ArrowMark金融美股招股说明书(2025-12-22版)

ArrowMark Financial Corp. (the “Company”) is offering 673,249 shares of our common stock, par value $0.001 per share,directly to institutional investors, including clients of ArrowMark Colorado Holdings, LLC, an affiliate of the Company, pursuant tothis prospectus supplement, the accompanying base prospectus (the “Base Prospectus”), and that certain Securities PurchaseAgreement, dated December18, 2025 (the “Securities Purchase Agreement”), by and among us and the institutional investors. We areoffering the shares of our common stock in this offering at a price per share of $22.28. Under the Investment Company Act of 1940, asamended (the “1940 Act”), the Company may not sell any shares of Common Stock at a price below the current 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 December18, 2025, the last reported sale price for the Company’s Common Stock onNASDAQ was $22.28 per share, and the NAV of the Common Stock was $22.20 per share, representing a premium to NAV of 0.36%. The offering of our shares of common stock is subject to the provisions of the 1940 Act, which generally require that thepublic offering price of Common Stock of a closed-end investment company (exclusive of distribution commissions and discounts)must equal or exceed the net asset value per share of our common stock (calculated within 48 hours of pricing), absent shareholderapproval or under certain other circumstances. Investing in the Company’s Common Stock involves certain risks. You could lose some or all of your investment. See“Risk factors” on page28 of the accompanying Prospectus. Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved ordisapproved of these securities or determined if this Prospectus Supplement or the accompanying Prospectus is truthful orcomplete. Any representation to the contrary is a criminal offense. This Prospectus Supplement is dated December 18,2025. You should read this Prospectus Supplement, the accompanying Prospectus and the documents incorporated herein or thereinby reference, which contain important information about the Company that you should know before deciding whether to invest, andretain them for future reference. AStatement of Additional Information, dated February18, 2025, as supplemented and restatedDecember15, 2025 (the “SAI”), containing additional information about the Company, has been filed with the SEC and isincorporated by reference in its entirety into the accompanying Prospectus. This Prospectus Supplement, the accompanying Prospectusand the SAI are part of a “shelf” Registration Statement that the Company filed with the SEC. This Prospectus Supplement describesthe specific details regarding this offering, including the method of distribution. If information in this Prospectus Supplement isinconsistent with the accompanying Prospectus or the SAI, you should rely on this Pr