CAC 10-Q Quarterly Report March 31, 2025

CAMDEN NATIONAL CORP

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cac-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Commission File No. 001-13227

CAMDEN NATIONAL CORP ORATION

(Exact name of registrant as specified in its charter)


Maine			01-0413282
(State or other jurisdiction of			(I.R.S. Employer
incorporation or organization)			Identification No.)

2 ELM STREET	CAMDEN	ME	04843
(Address of principal executive offices)			(Zip Code)

Registrant's telephone number, including area code: ( 207 ) 236-8821

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 (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

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 accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date:

Outstanding at April 30, 2025: Common stock (no par value) 16,902,160 shares.

CAMDEN NATIONAL CORPORATION

FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2025

TABLE OF CONTENTS OF INFORMATION REQUIRED IN REPORT


		PAGE
PART I. FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS

	Consolidated Statements of Condition (unaudited) - March 31, 2025 and December 31, 2024	3

	Consolidated Statements of Income (unaudited) - Three Months Ended March 31, 2025 and 2024	4

	Consolidated Statements of Comprehensive Income (Loss) (unaudited) - Three Months Ended March 31, 2025 and 2024	5

	Consolidated Statements of Changes in Shareholders’ Equity (unaudited) - Three Months Ended March 31, 2025 and 2024	6

	Consolidated Statements of Cash Flows (unaudited) - Three Months Ended March 31, 2025 and 2024	7

	Notes to the Unaudited Consolidated Financial Statements	9

ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	48

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK	80

ITEM 4.	CONTROLS AND PROCEDURES	81

PART II. OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	82

ITEM 1A.	RISK FACTORS	82

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	82

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	82

ITEM 4.	MINE SAFETY DISCLOSURES	82

ITEM 5.	OTHER INFORMATION	82

ITEM 6.	EXHIBITS	83

SIGNATURES		84

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF CONDITION

(unaudited)


(In thousands, except number of shares)	March 31, 2025		December 31, 2024
ASSETS
Cash and due from banks	$	84,511	$	62,379
Interest-bearing deposits in other banks (including restricted cash)	134,903		152,584
Total cash, cash equivalents and restricted cash	219,414		214,963
Investments:
Trading securities	4,860		5,243
Available-for-sale securities, at fair value (amortized cost of $ 898,145 and $ 673,003 , respectively)	836,130		593,749
Held-to-maturity securities, at amortized cost (fair value of $ 478,172 and $ 470,824 , respectively)	516,682		517,778
Other investments	26,284		22,514
Total investments	1,383,956		1,139,284
Loans held for sale, at fair value (book value of $ 11,035 and $ 10,923 , respectively)	11,059		11,049
Loans	4,885,086		4,115,259
Less: allowance for credit losses on loans	( 46,723 )		( 35,728 )
Net loans	4,838,363		4,079,531
Goodwill	153,770		94,697
Core deposit intangible assets	47,000		415
Bank-owned life insurance	109,340		104,308
Premises and equipment, net	53,217		37,052
Deferred tax assets	55,693		40,037
Other assets	92,973		83,802
Total assets	$	6,964,785	$	5,805,138
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities
Deposits:
Non-interest checking	$	1,132,648	$	925,571
Interest checking	1,714,944		1,483,589
Savings and money market	1,828,332		1,511,589
Certificates of deposit	703,873		532,424
Brokered deposits	217,681		179,994
Total deposits	5,597,478		4,633,167
Short-term borrowings	567,436		500,621

Junior subordinated debentures	61,290		44,331
Accrued interest and other liabilities	98,527		95,788
Total liabilities	6,324,731		5,273,907
Commitments and Contingencies (Note 9)
Shareholders’ Equity
Common stock, no par value: authorized 40,000,000 shares, issued and outstanding 16,885,571 and 14,579,339 on March 31, 2025 and December 31, 2024, respectively	213,589		116,425
Retained earnings	508,720		509,452




Accumulated other comprehensive loss	( 82,255 )		( 94,646 )
Total shareholders’ equity	640,054		531,231
Total liabilities and shareholders’ equity	$	6,964,785	$	5,805,138

The accompanying notes are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENTS OF INCOME

(unaudited)


	Three Months Ended March 31,
(In thousands, except number of shares and per share data)	2025		2024
Interest Income
Interest and fees on loans	$	66,549	$	51,709
Taxable interest on investments	9,772		7,027
Nontaxable interest on investments	468		465
Dividend income	520		312
Other interest income	1,086		670
Total interest income	78,395		60,183
Interest Expense
Interest on deposits	24,621		23,178
Interest on borrowings	4,018		5,198
Interest on junior subordinated debentures	898		534
Total interest expense	29,537		28,910
Net interest income	48,858		31,273
Provision (credit) for credit losses	9,429		( 2,102 )
Net interest income after provision (credit) for credit losses	39,429		33,375
Non-Interest Income
Debit card income	3,233		2,866
Service charges on deposit accounts	2,318		2,027
Income from fiduciary services	1,838		1,749
Brokerage and insurance commissions	1,697		1,239
Bank-owned life insurance	660		683
Mortgage banking income, net	508		808


Other income	942		950
Total non-interest income	11,196		10,322
Non-Interest Expense
Salaries and employee benefits	20,243		15,954
Merger and acquisition costs	7,525		—
Furniture, equipment and data processing	4,731		3,629
Net occupancy costs	3,033		2,070
Debit card expense	1,690		1,264
Consulting and professional fees	1,498		860
Amortization of core deposit intangible assets	1,473		139
Regulatory assessments	986		857
Other real estate owned and collection costs, net	90		10
Other expenses	3,182		2,579
Total non-interest expense	44,451		27,362
Income before income tax (benefit) expense	6,174		16,335
Income Tax (Benefit) Expense	( 1,152 )		3,063
Net Income	$	7,326	$	13,272
Per Share Data
Basic earnings per share	$	0.43	$	0.91
Diluted earnings per share	$	0.43	$	0.91
Cash dividends declared per share	$	0.42	$	0.42
Weighted average number of common shares outstanding	16,844,827		14,572,051
Diluted weighted average number of common shares outstanding	16,929,815		14,625,771

The accompanying notes are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)


	Three Months Ended March 31,
(In thousands)	2025		2024
Net Income	$	7,326	$	13,272
Other comprehensive income (loss):
Net change in fair value of debt securities, net of tax	14,402		( 3,948 )
Net change in fair value of cash flow hedging derivatives, net of tax	( 2,005 )		2,491
Net change in other comprehensive income for supplemental executive retirement plan and other postretirement benefit plan, net of tax	( 6 )		( 6 )
Other comprehensive income (loss)	12,391		( 1,463 )
Comprehensive Income	$	19,717	$	11,809

The accompanying notes are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)


	Three Months Ended
	Common Stock			Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Shareholders’ Equity
(In thousands, except number of shares and per share data)	Shares Outstanding	Amount
Balance at December 31, 2023	14,565,952	$	115,602	$	481,014	$	( 101,552 )	$	495,064
Net income	—	—		13,272		—		13,272
Other comprehensive loss, net of tax	—	—		—		( 1,463 )		( 1,463 )
Stock-based compensation expense	—	782		—		—		782
Issuance of vested share awards, net of repurchase for tax withholdings	27,878	65		—		—		65

Cash dividends declared ($ 0.42 per share)	—	—		( 6,143 )		—		( 6,143 )
Balance at March 31, 2024	14,593,830	$	116,449	$	488,143	$	( 103,015 )	$	501,577
Balance at December 31, 2024	14,579,339	$	116,425	$	509,452	$	( 94,646 )	$	531,231
Net income	—	—		7,326		—		7,326
Other comprehensive income, net of tax	—	—		—		12,391		12,391
Stock-based compensation expense	—	827		—		—		827
Issuance of vested share awards, net of repurchase for tax withholdings	22,450	( 153 )		—		—		( 153 )
Common stock issued for acquisition of Northway Financial, Inc. (Note 3)	2,283,782	96,490		—		—		96,490


Cash dividends declared ($ 0.42 per share) (1)	—	—		( 8,058 )		—		( 8,058 )
Balance at March 31, 2025	16,885,571	$	213,589	$	508,720	$	( 82,255 )	$	640,054

(1) Cash dividends declared during the three months ended March 31, 2025 were $961,000 more than cash dividends declared for the fourth quarter of 2024 due to the dividends declared on common shares that were issued in connection with the Northway acquisition that closed on January 2, 2025.

The accompanying notes are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


	Three Months Ended March 31,
(In thousands)	2025		2024
Operating Activities
Net Income	$	7,326	$	13,272
Adjustments to reconcile net income to net cash provided by operating activities:
Originations of mortgage loans held for sale	( 41,934 )		( 40,732 )
Proceeds from the sale of mortgage loans	42,320		41,913
Gain on sale of mortgage loans, net of origination costs	( 497 )		( 470 )
Provision (credit) for credit losses	9,429		( 2,102 )
Depreciation and amortization expense	1,512		815
Investment securities amortization and accretion, net	( 400 )		442
Stock-based compensation expense	827		782
Amortization of core deposit intangible assets	1,473		139
Purchase accounting accretion, net	( 4,368 )		( 26 )

Net (decrease) increase in derivative collateral received from counterparties	( 1,340 )		6,460




Deferred income tax (benefit) expense	( 678 )		541
(Decrease) Increase in other assets	( 537 )		888
Decrease in other liabilities	( 12,099 )		( 4,163 )
Net cash provided by operating activities	1,034		17,759
Investing Activities
Cash received in Northway acquisition	48,261		—
Proceeds from maturities of available-for-sale debt securities	22,025		17,392
Proceeds from sales of available-for-sale debt securities	56,432		—
Purchase of available-for-sale debt securities	( 75,582 )		—
Proceeds from maturities and recoveries of held-to-maturity securities	7,442		6,860
Purchase of held-to-maturity securities	( 5,000 )		—
Net decrease (increase) in loans	11,163		( 27,493 )

Purchase of Federal Home Loan Bank and Federal Reserve Bank stock	( 10,623 )		( 4,639 )
Proceeds from sale of Federal Home Loan Bank stock	9,438		3,641
Purchase of premises and equipment	( 1,761 )		( 545 )


Recoveries of previously charged-off loans	171		—

Net cash provided by (used in) investing activities	61,966		( 4,784 )
Financing Activities
Net decrease in deposits	( 7,418 )		( 45,836 )
Net proceeds from borrowings less than 90 days	1,316		25,892
Proceeds from the Bank Term Funding Program	—		225,000
Repayment of Bank Term Funding Program	—		( 135,000 )
Repayments of Federal Home Loan Bank long-term advances	( 45,000 )		—




Issuance of restricted stock, net of repurchase for tax withholdings	( 153 )		65
Cash dividends paid on common stock	( 7,097 )		( 6,137 )
Finance lease payments	( 197 )		( 44 )
Net cash (used in) provided by financing activities	( 58,549 )		63,940
Net increase in cash, cash equivalents and restricted cash	4,451		76,915
Cash, cash equivalents, and restricted cash at beginning of period	214,963		99,804
Cash, cash equivalents and restricted cash at end of period	$	219,414	$	176,719


	Three Months Ended March 31,
(In thousands)	2025		2024
Supplemental information
Interest paid	$	29,476	$	28,528
Income taxes paid	126		103


Cash dividends declared, not paid	7,097		6,137
Change in fair value hedges presented within residential real estate loans and other assets	2,131		4,416
Assets acquired in Northway acquisition, excluding cash received	1,165,001		—
Liabilities assumed in Northway acquisition	1,116,771		—
Common stock issued for Northway acquisition	96,490		—

The accompanying notes are an integral part of these consolidated financial statements.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – BASIS OF PRESENTATION

The accompanying unaudited consolidated interim financial statements were prepared in accordance with instructions for Form 10-Q and, therefore, do not include all disclosures required by accounting principles generally accepted in the United States of America for complete presentation of financial statements. In the opinion of management, the consolidated financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly the consolidated statements of condition of Camden National Corporation (the "Company") as of March 31, 2025 and December 31, 2024, the consolidated statements of income for the three months ended March 31, 2025 and 2024, the consolidated statements of comprehensive income (loss) for the three months ended March 31, 2025 and 2024, the consolidated statements of changes in shareholders' equity for the three months ended March 31, 2025 and 2024, and the consolidated statements of cash flows for the three months ended March 31, 2025 and 2024. The consolidated financial statements include the accounts of the Company and Camden National Bank (the "Bank"), a wholly-owned subsidiary of the Company (which includes the consolidated accounts of Healthcare Professional Funding Corporation ("HPFC") and Property A, Inc.). All intercompany accounts and transactions have been eliminated in consolidation. Assets held by the Bank in a fiduciary capacity, through Camden National Wealth Management, a division of the Bank, are not assets of the Company and, therefore, are not included in the consolidated statements of condition. The Company also owns 100% of the common stock of Camden Capital Trust A (“CCTA”), Union Bankshares Capital Trust I (“UBCT”), Northway Capital Trust III (“NCT III”) and Northway Capital Trust IV (“NCT IV”). These entities are unconsolidated subsidiaries of the Company. Certain reclassifications may have been made to prior period amounts to conform to the current period presentation. Any such reclassifications did not impact net income or shareholders' equity as previously reported. Net income reported for the three months ended March 31, 2025, is not necessarily indicative of the results that may be expected for the full year. The information in this report should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024.

The acronyms, abbreviations and definitions identified below are used throughout this Form 10-Q, including Part I. "Financial Information" and Part II. "Management's Discussion and Analysis of Financial Condition and Results of Operations." The following is provided to aid the reader and provide a reference page when reviewing these sections of the Form 10-Q.

Acronym

Description

Acronym

Description

AFS:

Available-For-Sale

GAAP:

Generally Accepted Accounting Principles in the United States

ALCO:

Asset/Liability Committee

GDP:

Gross Domestic Product

ACL:

Allowance for Credit Losses

HTM:

Held-To-Maturity

AOCI:

Accumulated Other Comprehensive Income (Loss)

Management ALCO:

Management Asset/Liability Committee

ASC:

Accounting Standards Codification

MBS:

Mortgage-Backed Security

ASU:

Accounting Standards Update

N/A:

Not Applicable

Bank:

Camden National Bank, a wholly-owned subsidiary of Camden National Corporation

NCT III:

Northway Capital Trust III, an unconsolidated entity formed by Northway Financial, Inc., acquired by the Company on January 2, 2025

BOLI:

Bank-owned life insurance

NCT IV:

Northway Capital Trust IV, an unconsolidated entity formed by Northway Financial, Inc., acquired by the Company on January 2, 2025

Board ALCO:

Board of Directors' Asset/Liability Committee

Northway:

Northway Financial, Inc., the bank holding company of Northway Bank, acquired by the Company on January 2, 2025

CCTA:

Camden Capital Trust A, an unconsolidated entity formed by the Company

N.M.:

Not Meaningful

BTFP:

Bank Term Funding Program, introduced by the Federal Reserve Bank in March 2023

OCC:

Office of the Comptroller of the Currency

CD:

Certificate of Deposits

OCI:

Other Comprehensive Income (Loss)

Company:

Camden National Corporation

OREO:

Other Real Estate Owned

CMO:

Collateralized Mortgage Obligation

PCD:

Purchase Credit Deteriorated

EPS:

Earnings Per Share

SERP:

Supplemental Executive Retirement Plans

FASB:

Financial Accounting Standards Board

SOFR:

Secured Overnight Financing Rate

FDIC:

Federal Deposit Insurance Corporation

TDR:

Troubled-Debt Restructured Loan

FHLBB:

Federal Home Loan Bank of Boston

UBCT:

Union Bankshares Capital Trust I, an unconsolidated entity formed by Union Bankshares Company that was subsequently acquired by the Company

FRB:

Federal Reserve System Board of Governors

U.S.:

United States of America

NOTE 2 – RECENT ACCOUNTING PRONOUNCEMENTS

The following provides a brief description of recently issued accounting pronouncements that have yet to be adopted by the Company:

ASU No. 2023-09, Income Taxes (Topic 740) : Improvements to Income Tax Disclosures (“ASU 2023-09”). The FASB issued ASU 2023-09 to address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. ASU 2023-09 is to be applied on a prospective basis and is effective for annual periods beginning after December 15, 2024 with early adoption permitted. ASU 2023-09 will impact income tax disclosures, and the Company does not expect a material impact to the Company’s consolidated financial statements.

ASU No. 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”). The FASB issued ASU 2024-03 to improve disclosures about a public business entity’s expenses and to address requests from investors for more detailed information about certain types of expenses. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026 with early adoption permitted. The Company does not expect a material impact to the disclosures in its consolidated financial statements.

NOTE 3 – BUSINESS COMBINATIONS

On January 2, 2025, the Company completed its acquisition of Northway Financial, Inc. (“Northway”) in an all-stock transaction in which Northway merged with and into the Company, with the Company surviving (the “Merger”). The Company acquired 100% of Northway’s outstanding common stock. Additionally, Northway Bank, a wholly owned subsidiary of Northway, merged with and into Camden National Bank, with Camden National Bank continuing as the surviving bank. The Merger qualified as a tax-free reorganization for federal income tax purposes.

At the effective time of the Merger, each share of Northway’s common stock was converted into the right to receive 0.83 shares of the Company’s common stock, with cash paid in lieu of any fractional shares. Each share of the Company’s common stock issued and outstanding immediately prior to the effective time of the Merger remained outstanding and was unchanged by the Merger. The total consideration payable by the Company was $ 96.5 million, based on the Company’s January 2, 2025 (acquisition date) closing price of $ 42.25 , as reported by Nasdaq. In total, the Company issued 2.3 million shares of its common stock, representing 14 % of the outstanding shares of the Company’s common stock at the time of issuance.

The Merger expanded the Company’s presence in New Hampshire by adding 17 branches, and increased the Company’s size and scale. This expansion provides the opportunity to build a greater recognition and awareness of the Company’s brand with its increased presence in New Hampshire. The expanded presence of the Company is expected to drive profitability and shareholder value through opportunities for growth, broader product offerings, higher lending limits and anticipated efficiencies. As of March 31, 2025, the combined Company had 73 branches and $ 7.0 billion in assets.

The Company accounted for the Northway acquisition as a business combination under the acquisition method of accounting. The acquisition method requires the acquirer to recognize the assets acquired and the liabilities assumed at their fair values as of the acquisition date (with limited exceptions). Additionally, the acquisition method does not provide for acquisition expenses to be capitalized as part of the transaction. The Company incurred $ 7.5 million of certain non-recurring, Merger- related costs during the three months ended March 31, 2025. These non-recurring expenses are presented as merger and acquisition costs within non-interest expense on the consolidated statements of income.

The Company generated $ 59.1 million of provisional goodwill in connection with the Northway acquisition that has been allocated to the Company's banking reporting unit (Camden National Bank). The goodwill generated represents the synergies expected from combining operations of the two organizations, including, but not limited to, systems conversion, consolidation of certain locations, and reduced headcount across operation teams. The goodwill generated from the transaction is not deductible for tax purposes. The Company’s calculation of goodwill is subject to change for up to one year after the closing date of the transaction as additional information relative to estimates becomes available. As the Company finalizes its analysis of acquired assets and liabilities, there may be adjustments to the recorded carrying values.

The following table summarizes the consideration paid for Northway and the estimated fair value of the assets acquired and liabilities assumed as of the date of the Northway acquisition:


(In thousands except shares)	As Acquired		Purchase Accounting Adjustments		As Recorded at Acquisition
Consideration Paid:
Company common stock ( 2,283,782 shares at $ 42.25 per share)					$	96,490

Recognized Identified Assets Acquired and Liabilities Assumed, at Fair Value:
Assets
Loans and loans held for sale (1)	$	864,031	$	( 91,439 )	$	772,592
Investments	229,222		732		229,954
Cash and due from banks	48,261		—		48,261
Deferred tax assets	14,006		4,644		18,650
Premises and equipment	9,303		7,547		16,850
Core deposit intangible assets	—		48,058		48,058
Bank-owned life insurance	4,372		—		4,372
Other assets	14,394		1,059		15,453
Total Assets	1,183,589		( 29,399 )		1,154,190

Liabilities
Deposits	971,899		( 226 )		971,673
Short-term borrowings	65,499		—		65,499
Long-term borrowings	45,000		184		45,184
Junior subordinated debentures	20,620		( 3,736 )		16,884
Other liabilities	17,940		( 407 )		17,533
Total Liabilities	1,120,958		( 4,185 )		1,116,773

Total identified assets acquired and liabilities assumed, at fair value	$	62,631	$	( 25,214 )	37,417

Goodwill					$	59,073

(1) The purchase accounting adjustment on loans and loans held for sale is net of the acquired allowance for credit losses (“ACL”) on loans of $ 10.2 million and acquired net deferred origination costs of $ 2.0 million, as these balances were eliminated in purchase accounting. Additionally, the Company established an ACL on acquired loans designated as purchase credit deteriorated (“PCD”) of $ 3.1 million and this has been included in the loan and loans held for sale fair value adjustment. The purchase accounting adjustment on loans and loans held for sale before the adjustments for ACL on acquired loans and net deferred origination costs was a discount on the acquired loan balance of $ 96.7 million.

Purchase accounting adjustments to assets acquired and liabilities assumed generally are amortized using an effective yield, straight-line basis, or other reasonable method consistent with the expected benefit over periods consistent with the estimated useful life or contractual term of the related assets and liabilities.

Fair values of the major categories of assets acquired and liabilities assumed were determined as follows:

Loans and loans held for sale — The acquired loans were recorded at fair value. The fair value of the acquired loans was determined using market participant assumptions in estimating the amount and timing of both principal and interest cash flows expected to be collected, as adjusted for an estimate of future credit losses and prepayments, and then applying a market-based discount rate to those cash flows. Management retained a third-party valuation specialist to assist with the determination of the fair value of loans acquired and the results were reviewed by management. The overall discount on the acquired loans was primarily the result of market interest rates as of the acquisition date being higher than the stated interest rates of the acquired loans. For the three months ended March 31, 2025, the Company recorded $ 4.3 million of net loan accretion attributable to the fair value discount for interest rate marks on all the acquired loans and the credit marks for all non-PCD loans since the acquisition date.

