Good morning. Welcome to the Arrow Financial Corporation Annual Meeting of Shareholders. I would now like to introduce the first presenter, Tenée Casaccio. Thank you. Good morning, everyone. I'm Tenée Casaccio, Chair of the Arrow Financial Corporation Board of Directors. I've been a Director of the company since 2014, and I'm honored to serve as Chair. As you'll hear in this presentation, 2025 is a pivotal year for our company, defined by meaningful transformations, exceptional performance, and a renewed sense of shared purpose. I'm pleased to welcome you to the 2026 Arrow Financial Corporation Annual Meeting of Share-- your investment in Arrow. Please note that this meeting is being presented to you from the boardroom in our Glens Falls, New York headquarters. The only individuals in the room with me are the presenters and the people who will help the meeting run as planned. This virtual-only format allows us to reach a wide group of shareholders without the need for travel, continuing our commitment to operating in an efficient and environmentally conscious manner. Now I'd like to introduce Dave DeMarco, President and CEO, who will walk us through the agenda and discuss how the company's recent highlights align with our overarching values and vision. Dave? Thank you. As Tenée noted, my name is Dave DeMarco, President and CEO of Arrow Financial Corporation and its subsidiary, Arrow Bank National Association. It's my honor to serve as chair for the 2026 Annual Meeting of Shareholders. Welcome to everyone attending today. Here is our meeting agenda. We will begin with an overview of the Arrow family of companies, followed by the business portion of the meeting. Our Chief Financial Officer, Penko Ivanov, will then walk us through our financial performance. From there, we'll share more about our transformational year operating fully as Arrow Bank, the expansion of our wealth and insurance solutions, and our continued commitment to the communities we serve, all set against the backdrop of our 175th anniversary and a forward-looking strategy for continued growth, including our agreement to acquire Adirondack Bank based in Utica, New York, pending additional regulatory and Adirondack shareholder approvals. We recently received approval for that acquisition from our primary regulator, the OCC, while waiting for final approval from two other regulatory agencies. We have much to celebrate and even more to look forward to. Let's get started. As a reminder, questions may be submitted during the meeting, either through the chat function or by email. Each question pertinent to the meeting matters will be answered either by email or by phone as quickly as possible after the meeting has concluded. If you wish to submit a question by email, please email the question to corporatesecretary@arrowbank.com. That being said, please note that we provide an extensive amount of information regarding our company in our quarterly earnings news releases, our quarterly public filings with the Securities and Exchange Commission, the SEC, our quarterly investor presentations, the annual proxy statement, and the Form 10-K that was made available to you for this meeting. All of these documents are posted on our company website, as well as the website of the SEC, and we encourage you to review them. We also email our publicly filed earnings releases as part of our commitment to operating in a socially conscious manner, as well as providing faster and more accessible communication with our shareholders. We encourage you to provide us with your email address so that we can send you these news releases going forward. Please send your email address to us at corporatesecretary@arrowbank.com. Please note that our news releases are always available on our website and on the SEC website. This is our cautionary note regarding forward-looking statements as it pertains in all respects to today's presentation. As noted, the information in this presentation may contain forward-looking statements that are based on management's beliefs, assumptions, expectations, estimates, and/or projections about the future and involve a degree of uncertainty, an attendant risk. Please be aware that actual outcomes and results may differ either explicitly or by implication, and that we are not obliged to revise or update these statements to reflect unanticipated events. The information provided to you today should be reviewed in conjunction with the company's annual report on Form 10-K filed March 6th, 2026, and our other filings with the SEC. We also note some disclaimers relating to our proposed merger with Adirondack Bank. I would like to thank everyone who worked with us to make this year's annual shareholder meeting happen and acknowledge a few of our key partners in this process. On the call today are the team at Broadridge Financial Solutions, who are responsible for the technical aspects of this virtual meeting; Luse Gorman, our SEC law firm, represented today by Benjamin M. Azoff; Crowe LLP, our independent auditor, represented today by Justin Gerberg; and the Inspector of Elections, Frank Ahrin. Finally, I would like to thank the Arrow team members who spent many hours making sure that we were ready for this meeting. I would now like to share an overview of the Arrow family of companies, our guiding language, our board, leadership, and markets. As most of you know, the Arrow family of companies includes Arrow Financial Corporation, a holding company headquartered in Glens Falls, N.Y., serving the financial needs of Northeastern N.Y. The company is the parent of Arrow Bank National Association, a full-service commercial bank, and Upstate Agency, LLC, a comprehensive insurance agency. 