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CAMDEN NATIONAL CORP

For the period ended May 19, 2026. Filed Apr 3, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 19, 2026 · Filed Apr 3, 2026

CAC$58.02+0.2%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrantý
Filed by a Party other than the Registranto

Check the appropriate box:

oPreliminary Proxy Statement
oConfidential, For Use of the Commission Only
ýDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

CAMDEN NATIONAL CORP ORATION

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

ýNo fee required.
oFee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
oFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Dear Shareholders:

You are cordially invited to attend the 2026 Annual Meeting of Shareholders of Camden National Corporation, which will be held on Tuesday, May 19, 2026, at 9:00 a.m., Eastern Daylight Time (together with any adjournments or postponements thereof, the “Annual Meeting”). We will be holding the Annual Meeting virtually via a live audio webcast atwww.virtualshareholdermeeting.com/CAC2026. We encourage you to virtually attend the Annual Meeting.

The accompanying Notice of Annual Meeting of Shareholders describes matters to be acted upon at the Annual Meeting. Please give these materials your prompt attention. Whether or not you are able to attend the Annual Meeting, please follow the instructions to vote online, by telephone, or by mail. Submitting your vote by proxy will not limit your right to attend the Annual Meeting virtually. If you attend the Annual Meeting virtually, you may vote if you wish to do so, which will supersede your proxy. Your vote is extremely important, so please act at your earliest convenience.

We appreciate your continued interest in Camden National Corporation.

Sincerely,

Marie J. McCarthy

Chair of the Board

Simon R. Griffiths

President and Chief Executive Officer

April 3, 2026

Notice of Annual Meeting of Shareholders to be held May 19, 2026

MEETING DETAILS

DateTuesday, May 19, 2026Time9:00 a.m., Eastern Daylight TimeVirtualLive Audio Webcast at www.virtualshareholdermeeting.com/CAC2026

TO THE SHAREHOLDERS OF CAMDEN NATIONAL CORPORATION:

NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Shareholders of Camden National Corporation, a Maine corporation (the “Company”), will be held on Tuesday, May 19, 2026, at 9:00 a.m., Eastern Daylight Time virtually via live audio webcast atwww.virtualshareholdermeeting.com/CAC2026 (together with any adjournments or postponements thereof, the “Annual Meeting”) for the purpose of considering and voting upon the following matters:

1234
Election of Directors.Shareholder “Say-on-Pay."Ratification of Appointment of Independent Registered Public Accounting Firm.Other Business.
To elect eleven persons to the Company’s Board of Directors, each for a one-year term that expires at the Company’s in 2027 Annual Meeting of Shareholders.To approve, by a non-binding advisory vote, the compensation of the Company’s named executive officers (“Say-on-Pay”).To ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.To consider and act upon such other business, matters or proposals as may properly come before the Annual Meeting.

The Company's Board of Directors has fixed the close of business on March 25, 2026 as the record date (the “Record Date”) for determining the shareholders of the Company entitled to receive notice of, and to vote at, the Annual Meeting. Only shareholders of record of the Company’s common stock at the close of business on the Record Date are entitled to receive notice of, and to vote at, the Annual Meeting.

ATTENDING AND VOTING AT THE ANNUAL MEETING

Attending by virtual means: You will be able to attend the Annual Meeting virtually by visitingwww.virtualshareholdermeeting.com/CAC2026. To vote your shares or submit questions at the Annual Meeting, you must enter the control number found on your proxy card, voting instruction form or notice you previously received. If you do not have access to your control number, please contact Broadridge, no earlier than 30 minutes prior to the start of the Annual Meeting, at (844) 976-0738 (domestic) or (303) 562-9301 (international). If you hold your shares in a brokerage account and do not have access to your control number, neither the Company nor Broadridge will be able to provide your control number and you will need to contact your broker. If you do not enter your control number at the log-in page, you will be able to join the live audio webcast of the meeting as a guest, but you will not be able vote your shares or submit questions at the Annual Meeting.

If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting log-in page. Technical support will be available beginning 15 minutes prior to the start of the Annual Meeting.

Voting by virtual means: You will be able to vote your eligible shares while attending the virtual annual meeting by following the instructions on the Annual Meeting website atwww.virtualshareholdermeeting.com/CAC2026.

