8-K
Arrow Financial Corp (AROW)
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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: October 26, 2022
(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 8.01. Other Events
On October 26, 2022, the Board of Directors of Arrow Financial Corporation approved a new stock repurchase program authorizing the repurchase, at the discretion of senior management, of up to $5 million of the Company’s common stock over the 2023 calendar year, in open-market or negotiated transactions. This new repurchase program will replace the prior $5 million repurchase program authorized on October 27, 2021, which expires December 31, 2022. Through September 30, 2022, the Company had repurchased approximately $2.64 million of Company common stock under the 2022 program.
Additionally, on October 26, 2022, the Board of Directors of Arrow Financial Corporation declared a quarterly cash dividend of $0.27 per share payable December 15, 2022 to shareholders of record on December 1, 2022.
Copies of the press releases announcing the 2023 Stock Repurchase Program and the Quarterly Cash Dividend are furnished as Exhibit 99.1 and Exhibit 99.2 to this report on Form 8-K.
Item 9.01. Financial Statements and Exhibits
Exhibit No. Description
99.1ex99-afcapproves2023stockr.htmArrow Financial Corporation Press Release dated October 27, 2022 - 2023 Stock Repurchase Program
99.2ex99-afcdeclarescashdivide.htmArrow Financial Corporation Press Release datedOctober 27, 2022 - Quarterly Cash Dividend
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ARROW FINANCIAL CORPORATION | ||
|---|---|---|
| Date: | October 27, 2022 | /s/ Thomas J. Murphy |
| Thomas J. Murphy<br>President and Chief Executive Officer |
Document
| 250 Glen Street<br>Glens Falls, NY 12801 | |
|---|---|
| NASDAQ® Symbol: "AROW" <br>Website: arrowfinancial.com<br><br>Media Contact: Rachael Murray<br>Tel: (518) 415-4313 |
FOR IMMEDIATE RELEASE
Arrow Approves 2023 Stock Repurchase Program
GLENS FALLS, N.Y. (October 27, 2022) -- The Board of Directors of Arrow Financial Corporation (NasdaqGS® - AROW) on October 26, 2022, approved a new stock repurchase program authorizing the repurchase, at the discretion of senior management, of up to $5 million of the Company’s common stock for the 2023 calendar year in open market or negotiated transactions. This new repurchase program will replace the prior $5 million repurchase program authorized on October 27, 2021, which expires December 31, 2022. Through September 30, 2022, the Company had repurchased approximately $2.46 million of Company common stock under the 2022 program.
Arrow Financial Corporation (NasdaqGS® - AROW) is a multi-bank holding company headquartered in Glens Falls, New York, serving the financial needs of northeastern New York. The Company is the parent of Glens Falls National Bank and Trust Company and Saratoga National Bank and Trust Company. Other subsidiaries include North Country Investment Advisers, Inc., and Upstate Agency, LLC, specializing in property and casualty insurance and group health and employee benefits.
The information in this document may contain statements based on management’s beliefs, assumptions, expectations, estimates and projections about the future. Such "forward-looking statements," as defined in Section 21E of the Securities Exchange Act of 1934, as amended, involve a degree of uncertainty and attendant risk. Actual outcomes and results may differ, explicitly or by implication. We are not obliged to revise or update these statements to reflect unanticipated events. This document should be read in conjunction with Arrow’s Annual Report on Form 10-K for the year ended December 31, 2021 and other filings with the Securities and Exchange Commission.
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Document
| 250 Glen Street<br>Glens Falls, NY 12801 | |
|---|---|
| NASDAQ® Symbol: "AROW" <br>Website: arrowfinancial.com<br><br>Media Contact: Rachael Murray<br>Tel: (518) 415-4313 |
FOR IMMEDIATE RELEASE
Arrow Declares December 2022 Cash Dividend
GLENS FALLS, N.Y. (October 27, 2022) -- The Board of Directors of Arrow Financial Corporation (NasdaqGS® - AROW) on October 26, 2022, declared a quarterly cash dividend of $0.27 per share payable December 15, 2022, to shareholders of record on December 1, 2022.
This represents an increase of 7% over the cash dividend paid to shareholders in the fourth quarter of 2021 as a result of a $.01 per share increase and a 3% stock dividend distributed on September 23, 2022.
Arrow Financial Corporation (NasdaqGS® - AROW) is a multi-bank holding company headquartered in Glens Falls, New York, serving the financial needs of northeastern New York. The Company is the parent of Glens Falls National Bank and Trust Company and Saratoga National Bank and Trust Company. Other subsidiaries include North Country Investment Advisers, Inc., and Upstate Agency, LLC, specializing in property and casualty insurance and group health and employee benefits.
The information in this document may contain statements based on management’s beliefs, assumptions, expectations, estimates and projections about the future. Such "forward-looking statements," as defined in Section 21E of the Securities Exchange Act of 1934, as amended, involve a degree of uncertainty and attendant risk. Actual outcomes and results may differ, explicitly or by implication. We are not obliged to revise or update these statements to reflect unanticipated events. This document should be read in conjunction with Arrow’s Annual Report on Form 10-K for the year ended December 31, 2021 and other filings with the Securities and Exchange Commission.
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