The acquired loan portfolio was segmented into two segments: (1) PCD loans and (2) non-PCD loans.

PCD Loans. The Company is required to record PCD assets, defined as a more-than-insignificant deterioration in credit quality since origination or issuance, at the purchase price plus the credit losses expected at the time of acquisition. The Company determined criteria to designate loans that had seen a more-than-insignificant deterioration in credit quality, such as loans in default, extensive delinquency issues, and risk rating downgrades to determine the PCD segment. Any non-credit discount resulting from the acquired pool of PCD financial assets is allocated to each individual asset. At the acquisition date, the initial ACL determined on a collective or individual basis is allocated to individual assets to appropriately allocate any non-credit discount. For PCD loans, an ACL is recognized at acquisition date by allocating the fair value of the determined credit marks to the ACL.

The following table provides details related to the fair value of acquired PCD loans:


(In thousands)	As of January 2, 2025
Unpaid principal balance of acquired PCD loans	$	103,048
Interest and liquidity discount	( 9,407 )
ACL on PCD loans	( 3,071 )
Fair value of acquired PCD loans	$	90,570

Non-PCD Loans. Acquired loans that are not designated as PCD loans are designated as non-PCD loans. For loans designated as non-PCD, in determining the fair value of the acquired loans, the credit risk component is accounted for within the reported loan balance as of the acquisition date. For non-PCD loans, the associated interest and credit marks are recognized within net interest income over the life of the acquired loan using the effective-yield method, as appropriate.

The following table provides details related to the fair value of acquired non-PCD loans:


(In thousands)	As of January 2, 2025
Unpaid principal balance of acquired non-PCD loans	$	769,036
Interest and liquidity discount	( 80,771 )
Credit risk discount	( 6,243 )
Fair value of acquired non-PCD loans	$	682,022

As of the acquisition date, the acquired non-PCD loans are accounted for within the Company’s ACL model and an ACL on loans is established within a corresponding charge to provision for credit losses on the statements of income. The non-PCD loans were pooled based on similar characteristics to the Company’s segmentation. On acquisition date, the Company established an ACL on loans and recognized a $ 6.3 million provision for credit losses associated with the acquisition of non-PCD loans.

Investments — The Company acquired bond investments as part of the Northway acquisition. The fair value of the acquired bond investments at the acquisition date was estimated using quoted broker pricing for identical securities and an independent third-party pricing service.

Cash and due from banks — The fair values of cash and due from banks approximate the respective carrying amounts as

the instruments are payable on demand or have short-term maturities.

Deferred tax assets — The Company acquired deferred tax assets and assumed deferred tax liabilities as part of the Northway acquisition. Deferred tax assets and liabilities are presented on a net basis on the consolidated statements of condition and are not recorded at fair value in accordance with GAAP. The Merger qualified as a stock transaction for tax purposes, and, accordingly, the tax basis of the assets acquired and liabilities assumed was not adjusted, creating temporary timing differences for the various fair value adjustments.

Premises and equipment — The fair value of acquired bank premises was determined utilizing independent third-party appraisals and other methods.

Core deposit intangible assets — Core deposit intangible assets were determined using the discounted cash flow method, plus the tax amortization benefit. The fair value of core deposit intangible assets was derived by comparing the interest rate and servicing costs that the Company pays on the core deposit liability versus the current market rate for alternative sources of financing. The intangible asset represents the stable and relatively low cost source of funds that the deposits and accompanying relationships provide the Company when compared to alternative funding sources. Refer to Note 6 for further discussion of the Company’s core deposit intangible assets and amortization.

Deposits —The fair value of acquired checking, savings, and money market accounts was assumed to approximate the carrying value as these accounts have no stated maturity and are payable on demand. The fair value of CDs was determined based on the present value of the contractual cash flows over the remaining period to maturity using a market interest rate.

Borrowings — The fair value of trust preferred securities was determined based on the present value of the contractual cash flows over the remaining period to maturity using a market interest rate. The fair value on the FHLBB advances was based on the actual selling price at or near the acquisition date. The fair value of acquired retail repurchase agreements was assumed to approximate its carrying value.

The following table presents selected unaudited pro forma financial information reflecting the acquisition of Northway and assuming it was completed as of January 1, 2024. The unaudited pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the combined financial results of the Company and Northway had the transaction actually been completed at the beginning of the periods presented, nor does it indicate future results for any other interim or full-year period. Information for the three months ended March 31, 2025 reflects the actual results of the Company excluding merger costs, provision for credit losses on non-PCD loans, and the benefit from a deferred tax rate change. Information for the three months ended March 31, 2024 includes Northway’s calculated results for the three months ended March 31, 2024. The calculated results reflect adjustments related to the amortization or accretion of purchase accounting fair value adjustments, merger and acquisition costs, provision for credit losses on non-PCD loans, and the benefit from a deferred tax rate change. The unaudited pro forma information below does not reflect management’s estimate of any revenue-enhancing opportunities or anticipated cost-savings.


	Pro Forma (Unaudited) Three Months Ended March 31,
(In thousands)	2025		2024
Total revenues (1)	$	60,054	$	56,538
Net income	16,047		7,558

(1) Revenue is defined as the sum of net interest income plus non-interest income.

NOTE 4 – INVESTMENTS

Trading Securities

Trading securities are reported on the Company's consolidated statements of condition at fair value. As of March 31, 2025 and December 31, 2024, the fair value of the Company's trading securities was $ 4.9 million and $ 5.2 million, respectively. These securities are held in a rabbi trust account and invested in mutual funds. The trading securities will be used for future payments associated with the Company's deferred compensation plan for eligible employees and directors.

AFS Debt Securities

AFS debt securities are reported on the Company's consolidated statements of condition at fair value. The following table summarizes the amortized cost, estimated fair value, and unrealized gains (losses) of AFS debt securities, as of the dates indicated:


(In thousands)	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
March 31, 2025
Obligations of states and political subdivisions	$	5,421	$	1	$	( 108 )	$	5,314
MBS issued or guaranteed by U.S. government-sponsored enterprises	686,698		4,303		( 57,809 )		633,192
CMO issued or guaranteed by U.S. government-sponsored enterprises	188,333		1,026		( 7,976 )		181,383
Subordinated corporate bonds	17,693		—		( 1,452 )		16,241
Total AFS debt securities	$	898,145	$	5,330	$	( 67,345 )	$	836,130
December 31, 2024

Obligations of states and political subdivisions	$	5,423	$	—	$	( 134 )	$	5,289
MBS issued or guaranteed by U.S. government-sponsored enterprises	493,766		353		( 69,163 )		424,956
CMO issued or guaranteed by U.S. government-sponsored enterprises	156,131		502		( 9,154 )		147,479
Subordinated corporate bonds	17,683		—		( 1,658 )		16,025
Total AFS debt securities	$	673,003	$	855	$	( 80,109 )	$	593,749

As of March 31, 2025 and December 31, 2024, there was no allowance carried on AFS debt securities.

In 2022, the Company transferred securities with a fair value of $ 520.3 million from AFS to HTM. The unrealized losses on the AFS debt securities at the time of transfer were $ 72.1 million, pre-tax, and were reported within AOCI. These unrealized losses are being amortized over the remaining life of the securities from AOCI into the HTM securities on the consolidated statements of condition. As of March 31, 2025, the net unrealized losses on the transferred securities reported within AOCI were $ 40.7 million, net of a deferred tax asset of $ 11.8 million, and as of December 31, 2024 were $ 41.8 million, net of a deferred tax asset of $ 11.4 million.

The net unrealized losses on AFS debt securities reported within AOCI (excluding the aforementioned securities transferred from AFS to HTM) as of March 31, 2025 and December 31, 2024, were $ 49.0 million, net of a deferred tax asset of $ 14.1 million, and $ 62.2 million, net of a deferred tax asset of $ 17.0 million, respectively.

The following table details the Company's sales of AFS debt securities for the periods indicated below:


	Three Months Ended March 31,
(In thousands)	2025		2024
Proceeds from sales (1)	$	56,432	$	—
Gross realized gains	—		—
Gross realized losses	—		—

(1) The Company sold certain AFS debt securities acquired in the acquisition of Northway shortly after the acquisition date at fair value, and, therefore, no gain or loss was recognized on the sale.

The following table presents the Company's AFS debt securities with gross unrealized losses, for which an ACL has not been recorded, segregated by the length of time the securities have been in a continuous loss position, as of the dates indicated:


		Less Than 12 Months				12 Months or More				Total
(In thousands, except number of holdings)	Number of Holdings	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
March 31, 2025
Obligations of states and political subdivisions	9	$	719	$	( 3 )	$	3,618	$	( 105 )	$	4,337	$	( 108 )
MBS issued or guaranteed by U.S. government-sponsored enterprises	141	22,408		( 67 )		353,254		( 57,742 )		375,662		( 57,809 )
CMO issued or guaranteed by U.S. government-sponsored enterprises	52	46,848		( 151 )		54,633		( 7,825 )		101,481		( 7,976 )
Subordinated corporate bonds	9	—		—		15,741		( 1,452 )		15,741		( 1,452 )
Total AFS debt securities	211	$	69,975	$	( 221 )	$	427,246	$	( 67,124 )	$	497,221	$	( 67,345 )



December 31, 2024

Obligations of states and political subdivisions	11	$	1,377	$	( 7 )	$	3,597	$	( 127 )	$	4,974	$	( 134 )
MBS issued or guaranteed by U.S. government-sponsored enterprises	136	36,732		( 260 )		352,823		( 68,903 )		389,555		( 69,163 )
CMO issued or guaranteed by U.S. government-sponsored enterprises	47	36,146		( 227 )		55,540		( 8,927 )		91,686		( 9,154 )
Subordinated corporate bonds	10	494		( 6 )		15,531		( 1,652 )		16,025		( 1,658 )
Total AFS debt securities	204	$	74,749	$	( 500 )	$	427,491	$	( 79,609 )	$	502,240	$	( 80,109 )

For the three months ended March 31, 2025 and 2024, the unrealized losses on the Company's AFS debt securities have not been recognized into income because management does not intend to sell, and it is not more-likely-than-not it will be required to sell, any of the AFS debt securities before recovery of its amortized cost basis. Furthermore, the unrealized losses were due to changes in interest rates and other market conditions and were not reflective of credit events. Agency-backed and government-sponsored enterprise securities have a long history of no credit losses, including during times of severe stress. The principal and interest payments on agency guaranteed debt is backed by the U.S. government. Government-sponsored enterprises similarly guarantee principal and interest payments and securities backed by government-sponsored enterprises carry an implicit guarantee from the U.S. Department of the Treasury. Additionally, government-sponsored enterprise securities are exceptionally liquid, readily marketable, and provide a substantial amount of price transparency and price parity, indicating a perception of zero credit losses. Municipal debt holdings are comprised of high credit quality (rated A- or higher) state and municipal obligations. High credit quality state and municipal obligations have a history of zero to near-zero credit loss. Subordinated corporate bonds are primarily comprised of investment grade senior notes and senior subordinated notes of other financial institutions.

As of March 31, 2025 and December 31, 2024, total accrued interest receivable on AFS debt securities, which has been excluded from reported amortized cost basis on AFS debt securities, was $ 2.3 million and $ 1.7 million, respectively, and was reported within other assets on the consolidated statements of condition. An allowance was not carried on the accrued interest receivable at either date.

The amortized cost and estimated fair values of the Company's AFS debt securities by contractual maturity as of March 31, 2025, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Mortgage-related securities are shown in total, as their maturities are highly variable.


(In thousands)	Amortized Cost		Fair Value
Due in one year or less	$	116	$	116
Due after one year through five years	11,695		11,207
Due after five years through ten years	11,303		10,232
Due after ten years	—		—
Subtotal	23,114		21,555
Mortgage-related securities	875,031		814,575
Total	$	898,145	$	836,130

HTM Debt Securities

HTM debt securities are reported on the Company's consolidated statements of condition at amortized cost. The following table summarizes the amortized cost, estimated fair value and unrealized gains (losses) of HTM debt securities as of the dates indicated:


(In thousands)	Amortized Cost (1)		Unrealized Gains		Unrealized Losses		Fair Value
March 31, 2025
Obligations of U.S. government-sponsored enterprises	$	7,763	$	—	$	( 471 )	$	7,292
Obligations of states and political subdivisions	55,588		27		( 2,330 )		53,285
MBS issued or guaranteed by U.S. government-sponsored enterprises	289,272		—		( 23,035 )		266,237
CMO issued or guaranteed by U.S. government-sponsored enterprises	139,650		181		( 13,169 )		126,662
Subordinated corporate bonds	24,409		608		( 321 )		24,696
Total HTM debt securities	$	516,682	$	816	$	( 39,326 )	$	478,172
December 31, 2024
Obligations of U.S. government-sponsored enterprises	$	7,729	$	—	$	( 647 )	$	7,082
Obligations of states and political subdivisions	56,047		96		( 1,872 )		54,271
MBS issued or guaranteed by U.S. government-sponsored enterprises	292,170		—		( 28,980 )		263,190
CMO issued or guaranteed by U.S. government-sponsored enterprises	142,467		150		( 15,747 )		126,870
Subordinated corporate bonds	19,365		476		( 430 )		19,411
Total HTM debt securities	$	517,778	$	722	$	( 47,676 )	$	470,824

(1) Amortized cost presented above includes unamortized unrealized losses from the aforementioned transfer from AFS to HTM securities that occurred in 2022. As of March 31, 2025 and December 31, 2024, the unamortized unrealized losses on the 2022 transfer included within amortized cost were as follows: (1) $ 823,000 and $ 856,000 in obligations of U.S. government-sponsored enterprises, (2) $ 5.0 million and $ 5.1 million in obligations of state and political subdivisions, (3) $ 29.9 million and $ 30.8 million in MBS, (4) $ 15.9 million and $ 16.4 million in CMO, and (5) $ 47,000 and $ 54,000 in subordinated corporate bonds, respectively.

In the first quarter of 2023, the Company wrote-off its $ 1.8 million Signature Bank corporate bond in response to Signature Bank's failure. The write-off was recorded as a provision on HTM debt securities in the consolidated statements of income. During the first quarter of 2024, the Company sold the Signature Bank corporate bond and recovered $ 910,000 , which was recorded as a credit for credit losses on HTM debt securities in the consolidated statements of income. The following table presents the activity in the ACL on HTM debt securities for the periods indicated:


	Three Months Ended March 31,
(In thousands)	2025		2024
Beginning balance	$	—	$	—
Charge-offs	—		—
Recoveries	—		910
(Credit) provision for credit losses	—		( 910 )
Ending balance	$	—	$	—

The Company evaluated its HTM debt securities with an amortized cost as of March 31, 2025 and December 31, 2024, and determined that the expected credit loss on its HTM portfolio was immaterial, and therefore it did no t carry an ACL on the HTM portfolio at either date.

The HTM debt securities portfolio is comprised of the same types of securities as the AFS debt securities portfolio. Refer to the discussion above for considerations of credit risk.

As of March 31, 2025 and December 31, 2024, none of the Company's HTM debt securities were past due or on non-accrual status. The Company did not recognize any interest income on non-accrual HTM debt securities during the three months ended March 31, 2025 and 2024. As of March 31, 2025 and December 31, 2024, total accrued interest receivable on HTM debt securities was $ 1.4 million and $ 1.6 million, respectively, and no allowance was provided for. Accrued interest on HTM debt securities is reported within other assets on the consolidated statements of condition and excluded from reported amortized cost.

The amortized cost and estimated fair values of HTM debt securities by contractual maturity as of March 31, 2025 are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Mortgage-related securities are shown in total, as their maturities are highly variable.


(In thousands)	Amortized Cost		Fair Value






Due in one year or less	$	356	$	355
Due after one year through five years	7,434		7,350
Due after five years through ten years	33,906		33,475
Due after ten years	46,064		44,093
Subtotal	87,760		85,273
Mortgage-related securities	428,922		392,899
Total	$	516,682	$	478,172

AFS and HTM Debt Securities Pledged

As of March 31, 2025 and December 31, 2024, AFS and HTM debt securities with an amortized cost of $ 743.5 million and $ 519.9 million and estimated fair values of $ 680.5 million and $ 449.0 million, respectively, were pledged to secure FHLBB advances, FRB advances, public deposits, and securities sold under agreements to repurchase and for other purposes required or permitted by law.

Other Investments

The Company's FHLBB, FRB and other correspondent bank common stock are each reported at cost within other investments on the consolidated statements of condition. The Company evaluates these investments for impairment based on the ultimate recoverability of the par value. The Company did not record any impairment on its other investments for the three months ended March 31, 2025 and 2024.

The following table summarizes the Company's other investments as presented on the consolidated statements of condition, as of the dates indicated:


(In thousands)	March 31, 2025		December 31, 2024
FHLBB	$	17,513	$	17,140
FRB	8,701		5,374
Other	70		—
Total other investments	$	26,284	$	22,514

NOTE 5 – LOANS AND ALLOWANCE FOR CREDIT LOSSES ON LOANS

Loans

The composition of the Company’s loan portfolio, excluding residential loans held for sale, was as follows for the dates indicated:


(In thousands)	March 31, 2025		December 31, 2024
Commercial Loans:
Commercial real estate - non-owner-occupied	$	1,685,852	$	1,387,252
Commercial real estate - owner-occupied	381,246		324,712
Commercial	487,409		382,785

Total commercial loans	2,554,507		2,094,749
Retail Loans:
Residential real estate	2,028,062		1,752,249
Home equity	283,491		253,251
Consumer	19,026		15,010
Total retail loans	2,330,579		2,020,510
Total loans	$	4,885,086	$	4,115,259

The loan balances for each portfolio segment presented above are net of their respective unamortized fair value mark discount on acquired loans and net of unamortized loan origination costs for the dates indicated:


(In thousands)	March 31, 2025		December 31, 2024
Net unamortized loan origination costs	$	6,587	$	6,685
Net unamortized fair value mark discount on acquired loans	( 91,974 )		( 79 )
Total	$	( 85,387 )	$	6,606

The Company's lending activities are primarily conducted in Maine and New Hampshire. The Company originates single- and multi-family residential loans, commercial real estate loans, business loans, municipal loans and a variety of consumer loans. In addition, the Company makes loans for the construction of residential homes, multi-family properties and commercial real estate properties. The ability and willingness of borrowers to honor their repayment commitments is generally dependent on the level of overall economic activity within the geographic area and the general economy.

Refer to Note 3 for further details on loans acquired through the acquisition of Northway on January 2, 2025.

Related Party Loans. In the normal course of business, the Bank makes loans to certain officers, directors and their associated companies, under terms that are consistent with the Company's lending policies and regulatory requirements and that do not involve more than the normal risk of collectability or present other unfavorable features. As of March 31, 2025 and December 31, 2024, outstanding loans to certain officers, directors and their associated companies were less than 5% of the Company's shareholders' equity.

Loan Sales

For the three months ended March 31, 2025 and 2024, the Company sold $ 42.3 million and $ 41.4 million, respectively, of residential mortgage loans on the secondary market, which resulted in gains on the sale of loans (net of costs) of $ 497,000 and $ 470,000 , respectively.

As of March 31, 2025 and December 31, 2024, the Company had certain residential mortgage loans with a principal balance of $ 11.0 million and $ 10.9 million, respectively, designated as held for sale. The Company has elected the fair value option of accounting for its loans held for sale, and as of March 31, 2025 and December 31, 2024, it had recorded unrealized gains of $ 24,000 and $ 126,000 , respectively. For the three months ended March 31, 2025 and 2024, the Company recorded the change in unrealized losses on loans held for sale within mortgage banking income, net, on the Company's consolidated statements of income of $ 102,000 and $ 85,000 , respectively.

The Company has forward delivery commitments with a secondary market investor on each of its loans held for sale as of March 31, 2025 and December 31, 2024. Refer to Note 10 for further discussion of the Company's forward delivery commitments.

ACL on Loans

The Company manages its loan portfolio proactively to effectively identify problem credits and assess trends early, implement effective work-out strategies, and take charge-offs as promptly as practical. In addition, the Company continuously reassesses its underwriting standards in response to credit risk posed by changes in economic conditions. The Company monitors and manages credit risk through the following governance structure:

• The Credit Risk Policy Committee, which is an internal management committee comprised of various executives and senior managers across business lines, including Accounting and Finance, Credit Underwriting, Collections and Special Assets, Risk, and Commercial and Retail Banking, along with the Credit Risk and Special Assets teams, oversees the Company's systems and procedures to monitor the credit quality of its loan portfolio, conduct a loan review program, and maintain the integrity of the loan rating system.

• The adequacy of the ACL is overseen by the Management Provision Committee, which is an internal management committee. As of January 1, 2025, the Management Provision Committee is comprised of the Company’s chief executive officer, chief financial officer, chief credit officer and certain members of senior management within Accounting, Credit Risk, and Collections and Special Assets. The Management Provision Committee supports the oversight efforts of the Audit Committee of the Board of Directors.

• The Directors' Credit Committee of the Board of Directors reviews large credit exposures, monitors external loan review reports, reviews the lending authority for individual loan officers when required, and has approval authority and responsibility for all matters regarding the loan policy and other credit-related policies, including reviewing and monitoring asset quality trends, and concentration levels.

• The Audit Committee of the Board of Directors has approval authority and oversight responsibility for the ACL adequacy and methodology.

