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Arrow Financial Corporation and Adirondack Bancorp, Inc. Receive OCC Approval for Merger

(Neutral)
(Neutral)

Arrow Financial (NASDAQGS: AROW) and Adirondack Bancorp received OCC approval for their previously announced merger. Closing is expected on or around July 1, 2026, subject to Adirondack shareholder approval, additional regulatory approvals and customary conditions.

Post‑integration in Q4 2026, the combined bank will operate under the Arrow brand with projected $5.4 billion in assets, $4.8 billion in deposits and $4.1 billion in gross loans, and an expanded footprint into the Adirondack region and Mohawk Valley.

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Positive

  • OCC approval obtained for Arrow–Adirondack merger
  • Expected closing on or around July 1, 2026
  • Projected combined assets of approximately $5.4 billion
  • Projected deposits of approximately $4.8 billion
  • Projected gross loans of approximately $4.1 billion
  • Geographic expansion into Adirondack region and Mohawk Valley

Negative

  • Closing still contingent on Adirondack shareholder approval
  • Further approvals or waivers required from New York DFS and Federal Reserve Bank of New York
  • Systems integration not expected to be completed until Q4 2026

News Market Reaction – AROW

+1.65%
+1.65% Session close to close

In the Jun 2 session, AROW gained 1.65%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement marks a key regulatory step for Arrow’s acquisition of Adirondack Bancorp, with OC...
Analysis

This announcement marks a key regulatory step for Arrow’s acquisition of Adirondack Bancorp, with OCC approval allowing the merger to proceed toward an expected close around July 1, 2026, pending remaining approvals. The combined bank is projected to reach about $5.4 billion in assets, $4.8 billion in deposits and $4.1 billion in gross loans, expanding Arrow’s footprint in the Adirondack and Mohawk Valley regions. Investors may track remaining regulatory decisions, Adirondack’s shareholder vote, and future disclosures on integration timing and costs.

Key Figures

Pro forma assets: $5.4 billion Pro forma deposits: $4.8 billion Pro forma gross loans: $4.1 billion +5 more
8 metrics
Pro forma assets $5.4 billion Projected combined company after Adirondack merger
Pro forma deposits $4.8 billion Projected combined company after Adirondack merger
Pro forma gross loans $4.1 billion Projected combined company after Adirondack merger
Stock consideration 1.8610 AROW shares Per Adirondack share under merger terms
Cash consideration $18.72 Cash per Adirondack share under merger terms
Aggregate deal value $89.1 million Estimated total consideration for Adirondack acquisition
2027 EPS accretion 18% Forecast EPS impact from Adirondack acquisition
TBV earn-back 2.9 years Estimated tangible book value earn-back period

Previous Acquisition Reports

2 past events · Latest: Feb 26 (Positive)
Same Type Pattern 2 events
Date Event Sentiment 24h Move Catalyst
Feb 26 Adirondack acquisition deal Positive -0.4% Announced Adirondack acquisition with pro forma balance sheet and accretion forecasts.
Aug 06 Branch acquisition Positive +0.0% Completed Whitehall branch purchase, adding deposits, loans, and another Washington County branch.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Acquisition-related headlines have seen muted price responses, with an average move of -0.17% and one slight divergence into negative territory despite strategic framing.

Recent Company History

Recent history shows Arrow using acquisitions to expand its footprint. A February 2026 announcement detailed the Adirondack Bancorp deal with pro forma $5.4B in assets, $4.8B in deposits, and $4.1B in gross loans, plus projected EPS accretion and IRR. An earlier 2024 branch acquisition modestly expanded presence in Washington County. Today’s OCC approval advances the Adirondack transaction toward closing, reinforcing a multi-year strategy of bolt-on growth.

