Form 8-K - Current report

0000750686false00007506862024-12-202024-12-20

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): December 20, 2024

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: [phone]

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

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Item 7.01			Regulation FD Disclosure.

On December 20, 2024, Camden National Corporation (the “Company”) issued a press release announcing the result of the special meeting of Northway Financial, Inc. ("Northway") stockholders, and the receipt of regulatory approval of the merger of Northway with and into the Company, with the Company as the surviving corporation. A copy of the press release is attached to this report as Exhibit 99.1, which is incorporated herein by reference.

This information 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, and 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 December 20, 2024
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: December 20, 2024

 

			CAMDEN NATIONAL CORPORATION (Registrant)
			By:			/s/ MICHAEL R. ARCHER
						Michael R. Archer Chief Financial Officer and Principal Financial & Accounting Officer

 

FOR IMMEDIATE RELEASE

Media Inquiries:

Renée Smyth

Chief Experience and Marketing Officer

[phone]

[e-mail]

Camden National Corp. Receives Regulatory Approvals for Merger of Northway Financial, Inc.

Camden, ME, December 20, 2024 – Camden National Corporation (“Camden National”) (NASDAQ: CAC), the bank holding company for Camden National Bank, announced today that it had received all necessary regulatory approvals to complete its previously announced proposed merger with Northway Financial, Inc. (“Northway”) (OTCQB: NWYF), the parent company of Northway Bank. The transaction is expected to close on or about January 2, 2025, pending satisfaction of customary closing conditions.

“We are pleased to have quickly received the required regulatory approvals for this merger, and we remain excited to bolster our footprint into New Hampshire,” said Simon Griffiths, president and chief executive officer of Camden National. “We look forward to bringing these two strong, like-minded companies together to deliver excellence in service to customers and communities across this thriving market.”

After closing, Camden National will provide Northway customers with comprehensive information about the anticipated conversion of their accounts expected in mid-March 2025.

On September 9, 2024, Camden National and Northway announced they had entered into a definitive agreement to merge. On December 17, 2024, Northway shareholders approved all matters in support of the merger.

About Camden National Corporation

Camden National Corporation (NASDAQ: CAC) is Northern New England's largest publicly traded bank holding company, with $5.7 billion in assets. Founded in 1875, Camden National Bank has 57 branches in Maine and New Hampshire, is a full-service community bank offering the latest digital banking, complemented by award-winning, personalized service. 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.

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Forward Looking Statements

Certain statements contained in this press release that are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including certain plans, expectations, goals, projections, and other statements, which are subject to numerous risks, assumptions, and uncertainties. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like "believe," "expect," "anticipate," "estimate," and "intend" or future or conditional verbs such as "will," "would," "should," "could," or "may." Certain factors that could cause actual results to differ materially from expected results include increased competitive pressures; inflation; ongoing competition in labor markets and employee turnover; deterioration in the value of Camden National's investment securities; changes in consumer spending and savings habits; changes in the interest rate environment; changes in general economic conditions; operational risks including, but not limited to, cybersecurity, fraud, pandemics and natural disasters; legislative and regulatory changes that adversely affect the business in which Camden National is engaged; turmoil and volatility in the financial services industry, including failures or rumors of failures of other depository institutions which could affect Camden National's ability to attract and retain depositors, and could affect the ability of financial services providers, including the Company, to borrow or raise capital; actions taken by governmental agencies to stabilize the financial system and the effectiveness of such actions; changes to regulatory capital requirements in response to recent developments affecting the banking sector; changes in the securities markets and other risks and uncertainties disclosed from time to time in Camden National's Annual Report on Form 10-K for the year ended December 31, 2023, as updated by other filings with the Securities and Exchange Commission ("SEC"). Further, statements regarding the potential effects of the war in Ukraine, conflict in the Middle East and other notable and global current events on the Company's business, financial condition, liquidity and results of operations may constitute forward-looking statements and are subject to the risk that the actual effects may differ, possible materially, from what is reflected in those forward-looking statements due to factors and future developments that are uncertain, unpredictable and in many cases beyond the Company's control. Camden National does not have any obligation to update forward-looking statements.

Document and Entity Information Document	Dec. 20, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Dec. 20, 2024
Entity Registrant Name	Camden National Corp
Entity Central Index Key	0000750686
Amendment Flag	false
Entity Incorporation, State or Country Code	ME
Entity File Number	001-13227
Entity Tax Identification Number	01-0413282
Entity Address, Address Line One	Two Elm Street
Entity Address, City or Town	Camden
Entity Address, State or Province	ME
Entity Address, Postal Zip Code	04843
City Area Code	207
Local Phone Number	236-8821
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, without par value
Trading Symbol	CAC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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