Segmentation. For purposes of determining the ACL on loans, the Company disaggregates its loans into portfolio segments. Each portfolio segment possesses unique risk characteristics that are considered when determining the appropriate level of allowance. As of March 31, 2025 and December 31, 2024, the Company's loan portfolio segments, as determined based on the unique risk characteristics of each, include the following:

Commercial Real Estate - Non-Owner-Occupied. Non-owner occupied commercial real estate loans are, in substance, all commercial real estate loans that are not categorized by the Company as owner-occupied commercial real estate loans. Non owner-occupied commercial estate loans are investment properties in which the primary source for repayment of the loan by the borrower is derived from rental income associated with the property or the proceeds of the sale, refinancing, or permanent refinancing of the property. Non-owner-occupied commercial real estate loans consist of mortgage loans to finance investments in real property that may include, but are not limited to, multi-family residential, commercial/retail office space, industrial/warehouse space, hotels, assisted living facilities and other specific use properties. Also included within the non-owner-occupied commercial real estate loan segment are construction projects until they are completed. Commercial real estate loans are typically written with amortizing payment structures. Collateral values are determined based upon appraisals and evaluations in accordance with established policy guidelines. Maximum loan-to-value ratios at origination are governed by established policy and regulatory guidelines.

Commercial Real Estate - Owner-Occupied. Generally, owner-occupied commercial real estate loans are properties that are owned and operated by the borrower, and the primary source for repayment is the cash flow from the ongoing operations and activities conducted by the borrower's business. Owner-occupied commercial real estate loans consist of mortgage loans to finance investments in real property that may include, but are not limited to, commercial/retail office space, restaurants, educational and medical practice facilities and other specific use properties. Commercial real estate loans are typically written with amortizing payment structures. Collateral values are determined based upon appraisals and evaluations in accordance with established policy guidelines. Maximum loan-to-value ratios at origination are governed by established policy and regulatory guidelines.

Commercial. Commercial loans consist of revolving and term loan obligations extended to business and corporate enterprises for the purpose of financing working capital and/or capital investment. Collateral generally consists of pledges of business assets including, but not limited to, accounts receivable, inventory, plant and equipment, and/or real estate, if applicable. Commercial loans are primarily paid by the operating cash flow of the borrower. Commercial loans may be secured or unsecured.

Residential Real Estate . Residential real estate loans held in the Company's loan portfolio are made to borrowers who demonstrate the ability to make scheduled payments with full consideration to underwriting factors. Borrower qualifications include favorable credit history combined with supportive income requirements and combined loan-to-value ratios within established policy guidelines. Collateral consists of mortgage liens on one- to four-family residences, including for investment purposes.

Home Equity. Home equity loans and lines of credit are made to qualified individuals and are secured by senior or junior mortgage liens on owner-occupied one- to four-family homes, condominiums, or vacation homes. The home equity loan has a fixed rate and is billed as equal payments comprised of principal and interest. The home equity line of credit has a variable rate and is billed as interest-only payments during the draw period. At the end of the draw period, the home equity line of credit is billed as a percentage of the principal balance plus all accrued interest. Borrower qualifications include favorable credit history combined with supportive income requirements and combined loan-to-value ratios within established policy guidelines.

Consumer. Consumer loan products including personal lines of credit and amortizing loans made to qualified individuals for various purposes such as education, auto loans, debt consolidation, personal expenses or overdraft protection. Borrower qualifications include favorable credit history combined with supportive income and collateral requirements within established policy guidelines, as applicable. Consumer loans may be secured or unsecured.

The following table presents the activity in the ACL on loans for the periods indicated:


	Commercial Real Estate
(In thousands)	Non-Owner-Occupied		Owner- Occupied		Commercial		Residential Real Estate		Home Equity		Consumer		Total
As of or for the Three Months Ended March 31, 2025
Beginning balance, December 31, 2024	$	14,897	$	2,481	$	5,856	$	9,979	$	2,397	$	118	$	35,728
Charge-offs	—		( 191 )		( 896 )		( 4 )		( 3 )		( 26 )		( 1,120 )
Recoveries	1		51		110		6		—		3		171
Acquired PCD loans (1)	1,659		340		575		305		165		27		3,071
Provision for loans losses
Provision for acquired non-PCD loans	2,335		840		816		1,979		268		55		6,293
General provision (credit) for loan losses	60		671		( 326 )		1,607		589		( 21 )		2,580
Total provision for loan losses	2,395		1,511		490		3,586		857		34		8,873
Ending balance, March 31, 2025	$	18,952	$	4,192	$	6,135	$	13,872	$	3,416	$	156	$	46,723






As of or for the Three Months Ended March 31, 2024
Beginning balance, December 31, 2023	$	16,581	$	2,290	$	4,869	$	10,254	$	2,217	$	724	$	36,935
Charge-offs	—		—		( 309 )		—		—		( 36 )		( 345 )
Recoveries	7		—		92		6		80		2		187
(Credit) provision for loan losses	( 1,294 )		( 60 )		( 192 )		305		63		14		( 1,164 )
Ending balance, March 31, 2024	$	15,294	$	2,230	$	4,460	$	10,565	$	2,360	$	704	$	35,613






As of or for the Year Ended December 31, 2024
Beginning balance, December 31, 2023	$	16,581	$	2,290	$	4,869	$	10,254	$	2,217	$	724	$	36,935
Charge-offs	—		—		( 1,784 )		—		( 1 )		( 98 )		( 1,883 )
Recoveries	10		—		455		26		98		34		623
(Credit) provision for loan losses	( 1,694 )		191		2,316		( 301 )		83		( 542 )		53
Ending balance, December 31, 2024	$	14,897	$	2,481	$	5,856	$	9,979	$	2,397	$	118	$	35,728

(1) Upon acquisition of Northway on January 2, 2025, the Company designated certain acquired loans with an unpaid principal balance of $103.0 million as PCD loans. Refer to Note 3 for further discussion of the Company's designation of PCD loans.

During the first quarter of 2025, the Company completed its assessment of significant model inputs and assumptions within its discounted cash flow analysis used for estimating its ACL on loans and determined there were no material changes to the methodology. However, the Company did update one significant key assumption during the quarter within the Macroeconomic (loss) driver. As of March, the following loss drivers for each loan segment were used to calculate the expected PD over the forecast and reversion period: (i) commercial real estate – non-owner-occupied used Maine Unemployment and change in National GDP; (ii) commercial real estate – owner-occupied used Maine Unemployment and change in National GDP, (iii) commercial used Maine Unemployment and change in National GDP; (iv) residential real estate used Maine Unemployment and change in Maine House Price Index, (v) home equity used Maine Unemployment and change in Maine House Price Index and (vi) consumer used Maine Unemployment and change in National Retail Sales.

As of March 31, 2025 and December 31, 2024, total accrued interest receivable on loans, which has been excluded from reported amortized cost basis on loans, was $ 15.8 million and 12.7 million, respectively, and reported within other assets on the consolidated statements of condition. An allowance was not carried on the accrued interest receivable at either date.

Credit Concentrations

The Company focuses on maintaining a well-balanced and diversified loan portfolio and imposes internal credit concentration limits that includes consideration of regulatory requirements, which are reviewed quarterly by the Credit Risk Policy Committee. Despite such efforts, it is recognized that credit concentrations may occasionally emerge as a result of economic conditions, changes in local demand, natural loan growth and runoff. To identify credit concentrations effectively, all commercial and commercial real estate loans are assigned Standard Industrial Classification codes, North American Industry Classification System codes, and state and county codes. Shifts in portfolio concentrations are monitored. As of March 31, 2025, the Company's total exposure to the lessors of residential buildings' industry (lessors of buildings used as residences, such as single-family homes, apartments and town houses) and the lessors of nonresidential buildings' industry (operators of commercial and industrial buildings, retail establishments, theaters, banks and insurance buildings) were both 13 % of total loans and 32 % and 31 % of commercial real estate loans, respectively. There were no other industry exposures exceeding 10%

of the Company's total loan portfolio as of March 31, 2025.

Credit Quality Indicators

To further identify loans with similar risk profiles, the Company categorizes each portfolio segment into classes by credit risk characteristic and applies a credit quality indicator to each portfolio segment. The indicators for commercial real estate - non-owner-occupied and owner-occupied, commercial and residential real estate portfolio segments are represented by Grades 1 through 10 as outlined below. In general, risk ratings are adjusted periodically throughout the year as updated analysis and review warrants. This process may include, but is not limited to, annual credit and loan reviews, periodic reviews of loan performance metrics, such as delinquency rates, and quarterly reviews of adversely risk rated loans. The Company uses the following definitions when assessing grades for the purpose of evaluating the risk and adequacy of the ACL on loans:

• Grade 1 through 6 — Grades 1 through 6 represent groups of loans that are not subject to adverse criticism as defined in regulatory guidance. Loans in these groups exhibit characteristics that represent low to moderate risks, which is measured using a variety of credit risk criteria, such as cash flow coverage, debt service coverage, balance sheet leverage, liquidity, management experience, industry position, prevailing economic conditions, support from secondary sources of repayment and other credit factors that may be relevant to a specific loan. In general, these loans are supported by properly margined collateral and guarantees of principal parties.

• Grade 7 — Loans with potential weakness (Special Mention). Loans in this category are currently protected based on collateral and repayment capacity and do not constitute undesirable credit risk, but have potential weakness that may result in deterioration of the repayment process at some future date. This classification is used if a negative trend is evident in the obligor’s financial situation. Special mention loans do not sufficiently expose the Company to warrant adverse classification.

• Grade 8 — Loans with definite weakness (Substandard). Loans classified as substandard are inadequately protected by the current sound worth and paying capacity of the obligor or by collateral pledged. Borrowers experience difficulty in meeting debt repayment requirements. Deterioration is sufficient to cause the Company to look to the sale of collateral.

• Grade 9 — Loans with potential loss (Doubtful). Loans classified as doubtful have all the weaknesses inherent in the substandard grade with the added characteristic that the weaknesses make collection or liquidation of the loan in full highly questionable and improbable. The possibility of some loss is extremely high, but because of specific pending factors that may work to the advantage and strengthening of the asset, its classification as an estimated loss is deferred until its more exact status may be determined.

• Grade 10 — Loans with definite loss (Loss). Loans classified as loss are considered uncollectible. The loss classification does not mean that the asset has absolutely no recovery or salvage value, but rather that it is not practical or desirable to defer writing off the asset because recovery and collection time may be protracted.

The Company periodically reassesses asset quality indicators to reflect appropriately the risk composition of the Company’s loan portfolio. Home equity and consumer loans are not individually risk rated, but rather analyzed as groups taking into account delinquency rates and other economic conditions which may affect the ability of borrowers to meet debt service requirements, including interest rates and energy costs. Performing loans include loans that are current and loans that are past due less than 90 days. Loans that are past due over 90 days and non-accrual loans, are considered non-performing.

Based on the most recent analysis performed, the risk category of loans by portfolio segment by vintage was as follows as of and for the dates indicated:


(In thousands)	2025		2024		2023		2022		2021		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term		Total
As of and for the period ended March 31, 2025
Commercial real estate - non-owner-occupied
Risk rating
Pass (Grades 1-6)	$	20,787	$	103,372	$	118,621	$	396,328	$	328,044	$	657,605	$	—	$	—	$	1,624,757
Special mention (Grade 7)	—		—		—		466		—		6,990		—		—		7,456
Substandard (Grade 8)	—		—		194		27,147		—		26,298		—		—		53,639
Doubtful (Grade 9)	—		—		—		—		—		—		—		—		—
Total commercial real estate - non-owner-occupied	$	20,787	$	103,372	$	118,815	$	423,941	$	328,044	$	690,893	$	—	$	—	$	1,685,852
Gross charge-offs for the three months ended	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Commercial real estate - owner-occupied
Risk rating
Pass (Grades 1-6)	$	3,106	$	54,050	$	35,931	$	54,369	$	85,747	$	128,002	$	—	$	—	$	361,205
Special mention (Grade 7)	—		—		—		—		11		378		—		—		389
Substandard (Grade 8)	—		200		1,043		3,630		1,973		12,806		—		—		19,652
Doubtful (Grade 9)	—		—		—		—		—		—		—		—		—
Total commercial real estate - owner occupied	$	3,106	$	54,250	$	36,974	$	57,999	$	87,731	$	141,186	$	—	$	—	$	381,246
Gross charge-offs for the three months ended	$	—	$	—	$	—	$	185	$	—	$	6	$	—	$	—	$	191
Commercial
Risk rating
Pass (Grades 1-6)	$	40,116	$	86,887	$	29,056	$	51,723	$	26,092	$	64,567	$	140,153	$	39,924	$	478,518
Special mention (Grade 7)	—		520		—		—		—		—		397		—		917
Substandard (Grade 8)	—		121		545		1,982		285		1,203		2,080		1,758		7,974
Doubtful (Grade 9)	—		—		—		—		—		—		—		—		—
Total commercial	$	40,116	$	87,528	$	29,601	$	53,705	$	26,377	$	65,770	$	142,630	$	41,682	$	487,409
Gross charge-offs for the three months ended	$	—	$	—	$	462	$	68	$	—	$	307	$	49	$	10	$	896
Residential Real Estate
Risk rating
Pass (Grades 1-6)	$	35,964	$	149,164	$	164,547	$	581,766	$	575,651	$	514,071	$	416	$	1,167	$	2,022,746
Special mention (Grade 7)	—		—		—		—		—		—		—		—		—
Substandard (Grade 8)	—		—		—		1,119		950		3,247		—		—		5,316
Doubtful (Grade 9)	—		—		—		—		—		—		—		—		—
Total residential real estate	$	35,964	$	149,164	$	164,547	$	582,885	$	576,601	$	517,318	$	416	$	1,167	$	2,028,062
Gross charge-offs for the three months ended	$	—	$	—	$	—	$	—	$	—	$	4	$	—	$	—	$	4
Home equity
Risk rating
Performing	$	581	$	4,825	$	15,772	$	20,891	$	611	$	13,963	$	209,326	$	16,383	$	282,352
Non-performing	—		—		—		—		—		40		734		165		939
Total home equity	$	581	$	4,825	$	15,772	$	20,891	$	611	$	14,003	$	210,060	$	16,548	$	283,291
Gross charge-offs for the three months ended	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	3	$	3
Consumer
Risk rating
Performing	$	3,166	$	4,184	$	5,061	$	3,124	$	924	$	952	$	1,608	$	—	$	19,019
Non-performing	—		—		5		—		—		2		—		—		7
Total consumer	$	3,166	$	4,184	$	5,066	$	3,124	$	924	$	954	$	1,608	$	—	$	19,026
Gross charge-offs for the three months ended	$	—	$	—	$	18	$	6	$	—	$	—	$	2	$	—	$	26


(In thousands)	2024		2023		2022		2021		2020		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term		Total
As of and for the year ended December 31, 2024
Commercial real estate - non-owner-occupied
Risk rating:
Pass (Grades 1-6)	$	91,377	$	107,607	$	324,743	$	285,862	$	140,686	$	390,527	$	—	$	—	$	1,340,802
Special mention (Grade 7)	—		—		—		—		342		225		—		—		567
Substandard (Grade 8)	—		195		25,252		—		—		20,436		—		—		45,883
Doubtful (Grade 9)	—		—		—		—		—		—		—		—		—
Total commercial real estate - non-owner-occupied	$	91,377	$	107,802	$	349,995	$	285,862	$	141,028	$	411,188	$	—	$	—	$	1,387,252
Gross charge-offs for the year ended	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Commercial real estate - owner-occupied
Risk rating:
Pass (Grades 1-6)	$	53,436	$	31,141	$	48,633	$	71,629	$	19,582	$	89,092	$	—	$	—	$	313,513
Special mention (Grade 7)	—		—		—		1,900		—		304		—		—		2,204
Substandard (Grade 8)	—		540		822		191		—		7,442		—		—		8,995
Doubtful (Grade 9)	—		—		—		—		—		—		—		—		—
Total commercial real estate - owner-occupied	$	53,436	$	31,681	$	49,455	$	73,720	$	19,582	$	96,838	$	—	$	—	$	324,712
Gross charge-offs for the year ended	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Commercial
Risk rating:
Pass (Grades 1-6)	$	81,815	$	26,918	$	44,283	$	30,134	$	16,644	$	23,014	$	115,795	$	37,211	$	375,814
Special mention (Grade 7)	534		—		—		—		—		—		282		—		816
Substandard (Grade 8)	—		1,030		706		159		125		1,175		984		1,976		6,155
Doubtful (Grade 9)	—		—		—		—		—		—		—		—		—
Total commercial	$	82,349	$	27,948	$	44,989	$	30,293	$	16,769	$	24,189	$	117,061	$	39,187	$	382,785
Gross charge-offs for the year ended	$	—	$	146	$	47	$	54	$	89	$	1,017	$	357	$	74	$	1,784
Residential Real Estate
Risk rating:
Pass (Grades 1-6)	$	133,856	$	151,020	$	500,756	$	502,285	$	204,756	$	255,104	$	406	$	1,175	$	1,749,358
Special mention (Grade 7)	—		—		—		—		—		—		—		—		—
Substandard (Grade 8)	—		—		—		778		—		2,113		—		—		2,891
Doubtful (Grade 9)	—		—		—		—		—		—		—		—		—
Total residential real estate	$	133,856	$	151,020	$	500,756	$	503,063	$	204,756	$	257,217	$	406	$	1,175	$	1,752,249
Gross charge-offs for the year ended	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Home equity
Risk rating:
Performing	$	3,708	$	13,961	$	20,003	$	439	$	302	$	13,378	$	185,581	$	15,448	$	252,820
Non-performing	—		—		—		—		—		—		264		159		423
Total home equity	$	3,708	$	13,961	$	20,003	$	439	$	302	$	13,378	$	185,845	$	15,607	$	253,243
Gross charge-offs for the year ended	$	—	$	—	$	—	$	—	$	—	$	—	$	1	$	—	$	1
Consumer
Risk rating:
Performing	$	4,307	$	3,188	$	2,784	$	1,080	$	380	$	2,102	$	1,151	$	—	$	14,992
Non-performing	—		—		15		—		—		3		—		—		18
Total consumer	$	4,307	$	3,188	$	2,799	$	1,080	$	380	$	2,105	$	1,151	$	—	$	15,010
Gross charge-offs for the year ended	$	—	$	47	$	18	$	14	$	5	$	—	$	14	$	—	$	98

Past Due and Non-Accrual Loans

The Company closely monitors the performance of its loan portfolio. A loan is placed on non-accrual status when the financial condition of the borrower is deteriorating, payment in full of both principal and interest is not expected as scheduled, or principal or interest has been in default for 90 days or more. Exceptions may be made if the asset is secured by collateral sufficient to satisfy both the principal and accrued interest in full and collection is reasonably assured. When one loan to a borrower is placed on non-accrual status, all other loans to the borrower are re-evaluated to determine if they should also be placed on non-accrual status. All previously accrued and unpaid interest is reversed at this time. A loan will return to accrual status when collection of principal and interest is assured and the borrower has demonstrated timely payments of principal and interest for a reasonable period, generally at least six months. Unsecured loans, however, are not normally placed on non-accrual status because they are generally charged-off once their collectability is in doubt.

The following is a loan aging analysis by portfolio segment (including loans past due over 90 days and non-accrual loans) and loans past due over 90 days and accruing as of the following dates:


(In thousands)	30-59 Days Past Due		60-89 Days Past Due		90 Days or Greater Past Due		Total Past Due		Current		Total Loans Outstanding		Loans > 90 Days Past Due and Accruing
March 31, 2025
Commercial real estate - non-owner-occupied	$	29	$	—	$	129	$	158	$	1,685,694	$	1,685,852	$	—
Commercial real estate - owner-occupied	313		38		130		481		380,765		381,246
Commercial	331		927		696		1,954		485,455		487,409		—
Residential real estate	1,640		798		1,202		3,640		2,024,422		2,028,062		—
Home equity	204		177		332		713		282,778		283,491		—
Consumer	81		58		2		141		18,885		19,026		—
Total	$	2,598	$	1,998	$	2,491	$	7,087	$	4,877,999	$	4,885,086	$	—
December 31, 2024
Commercial real estate - non-owner-occupied	$	59	$	—	$	130	$	189	$	1,387,063	$	1,387,252	$	—
Commercial real estate - owner-occupied	85		545		430		1,060		323,652		324,712		—
Commercial	373		265		1,548		2,186		380,599		382,785		—
Residential real estate	333		333		974		1,640		1,750,609		1,752,249		—
Home equity	428		141		125		694		252,557		253,251		—
Consumer	55		13		18		86		14,924		15,010		—
Total	$	1,333	$	1,297	$	3,225	$	5,855	$	4,109,404	$	4,115,259	$	—

The following table presents the amortized cost basis of loans on non-accrual status by portfolio segment as of the dates indicated:


	March 31, 2025						December 31, 2024
(In thousands)	Non-Accrual Loans With an Allowance		Non-Accrual Loans Without an Allowance		Total Non-Accrual Loans		Non-Accrual Loans With an Allowance		Non-Accrual Loans Without an Allowance		Total Non-Accrual Loans
Commercial real estate - non-owner-occupied	$	128	$	—	$	128	$	129	$	—	$	129
Commercial real estate - owner-occupied	143		—		143		430		—		430
Commercial	1,803		—		1,803		1,927		—		1,927
Residential real estate	4,322		—		4,322		1,891		—		1,891
Home equity	848		—		848		434		—		434
Consumer	7		—		7		18		—		18
Total	$	7,251	$	—	$	7,251	$	4,829	$	—	$	4,829

Interest income that would have been recognized if loans on non-accrual status had been current in accordance with their original terms is estimated to have been $ 73,000 and $ 43,000 for the three months ended March 31, 2025 and 2024, respectively.

The Company's policy is to reverse previously recorded accrued interest income when a loan is placed on non-accrual, as such, the Company did not record any interest income on its non-accrual loans for the three months ended March 31, 2025 and 2024.

