Arrow Financial Corp

Arrow Financial Corporation, a New York corporation (the “Company”), will be unable to file its Quarterly Report on Form 10-Q for the period ended March 31, 2023 (the “First Quarter Form 10-Q”), within the time period prescribed without unreasonable effort or expense. The Company previously filed a Form 12b-25 on March 16, 2023, as amended on March 31, 2023 (the “March Form 12b-25”), disclosing that the Company would be unable to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “2022 Form 10-K”), within the time period prescribed, as extended by Rule 12b-25 under the Securities Exchange Act of 1934, as amended (“Rule 12b-25”), without unreasonable effort or expense because the Company continued to require additional time to complete management’s assessment of the effectiveness of internal controls over financial reporting as of December 31, 2022 (the “Assessment”). As the Company has yet to file the 2022 Form 10-K, the Company will be unable to timely file the First Quarter Form 10-Q. The Company is working diligently to complete the Assessment and file the 2022 Form 10-K and the First Quarter Form 10-Q as soon as practicable

On March 16, 2023, Arrow Financial Corporation, a New York corporation (the “Company”), filed a Form 12b-25 (the “Original 12b-25”) disclosing that the Company would be unable to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “2022 Form 10-K”), within the time period prescribed without unreasonable effort or expense. In Part II of the Original 12b-25, the Company disclosed that it believed the 2022 Form 10-K would be filed within the extension period provided under Rule 12b-25 of the Securities Exchange Act of 1934, as amended, but that it could provide no assurance that it would be able to file by such time. The Company has now determined that it will not be able to timely file the 2022 Form 10-K by March 31, 2023. The Company is working diligently to file the 2022 Form 10-K as soon as practicable. The Company continues to require additional time to complete management’s assessment of the effectiveness of internal controls over financial reporting as of December 31, 2022. Although management’s assessment is not complete, management has identified and expects it will disclose deficiencies in the Company’s internal controls over financial reporting in the 2022 Form 10-K, including the following: (i) the failure to design and maintain an effective risk assessment process; (ii) the failure to design and maintain effective monitoring activities relating to (a) providing sufficient management oversight over the internal control evaluation process to support the internal control objectives, and (b) assessing and communicating the severity of identified deficiencies in a timely manner to those individuals responsible for taking corrective action; and (iii) the design and execution of controls with respect to the Company’s core system including post-migration from its legacy core system Bankway to its new operating system FIS Horizon in September 2022 such as with respect to the general ledger account reconciliation process

Arrow Financial Corporation, a New York corporation (the “Company”), is unable to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “2022 Form 10-K”), within the time period prescribed without unreasonable effort or expense. The Company requires additional time to complete the assessment of the effectiveness of internal controls over financial reporting as of December 31, 2022. As a result of the foregoing, KPMG LLP, the Company's independent registered accounting firm, has not yet completed its audit procedures. Notwithstanding the foregoing, the Company does not expect any material change to the financial results included in the 2022 Form 10-K compared to those included in the Company’s earnings press release furnished to the Securities and Exchange Commission under the Company’s Current Report on Form 8-K filed January 30, 2023 (“January Form 8-K”). Please refer to the January Form 8-K for a comparison of the results of operations for the fiscal year ended December 31, 2022 as compared to the fiscal year ended December 31, 2021. For the avoidance of doubt, the Company does not expect that the matter described above will result in the Company having to restate its previously reported financial information. As noted above in Part II of this form, the Company believes that the 2022 Form 10-K will be filed within the extension period provided under Rule 12b-25 of the Securities Exchange Act of 1934, as amended, but can provide no assurance that it will be able to file by such time. Forward-Looking Statements The information contained in this Form 12b-25 may contain statements that are not historical in nature but rather are based on management’s beliefs, assumptions, expectations, estimates and projections about the future. These statements may be "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, involving a degree of uncertainty and attendant risk