Key Terms

Office of the Comptroller of the Currency, New York State Department of Financial Services, Federal Reserve Bank of New York
3 terms
Office of the Comptroller of the Currency regulatory
"they have received the approval of the Office of the Comptroller of the Currency"
A U.S. federal regulator that oversees and enforces rules for nationally chartered banks and federal savings associations, acting like a referee to make sure those institutions operate safely and follow banking laws. Investors care because the agency’s supervision, rule changes, or enforcement actions can affect a bank’s safety, profitability, lending ability and legal risks — all of which influence the value and stability of bank stocks and related financial assets.
New York State Department of Financial Services regulatory
"pending Adirondack shareholder approval, approvals or waivers from the New York State Department of Financial Services"
A state regulatory agency that oversees banks, insurance companies, crypto firms and other financial services operating in New York, issuing licenses, enforcing rules and conducting examinations to protect consumers and maintain market stability. Think of it as a referee and safety inspector for financial firms; its actions can affect a company’s ability to operate, regulatory costs, legal risk and investor confidence, so investors watch its decisions for signs of regulatory pressure or assurance.
Federal Reserve Bank of New York regulatory
"approvals or waivers from the New York State Department of Financial Services and the Federal Reserve Bank of New York"
A regional bank in the U.S. central banking system that carries out national monetary policy and runs the day-to-day financial operations that affect markets, such as buying and selling government bonds, providing short-term loans to banks, and overseeing big financial firms. Think of it as the Fed’s control room and trading desk: its actions on liquidity and interest rates directly influence borrowing costs, bank stability and asset prices, which matter to investors deciding where and when to put money.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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GLENS FALLS, N.Y. and UTICA, N.Y., June 1, 2026 /PRNewswire/ -- Arrow Financial Corporation (NASDAQGS: AROW) ("Arrow" or "AROW"), the parent company of Arrow Bank National Association, and Adirondack Bancorp, Inc. ("Adirondack"), the parent company of Adirondack Bank, today announced they have received the approval of the Office of the Comptroller of the Currency ("OCC") to proceed with the previously announced merger of Arrow and Adirondack.

Closing of the transaction is expected to occur on or around July 1, 2026, pending Adirondack shareholder approval, approvals or waivers from the New York State Department of Financial Services and the Federal Reserve Bank of New York and other customary closing conditions.

David S. DeMarco, Arrow President and CEO, stated,"We are pleased to have received OCC approval to combine two highly complementary, client-focused banks. By leveraging Arrow's commercial expertise and infrastructure, we are well-positioned to serve Adirondack's client base. We look forward to unlocking new opportunities for our clients, employees and stakeholders. As our company celebrates its 175th anniversary, this strategic acquisition shows Arrow's commitment to accelerating our growth and expanding our market presence. Bringing together these two institutions allows us to complement Adirondack's current product offerings with our wealth management and insurance services and deliver meaningful value for our shareholders."

Rocco F. Arcuri Sr., Adirondack President and CEO stated, "Following months of strategic and collaborative planning, our teams are ready to execute a seamless integration. I am thrilled to partner with an organization that values client service in the same way we do, and I look forward to ensuring a smooth transition for our clients."

Upon completion of the transaction and systems integration in the fourth quarter of 2026, the combined company will operate under the Arrow brand, and is projected to have approximately $5.4 billion in total assets, $4.8 billion in total deposits and $4.1 billion in gross loans. This strategic acquisition extends Arrow's eight-county footprint farther into the Adirondack region and into the Mohawk Valley to include Oneida, Herkimer and Franklin counties, while strengthening its commitment to Essex and Clinton counties.

About Arrow Financial Corporation
Arrow Financial Corporation is a bank holding company headquartered in Glens Falls, New York, providing banking, insurance and wealth management services from Plattsburgh to Albany through its full-service commercial bank Arrow Bank National Association. Arrow Bank, celebrating its 175th anniversary throughout 2026, provides a broad range of financial products, including online and mobile banking, mortgages, commercial loans, investments and more. Other subsidiaries include an insurance company, Upstate Agency, LLC. Arrow's common stock is traded on the Nasdaq Global Select under the symbol "AROW." Visit arrowfinancial.com for more information.

About Adirondack Bancorp, Inc.
Adirondack Bancorp, Inc, is the bank holding company for Adirondack Bank. Adirondack Bank is a New York state-chartered financial institution headquartered in Utica, New York. Adirondack Bank now serves Upstate New York, from the historic Mohawk Valley to the Canadian border. Visit adirondackbank.com for more information.

Forward-Looking Statements

This news release 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, as amended, including with respect to (or based on) the beliefs, goals, intentions, and expectations of Arrow and Adirondack regarding the proposed transaction, revenues, earnings, earnings per share, loan production, asset quality, and capital levels, among other matters; our estimates of future costs and benefits of the actions we may take; our assessments of expected losses on loans; our assessments of interest rate and other market risks; our ability to achieve our financial and other strategic goals; the expected cost savings, synergies, returns and other anticipated benefits from the proposed transaction; and other statements that are not historical facts.