Collateral-dependent loans are loans for which repayment is expected to be provided substantially by the underlying collateral and there are no other available and reliable sources of repayment. The following table presents the amortized cost basis of collateral-dependent loans by portfolio segment and collateral type, as of the dates indicated:


	March 31, 2025							December 31, 2024
	Collateral Type				Total Collateral -Dependent Loans			Collateral Type			Total Collateral -Dependent Loans
(In thousands)	Real Estate		Other Assets						Real Estate				Other Assets
Commercial real estate - non-owner occupied	$	4,434	$	—		$	4,434		$	4,448	$	—		$	4,448
Commercial	—		—			—			—		669			—



Total	$	4,434	$	—		$	4,434		$	4,448	$	669		$	4,448

Loan Modifications for Borrowers Experiencing Financial Difficulty

The Company offers several types of loan and receivables modification programs to borrowers experiencing financial difficulty, primarily interest rate reductions and term extensions. In such instances, the Company may modify loans and receivables with the intention to minimize future losses and improve collectability, while providing customers with temporary or permanent financial relief. There were no loans that were modified to borrowers experiencing financial difficulty during the three months ended March 31, 2025 and 2024.

The Company closely monitors the performance of loans that were previously modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts and relevant factors are considered while assessing the adequacy of the ACL. During the three months ended March 31, 2025 there was one default of a previously modified loan to a borrower experiencing financial difficulty, and no other modified loans were past due. For the three months ended March 31, 2024 there were no previously modified loans to borrowers experiencing financial difficulty that defaulted.

In-Process Foreclosure Proceedings

As of March 31, 2025 and December 31, 2024, the Company had $ 439,000 and $ 1.0 million, respectively, of consumer mortgage loans secured by residential real estate properties for which foreclosure proceedings were in process.

FHLBB Advances

FHLBB advances are those borrowings from the FHLBB greater than 90 days. FHLBB advances are collateralized by a blanket lien on qualified collateral consisting primarily of loans with first mortgages secured by one-to-four family properties, certain commercial real estate loans, certain pledged investment securities and other qualified assets. As of March 31, 2025 and December 31, 2024, the combined carrying value of residential real estate and commercial loans pledged as collateral was $2.3 and $ 1.9 billion, respectively.

Refer to Notes 3 and 7 of the consolidated financial statements for discussion of securities pledged as collateral.

NOTE 6 – GOODWILL AND CORE DEPOSIT INTANGIBLE ASSETS

The carrying value of goodwill as of March 31, 2025 and December 31, 2024 is shown in the table below:


(In thousands)	Goodwill
Balance at December 31, 2024	$	94,697
2025 Activity (1)	59,073
Balance at March 31, 2025	$	153,770

(1) On January 2, 2025, the Company completed the acquisition of Northway and generated $ 59.1 million of goodwill. Refer to Note 3 for additional details.

The carrying value of CDI assets at March 31, 2025 and December 31, 2025 is shown in the table below:


	Core Deposit Intangible
(In thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Balance at December 31, 2024	$	6,451	$	( 6,036 )	$	415
2025 activity	48,058		( 1,473 )		46,585
Balance at March 31, 2025	$	54,509	$	( 7,509 )	$	47,000

(1) On January 2, 2025, the Company completed its acquisition of Northway and recorded CDI assets of $ 48.1 million that will amortize over a ten year period. Refer to Note 3 for further details. For the three months ended March 31, 2025 and 2024, the Company recorded amortization expense of $ 1.5 million and $ 139,000 , respectively, which was presented within non-interest expense on the consolidated statements of income.

The following table reflects the estimated amortization expense for CDI assets over the period of estimated economic benefit:


(In thousands)	Core Deposit Intangible Assets
2025	$	4,419
2026	5,416
2027	5,300
2028	5,161
2029	4,997
Thereafter	21,707
Total	$	47,000

NOTE 7 – BORROWINGS

The following summarizes the Company's borrowings as presented on the consolidated statements of condition as of the dates indicated:


(In thousands)	March 31, 2025		December 31, 2024
Short-Term Borrowings:
FHLBB Borrowings (1)	$	325,000	$	325,000


Customer Repurchase Agreements (2)	242,436		175,621


Total Short-Term Borrowings	$	567,436	$	500,621
Junior Subordinated Debentures:
CCTA (1)	$	36,083	$	36,083
UBCT (1)	8,248		8,248
NCT III (1)(3)	8,479		—
NCT IV (1)(3)	8,480		—
Total Junior Subordinated Debentures	$	61,290	$	44,331

(1) The Company has interest rate swap contracts on certain borrowings. Refer to Note 10 for further discussion of derivative instruments.

(2) The Company assumed customer repurchase agreements of $ 65.5 million through the acquisition of Northway on January 2, 2025. Refer to Note 8 for further discussion of the Company's customer repurchase agreements and to Note 3 for further details of the acquisition of Northway.

(3) The Company assumed junior subordinated debentures through the acquisition of Northway on January 2, 2025. Refer to Note 3 for further details on the accounting for the junior subordinated debentures on the acquisition date.

Junior Subordinated Debentures

The Company assumed $ 10.0 million of junior subordinated debentures issued to NCT III, which issued trust preferred securities to the public. The Company acquired all outstanding equity interest in NCT III as part of the Northway acquisition. The Company is obligated to pay interest on the junior subordinated debentures (and NCT III is obligated to pay interest on the trust preferred securities) quarterly. Both the debentures and the trust preferred securities issued by NCT III have a floating rate, which resets quarterly, equal to the three-month CME Term SOFR plus 1.60 %. At March 31, 2025, the interest rate on these debentures and trust preferred securities was 6.16 %. The debt securities mature on June 15, 2037, but may be redeemed by the Company at par, in whole or in part, on any interest payment date. The debt securities may also be redeemed by the Company in whole or in part, within 120 days of the occurrence of certain special redemption events.

The Company assumed $ 10.0 million of junior subordinated debentures issued to NCT IV, which issued trust preferred securities to the public. The Company acquired all outstanding equity interest in NCT IV as part of the Northway acquisition. The Company is obligated to pay interest on the junior subordinated debentures (and NCT IV is obligated to pay interest on the trust preferred securities) quarterly. Both the debentures and the trust preferred securities have a floating rate, which resets quarterly, equal to the three-month CME Term SOFR plus 1.49 %. At March 31, 2025, the interest rate on these debentures and trust preferred securities was 6.05 %. The debt securities mature on June 15, 2037, but may be redeemed by the Company at par, in whole or in part, on any interest payment date. The debt securities may also be redeemed by the Company in whole or in part, within 90 days of the occurrence of certain special redemption events.

NOTE 8 – REPURCHASE AGREEMENTS

The Company can raise additional liquidity by entering into repurchase agreements at its discretion. In a security repurchase agreement transaction, the Company generally will sell a security, agreeing to repurchase either the same or a substantially identical security on a specified later date, at a greater price than the original sales price. The difference between the sale price and purchase price is the cost of the proceeds, which is recorded within interest on borrowings on the consolidated statements of income. The securities underlying the agreements are delivered to counterparties as collateral for the repurchase obligations. Because the securities are treated as collateral and the agreement does not qualify for a full transfer of effective control, the transactions do not meet the criteria to be classified as sales and are therefore considered secured borrowing transactions for accounting purposes. Payments on such borrowings are interest only until the scheduled repurchase date. In a

repurchase agreement the Company is subject to the risk that the purchaser may default at maturity and not return the securities underlying the agreements. In order to minimize this potential risk, the Company either deals with established firms when entering into these transactions, or with customers whose agreements stipulate that the securities underlying the agreement are not delivered to the customer and instead are held in segregated safekeeping accounts by the Company's safekeeping agents.

The table below sets forth information regarding the Company’s repurchase agreements accounted for as secured borrowings and types of collateral as of the dates indicated:


(In thousands)	March 31, 2025		December 31, 2024
Customer Repurchase Agreements (1)(2)(3) :
MBS issued or guaranteed by U.S. government-sponsored enterprises	$	222,894	$	161,397
CMO issued or guaranteed by U.S. government-sponsored enterprises	19,542		14,224

Total	$	242,436	$	175,621

(1) Presented within short-term borrowings on the consolidated statements of condition.

(2) All customer repurchase agreements mature continuously or overnight for the dates indicated.

(3) The Company assumed customer repurchase agreements of $ 65.5 million through the acquisition of Northway on January 2, 2025. Refer to Note 3 for further details of the acquisition of Northway.

As of March 31, 2025 and December 31, 2024, certain customers held CDs totaling $ 268,000 and $ 333,000 , respectively, that were collateralized by MBS and CMO securities that were overnight repurchase agreements.

Certain counterparties monitor collateral and may request additional collateral to be posted from time to time.

NOTE 9 – COMMITMENTS AND CONTINGENCIES

Commitments

In the normal course of business, the Company is a party to both on- and off-balance sheet financial instruments involving, to varying degrees, elements of credit risk and interest rate risk in addition to the amounts recognized in the consolidated statements of condition.

The following is a summary of the Company's contractual off-balance sheet commitments as of the dates indicated:


(In thousands)	March 31, 2025		December 31, 2024
Commitments to extend credit	$	896,651	$	774,659
Standby letters of credit	5,480		4,553
Total	$	902,131	$	779,212

The Company’s commitments to extend credit from its lending activities do not necessarily represent future cash requirements since certain of these instruments may expire without being funded and others may not be fully drawn upon. These commitments are subject to the Company’s credit approval process, including an evaluation of the customer’s creditworthiness and related collateral requirements. Commitments generally have fixed expiration dates or other termination clauses.

Standby letters of credit are conditional commitments issued to guarantee the performance of a borrower to a third party. In the event of nonperformance by the borrower, the Company would be required to fund the commitment and would be entitled to the underlying collateral, if applicable, which generally consists of pledges of business assets including, but not limited to, accounts receivable, inventory, plant and equipment, and/or real estate. The maximum potential future payments are limited to the contractual amount of the commitment.

The Company establishes an ACL on off-balance sheet credit exposures on its contractual off-balance sheet commitments, except those that are unconditionally cancellable by the Company. As of March 31, 2025 and December 31, 2024, the ACL on off-balance sheet credit exposures was $ 3.4 million and $ 2.8 million, respectively. The ACL on off-balance sheet credit exposure was presented within accrued interest and other liabilities on the consolidated statements of condition.

For the three months ended March 31, 2025 and 2024, the provision (credit) for credit losses on off-balance sheet credit exposures recorded in provision (credit) for credit losses on the consolidated statements of income was $ 556,000 and ($ 27,000 ), respectively.

Legal Contingencies

In the normal course of business, the Company and its subsidiaries are subject to pending and threatened litigation, claims, investigations and legal and administrative cases and proceedings. Although the Company is not able to predict the outcome of such actions, after reviewing pending and threatened actions with counsel, management believes that, based on the information currently available, the outcome of such actions, individually or in the aggregate, will not have a material adverse effect on the Company’s consolidated financial statements.

Reserves are established for legal claims only when losses associated with the claims are judged to be probable, and the loss can be reasonably estimated. Assessments of litigation exposure are difficult because they involve inherently unpredictable factors including, but not limited to: whether the proceeding is in the early stages; whether damages are unspecified, unsupported, or uncertain; whether there is a potential for punitive or other pecuniary damages; whether the matter involves legal uncertainties, including novel issues of law; whether the matter involves multiple parties and/or jurisdictions; whether discovery has begun or is not complete; whether meaningful settlement discussions have commenced; and whether the lawsuit involves class allegations. In many lawsuits and arbitrations, it is not possible to determine whether a liability has been incurred or to estimate the ultimate or minimum amount of that liability until the case is close to resolution, in which case a reserve will not be recognized until that time. Assessments of class action litigation, which generally is more complex than other types of litigation, are particularly difficult, especially in the early stages of the proceeding when it is not known whether a class will be certified or how a potential class, if certified, will be defined. As a result, the Company may be unable to estimate reasonably possible losses with respect to every litigation matter it faces.

The Company did no t have any material loss contingencies that were provided for and/or that are required to be disclosed as of March 31, 2025 and December 31, 2024, respectively.

NOTE 10 – DERIVATIVES AND HEDGING

The Company is exposed to certain risk arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its assets and liabilities and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s credit derivatives result from loan participation arrangements, and therefore are not used to manage interest rate risk in the Company’s assets or liabilities.

Derivatives Designated as Hedging Instruments - Hedges of Interest Rate Risk

Interest Rate Contracts - Cash Flow Hedges. The Company’s objectives in using interest rate derivatives are to add stability to interest income and expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed rate payments or the receipt of fixed rate amounts from a counterparty in exchange for the Company making variable-rate payments over the life of the agreements without exchange of the underlying notional amount. For the three months ended March 31, 2025 and 2024, such derivatives were used to hedge the variable cash flows associated with existing variable-rate assets or liabilities or forecasted issuances of debt.

For derivatives designated, and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in AOCI and subsequently is reclassified into interest expense or interest income in the same period(s) during which the hedged transaction affects earnings. Amounts reported in AOCI related to derivatives will be reclassified to interest expense or interest income as interest payments are made or received on the Company’s variable-rate liabilities or assets. The Company estimates that over the next 12 months, an additional $ 2.2 million will be reclassified as a decrease to interest expense.

Interest Rate Contracts - Fair Value Hedges. Derivatives designated as fair value hedges are utilized to mitigate the risk

of changes in the fair values of recognized assets and liabilities. The Company uses interest rate contracts in this manner to manage its exposure to changes in the fair value of hedged items caused by changes in interest rates.

Changes in the fair value of the derivatives and changes in the fair value of the hedged item due to changes in the hedged risk are recognized in earnings in the same line item. If a hedge is terminated, but the hedged item was not derecognized, all remaining adjustments to the carrying amount of the hedged item are amortized over a period that is consistent with the amortization of other discounts or premiums associated with the hedged item.

Derivatives not Designated as Hedges

Customer Loan Swaps. Derivatives not designated as hedges are not speculative and result from a service the Company provides to certain customers. The Company executes interest rate swaps with commercial banking customers to facilitate their respective risk management strategies. Those interest rate swaps are simultaneously hedged by offsetting derivatives that the Company executes with a third party, such that the Company minimizes its net risk exposure resulting from such transactions. As the interest rate derivatives associated with this program do not meet the strict hedge accounting requirements, changes in the fair value of both the customer derivatives and the offsetting derivatives are recognized directly in earnings.

Fixed Rate Mortgage Interest Rate Lock Commitments. As part of the origination process of a residential loan, the Company may enter into rate lock agreements with its borrower, which is considered an interest rate lock commitment. If the Company intends to sell the loan upon origination, it will account for the interest rate lock commitment as a derivative.

Forward Delivery Commitments. The Company typically enters into a forward delivery commitment with a secondary market investor, which has been approved by the Company within its normal governance process, at the onset of the loan origination process. The Company may enter into these arrangements with the secondary market investors on a "best effort" or "mandatory delivery" basis. The Company's normal practice is typically to enter into these arrangements on a "best effort" basis. The Company enters into these arrangements with the secondary market investors to manage its interest rate exposure. The Company accounts for the forward delivery commitment as a derivative upon origination of a loan identified as held for sale.

Risk Participation Agreements. The Company’s existing credit derivatives result from participations in or out of interest rate swaps provided by or to external lenders as part of loan participation arrangements, therefore, are not used to manage interest rate risk in the Company’s assets or liabilities. Derivatives not designated as hedges are not speculative and result from a service the Company provides to certain lenders which participate in loans.

The following table presents the fair value of the Company's derivative financial instruments as well as their classification on the consolidated statements of condition as of the dates indicated:


	Derivative Assets					Derivative Liabilities
(Dollars in thousands)	Notional Amount		Location	Fair Value		Notional Amount		Location	Fair Value
March 31, 2025
Derivatives designated as hedging instruments:
Interest rate contracts (1)	$	585,000	Other Assets	$	10,127	$	293,000	Accrued interest and other liabilities	$	1,120
Total derivatives designated as hedging instruments	$	585,000		$	10,127	$	293,000		$	1,120
Derivatives not designated as hedging instruments:
Customer loan swaps (1)	$	344,749	Other assets	$	12,890	$	344,749	Accrued interest and other liabilities	$	12,923
Risk participation agreements	35,407		Other assets	—		66,045		Accrued interest and other liabilities	—
Fixed rate mortgage interest rate lock commitments	8,316		Other assets	84		7,874		Accrued interest and other liabilities	52
Forward delivery commitments	8,414		Other assets	148		2,620		Accrued interest and other liabilities	30
Total derivatives not designated as hedging instruments	$	396,886		$	13,122	$	421,288		$	13,005
December 31, 2024
Derivatives designated as hedging instruments:
Interest rate contracts (1)	$	643,000	Other assets	$	14,040	$	225,000	Accrued interest and other liabilities	$	232
Total derivatives designated as hedging instruments	$	643,000		$	14,040	$	225,000		$	232
Derivatives not designated as hedging instruments:
Customer loan swaps (1)	$	313,413	Other assets	$	11,717	$	313,413	Accrued interest and other liabilities	$	11,787
Risk participation agreements	27,568		Other assets	—		60,228		Accrued interest and other liabilities	—
Fixed rate mortgage interest rate lock commitments	4,737		Other assets	65		5,331		Accrued interest and other liabilities	55
Forward delivery commitments	9,813		Other assets	203		1,110		Accrued interest and other liabilities	4
Total derivatives not designated as hedging instruments	$	355,531		$	11,985	$	380,082		$	11,846

(1) Reported fair values include accrued interest receivable and payable.

The following table shows the carrying amount and associated cumulative basis adjustments related to the application of hedge accounting that is included in the carrying amount of hedged assets and liabilities in fair value hedging relationships:


Location in Consolidated Statements of Condition	Carrying Amount of Hedged Assets/(Liabilities)				Cumulative Fair Value Hedging Adjustment in the Carrying Amount of the Hedged Assets/(Liabilities)
(Dollars in thousands)	March 31, 2025		December 31, 2024		March 31, 2025		December 31, 2024
Loans (1)	$	449,855	$	372,724	$	( 145 )	$	( 2,276 )
Total	$	449,855	$	372,724	$	( 145 )	$	( 2,276 )

(1) These amounts include the amortized cost basis of residential real estate loans that were used to designate hedging relationships in which the hedged item is the stated amount of assets in the closed portfolio anticipated to be outstanding for the designated hedged period. As of March 31, 2025 and December 31, 2024, the amortized cost basis of the residential real estate loans used in these hedging relationships was $ 743.2 million and $ 752.4 million, respectively, and the amount of the designated hedged residential loans was $ 450.0 million and $ 375.0 million, respectively.

The table below presents the effect of cash flow hedge accounting, before tax, on AOCI for the periods indicated:


(Dollars in thousands)	Amount of Gain (Loss) Recognized in OCI on Derivative		Amount of Gain (Loss) Recognized in OCI Included Component		Amount of Gain (Loss) Recognized in OCI Excluded Component		Location of Gain (Loss) Recognized from AOCI into Income	Amount of Gain (Loss) Reclassified from AOCI into Income		Amount of Gain (Loss) Reclassified from AOCI into Income Included Component		Amount of Gain (Loss) Reclassified from AOCI into Income Excluded Component
For the Three Months Ended March 31, 2025
Interest rate contracts	$	—	$	—	$	—	Interest and fees on loans	$	—	$	—	$	—
Interest rate contracts	—		—		—		Interest on deposits	—		—		—
Interest rate contracts	( 851 )		( 851 )		—		Interest on borrowings	620		620		—
Interest rate contracts	( 679 )		( 679 )		—		Interest on junior subordinated debentures	116		116		—
Total	$	( 1,530 )	$	( 1,530 )	$	—		$	736	$	736	$	—








For the Three Months Ended March 31, 2024
Interest rate contracts	$	( 88 )	$	( 88 )	$	—	Interest and fees on loans	$	( 936 )	$	( 936 )	$	—
Interest rate contracts	1,989		1,989		—		Interest on borrowings	678		678		—
Interest rate contracts	1,265		1,265		—		Interest on junior subordinated debentures	227		227		—
Total	$	3,166	$	3,166	$	—		$	( 31 )	$	( 31 )	$	—

The table below presents the effect of fair value and cash flow hedge accounting on the consolidated statements of income for the periods indicated:


	Location and Amount of Gain (Loss) Recognized in Income
	Three Months Ended March 31,
	2025						2024
(Dollars in thousands)	Interest and fees on loans		Interest on borrowings		Interest on junior subordinated debentures			Interest and fees on loans		Interest on borrowings		Interest on junior subordinated debentures
Total presented on the consolidated statements of income in which the effects of cash flow and fair value hedges are recorded	$	66,549	$	4,018	$	898		$	51,709	$	5,198	$	534
Gain (loss) on fair value hedging relationships
Interest rate contracts:
Hedged items	$	( 3,939 )	$	—	$	—		$	( 4,416 )	$	—	$	—
Derivatives designated as hedging instruments	$	4,856	$	—	$	—		$	5,961	$	—	$	—
Gain (loss) on cash flow hedging relationships
Interest rate contracts:
Amount of gain (loss) reclassified from AOCI into income	$	—	$	620	$	116		$	( 936 )	$	678	$	227
Amount of gain (loss) reclassified from AOCI into income - included component	$	—	$	620	$	116		$	( 936 )	$	678	$	227
Amount of gain (loss) reclassified from AOCI into income - excluded component	$	—	$	—	$	—		$	—	$	—	$	—

The table below presents the effect of the Company's derivative financial instruments that are not designated as hedging instruments on the consolidated statements of income for the periods indicated:


	Location of Gain (Loss) Recognized in Income	Amount of Gain (Loss) Recognized in Income
		Three Months Ended March 31,
(Dollars in thousands)		2025		2024
Customer loan swaps	Other expense	$	( 37 )	$	19
Fixed rate mortgage interest rate lock commitments	Mortgage banking income, net	22		85
Forward delivery commitments	Mortgage banking income, net	( 81 )		98
Total		$	( 96 )	$	202

Credit Risk-Related Contingent Features

By using derivatives, the Company is exposed to credit risk to the extent that counterparties to the derivative contracts do not perform as required. Should a counterparty fail to perform under the terms of a derivative contract, the Company’s credit exposure on interest rate swaps is limited to the net positive fair value and accrued interest of all swaps with each counterparty. The Company seeks to minimize counterparty credit risk through credit approvals, limits, monitoring procedures, and obtaining collateral, where appropriate. As such, management believes the risk of incurring credit losses on derivative contracts with institutional counterparties is remote.

