CAMDEN NATIONAL CORP

There are a number of factors that may adversely affect the Company’s business, financial results or stock price. Refer to “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, for discussion of these risks. Except as set forth below, there have been no material changes from the risk factors previously disclosed in the “Risk Factors” section of our 2023 Annual Report on Form 10-K.

Risks Relating to Our Pending Merger with NFI

We may fail to realize the anticipated benefits of the merger.

We and NFI have operated independently and will continue to do so until the completion of the merger. The success of the merger, including anticipated benefits and cost savings, will depend on, among other things, our ability to successfully combine our and NFI’s businesses, including by minimizing any disruptions to our and NFI’s existing customer relationships and business functions, and avoiding any inconsistencies in standards, controls, procedures and policies. If we are not able successfully to achieve these objectives, the anticipated benefits of the merger may not be realized fully, or at all, or may take longer to realize than expected. Failure to achieve these anticipated benefits could result in increased costs, decreases in the amount of expected revenues and diversion of management’s time and energy and could have an adverse effect on our business, financial condition, operating results and prospects. There can be no assurance that the anticipated benefits will be realized within the time periods contemplated or at all.

Before the transactions contemplated in the merger agreement can be completed, various approvals must be obtained from bank regulatory agencies and other governmental authorities. In deciding whether to grant regulatory approval, the relevant governmental entities will consider a variety of factors, including the regulatory standing of each of the parties. An adverse condition or development in either party’s regulatory standing or other factors could prevent or delay the receipt of one or more of the required regulatory approvals. Even if granted, the terms and conditions of the approvals may impose requirements, limitations or costs or place restrictions on the conduct of the combined company’s business. Despite the parties’ commitments to use their reasonable best efforts to obtain regulatory approvals, under the terms of the merger agreement, we and NFI will not be required to complete the merger if any such approval imposes a burdensome condition. There can be no assurance that regulators will not impose conditions, terms, obligations or restrictions and that such conditions, terms, obligations or restrictions will not have the effect of delaying the completion of the merger, imposing additional material costs on or materially limiting the revenues of the combined company following the merger or otherwise reduce the anticipated benefits of the merger if the merger were completed successfully within the expected timeframe. Additionally, the completion of the merger is subject to the satisfaction or waiver of certain other closing conditions, including the absence of certain orders, injunctions or decrees by any governmental authority that would prohibit or make illegal the completion of the merger.

Because of the closing conditions in the merger agreement and the ability of either us or NFI to terminate the merger agreement in specific instances, there can be no assurance when or if the merger will be completed.

The merger agreement is subject to a number of conditions that must be satisfied or waived to complete the merger. Those conditions include, among other things, (i) the accuracy of the other party’s representations and warranties, subject to certain materiality standards, including the accuracy of the other party’s representation and warranty of the absence of a material adverse effect on the other party, (ii) the other party’s performance in all material respects of its obligations under the merger agreement, (iii) the adoption of the merger agreement and the transactions contemplated thereby by NFI shareholders, (iv) the absence of any proceeding in connection with, or that could prevent, delay, make illegal or interfere with, any of the transactions contemplated by the merger agreement, (v) the receipt of required regulatory approvals, including the approval of certain federal and state banking agencies, (vi) the effectiveness of the registration statement filed by us in connection with the issuance of our common stock in the merger, (vii) the receipt by each party of an opinion from such party’s counsel to the effect that the merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code, and (viii) the approval for listing on the Nasdaq of the shares of our common stock issuable in the merger. These conditions to the closing of the merger may not be fulfilled in a timely manner or at all, and, accordingly, the merger may not be completed. In addition, the parties can mutually decide to terminate the merger agreement at any time, before or after the required NFI shareholder approval, or we or NFI may elect to terminate the merger agreement in certain other circumstances, including that NFI is permitted to terminate the merger agreement if, as of the date regulatory approvals for the merger are received, the price of our common stock has both decreased by 20% percent or more and decreased by 20% or more relative to a regional banking index, as more fully described in the merger agreement.

We and NFI will incur transaction and integration costs in connection with the merger.

We and NFI have each incurred and expect to incur significant, nonrecurring costs in connection with consummating the merger. In addition, we will incur integration costs following the completion of the merger, including facilities and systems consolidation costs and employment-related costs. There can be no assurances that the expected benefits and efficiencies related to the integration of the businesses will be realized to offset these transaction and integration costs over time. We and NFI may also incur additional costs to maintain employee morale and to retain key employees. We and NFI will also incur significant legal, financial advisor, accounting, banking and consulting fees, fees relating to regulatory filings and notices, SEC filing fees, printing and mailing fees and other costs associated with the merger.

(a) None

(b) None

(c) The following table summarizes the Company's stock purchases during the three months ended September 30, 2024:

(1) All shares were surrendered by employees of the Company to satisfy their tax withholding obligations in connection with the vesting of restricted stock awards.

(2) In January 2024, the Company announced that the Board of Directors had authorized a common stock repurchase program for management to repurchase up to 750,000 shares. This program replaced the 2023 repurchase program and will terminate upon the earlier of (i) reaching the authorized share repurchase amount, (ii) vote by the Board of Directors to terminate the plan, or (iii) January 5, 2025.

None.

Not applicable.