EX-99.2 3 exhibit992.htm EX-99.2 Document

EXHIBIT 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL INFORMATION
The following unaudited pro forma condensed combined financial information is based on the historical financial statements of Arrow and Adirondack, and has been prepared to illustrate the financial effect of the Merger. The following unaudited pro forma condensed combined financial information combines the historical consolidated financial position and results of operations of Arrow and its subsidiaries and of Adirondack and its subsidiaries, as an acquisition by Arrow of Adirondack using the acquisition method of accounting (Accounting Standards Codification (ASC) 805 “Business Combinations”) and giving effect to the related pro forma adjustments described in the accompanying notes. Under the acquisition method of accounting, the assets and liabilities of Adirondack will be recorded by Arrow at their respective fair values as of the date the Merger was completed. The pro forma financial information should be read in conjunction with Arrow’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026 and Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which are incorporated by reference herein, and Adirondack’s quarterly results for the fiscal quarter ended March 31, 2026 and annual results for the fiscal year ended December 31, 2025, which are included herein.

The unaudited pro forma condensed combined financial information set forth below assumes that the Merger was consummated on January 1, 2025 for purposes of the unaudited pro forma condensed combined statements of income and March 31, 2026 for purposes of the unaudited pro forma condensed combined balance sheet and gives effect to the Merger, for purposes of the unaudited pro forma condensed combined statements of income, as if it had been effective during the entire period presented.

These unaudited pro forma condensed combined financial statements reflect the Merger based upon estimated preliminary acquisition accounting adjustments. Actual adjustments will be made as of the effective date of the Merger and, therefore, may differ from those reflected in the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial statements included herein are presented for informational purposes only and do not necessarily reflect the financial results of the combined company had the companies actually been combined at the beginning of each period presented. The adjustments included in these unaudited pro forma condensed financial statements are preliminary and may be revised. This information also does not reflect the benefits of the expected cost savings, expense efficiencies or any potential balance sheet restructuring, opportunities to earn additional revenue, potential impacts of current market conditions on revenues, or asset dispositions, among other factors, and includes various preliminary estimates and may not necessarily be indicative of the financial position or results of operations that would have occurred if the Merger had been consummated on the date or at the beginning of the period indicated or which may be attained in the future. The unaudited pro forma condensed combined financial statements and accompanying notes should be read in conjunction with and are qualified in their entirety by reference to the historical consolidated financial statements and related notes thereto of Arrow and its subsidiaries and of Adirondack and its subsidiaries. Such information and notes thereto are incorporated by reference herein.










March 31, 2026
(Dollars In Thousands)
Arrow Financial CorporationAdirondack Bancorp, Inc.Proforma AdjustmentsFoot-notesPro Forma Combined
ASSETS
Cash and Cash Equivalents$285,606 $54,880 $(28,993)1$311,493 
Investments594,566 297,423 — 891,989 
Loans3,438,966 610,924 (21,706)24,028,184 
Allowance for Credit Losses(34,055)(4,702)(976)3(39,733)
Net Loans3,404,911 606,222 (22,682)3,988,451 
Goodwill23,789 2,023 44,585 470,397 
Core Deposit Intangibles677 — 16,387 517,064 
Other Assets212,470 50,048 10,734 6273,252 
Total Assets$4,522,019 1,010,596 20,031 $5,552,646 
LIABILITIES
Noninterest-Bearing Deposits$721,734 336,557 — $1,058,291 
Interest-Bearing Deposits3,292,205 586,159 (396)73,877,968 
Total Deposits4,013,939 922,716 (396)4,936,259 
Borrowings4,265 — — 4,265 
Junior Subordinated Obligations Issued to Unconsolidated Subsidiary Trusts20,000 8,248 — 28,248 
Other liabilities43,672 14,189 7,786 865,647 
Total Liabilities4,081,876 945,153 7,390 5,034,419 
STOCKHOLDERS’ EQUITY
Preferred Stock— — — — 
Common Stock and Additional Paid-in Capital436,498 12,920 68,266 9517,684 
Retained Earnings110,804 68,970 (72,072)10107,702 
Treasury Stock(102,395)(4,267)4,267 11(102,395)
Accumulated Other Comprehensive Loss(4,764)(12,180)12,180 11(4,764)
Total Stockholders’ Equity440,143 65,443 12,641 518,227 
Total Liabilities and Stockholders’ Equity$4,522,019 1,010,596 20,031 $5,552,646 