The Company has agreements with its derivative counterparties that contain a provision where if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations. In addition, the Company also has agreements with certain of its derivative counterparties that contain a provision where if the Company fails to maintain its status as a well- capitalized institution, then the counterparty could terminate the derivative position(s) and the Company could be required to settle its obligations under the agreements.

As of March 31, 2025 and December 31, 2024, the fair value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for non-performance risk, related to these agreements was $ 2.8 million and $ 11.8 million, respectively. The Company has minimum collateral posting thresholds with certain of its derivative counterparties, as of March 31, 2025 and December 31, 2024, has not posted any collateral as the Company has master netting arrangements with its counterparties. Refer to Note 11 for further information. If the Company had breached any of these provisions as of March 31, 2025 or December 31, 2024, it could have been required to settle its obligations under the agreements at their termination value of $ 2.8 million and $ 11.8 million, respectively.

NOTE 11 – BALANCE SHEET OFFSETTING

The Company does not offset the carrying value for derivative instruments or repurchase agreements on the consolidated statements of condition. The Company nets the amount recognized for the right to reclaim cash collateral against the obligation to return cash collateral arising from instruments executed with the same counterparty under a master netting arrangement. Collateral legally required to be pledged or received is monitored and adjusted as necessary. Refer to Note 8 for further discussion of repurchase agreements and Note 10 for further discussion of derivative instruments.

The following table presents the Company's derivative positions and repurchase agreements, and the potential effect of netting arrangements on its financial position, as of the dates indicated:


							Gross Amount Not Offset in the Consolidated Statements of Condition
(Dollars in thousands)	Gross Amount Recognized in the Consolidated Statements of Condition		Gross Amount Offset in the Consolidated Statements of Condition		Net Amount Presented in the Consolidated Statements of Condition		Financial Instruments Pledged (Received) (1)		Cash Collateral Pledged (Received) (1)		Net Amount
March 31, 2025
Derivative assets:
Customer loan swaps - dealer bank (2)	$	10,158	$	—	$	10,158	$	—	$	( 10,158 )	$	—
Customer loan swaps - commercial customer (3)	2,732		—		2,732		—		—		2,732
Interest rate contracts (2)	10,127		—		10,127		—		( 7,410 )		2,717

Total	$	23,017	$	—	$	23,017	$	—	$	( 17,568 )	$	5,449
Derivative liabilities:
Customer loan swaps - commercial customer (3)	$	12,008	$	—	$	12,008	$	—	$	—	$	12,008
Customer loan swaps - dealer bank (2)	915		—		915		—		—		915
Interest rate contracts (2)	1,120		—		1,120		—		1,120		—


Total	$	14,043	$	—	$	14,043	$	—	$	1,120	$	12,923
Customer repurchase agreements	$	242,436	$	—	$	242,436	$	242,436	$	—	$	—
December 31, 2024
Derivative assets:
Customer loan swaps - dealer bank (2)	$	10,660	$	—	$	10,660	$	—	$	( 2,650 )	$	8,010
Customer loan swaps - commercial customer (3)	1,057		—		1,057		—		—		1,057
Interest rate contracts (2)	14,040		—		14,040		—		( 10,812 )		3,228


Total	$	25,757	$	—	$	25,757	$	—	$	( 13,462 )	$	12,295
Derivative liabilities:
Customer loan swaps - commercial customer (3)	$	11,679	$	—	$	11,679	$	—	$	—	$	11,679
Customer loan swaps - dealer bank (2)	108		—		108		—		—		108
Interest rate contracts (2)	232		—		232		—		232		—


Total	$	12,019	$	—	$	12,019	$	—	$	232	$	11,787
Customer repurchase agreements	$	175,621	$	—	$	175,621	$	175,621	$	—	$	—

(1) The amount presented was the lesser of the amount pledged (received) or the net amount presented in the consolidated statements of condition.

(2) The Company maintains master netting arrangements with each counterparty and settles collateral on a net basis for all contracts.

(3) The Company manages its net exposure on its commercial customer loan swaps by obtaining collateral as part of the normal loan policy and underwriting practices. The Company does not post collateral to its commercial customers as part of its contract.

NOTE 12 – REGULATORY CAPITAL REQUIREMENTS

The Company and Bank are subject to various regulatory capital requirements administered by the FRB and the OCC. Failure to meet minimum capital requirements can result in mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements.

The Company and Bank are required to maintain certain levels of capital based on risk-adjusted assets. These capital requirements represent quantitative measures of their assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The Company and Bank's capital classification is also subject to qualitative judgments by our

regulators about components, risk weightings and other factors. The quantitative measures established to ensure capital adequacy require the Company and Bank to maintain minimum amounts and ratios of total capital, Tier 1 capital, and common equity Tier 1 capital to risk-weighted assets, and of Tier 1 capital to average assets, or the leverage ratio. These requirements apply to the Company on a consolidated basis.

Under the current requirements, banking organizations must have a minimum total risk-based capital ratio of 8.0 %, a minimum Tier 1 risk-based capital ratio of 6.0 %, a minimum common equity Tier 1 risk-based capital ratio of 4.5 %, and a minimum leverage ratio of 4.0 % in order to be "adequately capitalized." In addition to these requirements, banking organizations must maintain a capital conservation buffer consisting of common Tier 1 equity in an amount above the minimum risk-based capital requirements for "adequately capitalized" institutions equal to 2.5% of total risk-weighted assets, resulting in a requirement for the Company and the Bank effectively to maintain common equity Tier 1, Tier 1 and total capital ratios of 7.0%, 8.5% and 10.5%, respectively. The Company and the Bank must maintain the capital conservation buffer to avoid restrictions on the ability to pay dividends, pay discretionary bonuses and to engage in share repurchases based on the amount of the shortfall and the institution's "eligible retained income" (that is, the greater of (i) net income for the preceding four quarters, net of distributions and associated tax effects not reflected in net income and (ii) average net income over the preceding four quarters).

The Company and Bank's risk-based capital ratios exceeded regulatory requirements, including the capital conservation buffer, as of March 31, 2025 and December 31, 2024, and the Bank's capital ratios met the requirements for it to be considered "well capitalized" under prompt corrective action provisions for each period. There were no changes to the Company or Bank's capital ratios that occurred subsequent to March 31, 2025 that would change the Company or Bank's regulatory capital categorization. The following table presents the Company and Bank's regulatory capital ratios at the periods indicated:


	March 31, 2025				Minimum Regulatory Capital Required for Capital Adequacy plus Capital Conservation Buffer		Minimum Regulatory Provision to Be "Well Capitalized"		December 31, 2024				Minimum Regulatory Capital Required for Capital Adequacy plus Capital Conservation Buffer		Minimum Regulatory Provision to Be "Well Capitalized"
(Dollars in thousands)	Amount		Ratio						Amount		Ratio
Camden National Corporation:
Total risk-based capital ratio	$	631,806	13.13	%	10.50	%	10.00	%	$	607,303	15.11	%	10.50	%	10.00	%
Tier 1 risk-based capital ratio	581,722		12.09	%	8.50	%	6.00	%	568,769		14.16	%	8.50	%	6.00	%
Common equity Tier 1 risk-based capital ratio (1)	518,722		10.78	%	7.00	%	N/A		525,769		13.09	%	7.00	%	N/A
Tier 1 leverage capital ratio (1)	581,722		8.58	%	4.00	%	N/A		568,769		9.90	%	4.00	%	N/A
Camden National Bank:
Total risk-based capital ratio	$	602,259	12.55	%	10.50	%	10.00	%	$	575,209	14.36	%	10.50	%	10.00	%
Tier 1 risk-based capital ratio	552,175		11.51	%	8.50	%	8.00	%	536,676		13.40	%	8.50	%	8.00	%
Common equity Tier 1 risk-based capital ratio	552,175		11.51	%	7.00	%	6.50	%	536,676		13.40	%	7.00	%	6.50	%
Tier 1 leverage capital ratio	552,175		8.17	%	4.00	%	5.00	%	536,676		9.36	%	4.00	%	5.00	%

(1) “Minimum Regulatory Provisions to Be ‘Well Capitalized’” are not formally defined under applicable banking regulations for bank holding companies.

In 2006 and 2008, the Company issued $ 44.3 million of junior subordinated debentures in connection with the issuance of trust preferred securities. In the first quarter of 2025 the Company assumed, as part of the Northway acquisition, two additional tranches of junior subordinated debentures totaling $ 20.6 million, which were subject to fair value purchase accounting at the acquisition date. Refer to Note 7 for additional information regarding the junior subordinated debentures assumed in connection with the Northway acquisition. Although the junior subordinated debentures are recorded as liabilities on the Company's consolidated statements of condition, the Company is permitted, in accordance with applicable regulation, to include the debentures within its calculation of risk-based capital, subject to certain limits. As of March 31, 2025 and December 31, 2024, $ 63.0 million and $ 43.0 million, respectively, of the junior subordinated debentures were included in Tier 1 and total risk-based capital for the Company.

The Company and Bank's regulatory capital and risk-weighted assets fluctuate due to normal business, including profits and losses generated by the Company and Bank as well as changes to their asset mix. Of particular significance are changes within the Company and Bank's loan portfolio mix due to the differences in regulatory risk-weighting between retail and commercial loans. Furthermore, the Company and Bank's regulatory capital and risk-weighted assets are subject to change due

to changes in GAAP and regulatory capital standards. The Company and Bank proactively monitor their regulatory capital and risk-weighted assets, and the impact of changes to their asset mix, and the impact of proposed and pending changes as a result of new and/or amended GAAP standards and regulatory changes.

NOTE 13 – OTHER COMPREHENSIVE INCOME (LOSS)

The following tables present a reconciliation of the changes in the components of other comprehensive income and loss for the periods indicated, including the amount of tax (expense) benefit allocated to each component:


	For the Three Months Ended
	March 31, 2025						March 31, 2024
(In thousands)	Pre-Tax Amount		Tax (Expense) Benefit		After-Tax Amount		Pre-Tax Amount		Tax (Expense) Benefit		After-Tax Amount
Debt Securities:
Change in fair value	$	17,239	$	( 3,975 )	$	13,264	$	( 6,557 )	$	1,409	$	( 5,148 )
Less: reclassification adjustment for amortization of securities transferred from AFS to HTM	( 1,524 )		386		( 1,138 )		( 1,528 )		328		( 1,200 )

Net change in fair value	18,763		( 4,361 )		14,402		( 5,029 )		1,081		( 3,948 )
Cash Flow Hedges:
Change in fair value	( 1,861 )		424		( 1,437 )		3,142		( 675 )		2,467
Less: reclassified AOCI gain into interest expense (1)	736		( 168 )		568		905		( 194 )		711
Less: reclassified AOCI (loss) gain into interest income (2)	—		—		—		( 936 )		201		( 735 )
Net change in fair value	( 2,597 )		592		( 2,005 )		3,173		( 682 )		2,491
Postretirement Plans:



Amortization of settlement recognition of net loss and prior service credit (3)	( 8 )		2		( 6 )		( 8 )		2		( 6 )
Other comprehensive gain (loss)	$	16,158	$	( 3,767 )	$	12,391	$	( 1,864 )	$	401	$	( 1,463 )

(1) Reclassified into interest on deposits, borrowings and/or junior subordinated debentures on the consolidated statements of income. Refer to Note 10 of the consolidated financial statements for further details.

(2) Reclassified into interest and fees on loans on the consolidated statements of income. Refer to Note 10 of the consolidated financial statements for further details.

(3) Reclassified into other expenses on the consolidated statements of income. Refer to Note 15 of the consolidated financial statements for further details.

The following table presents the changes in each component of AOCI, after tax, for the periods indicated:


(In thousands)	Net Unrealized Gains (Losses) on Debt Securities (1)		Net Unrealized Gains (Losses) on Cash Flow Hedges (1)		Defined Benefit Postretirement Plans (1)		AOCI (1)

Balance at December 31, 2024	$	( 104,015 )	$	8,958	$	411	$	( 94,646 )
Other comprehensive income (loss) before reclassifications	13,264		( 1,437 )		—		11,827
Less: Amounts reclassified from AOCI	( 1,138 )		568		6		( 564 )
Other comprehensive income (loss)	14,402		( 2,005 )		( 6 )		12,391
Balance at March 31, 2025	$	( 89,613 )	$	6,953	$	405	$	( 82,255 )







Balance at December 31, 2023	$	( 107,409 )	$	6,096	$	( 239 )	$	( 101,552 )
Other comprehensive (loss) income before reclassifications	( 5,148 )		2,467		—		( 2,681 )
Less: Amounts reclassified from AOCI	( 1,200 )		( 24 )		6		( 1,218 )
Other comprehensive (loss) income	( 3,948 )		2,491		( 6 )		( 1,463 )
Balance at March 31, 2024	$	( 111,357 )	$	8,587	$	( 245 )	$	( 103,015 )

(1) All amounts are net of tax.

NOTE 14 – REVENUE FROM CONTRACTS WITH CUSTOMERS

A portion of the Company's non-interest income is derived from contracts with customers, and, as such, the revenue recognized depicts the transfer of promised goods or services to its customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company considers the terms of the contract and all relevant facts and circumstances when applying this guidance.

The Company has disaggregated its revenue from contracts with customers into categories based on the nature of the revenue. The categorization of revenues from contracts with customers that are within the scope of ASC 606 closely aligns with the presentation of revenue categories presented within non-interest income on the consolidated statements of income. The following table presents the revenue streams within the scope of ASC 606 for the periods indicated:


	Location on Consolidated Statements of Income	Three Months Ended March 31,
(In thousands)		2025		2024
Debit card interchange income	Debit card income	$	3,233	$	2,866
Services charges on deposit accounts	Service charges on deposit accounts	2,318		2,027
Fiduciary services income	Income from fiduciary services	1,838		1,749
Investment program income	Brokerage and insurance commissions	1,697		1,239
Other non-interest income	Other income	433		428
Total non-interest income within the scope of ASC 606		9,519		8,309
Total non-interest income not in scope of ASC 606		1,677		2,013
Total non-interest income		$	11,196	$	10,322

In each of the revenue streams identified above, there were no significant judgments made in determining or allocating the transaction price, as the consideration and services are generally explicitly identified in the associated contracts.

NOTE 15 – EMPLOYEE BENEFIT PLANS

The Company sponsors unfunded, non-qualified SERPs for certain former officers of the Company, The components of net periodic pension were as follows for the following periods:


	Location on Consolidated Statements of Income	Three Months Ended March 31,
(In thousands)		2025		2024

Interest cost	Other expenses	$	229	$	181

Total		$	229	$	181

The Company provides certain medical and life insurance benefits to eligible current and former employees. The components of postretirement benefit costs were as follows for the following periods:


	Location on Consolidated Statements of Income	Three Months Ended March 31,
(In thousands)		2025		2024
Service cost	Salaries and employee benefits	$	2	$	2
Interest cost	Other expenses	41		38
Recognized net actuarial gain	Other expenses	( 2 )		( 1 )
Amortization of prior service credit	Other expenses	( 6 )		( 6 )
Total		$	35	$	33

NOTE 16 – EPS

The following is an analysis of basic and diluted EPS, reflecting the application of the two-class method, as described below:


	Three Months Ended March 31,
(In thousands, except number of shares and per share data)	2025		2024
Net income	$	7,326	$	13,272
Dividends and undistributed earnings allocated to participating securities (1)	—		( 11 )
Net income available to common shareholders	$	7,326	$	13,261
Weighted-average common shares outstanding for basic EPS (2)	16,844,827		14,572,051
Dilutive effect of stock-based awards (3)	84,988		53,720
Weighted-average common and potential common shares for diluted EPS (2)	16,929,815		14,625,771

Earnings per common share:
Basic EPS	$	0.43	$	0.91
Diluted EPS	$	0.43	$	0.91

Awards excluded from the calculation of diluted EPS (4)	—		—

(1) Represents dividends paid and undistributed earnings allocated to non-vested stock-based awards that contain non-forfeitable rights to dividends.

(2) The Company issued 2,283,782 shares of common stock as consideration for the acquisition of Northway on January 2, 2025. Refer to Note 3 of the consolidated financial statements for further details.

(3) Represents the assumed dilutive effect of restricted shares, restricted share units and contingently issuable performance-based awards utilizing the treasury stock method.

(4) Represents stock-based awards not included in the computation of potential common shares for purposes of calculating diluted EPS as the exercise prices were greater than the average market price of the Company's common stock, and, therefore, are considered anti-dilutive.

Non-vested stock-based payment awards that contain non-forfeitable rights to dividends are participating securities and are

included in the computation of EPS pursuant to the two-class method. The two-class method is an earnings allocation formula that determines EPS for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. Certain of the Company’s non-vested stock-based awards qualify as participating securities.

Net income is allocated between the common stock and participating securities pursuant to the two-class method. Basic EPS is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period, excluding participating non-vested stock-based awards. Diluted EPS is computed in a similar manner, except that the denominator includes the number of additional common shares that would have been outstanding if potentially dilutive common shares were issued using the treasury stock method.

NOTE 17 – FAIR VALUE MEASUREMENT AND DISCLOSURE

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined using quoted market prices. However, in many instances, quoted market prices are not available. In such instances, fair values are determined using various valuation techniques. Various assumptions and observable inputs must be relied upon in applying these techniques. GAAP establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.

GAAP permits an entity to choose to measure eligible financial instruments and other items at fair value. The Company has elected the fair value option for its loans held for sale. Electing the fair value option for loans held for sale enables the Company’s financial position to align more clearly with the economic value of the actively traded asset.

The fair value hierarchy for valuation of an asset or liability is as follows:

Level 1 : Valuation is based upon unadjusted quoted prices in active markets for identical assets and liabilities that the entity has the ability to access as of the measurement date.

Level 2 : Valuation is determined from quoted prices for similar assets or liabilities in active markets, from quoted prices for identical or similar instruments in markets that are not active or by model-based techniques in which all significant inputs are observable in the market.

Level 3 : Valuation is derived from model-based and other techniques in which at least one significant input is unobservable and which may be based on the Company’s own estimates about the assumptions that market participants would use to value the asset or liability.

In general, fair value is based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon model-based techniques incorporating various assumptions including, but not limited to, interest rates, prepayment speeds and credit losses. Assets and liabilities valued using model-based techniques are classified as either Level 2 or Level 3, depending on the lowest level classification of an input that is considered significant to the overall valuation. A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below.

Financial Instruments Recorded at Fair Value on a Recurring Basis

Trading Securities and Deferred Compensation : The fair value of trading securities and deferred compensation is reported using market quoted prices and has been classified as Level 1 as such securities and underlying securities are actively traded and no valuation adjustments have been applied.

Debt Securitie s : The fair value of investments in debt securities is reported utilizing prices provided by an independent pricing service based on recent trading activity and other observable information including, but not limited to, dealer quotes, market spreads, cash flows, market interest rate curves, market consensus prepayment speeds, credit information, and the bond’s terms and conditions. The fair value of debt securities is classified as Level 2.

Loans Held For Sale : The fair value of loans held for sale is determined on an individual loan basis using quoted secondary market prices and is classified as Level 2.

Derivatives : The fair value of interest rate swaps is determined using inputs that are observable in the marketplace obtained from third parties including yield curves, publicly available volatilities, and floating indexes and, accordingly, are classified as Level 2 inputs. The credit value adjustments associated with derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default. As of March 31, 2025 and December 31, 2024, the credit valuation adjustment on the overall valuation of its derivative positions was not significant to the overall valuation of its derivatives, and, thus, the Company's interest rate swaps were classified as Level 2.

The fair value of the Company's fixed rate interest rate lock commitments were determined using secondary market pricing for loans with similar structures, including term, rate and borrower credit quality, adjusted for the Company's pull-through rate estimate (i.e. estimate of loans within its loan pipeline that will ultimately complete the origination process and be funded). The Company has classified its fixed rate interest rate lock commitments as Level 2, as the quoted secondary market prices are the more significant input, and, although the Company's internal pull-through rate estimate is a Level 3 estimate, it is less significant to the ultimate valuation.

The fair value of the Company's forward delivery commitments is determined using secondary market pricing for loans with similar structures, including term, rate and borrower credit quality, and the locked and agreed to price with the secondary market investor. The Company has classified its fixed rate interest rate lock commitments as Level 2.

The following table summarizes financial assets and financial liabilities measured at fair value on a recurring basis, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value, for the dates indicated:


(In thousands)	Fair Value		Readily Available Market Prices (Level 1)		Observable Market Data (Level 2)		Company Determined Fair Value (Level 3)
March 31, 2025
Financial assets:
Trading securities	$	4,860	$	4,860	$	—	$	—
AFS debt securities:

Obligations of states and political subdivisions	5,314		—		5,314		—
MBS issued or guaranteed by U.S. government-sponsored enterprises	633,192		—		633,192		—
CMO issued or guaranteed by U.S. government-sponsored enterprises	181,383		—		181,383		—
Subordinated corporate bonds	16,241		—		16,241		—
Loans held for sale	11,059		—		11,059		—
Customer loan swaps	12,890		—		12,890		—
Interest rate contracts	10,127		—		10,127		—

Fixed rate mortgage interest rate lock commitments	84		—		84		—
Forward delivery commitments	148		—		148		—
Financial liabilities:
Deferred compensation	$	4,860	$	4,860	$	—	$	—

Customer loan swaps	12,923		—		12,923		—

Interest rate contracts	1,120		—		1,120		—
Fixed rate mortgage interest rate lock commitments	52		—		52		—
Forward delivery commitments	30		—		30		—
December 31, 2024
Financial assets:
Trading securities	$	5,243	$	5,243	$	—	$	—
AFS debt securities:

Obligations of states and political subdivisions	5,289		—		5,289		—
MBS issued or guaranteed by U.S. government-sponsored enterprises	424,956		—		424,956		—
CMO issued or guaranteed by U.S. government-sponsored enterprises	147,479		—		147,479		—
Subordinated corporate bonds	16,025		—		16,025		—
Loans held for sale	11,049		—		11,049		—
Customer loan swaps	11,717		—		11,717		—
Interest rate contracts	14,040		—		14,040		—


Fixed rate mortgage interest rate lock commitments	65		—		65		—
Forward delivery commitments	203		—		203		—
Financial liabilities:
Deferred compensation	$	5,243	$	5,243	$	—	$	—
Customer loan swaps	11,787		—		11,787		—
Interest rate contracts	232		—		232		—


Fixed rate mortgage interest rate lock commitments	55		—		55		—
Forward delivery commitments	4		—		4		—

The Company did not have any transfers between Level 1 and Level 2 of the fair value hierarchy during the three months ended March 31, 2025. The Company’s policy for determining transfers between levels occurs at the end of the reporting period when circumstances in the underlying valuation criteria change and result in transfer between levels.

