | 18 | 18,428 | |
Per Common Share | | | | | | | |
Basic | $ | 0.82 | | | $ | 0.23 | | | | | $ | 0.79 | |
Diluted | $ | 0.82 | | | $ | 0.23 | | | | | $ | 0.78 | |
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NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1.Represents the cash consideration of the deal, approximately $19.9 million, or $18.72 per share, and one-time merger-related charges to be paid by Adirondack prior to the transaction closing of approximately $9.1 million.
2.To record the $21.0 million fair value adjustment for Adirondack's loans, which is expected to be accreted based on the expected average life of the loan portfolio and eliminate net deferred loan costs of $660 thousand.
3.To record the $976 thousand net increase in the allowance for credit losses, which reflects reversal of the Adirondack allowance for credit losses of $4.7 million partially offset by the $5.7 million day-1 allowance for credit losses. Arrow adopted Accounting Standards Update (“ASU”) 2025-08, Financial Instruments—Credit Losses (Topic 326) in its historical financial statements and therefore, the effects of this standard are reflected in the unaudited pro forma condensed combined financial information.
4.To record estimated goodwill created in the transaction of $46.6 million and eliminate Adirondack goodwill of $2.0 million. The following table sets forth a preliminary allocation of estimated merger considerations to the fair value of the identifiable assets acquired and liabilities assumed of Adirondack’s consolidated statement of financial condition as of March 31, 2026, based on Arrow's common stock price as of July 1, 2026.
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| Total consideration transferred | $ | 101,081 | |
| Assets acquired: | |
| Cash and cash equivalents | 45,780 | |
| Investment Securities | 297,423 | |
| Net Loans | 583,540 | |
| Core Deposit Intangibles | 16,387 | |
| Other assets | 60,358 | |
| Total assets | $ | 1,003,488 | |
| Liabilities assumed: | |
| Deposits | 922,320 | |
| Junior Subordinated Obligations | 8,248 | |
| Other liabilities | 18,447 | |
| Total liabilities | $ | 949,015 | |
| Fair value of net assets acquired | $ | 54,473 | |
| Goodwill recorded in acquisition | $ | 46,608 | |
5. To record the $16.4 million of core deposit intangibles, which is expected to be amortized over the sum-of-years' digits for 10 years.
6. Accounting adjustments to other assets consist of $4.7 million to record fair value adjustments for Adirondack's premises and equipment, $0.9 million to record write-down of Adirondack's other assets, $7.0 million to record net deferred tax assets related to the estimated fair value purchase accounting adjustments, tax benefits related to one-time merger charges, and the net tax impact related to the recording of the core deposit intangible.
7. To record the $396 thousand fair value adjustment of acquired certificates of deposit.
8. Accounting adjustment to other liabilities consists of the accrual of one-time merger-related charges for Adirondack and Arrow: (a) Adirondack pre-tax charges are estimated at $4.3 million ($3.3 million after-tax) and are included as a pro forma fair value liability accrual, and (b) Arrow pre-tax charges are estimated at $3.5 million ($3.1 million after-tax) and are included as a pro forma liability accrual with the after-tax cost as reduction to retained earnings In addition and not reflected in the unaudited proforma condensed combined financial statements, Arrow expects to incur $12.8 million of estimated costs relating to severance, contract termination fees, system conversion costs, and marketing.
9. Accounting adjustments to common stock and paid-in capital consist of issuance of $81.2 million of common stock issued by Arrow and elimination of $12.9 million of Adirondack's common stock and additional paid-in capital.
10. Accounting adjustments to retained earnings consist of elimination of $69.0 million of Adirondack's retained earnings and $3.1 million in after-tax one-time merger-related charges as described in Note 8.
11. Accounting adjustments to eliminate Adirondack's historical stockholders' equity.
12. To record loan discount accretion of the non-credit fair value adjustment, based on the expected average life of the portfolio. The adjustment reflects the accretion of the $21.0 million fair value adjustment resulting in an increase in interest income from loans of $4.8 million and $1.1 million for the year ended December 31, 2025 and the quarter ended March 31, 2026, respectively.
13. To record accretion of the available-for-sale securities fair value adjustment, which will be amortized into income based on the expected life of securities. The adjustment reflects an increase in interest income from investment securities of $2.2 million and $549 thousand for the year ended December 31, 2025 and the quarter ended March 31, 2026, respectively. Securities available-for-sale were recorded at fair value and therefore, no balance sheet adjustment is necessary.
14. To record certificates of deposit discount accretion of $310 thousand and $11 thousand for the year ended December 31, 2025 and the quarter ended March 31, 2026, respectively.
15. To record $3.0 million and $0.7 million of amortization of core deposit intangible for the year ended December 31, 2025 and the quarter ended March 31, 2026, respectively. The adjustment reflects the amortization of the $16.4 million core deposit intangible over 10 years using the sum-of-the-years’ digits method.
16. Reflects estimated one-time merger-related charges of $3.5 million for the year ended December 31, 2025 to be incurred by Arrow.
17. Reflects tax impact associated with the transaction adjustments recorded above at an estimated effective tax rate of 25%, further adjusted by the treatment of merger-related charges based on their estimated deductibility for tax purposes.
18. Reflects the number of basic and diluted common shares to be issued by Arrow in its purchase consideration for Adirondack, which is comprised of Adirondack common stock and the contractual acceleration of unvested restricted stock units being exchanged for Arrow common stock at an exchange ratio of 1.8610, less the elimination of the Adirondack common shares outstanding.