For the Year Ended December 31, 2025
(Dollars In Thousands, Except Per Share Amounts)
Arrow Financial Corporation
Adirondack Bancorp, Inc.
Proforma AdjustmentsFoot-
notes
Pro Forma Combined
Interest income
Interest and fees on loans$184,069 $33,234 $4,770 12$222,073 
Other interest income26,078 9,077 2,198 1337,353 
Total interest income210,147 42,311 6,968 259,426 
Interest expense
Deposits75,948 7,452 (310)1483,090 
Borrowings1,035 700 — 1,735 
Total interest expense76,983 8,152 (310)84,825 
Net interest income133,164 34,159 6,658 173,981 
Provision for credit losses7,274 294 — 7,568 
Net interest income after provision for credit losses
125,890 33,865 6,658 166,413 
Noninterest income32,432 5,829 — 38,261 
Noninterest expense
Salaries and employee benefits56,289 20,141 — 76,430 
Amortization of core deposit intangibles167 — 2,979 153,146 
Other expenses46,478 15,334 3,528 1665,340 
Total noninterest expense
102,934 35,475 6,507 144,916 
Income before income tax expense55,388 4,219 151 59,758 
Income tax expense (benefit)11,435 715 495 1712,645 
Net income$43,953 3,504 (344)$47,113 
Average Shares Outstanding
Basic
16,503 1,063 949 1818,515 
Diluted
16,505 1,063 949 1818,517 
Per Common Share
Basic
$2.65 $3.30 $2.54 
Diluted
$2.65 $3.30 $2.54 




For the Three Months Ended March 31, 2026
(Dollars In Thousands, Except Per Share Amounts)
Arrow Financial Corporation
Adirondack Bancorp, Inc.
Proforma AdjustmentsFoot-
notes
Pro Forma Combined
Interest income
Interest and fees on loans$47,126 $8,134 $1,099 12$56,359 
Other interest income6,668 2,344 549 139,561 
Total interest income53,794 10,478 1,648 65,920 
Interest expense
Deposits17,448 1,620 (11)1419,057 
Borrowings216 179 — 395 
Total interest expense17,664 1,799 (11)19,452 
Net interest income36,130 8,679 1,637 46,446 
Provision for credit losses548 — — 548 
Net interest income after provision for credit losses
35,582 8,679 1,637 45,898 
Noninterest income8,628 1,429 — 10,057 
Noninterest expense
Salaries and employee benefits14,922 5,141 — 20,063 
Amortization of core deposit intangibles39 — 670 15709 
Other expenses11,904 4,677 — 16,581 
Total noninterest expense
26,865 9,818 670 37,353 
Income before income tax expense17,345 290 967 18,602 
Income tax expense3,860 38 242 174,140 
Net income$13,485 252 725 $14,462 
Average Shares Outstanding
Basic
16,382 1,076 949 1818,407 
Diluted
16,403 1,076 949 1818,428 
Per Common Share
Basic
$0.82 $0.23 $0.79 
Diluted
$0.82 $0.23 $0.78 




NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.Represents the cash consideration of the deal, approximately $19.9 million, or $18.72 per share, and one-time merger-related charges to be paid by Adirondack prior to the transaction closing of approximately $9.1 million.

2.To record the $21.0 million fair value adjustment for Adirondack's loans, which is expected to be accreted based on the expected average life of the loan portfolio and eliminate net deferred loan costs of $660 thousand.

3.To record the $976 thousand net increase in the allowance for credit losses, which reflects reversal of the Adirondack allowance for credit losses of $4.7 million partially offset by the $5.7 million day-1 allowance for credit losses. Arrow adopted Accounting Standards Update (“ASU”) 2025-08, Financial Instruments—Credit Losses (Topic 326) in its historical financial statements and therefore, the effects of this standard are reflected in the unaudited pro forma condensed combined financial information.

