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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)
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Maine | 001-13227 | 01-0413282 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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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:
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| 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 ☐
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
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
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.
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| 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.
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| Item 9.01 | Financial Statements and Exhibits. |
(d) The following exhibits are filed with this Report:
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| 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
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| | CAMDEN NATIONAL CORPORATION
(Registrant) |
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| By: | /s/ MICHAEL R. ARCHER |
| | | Michael R. Archer
Chief Financial Officer and Principal Financial & Accounting Officer |