2025 marked our first full year operating Arrow Bank National Association, or Arrow Bank, after unifying our subsidiary banks, Glens Falls National Bank and Trust Company, Saratoga National Bank and Trust Company. This significant milestone reflects our long-term vision and positions us for future growth. This year is just as momentous as we celebrate our 175th anniversary. Few institutions reach this milestone, and even fewer do it with the same spirit of innovation, resilience, and service that defines Arrow. We will talk more about our unification efforts later on in the presentation. Today, Arrow is a $4.5 billion company in asset size and the proud parent of Arrow Bank and Upstate Agency. Our current service area spans eight counties, ranging from Clinton County in the north to Albany County in the south. In total, we have 38 branches and nine insurance offices. While we have major market share close to our Glens Falls headquarters, we also have a strong presence in the Plattsburgh area. Building on this foundation, earlier this year, we announced our agreement to acquire Adirondack Bank, headquartered in Utica, New York. I will share more about the pending Adirondack Bank acquisition later on in this presentation. In 2025, our commitment to the communities we serve reached new heights. For the first time, we surpassed $1 million in total giving, contributing $1.05 million to 424 organizations. Our results are powered by our people. Our team showed up in remarkable ways, donating $122,668 by Arrow employees, a 13% increase year- over- year, with 330 employees representing 57% of the workforce, and volunteering 13,705 hours supporting 706 organizations throughout our footprint. In the fourth quarter of 2025, we quickly mobilized $38,000 in emergency SNAP-related food relief donations through our branches to assist local food pantries. These efforts reflect our deep commitment to strengthening the communities we serve. Over the last seven years, we've donated more than $4.3 million, because we know that when our communities thrive, we all thrive. Effective November 25th, 2025, we welcomed Darrin Jahnel as a new director to the Arrow Financial Corporation Board. Darrin was appointed by the Arrow Financial Corporation Board of Directors and stands for election by shareholders at today's meeting. Darrin is a dynamic CEO, entrepreneur, and AI expert who brings more than 25 years of experience building and scaling companies. We are excited to have him join the Arrow family and contribute to our continued success. Please join me in thanking Elizabeth Miller for more than a decade of dedicated service as a director of Arrow Financial Corporation and our former subsidiary banks, Glens Falls National Bank and Trust Company and Saratoga National Bank and Trust Company. Since 2015, her leadership and strong understanding of the community and its business base has brought valuable perspective to our board and a deep understanding of the communities we serve. We are grateful for her lasting contributions and wish her all the best. Here are all the members of Arrow Financial Corporation's board of directors. You can find more detailed information about each of our directors in the proxy statement. Many of these directors are attending the meeting today. I thank each of them for their dedicated, long-standing service to our company. Now I'd like to reacquaint you with the Arrow executive leadership team. Chief Financial Officer, Penko Ivanov, Chief Information Officer, Michael Jacobs, Chief Human Resources Officer, Brooke M. Pancoe, Chief Risk Officer and Corporate Secretary, Andrew J. Wise, Chief Banking Officer, Marc J. Yrsha. You will hear from both Mr. Wise and Mr. Yrsha in the business portion of our meeting today. Thank you to our executive leadership team for your expertise and commitment to our shareholders, team members, customers, and communities. Finally, here is our company's senior leadership team, which represents each of our key divisions and departments. Thank you to all of these senior leaders and to the nearly 580 employees who truly live our mission and are a key to our success. I now call this meeting to order, and I welcome all of you who have joined us today. Arrow Financial Corporation is a publicly traded bank holding company. Our shares trade on the Nasdaq Stock Exchange under the symbol AROW, A-R-O-W. As of the record date of April 6th, 2026, there were 16,526,628 shares of Arrow's common stock outstanding. The company's wealth management division holds shares as fiduciary for others, including our company's ESOP, the employee stock ownership plan, and represents nearly 2 million shares, or about 12% of the total outstanding shares of the company stock. Other individual persons, such as the ESOP participants, have the sole power to vote and/or direct the disposition of most of those shares. As a group, the board of directors and the executive leadership team own another 575,580 shares, which represents about 3.48% of the outstanding shares of the company stock. You can find further details regarding the stock ownership of our company in the proxy statement. The Corporate Secretary has determined that all proxies were delivered to the Inspector of Elections, and that all proxies were reviewed and verified, and that all proxies were included in the final vote for this meeting. Our Corporate Secretary has presented the notice of meeting, the affidavit of distribution, the omnibus proxy report, and the oath of the Inspector of Elections. Each of these documents