During the Annual Meeting, we will answer questions that are submitted online by shareholders as time permits. However, we reserve the right to exclude questions that are not pertinent to meeting matters or that are otherwise inappropriate. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition.

üYOUR VOTE IS IMPORTANT. SHAREHOLDERS ARE URGED TO VOTE AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING. TO VOTE YOUR SHARES, PLEASE FOLLOW THE INSTRUCTIONS IN THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS OR THE PROXY CARD YOU RECEIVED IN THE MAIL. IF YOU VOTE ONLINE OR BY TELEPHONE, YOU DO NOT NEED TO RETURN A PROXY CARD. IF YOU HOLD SHARES THROUGH A BROKER, CHECK THE VOTING INSTRUCTIONS PROVIDED TO YOU BY THAT BROKER.

By Order of the Board of Directors,

Brandon Y. BoeyGeneral Counsel & Corporate Secretary

April 3, 2026

Proxy Statement Table of Contents

ANNUAL MEETING AND VOTING PROCEDURES1
General Information1
Ways to Vote2
Electronic Delivery of Proxy Materials2
Quorum and Vote Required2
Voting3
Revocability of Proxies4
Important Notice Regarding the Availability of Proxy Materials4
PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING5
Proposal 1: Election of Directors6
Proposal 2: Non-Binding Advisory Vote on Compensation of the Company's Named Executive Officers7
Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm8
Other Matters9
COMMITMENT TO CORPORATE RESPONSIBILITY10
Our Approach to Corporate Responsibility10
Corporate Responsibility11
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE INFORMATION12
Board Composition12
Current Board Members13
Board Nominees14
Director Qualifications and Experience25
Corporate Governance Information26
Leadership Structure27
Shareholder Communication with the Board27
Shareholder Director Nominations for the 2027 Annual Meeting27
Other Shareholder Proposals for the 2027 Annual Meeting28
Director Attendance at Meetings of the Board and Annual Shareholder Meeting29
Board Committees29
Corporate Governance and Risk Committee30
Audit Committee32
Compensation Committee33
Capital Planning Committee34
Technology Committee34
Board Evaluations34
Mandatory Director Retirement34
Director Stock Ownership Guidelines34
Anti-Hedging and Pledging Restriction Policy34
Director Independence35
Director Compensation35
Director Compensation Program36
Director Deferred Compensation Plan37
Related Party Transactions37
EXECUTIVE OFFICER INFORMATION38
Identification of Named Executive Officers38
COMPENSATION DISCUSSION AND ANALYSIS39
Overview39
Executive Summary39
Compensation Best Practices and Sound Governance42
Compensation Philosophy and Objectives43
Emphasis on "At Risk"/Performance-Based Pay44
Role of Shareholders, Compensation Committee, Executives and Senior Management, and Consultants and Advisers44
Compensation Committee Activity and Key Initiatives for 2025 Executive Compensation46
Benchmarking Compensation47
2025 Compensation Program Components48
Base Salary49
Executive Annual Incentive Program (“EAIP”)49
Management Stock Purchase Program (“MSPP”)53
Long-Term Incentive Program (“LTIP”)54
Retirement and Other Benefits56
Employment and Change in Control Agreements57
Executive Stock and Clawback Policies57
Tax and Accounting Considerations59
Compensation Committee Report59
Tabular Disclosures Regarding Named Executive Officers60
2025 Summary Compensation Table60
2025 Grants of Plan-Based Awards Table62
2025 Outstanding Equity Awards at Fiscal Year-End64
2025 Option Exercises and Stock Vested Table66
2025 Nonqualified Defined Contribution Table (DCRP)67
2025 Nonqualified Deferred Compensation Table (DCP)68
Change in Control (CIC) Agreements69
Potential Payments Upon Termination or Change in Control71
Pay Ratio Disclosure72
PAY VERSUS PERFORMANCE (“PVP”) DISCLOSURE73
STOCK OWNERSHIP AND OTHER MATTERS78
Common Stock Beneficially Owned by any Entity with 5% or More of Common Stock and Owned by Directors and Executive Officers78
Solicitation of Proxies80
APPENDIX AA-1
Non-GAAP Financial Measures and Reconciliation to GAAPA-1
ContentsView on SEC.gov

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