Camden National (CAC) Chair to Retire; McCarthy Named Chair in 2025

Camden National Corporation announced that Lawrence J. Sterrs will retire from its Board of Directors effective December 31, 2025.

Rhea-AI Filing Summary

Camden National Corporation announced that Lawrence J. Sterrs will retire from its Board of Directors effective December 31, 2025. Mr. Sterrs has been a director since 2015 and currently serves as Board Chair and as a member of the Compensation and Technology Committees while chairing the Corporate Governance & Risk Committee. The filing states his retirement is not due to any disagreement with management or the Board. The Board has appointed Marie J. McCarthy, a director since 2018 and current chair of the Compensation Committee, as Vice-Chair immediately and as Chair upon Mr. Sterrs' retirement, ensuring an orderly leadership succession.

Positive

• Planned leadership succession with Vice-Chair named to assume Chair on December 31, 2025
• Internal candidate promoted (Marie J. McCarthy has been a director since 2018), supporting continuity
• Retirement not due to disagreement, reducing immediate governance concern

Negative

• Loss of an experienced Chair who served on the Board since 2015, which could change Board dynamics
• Committee leadership changes may follow and should be watched for potential shifts in oversight priorities

Insights

Corporate Governance Analyst

Organized, internal succession reduces disruption risk.

The Board is executing an internal succession by elevating Marie J. McCarthy from Vice-Chair to Chair effective December 31, 2025, which maintains continuity because she has served on the Board since 2018 and currently chairs the Compensation Committee.

This transition lowers short-term governance disruption but slightly raises strategic oversight change risk as a long‑serving Chair departs; investors may monitor committee leadership updates and any shifts in Board priorities over the next 12 months.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What change did Camden National Corporation (CAC) report in this 8-K?

The company reported that Lawrence J. Sterrs will retire from the Board effective December 31, 2025, and Marie J. McCarthy was appointed Vice-Chair immediately and will become Chair upon his retirement.

Is Mr. Sterrs' retirement related to any disagreement with management or the Board (CAC)?

No. The filing states the decision to retire is not the result of any disagreement with management or the Board.

How long have the departing Chair and successor served on the Camden National Board?

Mr. Sterrs has served since 2015; Ms. McCarthy has served since 2018.

When will Marie J. McCarthy assume the Chair role at Camden National (CAC)?

Ms. McCarthy will become Chair effective on December 31, 2025.

What committees did Mr. Sterrs and Ms. McCarthy serve on?

Mr. Sterrs served as Chair and was a member of the Compensation and Technology Committees and chaired Corporate Governance & Risk. Ms. McCarthy is a member of the Technology Committee and chairs the Compensation Committee.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/09/2025 - 04:05 PM Learn about SEC filing dates

0000750686false00007506862025-09-042025-09-04

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 ☐

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

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.     

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