has been properly executed, and the shareholders' meeting has been duly called. Mr. Wise, is the Inspector of Elections prepared to proceed with the shareholder vote? Mr. Chairman, the Inspector of Elections has authorized us to proceed with the vote by the shareholders of Arrow Financial Corporation. Thank you. Let the record show that all proxies or ballots for this meeting have been filed with the Inspector of Elections. Therefore, I declare that the polls are officially closed and that the tabulation of votes has been completed. Mr. Wise, will you please report on the number of shares that are represented at this meeting? Mr. Chairman, there is a quorum of shares present, represented in proxy. Thank you. The main purpose of any shareholder annual meeting is to vote on the slate of directors, as well as any other issues that were presented to the shareholders for their review and approval. The board of directors of Arrow has presented three items of business for this 2026 shareholders meeting. There were no other nominations or business proposals brought before the meeting. Accordingly, the three proposals to be voted on today are, first, the election of four Class A directors to three-year terms, each to serve until their successor has been duly elected and qualified. Second, the advisory approval of our 2025 executive compensation say on pay. Third, the ratification of the selection of Crowe LLP as our independent auditor for 2026. All of these proposals were described in the proxy statement that was made available to all shareholders for this meeting. The board recommends a vote for each of these items. At this time, the chair entertains a motion for these proposals. Mr. Chairman, on behalf of the shareholders, I move each of the following proposals. Item 1, the election of four Class A directors to three-year terms, each to serve until the 2029 annual meeting of shareholders, or until their successor has been duly elected and qualified. Item 2, the advisory approval of our 2025 executive compensation for the say on pay vote. Item 3, the ratification of the selection of Crowe LLP as our independent auditor for 2026. Mr. Chairman, I second the motion. Thank you. A motion has been made and seconded to place before this meeting the three proposals that were advanced by the board of directors to the shareholders of the company. Mr. Wise, may we please have the results of the shareholders vote? Mr. Chairman, here are the results of the vote by the shareholders of Arrow Financial Corporation. The following directors were each elected by the majority vote of the Arrow shareholders. Mark L. Behan, Gregory J. Champion, Darrin M. Jahnel, and Daniel J. White. A majority of the shareholders have approved, on an advisory basis, our 2025 executive compensation say on pay. A majority of the shareholders have ratified the selection of Crowe LLP as our independent auditor for the fiscal year ending December 31, 2026. Thank you. I hereby declare that Mark L. Behan, Gregory J. Champion, and Darrin M. Jahnel, Daniel J. White have each been elected by the shareholders to serve as directors of Arrow Financial Corporation until their successor has been duly elected and qualified. I hereby declare that a majority of the shareholders has approved, on an advisory basis, our 2025 executive compensation say on pay. I hereby declare that the shareholders have ratified the selection of Crowe LLP as our independent auditor for the fiscal year ending December 31st, 2026. This concludes the formal vote and business portion of the 2026 Arrow Financial Corporation annual shareholder meeting. At this time, I ask for a motion to adjourn the meeting so that we may now provide our shareholders with a presentation on our financial performance. Mr. Chairman, I move that the meeting be adjourned. Mr. Chairman, I second the motion. Thank you. I declare that the 2026 Arrow Financial Corporation Annual Meeting of Shareholders is now officially adjourned. Thank you for voting and thank you for your support. At this time, I will turn the program over to our Chief Financial Officer, Penko Ivanov, to review our company's financial performance for the year ending December 31st, 2025, as well as our 2026 year-to-date results. Penko? Thank you, Dave. Before we get started, I remind everyone that this presentation is subject to our cautionary note regarding forward-looking statements, which were discussed on an earlier slide. I would also like to remind everyone that all of the following financial information has been previously disclosed in various SEC filings. Building upon the solid foundation from the previous year, 2025 was truly a transformative year for our company. We delivered substantial earnings per share growth, return on assets of 1%, and expanded net interest margin to just under 3.2%. 