4.To record estimated goodwill created in the transaction of $46.6 million and eliminate Adirondack goodwill of $2.0 million. The following table sets forth a preliminary allocation of estimated merger considerations to the fair value of the identifiable assets acquired and liabilities assumed of Adirondack’s consolidated statement of financial condition as of March 31, 2026, based on Arrow's common stock price as of July 1, 2026.

Total consideration transferred$101,081 
Assets acquired:
   Cash and cash equivalents45,780 
   Investment Securities297,423 
   Net Loans583,540 
   Core Deposit Intangibles16,387 
   Other assets60,358 
      Total assets$1,003,488 
Liabilities assumed:
   Deposits922,320 
   Junior Subordinated Obligations8,248 
   Other liabilities18,447 
      Total liabilities$949,015 
Fair value of net assets acquired$54,473 
Goodwill recorded in acquisition$46,608 

5.    To record the $16.4 million of core deposit intangibles, which is expected to be amortized over the sum-of-years' digits for 10 years.

6.    Accounting adjustments to other assets consist of $4.7 million to record fair value adjustments for Adirondack's premises and equipment, $0.9 million to record write-down of Adirondack's other assets, $7.0 million to record net deferred tax assets related to the estimated fair value purchase accounting adjustments, tax benefits related to one-time merger charges, and the net tax impact related to the recording of the core deposit intangible.

7.    To record the $396 thousand fair value adjustment of acquired certificates of deposit.

8.    Accounting adjustment to other liabilities consists of the accrual of one-time merger-related charges for Adirondack and Arrow: (a) Adirondack pre-tax charges are estimated at $4.3 million ($3.3 million after-tax) and are included as a pro forma fair value liability accrual, and (b) Arrow pre-tax charges are estimated at $3.5 million ($3.1 million after-tax) and are included as a pro forma liability accrual with the after-tax cost as reduction to retained earnings In addition and not reflected in the unaudited proforma condensed combined financial statements, Arrow expects to incur $12.8 million of estimated costs relating to severance, contract termination fees, system conversion costs, and marketing.




9.    Accounting adjustments to common stock and paid-in capital consist of issuance of $81.2 million of common stock issued by Arrow and elimination of $12.9 million of Adirondack's common stock and additional paid-in capital.

10.    Accounting adjustments to retained earnings consist of elimination of $69.0 million of Adirondack's retained earnings and $3.1 million in after-tax one-time merger-related charges as described in Note 8.

11.    Accounting adjustments to eliminate Adirondack's historical stockholders' equity.

12.    To record loan discount accretion of the non-credit fair value adjustment, based on the expected average life of the portfolio. The adjustment reflects the accretion of the $21.0 million fair value adjustment resulting in an increase in interest income from loans of $4.8 million and $1.1 million for the year ended December 31, 2025 and the quarter ended March 31, 2026, respectively.

13.    To record accretion of the available-for-sale securities fair value adjustment, which will be amortized into income based on the expected life of securities. The adjustment reflects an increase in interest income from investment securities of $2.2 million and $549 thousand for the year ended December 31, 2025 and the quarter ended March 31, 2026, respectively. Securities available-for-sale were recorded at fair value and therefore, no balance sheet adjustment is necessary.

14.    To record certificates of deposit discount accretion of $310 thousand and $11 thousand for the year ended December 31, 2025 and the quarter ended March 31, 2026, respectively.

15.    To record $3.0 million and $0.7 million of amortization of core deposit intangible for the year ended December 31, 2025 and the quarter ended March 31, 2026, respectively. The adjustment reflects the amortization of the $16.4 million core deposit intangible over 10 years using the sum-of-the-years’ digits method.

16.    Reflects estimated one-time merger-related charges of $3.5 million for the year ended December 31, 2025 to be incurred by Arrow.

17. Reflects tax impact associated with the transaction adjustments recorded above at an estimated effective tax rate of 25%, further adjusted by the treatment of merger-related charges based on their estimated deductibility for tax purposes.

18. Reflects the number of basic and diluted common shares to be issued by Arrow in its purchase consideration for Adirondack, which is comprised of Adirondack common stock and the contractual acceleration of unvested restricted stock units being exchanged for Arrow common stock at an exchange ratio of 1.8610, less the elimination of the Adirondack common shares outstanding.