ArrowMark金融美股招股说明书(2025-12-15版)

ArrowMark Financial Corp. (the “Company”) has entered into distribution agreement, dated December 15, 2025 (the“Distribution Agreement”), with ALPS Distributors, Inc. (the “Distributor”), relating to the Company’s common stock, par value$0.001 per share (“Common Stock”), offered by this Prospectus Supplement and the accompanying Prospectus. In accordance with theterms of the Distribution Agreement, the Company may offer and sell its Common Stock having an aggregate offering price of up to$25,000,000 from time to time through the Distributor for the offer and sales of shares of Common Stock. Under the InvestmentCompany Act of 1940, as amended (the “1940 Act”), the Company may not sell any shares of Common Stock at a price below thecurrent net asset value (“NAV”) of such Common Stock, exclusive of any distributing commission or discount. The Company.The Company is a non-diversified, closed-end management investment company. The Company is managedby ArrowMark Asset Management, LLC (the “Adviser”), an investment adviser that is a wholly-owned subsidiary of ArrowMarkColorado Holdings, LLC. Investment Objectives.The Company’s investment objective is to provide its stockholders with current income, and, to alesser extent, capital appreciation. There can be no assurance that the Company will achieve its investment objectives. Principal Investment Strategies.The Company attempts to achieve its investment objective primarily by investing inregulatory capital relief securities but may also invest in preferred equity, debt and subordinated debt, structured notes and securities,convertible securities (including contingent convertible securities), and common equity issued or structured by banks and financialinstitutions including community banks, larger regional, national and money center banks domiciled in the United States and foreignand global money center banks (“banking-related securities”). The Company makes investments that will generally be expected to paythe Company dividends and interest on a current basis and generate capital gains over time. The Company may seek to enhance itsreturns through the use of warrants, options and other equity conversion features. The term “risk-adjusted returns” refers to the profileof expected asset returns across a range of potential macroeconomic scenarios, and does not imply that a particular strategy orinvestment should be considered low-risk. The Company has a policy to invest, under normal circumstances, at least 80% of the valueof its net assets plus the amount of any borrowings for investment purposes in such banking-related securities. Exchange Listing.The Company’s currently outstanding shares of Common Stock are, and the shares of Common Stockoffered by this Prospectus Supplement will be, subject to notice of issuance, listed on the NASDAQ Global Select Market(“NASDAQ”) under the symbol “BANX.” As of December 11, 2025, the last reported sale price for the Company’s Common Stock onNASDAQ was $21.92 per share, and the NAV of the Common Stock was $22.60 per share, representing a discount to NAV of(3.01)%. Sales of shares of the Company’s Common Stock, if any, under this Prospectus Supplement and the accompanying Prospectusmay be made by any method that is deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act of 1933Act, as amended. The minimum price on any day at which shares of Common Stock may be sold will not be less than the MinimumPrice, which will be equal to the then current NAV per share of Common Stock plus the amount of the commission per share ofCommon Stock to be paid to the Distributor (the “Minimum Price”). The Company and the Distributor will determine whether anysales of shares of Common Stock will be authorized on a particular day. The Company and the Distributor, however, will not authorizesales of shares of Common Stock if the price per share of Common Stock is less than the Minimum Price. The Company and theDistributor may elect not to authorize sales of shares of Common Stock on a particular day even if the price per share of CommonStock is equal to or greater than the Minimum Price or may only authorize a fixed number of shares of Common Stock to be sold onany particular day. The Company and the Distributor will have full discretion regarding whether sales of shares of Common Stock willbe authorized on a particular day and, if so, in what amounts. The Distributor may enter into sub-placement agent agreements with one or more selected dealers. The Distributor hasentered into a sub-placement agent agreement, dated December 15, 2025, with UBS Securities LLC (the “Sub-Placement Agent”)relating to the shares of Common Stock offered by this Prospectus Supplement and the accompanying Prospectus. In accordance withthe terms of the Sub-Placement Agent Agreement, the Company may offer and sell shares of Common Stock from time to timethrough the Sub-Placement Agent as sub-placement agent for the offer and sale of shares o