2025 also marked a return to double-digit return on equity for Arrow. Net charge-offs were below 20 basis points, and credit metrics were quite strong. We did all this while also successfully executing the unification of our two bank subsidiaries under one brand, Arrow Bank. Here's a more detailed look at the numbers, highlighting our strong financial results and key metrics for 2025. Take a moment to look at these numbers, a remarkable turnaround from just two years ago. We continued to grow our loan portfolio at a solid pace while maintaining a steady deposit base. We already talked about our profitability metrics bouncing back to more historical levels. As we turned things around and transformed the business, we were able to continue to increase our cash dividend to continue to reward you, our shareholders. Throughout 2025, we improved upon our already strong regulatory capital ratios, ending the year with approximately $432 million in shareholder equity, an increase of about $31 million from the prior year. I will now share with you some highlights of our first quarter 2026 results. While 2025 was a great year for Arrow, we are off to an even better start in 2026. Net income for the first quarter of 2026 was $13.5 million, or $0.82 per share, one of our strongest quarterly reported results ever. On an operating basis, the results were even better as we also started incurring and recognizing in our reported results some one-time expenses related to our upcoming merger with Adirondack Bank. Net interest margin jumped to 3.48%, and our return on assets reached 1.23%, or 1.29% on an operating basis when adjusted for the previously mentioned merger-related expenses. Both of these metrics support significant improvements over the last quarter of 2025. The first quarter of 2026 also delivered further improvement to already very strong metrics, with charge-offs falling 10 basis points and non-performing loans dipping to $4.4 million, representing only 13 basis points of the total loan portfolio. The cost of retail deposits dropped another 11 basis points from the fourth quarter of 2025 to 1.62%. The reduced funding costs are a significant contributor to our strong net interest margin expansion and increased profitability. In wrapping up the financial review, I want to leave you with a snapshot of several key financial metrics and the quarter-over-quarter improvement in these key metrics to underscore the strong start into 2026. Thank you for your investment in Arrow. I'll turn it back over to Dave to offer some additional perspective on 2025 and our year so far. Dave? Thank you very much, Penko. In 2025, we fully stepped into our future as Arrow Bank, unified, energized, and focused on delivering exceptional results for our customers, communities, and shareholders. From record financial performance to historic milestones and meaningful community impact, this year marked a defining chapter in our 175-year story. 2025 was our first full year operating as Arrow Bank, following the successful completion of One Bank Weekend in July, a milestone that unified our systems, teams, and operations. Unification strengthened our ability to serve customers seamlessly across our footprint while preserving the local relationships that define us. Throughout the year, we launched a comprehensive brand education campaign to ensure customers and communities understand who we are and what Arrow Bank represents. One name, one mission, one commitment to exceptional service. While our brand has evolved, the people behind it remain the same trustworthy professionals dedicated to our customers and our communities. Our branches remain central to the Arrow experience. In 2025, we completed a full renovation of our Queensbury branch, creating a modern, welcoming environment designed to enhance customer experience. We will continue to invest thoughtfully in our locations to ensure our branches reflect the strength of our brand and provide the best possible environment for personalized service. Behind the scenes, 2025 was a transformational year for technology. One Bank Weekend unified our bank systems, enabling greater efficiency, consistency, and scalability across the organization. We also launched Digital Wallet, available on Apple Pay, Google Pay, or Samsung Wallet, giving customers enhanced convenience and flexibility in how they manage and access their accounts. Our digital presence continues to grow. In 2025, we reached 2.25 million website sessions, a 23% increase year-over-year. We also expanded our social media presence with the launch of our Instagram, Facebook, and YouTube channels, consolidated for Arrow Bank, strengthening how we connect, educate, and engage with customers and communities. Protecting our customers remains a top priority. In 2025, our unified arrowbank.com launched with an expanded fraud education center, offering accessible tools and resources to help customers stay informed. Fraud prevention is a key pillar of our social media strategy, where we regularly share timely alerts, tips, and educational content. Through proactive monitoring, enhanced security measures, and ongoing customer outreach, we remain committed to safer banking together. Growing our wealth management and insurance businesses remains a key strategic priority. 2025 marked meaningful progress in both areas. Following the 2024 acquisition of assets from A&B Agency, Inc., our Upstate Agency team successfully integrated the new book of business while maintaining 100% client retention. This achievement reflects the strength of our relationships, the professionalism of our advisors, and the seamless service our clients expect. At the same time, our wealth management team continued to expand its reach, providing personalized financial planning, investment management, and retirement services to individuals, families, and businesses across our footprint. As part of our unified Arrow Bank strategy, we are enhancing collaboration across business lines to better identify opportunities, deepen relationships, and deliver comprehensive financial solutions. By strengthening these service areas, we are building long-term value for clients while diversifying revenue and supporting sustainable growth. In 2025, we began preparations for a year-long celebration of our 175th anniversary in 2026. This occasion reflects the strength of our history, the dedication of our people, and the trust of the communities