Financial Instruments Recorded at Fair Value on a Nonrecurring Basis

The Company may be required, from time to time, to measure certain financial assets and financial liabilities at fair value on a nonrecurring basis in accordance with GAAP, which may consist of collateral-dependent loans and servicing assets. These include assets that are measured at the lower of cost or market value that were recognized at fair value below cost at the end of the period.

Collateral-Dependent Loans : Expected credit losses on individually assessed loans deemed to be collateral dependent are valued based upon the lower of amortized cost or fair value of the underlying collateral less costs to sell. Management estimates the fair values of these assets using Level 2 inputs, such as the fair value of collateral based on independent third-party market approach appraisals for collateral-dependent loans, and Level 3 inputs where circumstances warrant an adjustment to the appraised value based on the age of the appraisal and/or comparable sales, condition of the collateral, and market conditions.

Servicing Assets : The Company accounts for mortgage servicing assets at cost, subject to impairment testing. When the carrying value of a tranche exceeds fair value, a valuation allowance is established to reduce the carrying cost to fair value. Fair value is based on a valuation model that calculates the present value of estimated net servicing income. The Company obtains a third-party valuation based upon loan level data including note rate, type and term of the underlying loans. The model utilizes two significant unobservable inputs, namely loan prepayment assumptions and the discount rate used, to calculate the fair value of each tranche, and, as such, the Company has classified the model within Level 3 of the fair value hierarchy.

Non-Financial Instruments Recorded at Fair Value on a Non-Recurring Basis

Non-financial assets measured at fair value on a nonrecurring basis may consist of OREO, goodwill and core deposit intangible assets. As of March 31, 2025 and December 31, 2024, the Company did not have any material, non-financial instruments measured and reported at fair value.

OREO : OREO properties acquired through foreclosure or deed in lieu of foreclosure are recorded at net realizable value, which is the fair value of the real estate, less estimated costs to sell. Any write-down of the recorded investment in the related loan is charged to the ACL upon transfer to OREO. Upon acquisition of a property, a current appraisal is used, or an internal valuation is prepared to substantiate fair value of the property. After foreclosure, management periodically, but at least annually, obtains updated valuations of the OREO properties and, if additional impairments are deemed necessary, the subsequent write-downs for declines in value are recorded through a valuation allowance and a provision for credit losses charged to other non-interest expense within the consolidated statements of income. As management considers appropriate, adjustments are made to the appraisal obtained for the OREO property to account for recent sales activity of comparable properties, changes in the condition of the property, and changes in market conditions. These adjustments are not observable in an active market and are classified as Level 3. The Company had no material OREO properties as of March 31, 2025 and December 31, 2024.

Goodwill : Goodwill represents the excess cost of an acquisition over the fair value of the net assets acquired. The fair value of goodwill is estimated by utilizing several standard valuation techniques, including discounted cash flow analyses, bank merger multiples, and/or an estimation of the impact of business conditions and investor activities on the long-term value of the goodwill. Should an impairment occur, the associated goodwill is written-down to fair value and the impairment charge is recorded within non-interest expense in the consolidated statements of income. The Company conducts an annual impairment test of goodwill in the fourth quarter each year, or more frequently as necessary. There have been no indications or triggering events during the three months ended March 31, 2025, for which management believes it is more likely than not that goodwill is impaired.

Core Deposit Intangible Assets : The Company's core deposit intangible assets represent the estimated value of acquired customer relationships and are amortized over the estimated life of those relationships. Core deposit intangibles are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. There were no events or changes in circumstances for the three months ended March 31, 2025, that indicated the carrying amount may not be recoverable.

The table below highlights financial and non-financial assets measured and reported at fair value on a non-recurring basis for the dates indicated:


(In thousands)	Fair Value		Readily Available Market Prices (Level 1)		Observable Market Data (Level 2)		Company Determined Fair Value (Level 3)
March 31, 2025
Financial assets:
Collateral-dependent loans	$	4,163	$	—	$	—	$	4,163


December 31, 2024


Financial assets:
Collateral-dependent loans	$	4,363	$	—	$	—	$	4,363

The following table presents the valuation methodology and unobservable inputs for Level 3 assets measured at fair value on a non-recurring basis for the dates indicated:

(Dollars in thousands)

Fair Value

Valuation Methodology

Unobservable input

Discount

March 31, 2025

Collateral-dependent loans:

Specifically reserved

4,163

Market approach appraisal of collateral

Estimated selling costs

6 %

December 31, 2024

Collateral-dependent loans:

Specifically reserved

4,363

Market approach appraisal of collateral

Estimated selling costs

15 %

The estimated fair values and related carrying amounts for assets and liabilities for which fair value is only disclosed are shown below as of the dates indicated:


(In thousands)	Carrying Amount		Fair Value		Readily Available Market Prices (Level 1)		Observable Market Prices (Level 2)		Company Determined Market Prices (Level 3)
March 31, 2025
Financial assets:
HTM debt securities	$	516,682	$	478,172	$	—	$	478,172	$	—
Commercial real estate loans (1)(2)	2,043,954		1,950,877		—		—		1,950,877
Commercial loans (2)	481,274		465,804		—		—		465,804
Residential real estate loans (2)	2,014,190		1,692,477		—		—		1,692,477
Home equity loans (2)	280,075		273,993		—		—		273,993
Consumer loans (2)	18,870		17,034		—		—		17,034
Bank-owned life insurance (3)	109,340		109,340		—		109,340		—
Servicing assets	2,994		5,046		—		—		5,046
Financial liabilities:
Time deposits	$	778,873	$	774,576	$	—	$	774,576	$	—
Short-term borrowings	567,436		566,987		—		566,987		—

Junior subordinated debentures	61,290		48,758		—		48,758		—
December 31, 2024
Financial assets:
HTM debt securities	$	517,778	$	470,824	$	—	$	470,824	$	—
Commercial real estate loans (1)(2)	1,694,586		1,569,165		—		—		1,569,165
Commercial loans (2)	376,929		365,556		—		—		365,556
Residential real estate loans (2)	1,742,270		1,494,961		—		—		1,494,961
Home equity loans (2)	250,854		241,992		—		—		241,992
Consumer loans (2)	14,892		13,926		—		—		13,926
Bank-owned life insurance (3)	104,308		104,308				104,308		—
Servicing assets	2,119		4,328		—		—		4,328
Financial liabilities:
Time deposits	$	607,245	$	603,469	$	—	$	603,469	$	—
Short-term borrowings	500,621		500,292		—		500,292		—

Junior subordinated debentures	44,331		34,357		—		34,357		—

(1) Commercial real estate loan includes non-owner-occupied and owner-occupied properties.

(2) The presented carrying amount is net of the allocated ACL on loans.

(3) Represents a cash surrender life insurance policy recorded at the amount realized upon surrender of the policy, as a result the carrying amount approximates fair value.

Excluded from the summary were financial instruments measured at fair value on a recurring and nonrecurring basis, as previously described.

The Company considers its financial instruments' current use to be the highest and best use of the instruments.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

The discussions set forth below and in the documents we incorporate by reference herein contain certain statements that may be considered forward-looking statements under the Private Securities Litigation Reform Act of 1995, as amended, including certain plans, exceptions, goals, projections, and statements, which are subject to numerous risks, assumptions, and uncertainties. Forward-looking statements can be identified by the use of the words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “assume,” “plan,” “target,” “potential” or “goal” or future or conditional verbs such as “will,” “may,” “might,” “should,” “could” and other expressions which predict or indicate future events or trends and which do not relate to historical matters. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult for the Company to predict. The actual results, performance or achievements of the Company may differ materially from what is reflected in such forward-looking statements.

Forward-looking statements should not be relied on, because they involve known and unknown risks, uncertainties and other factors, some of which are beyond the control of the Company. These risks, uncertainties and other factors may cause the actual results, performance or achievements of the Company to be materially different from the anticipated future results, performance or achievements expressed or implied by the forward-looking statements.

The following factors, among others, could cause the Company’s financial performance to differ materially from the Company’s goals, plans, objectives, intentions, expectations and other forward-looking statements:

• weakness in the United States economy in general and the regional and local economies within the Northern New England region, which could result in a deterioration of credit quality, an increase in the allowance for credit losses or a reduced demand for the Company’s credit or fee-based products and services;

• changes in trade, monetary, and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System or the imposition of tariffs or retaliatory tariffs;

• inflation, interest rate, market, and monetary fluctuations;

• ongoing competition in the labor markets and increased employee turnover;

• the adequacy of succession planning for key executives or other personnel, and the Company’s ability to transition effectively to new members of the senior executive team;

• competitive pressures, including continued industry consolidation and the increased financial services provided by non-banks;

• deterioration in the value of the Company's investment securities;

• commercial real estate vacancies and their impact on the ability of borrowers to repay their loans;

• volatility in the securities markets that could adversely affect the value or credit quality of the Company’s assets, impairment of goodwill, or the availability and terms of funding necessary to meet the Company’s liquidity needs;

• changes in information technology and other operational risks, including cybersecurity, that require increased capital spending;

• changes in consumer spending and savings habits;

• changes in tax, banking, securities and insurance laws and regulations;

• the outcome of pending and future litigation and governmental proceedings, including tax-related examinations and other matters;

• changes in accounting policies, practices and standards, as may be adopted by the regulatory agencies as well as the Financial Accounting Standards Board ("FASB"), and other accounting standard setters;

• the effects of climate change on the Company and its customers, borrowers or service providers;

• the effects of civil unrest, international hostilities, including the war in Ukraine and conflict in the Middle East, or other geopolitical events;

• the effects of epidemics and pandemics;

• turmoil and volatility in the financial services industry, including failures or rumors of failures of other depository institutions, which could affect the ability of depository institutions, including Camden National Bank, 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;

• increases in deposit insurance assessments due to bank failures;

• changes to regulatory capital requirements in response to recent developments affecting the banking sector; and

• questions about the soundness of one or more financial institutions with which the Company does business.

In addition, statements regarding the potential effects of notable national 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, possibly 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.

Statements relating to the Company’s recent acquisition of Northway may also be forward-looking statements. Factors that could cause actual result to differ materially from the forward-looking statements include:

• the reaction to the transaction of the companies’ customers, employees and counterparties;

• customer disintermediation;

• expected synergies, cost savings and other financial benefits of the proposed transaction might not be realized within the expected timeframes or might be less than projected; and

• credit and interest rate risks associated with Camden's and Northway's respective businesses, customers, borrowings, repayment, investment and deposit practices.

You should carefully review all of these factors, and be aware that there may be other factors that could cause differences, including the risk factors listed in our Annual Report on Form 10-K for the year ended December 31, 2024, as updated by the Company's quarterly reports on Form 10-Q, including this report, and other filings with the Securities and Exchange Commission. Readers should carefully review the risk factors described therein and should not place undue reliance on our forward-looking statements.

These forward-looking statements were based on information, plans and estimates at the date of this report, and we undertake no obligation to update any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes, except to the extent required by applicable law or regulation.

NON-GAAP FINANCIAL MEASURES AND RECONCILIATION TO GAAP

In addition to evaluating the Company’s results of operations in accordance with GAAP, management supplements this evaluation with an analysis of certain non-GAAP financial measures such as: adjusted net income; adjusted diluted earnings per share; adjusted return on average assets; adjusted return on average equity; pre-tax, pre-provision income; return on average tangible equity and adjusted return on average tangible equity; the efficiency and tangible common equity ratios; net interest income and core net interest margin (both on a fully-taxable equivalent basis); tangible book value per share; core deposits and average core deposits. We utilize these non-GAAP financial measures for purposes of measuring performance against the Company's peer group and other financial institutions, as well as for analyzing its internal performance. The Company also believes these non-GAAP financial measures help investors better understand the Company's operating performance and trends and allows for better performance comparisons to other banks. In addition, these non-GAAP financial measures remove the impact of unusual items that may obscure trends in the Company’s underlying performance. These disclosures should not be viewed as a substitute for GAAP operating results, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other financial institutions.

Adjusted Net Income; Adjusted Diluted Earnings per Share; Adjusted Return on Average Assets; and Adjusted Return on Average Equity. The following table provides a reconciliation of net income, diluted EPS, return on average assets and return on average equity to adjusted net income, adjusted diluted EPS, adjusted return on average assets and adjusted return on average equity. Certain non-recurring transactions have been excluded to calculate adjusted net income, adjusted diluted EPS, adjusted return on average assets and adjusted return on average equity. We believe the following adjusted financial information and metrics assist users of our financial statements with their financial analysis period-over-period as it adjusts for certain non-recurring items.


	For the Three Months Ended
(In thousands, except number of shares, per share data and ratios)	March 31, 2025		March 31, 2024
Adjusted Net Income:
Net income, as presented	$	7,326	$	13,272
Adjustments before taxes:
Provision for non-PCD acquired loans	6,294		—
Provision for acquired unfunded commitments	249		—
Merger and acquisition costs	7,525		—
Signature Bank bond recovery	—		(910)
Total adjustments before taxes	14,068		(910)
Tax impact of above adjustments (1)	(2,926)		191
Adjustment for deferred tax valuation adjustment (2)	(2,421)		—
Adjusted net income	$	16,047	$	12,553

Adjusted Diluted Earnings per Share:
Diluted earnings per share, as presented	$	0.43	$	0.91
Adjustments before taxes:
Provision for non-PCD acquired loans	0.37		—
Provision for acquired unfunded commitments	0.01		—
Merger and acquisition costs	0.45		—
Signature Bank bond recovery	—		(0.06)
Total adjustments before taxes	0.83		(0.06)
Tax impact of above adjustments (1)	(0.17)		0.01
Adjustment for deferred tax valuation adjustment (2)	(0.14)		—
Adjusted diluted earnings per share	$	0.95	$	0.86


	For the Three Months Ended
(In thousands, except number of shares, per share data and ratios)	March 31, 2025		March 31, 2024
Adjusted Return on Average Assets:
Return on average assets, as presented	0.43	%	0.93	%
Adjustments before taxes:
Provision for non-PCD acquired loans	0.37	%	—	%
Provision for acquired unfunded commitments	0.01	%	—	%
Merger and acquisition costs	0.44	%	—	%
Signature Bank bond recovery	—	%	(0.06)	%
Total adjustments before taxes	0.82	%	(0.06)	%
Tax impact of above adjustments (1)	(0.17)	%	0.01	%
Adjustment for deferred tax valuation adjustment (2)	(0.14)	%	—	%
Adjusted return on average assets	0.94	%	0.88	%

Adjusted Return on Average Equity:
Return on average equity, as presented	4.75	%	10.77	%
Adjustments before taxes:
Provision for non-PCD acquired loans	4.08	%	—	%
Provision for acquired unfunded commitments	0.16	%	—	%
Merger and acquisition costs	4.88	%	—	%
Signature Bank bond recovery	—	%	(0.74)	%
Total adjustments before taxes	9.12	%	(0.74)	%
Tax impact of above adjustments (1)	(1.90)	%	0.16	%
Adjustment for deferred tax valuation adjustment (2)	(1.57)	%	—	%
Adjusted return on average equity	10.40	%	10.19	%

( 1) Assumed a 21% tax rate.

(2) A one-time deferred tax valuation adjustment of $2.4 million resulted from a change in the apportionment of state income taxes due to the Northway merger.

Pre-Tax, Pre-Provision Income and adjusted pre-tax, pre-provision income. Pre-tax, pre-provision income is a supplemental measure of operating earnings and performance. Pre-tax, pre-provision income is calculated as net income before provision for credit losses and income tax (benefit) expense. This supplemental measure has become more widely used by financial institutions as a measure of financial performance for comparability across financial institutions. Adjusted pre-tax, pre-provision income is a supplemental measure with certain non-recurring expenses excluded. We believe the following adjusted financial information and metrics assist users of our financial statements with their financial analysis period-over-period as it adjusts for certain non-recurring items.


	Three Months Ended March 31,
(Dollars in thousands)	2025		2024
Net income, as presented	$	7,326	$	13,272
Adjustment for provision (credit) for credit losses	9,429		(2,102)
Adjustment for income tax (benefit) expense	(1,152)		3,063
Pre-tax, pre-provision income	$	15,603	$	14,233
Adjustment for merger and acquisition costs	7,525		—
Adjusted pre-tax, pre-provision income	$	23,128	$	14,233

Efficiency Ratio . The efficiency ratio represents an approximate measure of the cost required for the Company to generate a dollar of revenue. This is a common measure within the financial services industry and is a key ratio for evaluating Company performance. The efficiency ratio is calculated as the ratio of (i) total non-interest expense, adjusted for certain operating expenses, as necessary, to (ii) net interest income on a tax equivalent basis plus total non-interest income, adjusted for certain other income items, as necessary.


	Three Months Ended March 31,
(Dollars in thousands)	2025			2024
Non-interest expense, as presented	$	44,451		$	27,362
Adjustment for merger and acquisition costs	(7,525)			—
Adjustment for amortization of core deposit intangible assets	$	(1,473)		$	(139)
Adjusted non-interest expense	$	35,453		$	27,223
Net interest income, as presented	$	48,858		$	31,273
Adjustment for the effect of tax-exempt income (1)	326			150
Non-interest income, as presented	11,196			10,322



Adjusted net interest income plus non-interest income	$	60,380		$	41,745
GAAP efficiency ratio	74.02		%	65.78		%
Non-GAAP efficiency ratio	58.72		%	65.21		%

(1) Assumed a 21% tax rate.

Return on Average Tangible Equity: Return on average tangible equity is the ratio of (i) net income, adjusted for (a) amortization of core deposit intangible assets and the tax impact of the adjustment and (b) goodwill impairment, as necessary, to (ii) average shareholders' equity, adjusted for average goodwill and core deposit intangible assets. This adjusted financial ratio reflects a shareholder's return on tangible capital deployed in our business and is a common measure within the financial services industry.

Adjusted Return on Average Tangible Equity: Adjusted return on average tangible equity is the ratio of (i) core net income (as defined in the table above) adjusted for (a) amortization of core deposit intangible assets and the tax impact of the adjustment and (b) goodwill impairment, as necessary, to (ii) average shareholders' equity, adjusted for average goodwill and core deposit intangible assets.


	Three Months Ended March 31,
(Dollars in thousands)	2025			2024
Return on Average Tangible Equity:
Net income, as presented	$	7,326		$	13,272
Adjustment for amortization of core deposit intangible assets	1,473			139
Tax impact of above adjustment (1)	(309)			(29)
Net income, adjusted for amortization of core deposit intangible assets	$	8,490		$	13,382
Average equity, as presented	$	625,789		$	495,513
Adjustment for average goodwill and core deposit intangible assets	(200,125)			(95,604)
Average tangible equity	$	425,664		$	399,909
Return on average equity	4.75		%	10.77		%
Return on average tangible equity	8.09		%	13.46		%
Adjusted Return on Average Tangible Equity:
Adjusted net income (see "Adjusted Net Income" table above)	$	16,047		$	12,553
Adjustment for amortization of core deposit intangible assets	1,473			139
Tax impact of above adjustment (1)	(309)			(29)
Adjusted net income, adjusted for amortization of core deposit intangible assets	$	17,211		$	12,663
Adjusted return on average tangible equity	16.40		%	12.74		%

(1) Assumed a 21% tax rate.

Tangible Book Value per Share . Tangible book value per share is the ratio of (i) shareholders’ equity less goodwill and other intangibles to (ii) total common shares outstanding at period end. Tangible book value per share is a common measure within the financial services industry to assess the value of a company, as it removes goodwill and other intangible assets generated within purchase accounting upon a business combination.

Tangible Common Equity Ratio. Tangible common equity is the ratio of (i) shareholders’ equity less goodwill and other intangible assets to (ii) total assets less goodwill and other intangible assets. This ratio is a measure used within the financial services industry to assess a company's capital adequacy.


(Dollars in thousands, except number of shares, per share data and ratios)	March 31, 2025			December 31, 2024
Tangible Book Value Per Share:
Shareholders’ equity, as presented	$	640,054		$	531,231
Adjustment for goodwill and core deposit intangible assets	(200,770)			(95,112)
Tangible shareholders’ equity	$	439,284		$	436,119
Shares outstanding at period end	16,885,571			14,579,339
Book value per share	$	37.91		$	36.44
Tangible book value per share	$	26.02		$	29.91
Tangible Common Equity Ratio:
Total assets	$	6,964,785		$	5,805,138
Adjustment for goodwill and core deposit intangible assets	(200,770)			(95,112)
Tangible assets	$	6,764,015		$	5,710,026
Common equity ratio	9.19		%	9.15		%
Tangible common equity ratio	6.49		%	7.64		%

Core Deposits. Core deposits are used by management to measure the portion of the Company's total deposits that management believes to be more stable and at a lower interest rate cost. The Company calculates core deposits as total deposits (as reported on the consolidated statements of condition) less certificates of deposit and brokered deposits. Management believes core deposits is a useful measure to assess the Company's deposit base, including its potential volatility.


