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箭牌金融 2025年度报告

2026-03-27 美股财报 郭生根
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(Exact name of registrant as specified in its charter) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.☐Yes☒NoIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.☐Yes☒No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles).☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying withany new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by a check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7562(b)) by the registered public accountingfirm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant includedin the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which thecommon equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recentlycompleted second fiscal quarter:$426,347,636 Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. Outstanding as of February 27, 2026 ClassCommon Stock, par value $1.00 per share DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s Proxy Statement for Annual Meeting of Shareholders to be held June 3, 2026 are incorporated by reference into Part III of this Form 10-K. Auditor Name: Crowe LLPAuditor Location: Indianapolis, IndianaAuditor Firm ID: 173 EXPLANATORY NOTE This Amendment No. 1 to the Annual Report on Form 10-K (this “Amendment”) amends the Annual Report on Form 10-K for the yearended December 31, 2025, originally filed on March 6, 2026 (the “Original Filing”) by Arrow Financial Corporation ("Arrow" or the“Company”). Arrow is filing this Amendment to add Exhibit 97.1, the Arrow Financial Corporation Clawback Policy (Adopted as of Except as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of andfor the periods covered in the Original Filing, and the Company has not updated the disclosures contained therein to reflect anysubsequent events. EXHIBIT INDEX The following exhibits are incorporated by reference herein. ExhibitNumber Exhibit 3.(i)Certificate of Incorporation of the Registrant as Amended through June 3, 2019, incorporated herein by reference from the Registrant’s Current Report on Form 8-K, filed June 5, 2019, Exhibit 3.13.(ii)By-laws of the Registrant, as amended, incorporated herein by reference from the Registrant’s Current Report on Form 8-K 4.1Amended and Restated Declaration of the Trust by and among U.S. Bank National Association, as Institutional Trustee, theRegistrant, as Sponsor and certain Administrators named therein, dated as of July 23, 2003, relating to Arrow Capital Statutory Trust II, incorporated herein by reference from the Registrant’s Quarterly Report on Form 10-Q for the quarterended September 30, 2003, Exhibit 4.14.2Indenture between the Registrant, as Issuer, and U.S. Bank National Association, as Trustee, dated as of July