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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (date of earliest event reported): September 4, 2025

Camden National Corporation

(Exact name of registrant as specified in its charter)


Maine	001-13227		01-0413282
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)

Two Elm Street	Camden	Maine	04843
(Address of principal executive offices)			(Zip Code)

Registrant's telephone number, including area code: (207) 236-8821

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:

☐ 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))

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, without par value	CAC	The NASDAQ Stock Market LLC

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


Item 5.02			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

If an 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 On September 4, 2025, Lawrence J. Sterrs notified Camden National Corporation (the “Company”) that he will retire from the Board of Directors of the Company (the “Board”), effective December 31, 2025. Mr. Sterrs has served as a member of the Board since 2015. Mr. Sterrs currently serves as Chair of the Board and is a member of the Board’s Compensation and Technology Committees and is the chair of the Board’s Corporate Governance & Risk Committee. Mr. Sterrs’ decision to retire is not the result of any disagreement with management or the Board.

In connection with Mr. Sterrs’ retirement, the Board appointed Marie J. McCarthy as Vice-Chair of the Board, effective immediately, and as Chair of the Board, effective upon Mr. Sterrs’ retirement. Ms. McCarthy has served as a member of the Board since 2018. Ms. McCarthy currently serves as a member of the Board’s Technology Committee and as chair of the Board’s Compensation Committee.


Item 7.01			Regulation FD Disclosure.

On September 9, 2025, the Company issued a press release announcing Mr. Sterrs’ retirement and the appointment of Ms. McCarthy as Chair of the Board. A copy of the press release is attached as Exhibit 99.1. The press release is being furnished pursuant to Item 7.01, and the information contained therein shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities under that Section. Furthermore, the information contained in Exhibit 99.1 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933.


Item 9.01			Financial Statements and Exhibits.

(d) The following exhibits are filed with this Report:


Exhibit No.			Description
99.1			Press Release Dated September 9, 2025
101			Cover Page Interactive Data - the cover page XBRL tags are embedded within the Inline XBRL document.
104			Cover Page Interactive Data File - Included in Exhibit 101.

SIGNATURES

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.

Dated: September 9, 2025


			CAMDEN NATIONAL CORPORATION (Registrant)


			By:			/s/ MICHAEL R. ARCHER
						Michael R. Archer Chief Financial Officer and Principal Financial & Accounting Officer

EX-99.1 2 camdennationalbankannounce.htm EX-99.1 Document

Media Contact:

Renée Smyth, Executive Vice President

Chief Experience & Marketing Officer

Camden National Bank

Rsmyth@CamdenNational.bank

FOR IMMEDIATE RELEASE

Camden National Corporation Announces Succession for Chair of its Board of Directors

Marie J. McCarthy appointed to Vice-Chair of the Board and to succeed Lawrence J. Sterrs as Chair of the Board upon his retirement.

CAMDEN, Maine, September 9, 2025 /PRNewswire/ -- Camden National Corporation (NASDAQ: CAC; “Camden National” or the “Company”), is pleased to announce the appointment of Marie J. McCarthy as Vice-Chair of the Board of Directors of the Company (the “Board”), effective immediately, and as Chair of the Board, effective upon the retirement of Mr. Lawrence “Larry” J. Sterrs. McCarthy’s extensive executive and leadership experience will be invaluable to the Board as it continues to focus on driving long-term value creation.

Mr. Sterrs will retire from the Board, effective December 31, 2025, after 10 years of distinguished service on the Board, including serving as Chair of the Board since 2017.

“Today’s announcement marks the successful conclusion of a thoughtful and well-executed succession process led by the Board and Larry, designed to ensure leadership continuity and the ongoing success of the Company,” said Simon Griffiths, President and Chief Executive Officer of Camden National. “As Larry prepares to retire after more than a decade of dedicated service, we extend our sincere gratitude for his many contributions.”

Ms. McCarthy has served as an independent member of the Board since 2018, chairing the Compensation Committee and serving on the Technology Committee.

Mr. Griffiths continued, “Marie has had a profound impact on our business, consistently applying a disciplined approach to strategy, execution, and customer experience. She brings both a global and community-focused perspective, along with deep expertise in people and culture. Her more than 30 years of leadership at L.L.Bean, particularly in real estate and operational excellence, make her an invaluable asset to our organization.”

“Marie McCarthy has been a valued voice on the Board and a distinguished leader serving global businesses and nonprofit communities,” said Mr. Sterrs. “As I retire and we celebrate Camden National Bank’s 150th anniversary, I am thrilled she will step into the role of Board Chair, and am confident she will guide the Board with strength and vision.

I also want to thank my fellow directors and Simon Griffiths for their leadership during this transition.”

Ms. McCarthy served as Chief Operations Officer at L.L.Bean before retiring in April 2025. Ms. McCarthy had been with L.L.Bean since 1993, where she worked primarily in human resources throughout her career. Ms. McCarthy’s role at L.L.Bean had evolved in recent years to include current oversight of Operations, encompassing Fulfillment, Returns, Manufacturing, Customer Satisfaction, and Corporate Facilities and Real Estate. Ms. McCarthy was a member of L.L.Bean’s Investment Committee and Benefits Committee, Retail Real Estate Committee, and Corporate Real Estate Committee, overseeing all corporate holdings. Ms. McCarthy currently serves on the Boards of Directors of Maine Health and the Olympia Snowe Women’s Leadership Institute. She has shared her talents with numerous other nonprofit organizations over the years.

“I am honored to succeed Larry and grateful for the chance to build on his inspiring leadership. In the years I have served with him, I have come to admire his passion, leadership, and dedication to this strong organization,” Ms. McCarthy said.

About Camden National Corporation

Camden National Corporation (NASDAQ: CAC) is the largest publicly traded bank holding company in Northern New England, with $6.9 billion in assets. Founded in 1875, Camden National Bank, with 72 banking centers in Maine and New Hampshire, is a full-service community bank offering the latest digital banking services, complemented by award-winning, personalized support. Additional information is available at CamdenNational.bank. Member FDIC. Equal Housing Lender.

Comprehensive wealth management, investment, and financial planning services are delivered by Camden National Wealth Management.

Forward-Looking Statements

Certain statements contained in this press release that are not statements of historical fact may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, among other things, statements regarding changes to the Board of Directors, succession, governance, and other statements that are not historical in nature. Any information that is not historical in nature included in this release is subject to change. These statements are made on the basis of views and assumptions regarding future events as of the time the statements are made. The Company does not undertake any obligation to update these statements. Actual results may differ materially from those expressed or implied. Such differences may result from actions taken by the Company, including changes to the Board of Directors and business or governance decisions, as well as from developments beyond the Company’s control, including the factors set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and subsequent filings with the Securities and Exchange Commission.