(Dollars in thousands)	March 31, 2025		December 31, 2024
Total deposits	$	5,597,478	$	4,633.167
Adjustment for certificates of deposit	(703,873)		(532.424)
Adjustment for brokered deposits	(217,681)		(179.994)
Core deposits	$	4,675,924	$	3,920.749

Average Core Deposits. Average core deposits are used by management to measure the portion of the Company's total deposits that management believes to be more stable and at a lower interest rate cost. The Company calculates average core deposits as total average deposits (excluding average brokered deposits, as disclosed on the Average Balance, Interest and Yield/Rate Analysis tables) less average certificates of deposit. Management believes core deposits is a useful measure to assess the Company's deposit base, including its potential volatility.


	Three Months Ended March 31,
(Dollars in thousands)	2025		2024
Total average deposits, as presented (1)	$	5,330,745	$	4,370,688
Adjustment average certificates of deposit	(706,851)		(582,806)
Average core deposits	$	4,623,894	$	3,787,882

(1) Brokered deposits are excluded from total average deposits, as presented on the Average Balance, Interest and Yield/Rate analysis table.

Core Net Interest Margin (fully-taxable equivalent). The following table provides a reconciliation of net interest margin (fully-taxable equivalent) to core net interest margin (fully-taxable equivalent). Certain non-recurring transactions have been excluded to calculate core net interest margin (fully-taxable equivalent). We believe the following adjusted financial information and metrics assist users of our financial statements with their financial analysis period-over-period as it adjusts for certain non-recurring items.


Core Net Interest Margin (fully-taxable equivalent):
	Three Months Ended March 31,
(Dollars in thousands)	2025		2024
Net interest margin (fully-taxable equivalent), as presented	3.04	%	2.30	%
Net accretion income on loans from purchase accounting (1)	(0.30)	%	—
Net accretion income on investments from purchase accounting (2)	(0.07)	%	—
Net amortization on time deposits and borrowings from purchase accounting (3)	0.01	%	—
Core net interest margin (fully-taxable equivalent)	2.68	%	2.30	%

(1) Impact from loan fair value mark accretion of $4.3 million.

(2) Impact from investment fair value accretion of $831,000.

(3) Impact from time deposits and borrowings amortization of $131,000.

CRITICAL ACCOUNTING ESTIMATES

Critical accounting estimates are defined as those that are reflective of significant judgments and uncertainties, and could potentially result in materially different results under different assumptions and conditions. In preparing the Company’s consolidated financial statements, management is required to make significant estimates and assumptions that affect assets, liabilities, revenues, and expenses reported. Actual results could differ materially from our current estimates as a result of changing conditions and future events. Estimates particularly critical and susceptible to significant near-term change, include (i) the ACL on loans and (ii) accounting for acquisitions and the subsequent review of goodwill and intangible assets generated in an acquisition for impairment.

There have been no material changes to the Company's critical accounting policies from those disclosed within its Annual Report on Form 10-K for the year ended December 31, 2024. Refer to the Company's Annual Report on Form 10-K for the year ended December 31, 2024, for discussion of the Company's critical accounting policies.

Refer to Note 2 of the consolidated financial statements for discussion of accounting pronouncements issued but yet to be adopted and implemented.

GENERAL OVERVIEW

Camden National Corporation (hereafter referred to as “we,” “our,” “us,” or the “Company”) is a publicly-held bank holding company, with $7.0 billion in assets as of March 31, 2025, incorporated under the laws of the State of Maine and headquartered in Camden, Maine. Camden National Bank (the "Bank"), a wholly-owned subsidiary of the Company, was founded in 1875. The Company was founded in 1984, went public in 1997 and is registered with NASDAQ Global Market (“NASDAQ”) under the ticker symbol "CAC."

The primary business of the Company and the Bank is to attract deposits from, and to extend loans to, consumer, institutional, municipal, non-profit and commercial customers. The Company, through the Bank, provides a broad array of banking and other financial services, including wealth management and trust services, brokerage, investment advisory and insurance services, to consumer, business, non-profit and municipal customers.

The Company operates throughout Maine, with its primary markets and presence being throughout coastal and central Maine and New Hampshire. The Company and the Bank generally have effectively competed with other financial institutions by emphasizing customer service, highlighted by local decision-making, establishing long-term customer relationships, building customer loyalty and providing products and services designed to meet the needs of customers.

EXECUTIVE OVERVIEW

On January 2, 2025, the Company completed its acquisition of Northway Financial, Inc. (“Northway”), the bank holding company of Northway Bank. In mid-March 2025, we successfully completed full information systems and branch integration of the two franchises into Camden National Bank. With the completion of the acquisition, we increased our presence in New Hampshire significantly with the addition of 17 branches and over 100 new employees. As of March 31, 2025, the Company has 73 branches across Maine and New Hampshire and more than 700 employees. Our total assets also increased to $7.0 billion as of March 31, 2025.

The strategic merger of these two long-standing franchises in Northern New England provides significant benefit to our customers through expanded technology, infrastructure, products and services, and lending limits. For our shareholders, the merger provides for an increased presence in higher growth markets, greater access to future merger and acquisition opportunities through an expanded geography, increased scale through cost synergies, and the opportunity for future revenue synergies through product and service offerings.

For the majority of the first quarter of 2025 as we worked to integrate systems and branches, we operated Camden national Bank as two franchises that required separate information systems and technologies, employees, and branding. After the full information systems and branch integration was completed in mid-March, we began to execute on the achievement of cost synergies. Because of this, we anticipate cost synergies will begin to materialize in the second quarter of 2025. As previously disclosed, we anticipate to achieve 35% cost savings of Northway’s legacy franchise, of which we anticipate realizing 75% of those savings during 2025 and 100% thereafter.

Net income and diluted EPS for the three months ended March 31, 2025 was $7.3 million and $0.43, respectively,

decreases of 50% and 57%, respectively, compared to the same period in 2024. Our operating results for the first three months of 2025 were materially impacted by the acquisition of Northway as we (1) combined the financial results of the two companies, (2) incurred acquisition-related costs of $7.5 million (pre-tax), (3) revalued the Company’s legacy deferred tax assets to account for our new deferred tax rate as a combined entity that resulted in a one-time tax benefit of $2.4 million to net income, and (4) recorded a one-time provision expense of $6.5 million associated with the accounting for acquired non-PCD loans. Adjusting for certain one-time transactions associated with the acquisition, on a non-GAAP basis, we reported adjusted net income of $16.0 million and adjusted diluted EPS of $0.95, an increase of 28% and 10%, respectively, over the first quarter of 2024. Additional details on the acquisition and our accounting for the acquisition can be found in Note 3 of the consolidated financial statements.

We continue to anticipate additional acquisition-related costs will be incurred over the coming quarters. In total, we have incurred $10.8 million of acquisition-related costs through March 31, 2025, including those incurred by Northway prior to closing of the acquisition and we estimate we will remain at or under the total estimated spend we initially reported of $13.5 million.

The following table outlines key financial metrics for the periods indicated:


	As Of or For The Three Months Ended									% Change Mar 2025 vs. Dec 2024		% Change Mar 2025 vs. Mar 2024
(In thousands, except per share data and ratios)	March 31, 2025			December 31, 2024			March 31, 2024
Earnings and Profitability
Net income	$	7,326		$	14,666		$	13,272		(50)	%	(45)	%
Adjusted net income (non-GAAP)	$	16,047		$	15,086		$	12,553		6	%	28	%
Diluted EPS	$	0.43		$	1.00		$	0.91		(57)	%	(53)	%
Adjusted diluted EPS (non-GAAP)	$	0.95		$	1.03		$	0.86		(8)	%	10	%
Return on average assets	0.43		%	1.01		%	0.93		%	(0.58)	%	(0.50)	%
Adjusted return on average assets (non-GAAP)	0.94		%	1.04		%	0.88		%	(0.10)	%	0.06	%
Return on average equity	4.75		%	10.99		%	10.77		%	(6.24)	%	(6.02)	%
Adjusted return on average equity (non-GAAP)	10.40		%	11.30		%	10.19		%	(0.90)	%	0.21	%
Adjusted return on average tangible equity (non-GAAP)	16.40		%	13.88		%	12.74		%	2.52	%	3.66	%
Efficiency ratio (non-GAAP)	58.72		%	58.22		%	65.21		%	0.50	%	(6.49)	%
Balance Sheet and Liquidity
Loans	$	4,885,086		$	4,115,259		$	4,121,040		19	%	19	%
Deposits	$	5,597,478		$	4,633,167		$	4,551,524		21	%	23	%
Cash dividends declared per share	$	0.42		$	0.42		$	0.42		—	%	—	%
Uninsured and uncollateralized deposits to total deposits	14.11		%	16.42		%	14.80		%	(2.31)	%	(0.69)	%
Available liquidity sources to uninsured and uncollateralized deposits	231.31		%	210.61		%	207.86		%	20.70	%	23.45	%
Credit Quality and Capital
Non-performing assets to total assets	0.11		%	0.11		%	0.10		%	—	%	0.01	%
Loans 30-89 days past due to total loans	0.07		%	0.05		%	0.05		%	0.02	%	—	%
Allowance for credit losses on loans to total loans	0.96		%	0.87		%	0.86		%	0.09	%	0.10	%
Total risk-based capital ratio	13.13		%	15.11		%	14.52		%	(1.98)	%	(1.39)	%
Tangible common equity ratio (non-GAAP)	6.49		%	7.64		%	7.12		%	(1.15)	%	(0.63)	%

RESULTS OF OPERATIONS

Net Interest Income and Net Interest Margin

Net interest income is the interest earned on loans, securities, and other interest-earning assets, adjusted for net loan fees, origination costs, and accretion or amortization of fair value marks on loans, investments, time deposits and/or borrowings created in purchase accounting, less the interest paid on interest-bearing deposits and borrowings. Net interest income is our largest source of revenue ("revenue" is defined as the sum of net interest income and non-interest income). For the quarter ended March 31, 2025, net interest income was 81% of total revenues, compared to 75% for the same period in 2024. Net interest income is affected by factors including, but not limited to, changes in interest rates, loan and deposit pricing strategies and competitive conditions, loan prepayment speeds, the volume and mix of interest-earning assets and interest-bearing liabilities, and the level of non-performing assets.

Net Interest Income (Fully-Taxable Equivalent). Net interest income on a fully-taxable equivalent basis for the quarter ended March 31, 2025 was $49.2 million, an increase of $17.8 million, or 57%, compared to the first quarter of 2024. The increase between periods consisted of an increase in interest income on a fully-taxable equivalent basis of $18.4 million, or 30%, which was partially offset by an by a slight increase of a $627,000, or 2%, in interest expense.

• Average interest-earning assets totaled $6.4 billion for the first quarter of 2025, which was an increase of $1.0 billion, or 19%, compared to the first quarter of 2024. The increase between periods was largely due to the acquisition of Northway on January 2, 2025. Through the acquisition, we acquired (i) total loans, net of purchase accounting adjustments, of $772.6 million, (ii) total investments, net of purchase accounting adjustments of $230.0 million, and (iii) total cash of $48.3 million. Refer to Note 3 of the consolidated financial statements for further details. In the first quarter of 2025, we recognized net fair value mark accretion from our purchase accounting associated with the acquisition of Northway totaling $5.1 million within interest income, which was made up of $4.3 million of fair value mark accretion on loans and $831,000 of fair value mark accretion on investments. Additionally, between periods the Company’s interest-earning asset yield continued to improve organically and contributed to the increased net interest income as we continued to reinvest cash flows from lower yielding interest-earning assets into new loan originations and investments at higher interest rates.

• Average funding liabilities totaled $6.2 billion for the first quarter of 2025, which was an increase of $1.0 billion, or 20%, compared to the first quarter of 2024. The increase between periods was largely due to the acquisition of Northway on January 2, 2025. Through the acquisition, we acquired (i) total deposits, net of purchase accounting adjustments, of $971.7 million and (ii) assumed borrowings, net of purchase accounting adjustments, of $127.6 million. Despite the significant increase in average funding liabilities between periods, interest expense for the first quarter of 2025 increased just $627,000, or 2%, due to the decrease in our average cost of funds of 33 basis points to 1.94% for the first quarter of 2025. The decrease in our average cost of funds between periods reflects the change in the interest rate environment. The Federal Funds Effective Rate for the first quarter of 2025 was 4.33%, which was 100 basis points lower than the same period of 2025. The other driver for the decrease in our average cost of funds between periods was the acquisition of Northway and the strength of its low-cost deposit franchise.

Net Interest Margin (Fully-Taxable Equivalent). Net interest margin is calculated as net interest income on a fully-taxable equivalent basis as a percentage of average interest-earning assets. Our net interest margin on a fully-taxable equivalent basis increased 74 basis points over the first quarter of 2024 to 3.04% for the first quarter of 2025. Refer to the discussion above for the drivers for the change between periods. Adjusting for the impact of purchase accounting, which contributed $5.0 million to net interest income for the first quarter of 2025, the Company reported non-GAAP, core net interest margin of 2.68%, an increase of 38 basis points over the first quarter of 2024.

The following table presents, for the periods noted, average balances, interest income, interest expense, and the corresponding average yields earned and rates paid, as well as net interest income, net interest rate spread and net interest margin:

Quarterly Average Balance, Interest and Yield/Rate Analysis


	Three Months Ended
	March 31, 2025						March 31, 2024
(Dollars in thousands)	Average Balance		Interest		Yield/Rate		Average Balance		Interest		Yield/Rate
Assets
Interest-earning assets:
Interest-bearing deposits in other banks and other interest-earning assets	$	84,211	$	936	4.44	%	$	44,487	$	488	4.34	%
Investments - taxable	1,375,818		10,442		3.04	%	1,187,699		7,521		2.53	%
Investments - nontaxable (1)	62,485		592		3.79	%	62,385		589		3.78	%
Loans (2) :
Commercial real estate	2,065,534		29,377		5.69	%	1,682,599		21,007		4.94	%
Commercial (1)	409,037		6,514		6.37	%	390,019		5,964		6.05	%
Municipal (1)	90,554		1,378		6.17	%	14,653		160		4.40	%
Residential real estate	2,034,024		23,960		4.71	%	1,773,077		19,557		4.41	%
Consumer and home equity	303,147		5,522		7.39	%	257,305		5,047		7.89	%
Total loans	4,902,296		66,751		5.45	%	4,117,653		51,735		5.00	%
Total interest-earning assets	6,424,810		78,721		4.91	%	5,412,224		60,333		4.44	%
Cash and due from banks	77,740						65,763
Other assets	444,714						276,937
Less: ACL	(44,898)						(36,944)
Total assets	$	6,902,366					$	5,717,980
Liabilities & Shareholders' Equity
Deposits:
Non-interest checking	$	1,107,398	$	—	—	%	$	933,321	$	—	—	%
Interest checking	1,703,056		7,778		1.85	%	1,490,185		9,381		2.53	%
Savings	894,803		2,156		0.98	%	599,791		305		0.20	%
Money market	918,637		5,956		2.63	%	764,585		6,260		3.29	%
Certificates of deposit	706,851		6,490		3.72	%	582,806		5,470		3.77	%
Total deposits	5,330,745		22,380		1.70	%	4,370,688		21,416		1.97	%
Borrowings:
Brokered deposits	196,510		2,241		4.62	%	133,385		1,762		5.31	%
Customer repurchase agreements	236,437		751		1.29	%	182,487		728		1.60	%
Junior subordinated debentures	61,282		898		5.94	%	44,331		534		4.85	%
Other borrowings	348,402		3,267		3.80	%	401,683		4,470		4.40	%
Total borrowings	842,631		7,157		3.44	%	761,886		7,494		3.96	%
Total funding liabilities	6,173,376		29,537		1.94	%	5,132,574		28,910		2.27	%
Other liabilities	103,201						89,893
Shareholders' equity	625,789						495,513
Total liabilities & shareholders' equity	$	6,902,366					$	5,717,980
Net interest income (fully-taxable equivalent)			49,184						31,423
Less: fully-taxable equivalent adjustment			(326)						(150)
Net interest income			$	48,858					$	31,273
Net interest rate spread (fully-taxable equivalent)					2.97	%					2.17	%
Net interest margin (fully-taxable equivalent)					3.04	%					2.30	%
Core net interest margin (fully-taxable equivalent) (3)					2.68	%					2.30	%

(1) Reported on tax-equivalent basis calculated using a 21% tax rate, including certain commercial loans.

(2) Non-accrual loans and loans held for sale are included in total average loans.

(3) This is a non-GAAP measure. Please see "Non-GAAP Financial Measures and Reconciliation to GAAP” for additional information.

The following table presents certain information on a fully-taxable equivalent basis regarding changes in interest income and interest expense for the periods indicated. For each category of interest-earning assets and interest-bearing liabilities, information is provided with respect to changes attributable to rate and volume. The (a) changes in volume (change in volume multiplied by prior period's rate), (b) changes in rates (change in rate multiplied prior period's volume), and (c) changes in rate/volume (change in rate multiplied by the change in volume), which is allocated to the change due to rate column.


	Three Months Ended March 31, 2025 vs. March 31, 2024
	Increase (Decrease) Due to:				Net Increase (Decrease)
(In thousands)	Volume		Rate
Interest-earning assets:
Interest-bearing deposits in other banks and other interest-earning assets	$	431	$	17	$	448
Investments – taxable	1,190		1,731		2,921
Investments – nontaxable	1		2		3

Commercial real estate	4,782		3,588		8,370
Commercial	291		259		550

Municipal	830		388		1,218
Residential real estate	2,877		1,526		4,403
Consumer and home equity	899		(424)		475
Total interest income (fully-taxable equivalent)	11,301		7,087		18,388
Interest-bearing liabilities:
Interest checking	1,339		(2,942)		(1,603)
Savings	147		1,704		1,851
Money market	1,260		(1,564)		(304)
Certificates of deposit	1,163		(143)		1,020
Brokered deposits	833		(354)		479
Customer repurchase agreements	215		(192)		23
Junior subordinated debentures	204		160		364
Other borrowings	(593)		(610)		(1,203)
Total interest expense	4,568		(3,941)		627
Net interest income (fully-taxable equivalent)	$	6,733	$	11,028	$	17,761

Net interest income on a fully-taxable equivalent basis included the following for the periods indicated:


	Income Statement Location	Three Months Ended March 31,
(In thousands)		2025		2024
Net fair value mark accretion from purchase accounting - Loans	Interest income	$	4,316	$	23
Net fair value mark accretion from purchase accounting - Investments	Interest income	831		—
Interest income from residential real estate derivatives	Interest income	588		1,519
Net loan origination fees (costs)	Interest income	494		326
Recoveries on previously charged-off acquired loans	Interest income	23		98
Net fair value mark accretion from purchase accounting - Certificates of deposit	Interest expense	(56)		—
Net fair value mark accretion from purchase accounting - Junior subordinated debentures	Interest expense	(75)		—
Total		$	6,121	$	1,966

Provision (Credit) for Credit Losses

The provision (credit) for credit losses was made up of the following components for the periods indicated:


	Three Months Ended March 31,				Change
(Dollars in thousands)	2025		2024		$		%
Provision (credit) for loan losses (1)	$	8,873	$	(1,164)	$	10,037	(862)	%
Provision (credit) for credit losses on off-balance sheet credit exposures (2)	556		(28)		584		(2086)	%
Credit for HTM debt securities (3)	—		(910)		910		—	%
Provision (credit) for credit losses	$	9,429	$	(2,102)	$	11,531	(549)	%

(1) Provision (credit) for loan losses: The Company recorded provision expense of $8.9 million for the first quarter of 2025, primarily driven by the Northway acquisition. Upon completing the acquisition on January 2, 2025, we designated 88% of the acquired loan portfolio as non-PCD and recorded an ACL on loans totaling $6.3 million for acquired non-PCD loans. As required for non-PCD loans, the establishment of the ACL on loans as of the acquisition date was charged to the provision for credit losses on the consolidated statements of income. Additionally, for the first quarter of 2025, we recorded additional provision expense of $2.6 million to account for the macroeconomic uncertainty and the heightened risk of a recession as of March 31, 2025.

The negative provision expense (i.e., credit for credit losses) of $1.2 million recorded for the first quarter of 2024 was driven by strong asset quality and an improved macroeconomic forecast.

(2) Provision (credit) for credit losses on off-balance sheet credit exposures: At March 31, 2025, the ACL on off-balance sheet credit exposures was $3.4 million, as compared to $2.3 million as of March 31, 2024. The increase was driven by the Northway acquisition on January 2, 2025, and an overall increase in our loss reserve levels given the macroeconomic uncertainty and heightened risk of a recession as of March 31, 2025. Unfunded commitments increased $195.2 million between periods.

(3) (Credit) for HTM debt securities: In the first quarter of 2024, the Company sold its Signature Bank corporate bond that it had previously written off for $1.8 million and recovered proceeds of $910,000.

Non-Interest Income

The following table presents the components of non-interest income for the periods indicated:


	Three Months Ended March 31,						Change
(Dollars in thousands)	2025			2024			$		%
Debit card income (1)	$	3,233		$	2,866		$	367	13	%
Service charges on deposit accounts (2)	2,318			2,027			291		14	%
Income from fiduciary services	1,838			1,749			89		5	%
Brokerage and insurance commissions (3)	1,697			1,239			458		37	%
Bank-owned life insurance	660			683			(23)		(3)	%
Mortgage banking income, net (4)	508			808			(300)		(37)	%
Other income	942			950			(8)		(1)	%
Total non-interest income	$	11,196		$	10,322		$	874	8	%
Non-interest income as a percentage of total revenues	19		%	25		%

(1) Debit card income: The increase between periods of $367,000, or 13%, was driven by the acquisition of Northway on January 2, 2025. Through the acquisition, the Company added approximately 28,000 new debit card customers.