Forward–looking statements are typically identified by such words as "believe," "expect," "anticipate," "intend," "outlook," "estimate," "forecast," "project," "will," "should," and other similar words and expressions, and are subject to numerous assumptions, risks, and uncertainties, which change over time. Forward-looking statements include, without limitation, those relating to the terms, timing and closing of the proposed transaction. Additionally, forward-looking statements speak only as of the date they are made; Arrow and Adirondack do not assume any duty, and do not undertake, to update such forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events, or otherwise. Furthermore, because forward-looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those indicated in or implied by such forward-looking statements as a result of a variety of factors, many of which are beyond the control of Arrow and Adirondack. Such statements are based upon the current beliefs and expectations of the management of Adirondack and Arrow and are subject to significant risks and uncertainties outside of the control of the parties. Caution should be exercised against placing undue reliance on forward-looking statements.

Additional Information and Where to Find It

In connection with the proposed transaction, Arrow has filed a registration statement on Form S-4 with the U.S. Securities and Exchange Commission (the "SEC") to register the shares of Arrow common stock to be issued in connection with the proposed transaction. The registration statement includes a proxy statement of Adirondack, which also constitutes a prospectus of Arrow, that has been sent to shareholders of Adirondack seeking certain approvals related to the proposed transaction. Arrow may file with the SEC other relevant documents concerning the proposed transaction. This communication does not constitute an offer to sell or a solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any offer or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ARROW, ADIRONDACK, AND THE PROPOSED TRANSACTION. Investors and shareholders will be able to obtain a free copy of the registration statement, including the proxy statement/prospectus, as well as other relevant documents filed with the SEC containing information about Arrow, without charge, at the SEC's website www.sec.gov. Copies of documents filed with the SEC by Arrow will be made available free of charge in the "Documents" section of Arrow's website, www.arrowfinancial.com, under the heading "Filings." The information on Arrow's website is not, and shall not be deemed to be, a part of this communication or incorporated into other filings Arrow makes with the SEC.

Participants in Solicitation

Adirondack, Arrow, and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders of Adirondack in respect of the proposed transaction under the rules of the SEC. Information regarding Arrow's directors and executive officers is available in its definitive proxy statement, which was filed with the SEC on April 23, 2026 and certain other documents filed by Arrow with the SEC. Other information regarding the participants in the solicitation of proxies in respect of the proposed transaction and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the proxy statement/prospectus and other relevant materials filed or to be filed with the SEC.

Cision View original content to download multimedia:https://www.prnewswire.com/news-releases/arrow-financial-corporation-and-adirondack-bancorp-inc-receive-occ-approval-for-merger-302787622.html

SOURCE Arrow Financial Corporation

FAQ

What OCC approval did Arrow Financial (NASDAQGS: AROW) receive for its merger with Adirondack Bancorp?

The OCC approved the proposed merger between Arrow Financial and Adirondack Bancorp. According to Arrow, this regulatory clearance allows the banks to proceed toward closing, subject to Adirondack shareholder approval, state and Federal Reserve approvals, and other customary closing conditions.

When is the Arrow Financial (AROW) and Adirondack Bancorp merger expected to close?

The merger is expected to close on or around July 1, 2026. According to Arrow, completion depends on Adirondack shareholder approval, approvals or waivers from New York’s DFS and the Federal Reserve Bank of New York, and other customary conditions.

How large will Arrow Financial be after acquiring Adirondack Bancorp?

The combined company is projected to have about $5.4 billion in total assets. According to Arrow, it also expects approximately $4.8 billion in total deposits and $4.1 billion in gross loans after completion of the transaction and systems integration in the fourth quarter of 2026.

How will the Adirondack Bancorp merger change Arrow Financial’s geographic footprint?

The merger will extend Arrow’s footprint farther into the Adirondack region and Mohawk Valley. According to Arrow, the combined bank will add presence in Oneida, Herkimer and Franklin counties and strengthen its commitment to Essex and Clinton counties within its expanded market area.

What will happen to the Adirondack Bank brand after the Arrow Financial merger?

After completion and systems integration, the combined company will operate under the Arrow brand. According to Arrow, systems integration is expected in the fourth quarter of 2026, at which point Adirondack’s operations will be aligned within the Arrow platform and branding.

What financial metrics did Arrow Financial provide for the post-merger company with Adirondack Bancorp?

Arrow projected the combined bank will have $5.4 billion in assets, $4.8 billion in deposits and $4.1 billion in gross loans. According to Arrow, these figures apply after the transaction closes and systems are integrated in the fourth quarter of 2026.