ArrowMark金融美股招股说明书(2026-01-22版)

2,604,156 Shares of Common Stock ArrowMark Financial Corp. Issuable Upon Exercise of Transferrable Rights to Subscribe for Shares of Common Stock ArrowMark Financial Corp. (the “Fund”) is a non-diversified, closed-end management investment company. The Fund is issuing transferable rights (“Rights”) to its common stockholders of record (“Record Date Shareholders”) as of 5:00p.m.,Eastern time, on January 22, 2026 (the “Record Date”), entitling the holders of Rights to subscribe for up to an aggregate of 2,604,156 of theFund’s shares of common stock, par value $0.001 per share (“Common Shares”) (the “Offer”). Record Date Shareholders will receive oneRight for each outstanding Common Share held on the Record Date. The Rights entitle their holders to purchase one new Common Share forevery three Rights held (1-for-3). Any Record Date Shareholder who owns fewer than three Common Shares as of the Record Date maysubscribe, at the Subscription Price, for one full Common Share in the Offer. In addition, Record Date Shareholders who fully exercise theirRights (other than those Rights that cannot be exercised because they represent the right to acquire less than one Common Share) will beentitled to subscribe for additional Common Shares that remain unsubscribed as a result of any unexercised Rights. This over-subscriptionprivilege is subject to a number of limitations and subject to allotment. The subscription price per Common Share to be issued in the Offer (the “Subscription Price”) will be determined based upon aformula equal to 92.5% of the average of the last reported sale price of a Common Share on the NASDAQ Global Select Market (“NASDAQ”)on the date on which the Offer expires, as such date may be extended from time to time, and each of the four (4) preceding trading days (the“Formula Price”). If, however, the Formula Price is less than 90% of the net asset value (“NAV”) per Common Share at the close of trading onthe NASDAQ on the Expiration Date (as defined below), then the Subscription Price will be 90% of the Fund’s NAV per Common Share at theclose of trading on the NASDAQ on the Expiration Date. The Fund will pay a sales load on the Subscription Price. The Offer will expire at5:00p.m., Eastern time, on February 18, 2026, unless extended as described in this Prospectus Supplement (the “Expiration Date”). The NAVper Common Share at the close of trading on the NASDAQ on the Expiration Date (as defined below) shall refer to the most recentlydetermined NAV per Common Share as of such date. Rights holders will not know the Subscription Price at the time of exercise and will be required initially to pay for both the CommonShares subscribed for pursuant to the primary subscription and, if eligible, any additional Common Shares subscribed for pursuant to the over-subscription privilege at the estimated Subscription Price of $19.93 per Common Share and, except in limited circumstances, will not be able torescind their subscription. Exercising your Rights and investing in the Fund’s Common Shares involves a high degree of risk. See “Risk Factors” onpage28 of the accompanying Prospectus. The Offer will dilute the ownership interest and voting power of the Common Shares owned by Common Shareholders who donot fully exercise their Rights. Common Shareholders who do not fully exercise their Rights should expect, upon completion of theOffer, to own a smaller proportional interest in the Fund than before the Offer. Further, if the net proceeds per Common Share fromthe Offer are at a discount to the Fund’s NAV per Common Share, this Offer will reduce the Fund’s NAV per Common Share. Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved ofthese securities or determined if this Prospectus Supplement or the accompanying Prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. (notes on following page) The Common Shares are expected to be delivered on or about February 25, 2026, unless the Offer is extended. UBS Investment Bank This Prospectus Supplement is dated January 22, 2026. Assumes that all Rights are exercised at the estimated Subscription Price. All of the Rights may not be exercised. (2)Estimated on the basis of 92.5% of the average of the last reported sales price per Common Share at the close of trading on theNASDAQ on January 16, 2026 and each of the four (4) preceding trading days. See “Terms of the Offer—Subscription Price.” (3)In connection with the Offer, UBS Securities LLC will act as dealer manager for the Offer (the “Dealer Manager”). The Fund hasagreed to pay the Dealer Manager a fee for its financial structuring and soliciting services equal to 3.75% of the, Subscription Priceper Common Share for each Common Share issued pursuant to the exercise of Rights (including the over-subscription privilege).Based on the Estimated Subscription Price, this Dealer Manager fee would amount to $0.75 per Commo