we serve. In an effort to share that story, Arrow Bank was featured in the April-May issue of Forbes and Fortune magazines, highlighting Arrow Bank and the customers and the communities we serve. As we honor our legacy, we look ahead with confidence to the future we continue to build together. As announced in February 2026, Arrow Financial Corporation has entered into a definitive agreement with Adirondack Bancorp, Inc. to acquire Adirondack Bank and merge that bank into Arrow Bank. As indicated earlier, we have received approval from our primary regulator, the OCC, and we look forward to closing this transaction in the near future. We have an amazing team. It's because of them that we all have this opportunity to grow our company in line with our mission, values, and people-first culture. We see this as a positive development for our team. Arrow Bank will enjoy the benefits of an expanded network of offices and the pride of being part of a growing organization that remains focused on community banking as we're able to expand our impact even more. Expansion and growth will provide additional opportunities for our Arrow team to enhance their skill set and widen their roles. Finally, this acquisition is financially compelling as it will provide substantial earnings per share, tangible book value per share appreciation. It's a great time to be an Arrow shareholder. Here is the Arrow and Adirondack combined footprints. You can see this will extend our reach further into the Adirondack region while expanding into new markets in the Mohawk Valley. Adirondack has offices as far west as Syracuse and like us, as far north as Plattsburgh. This new map demonstrates our commitment to banking the Adirondacks. While extending our reach into the central part of the state in Rome, Utica, Sylvan Beach, and other areas already familiar to us just a few hours away. As you can see here in our expanded footprint, this acquisition marks incredible growth and opportunity for Arrow. Now I'd like to take a high-level view of the financials. As of December 31st, 2025, Adirondack Bank had total assets of $942 million, total deposits of $848 million, total loans of $624 million. Based on the financial results as of December 31st, the combined company would have pro forma total assets of $5.4 billion, total deposits of $4.8 billion, and total loans of $4.1 billion. Once the merger is completed, we will increase Arrow's total asset size by approximately $1 billion. This accelerates our growth by expanding lending capacity while adding complementary product offerings, including wealth management and insurance into our new markets. I'm pleased to share that Rocco Arcuri, current president and CEO at Adirondack Bank, who is deeply committed to the success of this merger for all involved, will be continuing with Arrow in a new role of regional president to ensure a smooth transition. We've been working with him throughout this process and his decades of experience as an effective strategic and caring leader will continue to benefit our organization. Arrow continues to be recognized for its strength and performance, earning a five-star exceptional performance rating from BauerFinancial for an impressive 76 consecutive quarters. Also in 2025, the Albany Business Review published an article reporting Capital Region deposit rankings highlighting Arrow Bank's strong position in our region. We are proud to share that Arrow Bank ranks third in deposit share, only behind KeyBank and Trustco Bank. Additionally, Arrow Bank was named a finalist in the PR Daily 2025 Marketing Awards for Best Rebrand or Refresh, recognizing the company's recent brand unification of Arrow Bank as one of the year's top strategic marketing initiatives. These honors reflect our continued commitment to excellence, stability, and long-term value. The progress we made in 2025 defined a year of meaningful transformation, exceptional performance, and a renewed sense of shared purpose, all of which was made possible by the dedication and expertise of our incredible team. Their commitment to serving our customers, supporting our communities, and delivering strong results has been unwavering through a year of meaningful changes and growth. I've been with the company for 38 years now, and I remain deeply proud to be part of this outstanding company, surrounded by professionals who truly care about our mission and our future. On behalf of the board of directors, the senior leadership team, and our shareholders, I want to extend a sincere thanks to the entire Arrow team. Your work continues to be the foundation of our success. For the Arrow team members who are listening who are also shareholders, thank you for your dedication and hard work. As we wrap up, I want to express our sincere gratitude to all of our stakeholders for being part of the Arrow story. To our shareholders, thank you for your continued confidence as we work to create long-term value and maintain your trust. To our customers, thank you for choosing us to support your financial goals and for allowing us to grow with you. To our employees, thank you for your unwavering dedication to our mission, our values, and the communities we proudly serve. We look forward to building an even stronger future together. This concludes our presentation. Thank you for attending our annual meeting of shareholders and for your continued support. I now turn it back to our host to officially close the meeting. Thank you. The annual general meeting for Arrow Financial Corporation has now come to an end. Thank you for attending. You may now leave the virtual meeting.
Loading workspace