UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 ORor 15(d) of The Securities Exchange Act of 1934

~~The~~Date ~~Securities~~of ~~Exchange~~Report ~~Act~~ (Date of ~~1934~~earliest event reported) March 25, 2025

Date of Report (Date of earliest event reported) November 9, 2022

ArrowMark Financial Corp.

(Exact Name of Registrant as Specified in Charter)

Delaware		~~333~~811-~~189307~~22853		90-0934878
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

100 Fillmore Street, Suite 325, Denver, Colorado		80206
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (303) 398-2929

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock BANX NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 o this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). ~~Emerging~~of ~~growth~~this ~~company~~chapter).

If☐ anEmerging ~~emerging~~ growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

~~Item~~If ~~2.02~~an ~~Results~~emerging ofgrowth ~~Operations~~company, ~~and~~indicate ~~Financial~~by ~~Condition~~check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

OnItem ~~November~~3.01. 9,Notice ~~2022,~~of ~~the~~Delisting ~~registrant issued~~or aFailure ~~press~~to ~~release~~Satisfy ~~announcing~~a ~~its~~Continued ~~financial~~Listing ~~results~~Rule ~~for~~or ~~the~~Standard; ~~third~~Transfer ~~quarter~~of ~~ended~~Listing

~~September~~On 30March 25, ~~2022~~2025, ArrowMark Financial Corp. (the “Company”) ~~The~~received ~~text~~a letter from Nasdaq in response to the Company’s notification to Nasdaq that Mr. Michael Stolper, who was an independent director and member of the ~~press~~Company’s ~~release~~Audit Committee, had passed away on March 21, 2025. As a result, the Company has only two independent directors serving on its Audit Committee and is ~~included~~not in compliance with Nasdaq’s audit committee composition requirement of three independent directors as ~~Exhibit~~set ~~99.1~~forth toin ~~this~~Nasdaq ~~Form~~Listing ~~8-K~~Rule 5605(c).

~~The~~Consistent ~~information~~with ~~disclosed~~Listing ~~under~~Rule ~~this~~5605(c)(4), ~~item 2.02~~Nasdaq ishas ~~being~~provided the ~~furnished~~Company ~~and~~a ~~shall~~cure ~~not~~period bein ~~deemed~~order ~~“filed”~~to ~~for~~regain ~~purposes~~compliance of(i) ~~Section~~until 18the earlier of the ~~Securities~~Company’s ~~Exchange~~next ~~Act~~annual ofshareholders’ ~~1934~~meeting ~~and~~or ~~shall~~March ~~not~~21, be2026, ~~deemed~~or ~~incorporated~~(ii) byif ~~reference~~the ~~into~~next ~~any~~annual ~~filing~~shareholders’ ~~made~~meeting ~~under~~is ~~the~~held ~~Securities~~before ~~Act~~September of17, ~~1933~~2025, ~~except~~then asthe ~~expressly~~Company ~~set~~must ~~forth~~evidence bycompliance ~~specific~~no ~~reference~~later inthan ~~such~~September ~~filing~~17, 2025.

~~Item~~The 9Company was expecting the letter from Nasdaq and the Nominating and Governance Committee of the Board of Directors is currently seeking to identify a suitable candidate for appointment to the Board of Directors who will satisfy the independence requirements for serving on the Company’s audit committee.01 ~~Financial~~The ~~Statements~~Company anticipates that it will be able to identify and ~~Exhibits~~appoint a suitable candidate prior to September 17, 2025.

~~(d) Exhibits:~~SIGNATURES

Exhibit Number	Description
99.1	Press Release, dated November 9, 2022

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ARROWMARK FINANCIAL CORP.
Date: March 28, 2025
	By: /s/ Patrick J. Farrell
	Name: Patrick J. Farrell
	Title: Chief Financial Officer

Date: November 9, 2022

By: /s/ Patrick J. Farrell

Name: Patrick J. Farrell

Title: Chief Financial Officer

Exhibit Index

Exhibit Number	Description
99.1	Press Release, Dated November 9, 2022

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