(2) Service charges on deposit accounts: The increase between periods of $291,000, or 14%, was driven by the acquisition of Northway on January 2, 2025. Through the acquisition, the Company added approximately 50,000 customer accounts.

(3) Brokerage and insurance commissions: The increase between periods of $458,000, or 37%, was driven by the increase in assets under management to $999.3 million, an increase of $168.8 million, or 16%.

(4) Mortgage banking income, net: The decrease between periods was driven by the negative change in fair value on loans held for sale and residential mortgage loan pipelines. During the first quarter of 2025, the Company sold $41.8 million, or 55%, of its residential mortgage production for the first quarter of 2025, compared to $41.4 million, or 51%, for the same period of 2025. The Company continues to sell the majority of its residential mortgage production in the secondary market,

Non-Interest Expense

The following table presents the components of non-interest expense for the periods indicated:


	Three Months Ended March 31,					Change
(Dollars in thousands)	2025		2024			$		%
Salaries and employee benefits (1)	$	20,243	$	15,954		$	4,289	27	%
Furniture, equipment and data processing (1)	4,731		3,629			1,102		30	%
Net occupancy costs (1)	3,033		2,070			963		47	%
Debit card expense (1)	1,690		1,264			426		34	%
Consulting and professional fees (1)	1,498		860			638		74	%
Regulatory assessments (1)	986		857			129		15	%
Amortization of core deposit intangible assets (2)	1,473		139			1,334		960	%
OREO and collection costs, net	90		10			80		N.M.
Merger and acquisition costs (3)	7,525		—			7,525		N.M.
Other expenses (1)	3,182		2,579			603		23	%
Total non-interest expense	$	44,451	$	27,362		$	17,089	62	%
Ratio of non-interest expense to total revenues	74.02%		65.78		%
Efficiency ratio (non-GAAP)	58.72%		65.21		%

(1) The increase between periods across these various expense categories was primarily the result of the acquisition of Northway on January 2, 2025. For the majority of the first quarter of 2025, we operated Camden National Bank as two separate and distinct franchises. In mid-March 2025, we completed the information systems and branch integrations, which allows us to begin to optimize the combined organization and obtain our previously communicated cost synergies, primarily through a reduced number of employees, elimination of redundant information systems, technologies and services, and the anticipated consolidation of certain locations. We anticipate these cost savings to begin to materialize in the second quarter of 2025, and we continue to target the realization of 75% of our estimated annual cost take-out of 35% of Northway’s historical annual costs for calendar year 2025.

(2) Amortization of core deposit intangible assets: The increase between periods was the result of the acquisition of Northway on January 2, 2025. While not final, our provisional estimate for CDI assets created as part of the acquisition of Northway totaled $48.1 million, of which we estimate the useful life of the definite-lived intangible asset to be ten years. Refer to Note 3 and Note 6 of the consolidated financial statements for additional information.

(3) Merger and acquisition costs: In the first quarter of 2025, the Company incurred $7.5 million of one-time, acquisition-related costs associated with the acquisition of Northway that closed on January 2, 2025. Through March 31, 2025, the Company has incurred total acquisition-related costs, including those incurred by Northway prior to the closing on January 2, 2025, of $10.8 million. We continue to be on track to meet our target of $13.5 million in total acquisition-related costs, as we anticipate additional one-time, acquisition-related costs to be incurred over the coming quarters.

The acquisition-related costs incurred during the first quarter of 2025 include:


(Dollars in thousands)	Three Months Ended March 31, 2025
Personnel termination-related costs	$	4,725
Consulting, legal and accounting-related costs	1,034
Contract termination and conversion-related costs	419
Other costs	1,347
Total	$	7,525

Income Tax (Benefit) Expense

The Company recorded an income tax benefit of $1.2 million for the first quarter of 2025, compared to income tax expense of $3.1 million for the first quarter of 2024. In conjunction with the Company’s acquisition of Northway on January 2, 2025, we reassessed the Company’s estimated normalized effective tax rate given the change in the apportionment of income across the states in which the Company primarily operates. We currently estimate the Company’s annualized effective tax rate is 20.6%. However, also upon completion of the Northway acquisition, the Company’s estimated deferred tax rate also changed, increasing from 21.5% to 22.8%, which resulted in a one-time revaluation of the Company’s legacy deferred tax assets and the recognition of a one-time tax benefit of $2.4 million in the first quarter of 2025. Refer to Note 3 of the consolidated financial statements for further discussion.

FINANCIAL CONDITION

Cash and Cash Equivalents

Total cash and cash equivalents as of March 31, 2025, were $219.4 million, compared to $214.9 million at December 31, 2024. As part of the Company’s acquisition of Northway, it acquired $48.3 million of cash as of January 2, 2025. Shortly thereafter, the Company prepaid all of the FHLBB borrowings assumed from Northway totaling $45.0 million, which largely offset the cash and cash equivalents obtained through the acquisition. The Company continues to actively manage its cash balances. Refer to Note 3 of the consolidated financial statements for further details on acquired assets and liabilities from Northway.

Included within the Company’s cash and cash equivalents balances at March 31, 2025 and December 31, 2024, was cash held in escrow by the FHLBB as collateral posted by the counterparties for our derivatives in a net asset position at each reporting date totaling $16.6 million and $13.2 million, respectively. We and the counterparty manage these cash accounts daily. Refer to Notes 10 and 11 of the consolidated financial statements for additional detail on the Company’s derivatives and collateral.

Investments

The Company utilizes the investment portfolio to manage liquidity, interest rate risk, and regulatory capital, as well as to take advantage of market conditions to generate returns without undue risk. As of March 31, 2025 and December 31, 2024, our investment portfolio consisted of MBS, CMO, municipal and subordinated corporate debt securities; FHLBB, FRB and other correspondent bank relationship common stock; and mutual funds held in a rabbi trust for the executive and director nonqualified retirement plans.

As of March 31, 2025, the reported value of the Company's total investments portfolio was $1.4 billion, an increase of $244.7 million, or 21%, since December 31, 2024. The change between periods was driven by the following:

• Acquisition of Northway’s investments totaling $230.0 million, net of purchase accounting adjustments, which included (i) investment debt securities of $227.4 million, net of purchase accounting adjustments, all of which we designated as AFS and (ii) FHLBB and other corresponding banking relationship common stock of $2.5 million.

• Sale of $56.4 million of acquired Northway debt securities shortly after acquisition date to restructure the combined investment portfolio. These debt securities were sold at fair value, and, thus, no gain or loss was recognized upon sale.

• Purchase of $75.6 million of debt securities that we designated as AFS, and the purchase of $5.0 million of subordinated corporate debt securities of another regional financial institution that we designated as HTM.

• Pay downs, calls, and maturities of $9.5 million.

• The increase in fair value of the Company’s AFS debt securities of $17.2 million due to the decrease in interest rates between periods.

AFS and HTM Debt Securities. We designate our debt securities as AFS or HTM based on our intent and investment strategy and they are carried at fair value and amortized cost, respectively.

Our AFS debt securities portfolio, which comprised 60% and 52% of our investment portfolio as of March 31, 2025 and December 31, 2024, respectively, was carried at fair value using Level 2 valuation techniques. Refer to Note 17 of the consolidated financial statements for further details on the Company's fair value techniques. Our HTM debt securities are carried at amortized cost and comprised 37% and 45% of our investment portfolio as of March 31, 2025 and December 31, 2024, respectively.

The book value of our debt securities as of March 31, 2025 was $1.4 billion compared to $1.2 billion as of December 31, 2024. Our debt securities portfolio has limited credit risk due to its composition, which includes securities backed by the U.S. government and government-sponsored agencies, and highly rated subordinated corporate and municipal bonds by nationally recognized rating agencies. At March 31, 2025 and December 31, 2025, the book value of U.S. government and government-sponsored agencies represented approximately 92% and 91%, respectively, of our debt securities portfolio.

The following table provides the make-up of the Company's investment portfolio as of March 31, 2025 and December 31, 2024, based on the book value of each security type as a percentage of total book value of the Company's debt securities:


(Dollars in thousands)	March 31, 2025		Percent of Total Debt Securities as of March 31, 2025		December 31, 2024		Percent of Total Debt Securities as of December 31, 2024
MBS - Agency-backed	$	975,970	69	%	$	785,936	66	%
CMO - Agency-backed	327,983		23	%	298,598		25	%
Municipal	61,009		4	%	61,470		5	%
Subordinated corporate	42,102		3	%	37,048		3	%
Other - Agency-backed	7,763		1	%	7,729		1	%
Total	$	1,414,827	100	%	$	1,190,781	100	%

We continually monitor and evaluate our investment portfolio to identify and assess risks within our portfolio, including but not limited to, the impact of the current interest rate environment and the related prepayment risk, and the review of credit ratings. The overall mix of debt securities as of March 31, 2025, compared to December 31, 2024, remains consistent and is believed to be well-positioned to provide a stable source of cash flow. As of March 31, 2025 and December 31, 2024, the duration of our debt investment securities portfolio, adjusting for calls when appropriate and consensus prepayment speeds, was 5.3 years and 5.2 years, respectively.

The fair value and book value of the Company's subordinated corporate bonds and municipal securities as of March 31, 2025 and December 31, 2024 was as follows:


	March 31, 2025							December 31, 2024
(Dollars in thousands)	# of Securities	Fair Value		Book Value		Net Unrealized (Loss) Gain		# of Securities	Fair Value		Book Value		Net Unrealized Gain (Loss)
Municipal bonds	54	$	58,599	$	61,009	$	(2,410)	55	$	59,560	$	61,470	$	(1,910)
Subordinated corporate bonds	18	40,937		42,102		(1,165)		18	35,436		37,048		(1,612)
Total	72	$	99,536	$	103,111	$	(3,575)	73	$	94,996	$	98,518	$	(3,522)

At March 31, 2025 and December 31, 2024, municipal bonds were 4% and 5% of the book value of the total bond portfolio at each date and all municipal bonds carried an investment-grade credit rating.

At March 31, 2025 and December 31, 2024, subordinated corporate bonds were 3% of the book value of the total bond portfolio for both periods. At March 31, 2025 and December 31, 2024, subordinated corporate bonds had a book values of $25.9 million at each period, or 62% and 70%, respectively, of the subordinated corporate bond portfolio and carried an investment-grade credit rating. The remaining $16.2 million and $11.2 million, respectively, of book value, or 38% and 30%, respectively, of the subordinated corporate bond portfolio, were non-rated subordinated corporate bonds of community banks within our markets. As of March 31, 2025, the subordinated corporate bond portfolio was made up of 17 different companies, which included 15 different banks. The banks in the portfolio range from the largest U.S. banks to community banks, with 31% of our exposure as of March 31, 2025, being to global systemically important banks, or "G-SIBs." We continue to monitor and analyze the performance of our subordinated corporate bond portfolio.

We completed a review of our HTM and AFS investment portfolio as of March 31, 2025, and concluded that no ACL was warranted on any of our bonds at this time.

Other Investments. Our other investments on the consolidated statements of condition is primarily made up of FHLBB and FRB common stock. These investments are carried at cost. We are required to maintain a certain level of investment in FHLBB stock based on our level of FHLBB advances, and maintain a certain level of investment in FRB common stock based on the Bank's capital levels. As of March 31, 2025 and December 31, 2024, our investment in FHLBB stock totaled $17.5 million and $17.1 million, respectively, and our investment in FRB stock was $8.7 million and $5.4 million, respectively.

Trading Securities. Our investments in mutual funds are designated as trading securities and carried at fair value. These investments are held within a rabbi trust and will be used for future payments associated with the Company’s Executive and Director Deferred Compensation Plan. These investments are carried at fair value using Level 1 valuation techniques. Refer to Note 17 of the consolidated financial statements for further details on fair value.

Loans

The following table sets forth the composition of our loan portfolio as of the dates indicated:


							Change
(Dollars in thousands)	March 31, 2025			December 31, 2024			($)		(%)
Commercial real estate - non-owner-occupied	$	1,685,852		$	1,387,252		$	298,600	22	%
Commercial real estate - owner-occupied	381,246			324,712			56,534		17	%
Commercial	487,409			382,785			104,624		27	%
Residential real estate	2,028,062			1,752,249			275,813		16	%
Consumer and home equity	302,517			268,261			34,256		13	%
Total loans	$	4,885,086		$	4,115,259		$	769,827	19	%
Commercial Loan Portfolio	$	2,554,507		$	2,094,749		$	459,758	22	%
Retail Loan Portfolio	$	2,330,579		$	2,020,510		$	310,069	15	%
Commercial Portfolio Mix	52		%	51		%
Retail Portfolio Mix	48		%	49		%

On January 2, 2025, the Company completed its acquisition of Northway, which included $775.7 million of loans held for investment, net of purchase accounting adjustments. Excluding the acquired loans, loan balances for the first quarter of 2025 decreased $5.8 million, or less than 1%. The following table details the Company’s change in organic loan balances for the first quarter of 2025:


(Dollars in thousands)	March 31, 2025		December 31, 2024		Loans Acquired in the Northway Merger (1)		Three Months Ended March 31, 2025 Organic Growth
Loans:
Commercial real estate	$	2,067,098	$	1,711,964	$	360,272	$	(5,138)	—	%
Commercial	487,409		382,785		106,487		(1,863)		—	%
Residential real estate	2,028,062		1,752,249		273,349		2,464		—	%
Consumer and home equity	302,517		268,261		35,555		(1,299)		—	%
Total loans	$	4,885,086	$	4,115,259	$	775,663	$	(5,836)	—	%

(1) Net of purchase accounting adjustments.

Refer to Note 3 of the consolidated financial statements for further discussion of the Company’s accounting for the acquisition of Northway.

Portfolio Concentrations. Our primary geographical markets are Maine, New Hampshire and Massachusetts, making up 57%, 25%, and 13%, respectively, of the loan portfolio as of March 31, 2025, compared to 68%, 16%, and 10%, respectively, as of December 31, 2024. The increases between periods in our loan exposure to New Hampshire and Massachusetts was

driven by the Northway acquisition. As of March 31, 2025, our distribution channels, including branches acquired in the Northway merger, included 55 branches in Maine, 18 branches and one loan production office in in New Hampshire, and an online residential mortgage and small business digital loan platform.

As of March 31, 2025 and December 31, 2024, lessors of residential buildings industry (lessors of buildings used as residences, such as single-family homes, apartments and town houses) and the non-residential building operators' industry (operators of commercial and industrial buildings, retail establishments, theaters, banks and insurance buildings) concentrations were 32% and 31%, respectively, of our total commercial real estate portfolio and both were 13% of total loans. As of March 31, 2025, there were no other industry concentrations within our loan portfolio that exceeded 10% of total loans.

The table below summarizes the significant industries within the Company’s commercial loan portfolio at the dates indicated:


	March 31, 2025				December 31, 2024				Change
(Dollars in thousands)	$		% of Commercial Loan Portfolio		$		% of Commercial Loan Portfolio		$		%
Real estate investment (1)	$	1,296,132	51	%	$	1,056,180	50	%	$	239,952	23	%
Lodging	291,648		11	%	220,943		11	%	70,705		32	%
Retail trade	162,217		6	%	141,157		7	%	21,060		15	%
Health care	121,810		5	%	104,865		5	%	16,945		16	%
Construction	84,334		3	%	74,075		4	%	10,259		14	%
Other (each < 3%)	598,366		24	%	497,529		23	%	100,837		20	%
Total	$	2,554,507	100	%	$	2,094,749	100	%	$	459,758	22	%
Commercial loan portfolio mix:
Commercial real estate - non-owner-occupied	$	1,685,852	67	%	$	1,387,252	66	%	298,600		22	%
Commercial real estate - owner-occupied	381,246		15	%	324,712		16	%	56,534		17	%
Commercial	487,409		18	%	382,785		18	%	104,624		27	%
Total	$	2,554,507	100	%	$	2,094,749	100	%	$	459,758	22	%

(1) The following table summarizes the real estate investment loan portfolio, by property type as of the dates indicated:


	March 31, 2025						December 31, 2024						Change
(Dollars in thousands)	$		% of Real Estate Investment Portfolio		% of Total Loan Portfolio		$		% of Real Estate Investment Portfolio		% of Total Loan Portfolio		$		%
Multi-family (5+ units) (a)	$	409,349	32	%	10	%	$	325,050	31	%	8	%	$	84,299	26	%
Office (b)	200,218		15	%	5	%	166,189		16	%	4	%	34,029		20	%
Retail	197,856		15	%	5	%	157,483		15	%	4	%	40,373		26	%
Industrial	181,956		14	%	4	%	169,763		16	%	4	%	12,193		7	%
Multi-family (1-4 units) (c)	150,306		12	%	4	%	122,474		12	%	3	%	27,832		23	%
Other (d)	156,447		12	%	4	%	115,221		10	%	3	%	41,226		36	%
Total	$	1,296,132	100	%	31	%	$	1,056,180	100	%	26	%	$	239,952	23	%

(a) Multi-family (5+ units) loans are primarily located in non-urban locations, including 56% in Maine, 33% in New Hampshire, and 9% in Massachusetts as of March 31, 2025, compared to 68%, 23%, and 7%, respectively, as of December 31, 2024.

(b) Office loans are primarily located in non-urban locations, including 43% in Maine, 36% in New Hampshire, and 21% in Massachusetts as of March 31, 2025, compared to 52%, 26%, and 23%, respectively, as of December 31, 2024.

(d) Includes multiple property types that individually are less than 5% of the real estate investment portfolio and individually are 1% or less of the total loan portfolio.

Related Party Transactions. The Bank is permitted, in its normal course of business, to make loans to certain officers and directors of the Company and Bank under terms that are consistent with the Bank’s lending policies and regulatory requirements. In addition to extending loans to certain officers and directors of the Company and Bank on terms consistent with the Bank’s lending policies, federal banking regulations also require training, audit and examination of the adherence to this policy (also known as “Regulation O” requirements). Note 5 of the consolidated financial statements provide information on related party lending and deposit transactions, respectively. We have not entered into significant related party transactions.

Asset Quality

Our practice is to manage the Company's loan portfolio proactively so that we are able to effectively identify problem credits and trends early, assess and implement effective work-out strategies, and take charge-offs as promptly as practical. In addition, the Company continually reassesses its underwriting standards in response to credit risk posed by changes in economic conditions. The Company continues to dedicate significant resources to monitor and manage credit risk throughout our loan portfolio and includes management and board-level oversight as follows:

• The Credit Risk and Special Assets teams and the Credit Risk Policy Committee, which is an internal management committee comprised of the Company’s president and chief executive officer and other various executives and senior managers across business lines, including Accounting and Finance, Credit Underwriting, Credit Risk and Special Assets, Risk, and Commercial and Retail Banking, oversee the Company's systems and procedures to monitor the credit quality of its loan portfolio, conduct a loan review program, and maintain the integrity of the loan ratings system.

• The adequacy of the ACL is overseen by the Management Provision Committee, which is an internal management committee As of January 1, 2025, the Management Provision Committee is comprised of the Company’s chief executive officer, chief financial officer, chief credit officer and certain members of senior management within Accounting, Credit Risk, and Collections and Special Assets. The Management Provision Committee supports the oversight efforts of the Audit Committee of the Board of Directors.

• The Directors Credit Committee of the Board of Directors reviews large credit exposures, monitors external loan review reports, reviews the lending authority for individual loan officers when required, and has approval authority and responsibility for all matters regarding the loan policy and other credit-related policies, including reviewing and monitoring asset quality trends, and concentration levels.

• The Audit Committee of the Board of Directors has approval authority and oversight responsibility for the ACL adequacy and methodology.

Non-Performing Assets. Non-performing assets include non-accrual loans, accruing loans 90 days or more past due, and property acquired through foreclosure or repossession. The following table sets forth the composition and amounts of our non-performing loans as of the dates indicated:


(Dollars in thousands)	March 31, 2025			December 31, 2024
Non-accrual loans:
Commercial real estate - non-owner-occupied	$	128		$	129
Commercial real estate - owner-occupied	143			430
Commercial	1,803			1,927
Residential real estate	4,322			1,891
Consumer and home equity	855			452
Total non-accrual loans	7,251			4,829



Other real estate owned	72			—
Total non-performing assets	$	7,323		$	4,829
Total loans, excluding loans held for sale	$	4,885,086		$	4,115,259
Total assets	6,964,785			5,805,138
ACL on loans	46,723			35,728
ACL on loans to non-accrual loans	644.37		%	739.86		%
Non-accrual loans to total loans	0.15		%	0.12		%
Non-performing loans to total loans	0.15		%	0.12		%
Non-performing assets to total assets	0.11		%	0.08		%

Potential Problem Loans. Potential problem loans consist of classified accruing commercial and commercial real estate loans that were 30-89 days past due. Such loans are characterized by weaknesses in the financial condition of borrowers or collateral deficiencies. Based on historical experience, the credit quality of some of these loans may improve due to changes in collateral values or the financial condition of the borrowers, while the credit quality of other loans may deteriorate, resulting in a loss. These loans are not included in the above analysis of non-accrual loans. As of March 31, 2025 and December 31, 2024, loans classified as potential problem loans totaled $83,000 and $96,000, respectively.

Past Due Loans. Past due loans consist of accruing loans that were 30-89 days past due. The following table presents the recorded investment of past due loans as of the dates indicated:


(Dollars in thousands)	March 31, 2025			December 31, 2024
Accruing loans 30-89 days past due:
Commercial real estate - non-owner-occupied	$	29		$	59
Commercial real estate - owner-occupied	351			630
Commercial	767			393
Residential real estate	1,754			558
Consumer and home equity	440			621
Total	$	3,341		$	2,261
Total loans	$	4,885,086		$	4,115,259
Accruing loans 30-89 days past due to total loans	0.07		%	0.05		%

ACL. The following table sets forth information concerning the components of our ACL for the periods indicated:


	As of or For The Three Months Ended March 31,						As of or For The Year Ended December 31, 2024
(Dollars in thousands)	2025			2024
ACL on loans at the beginning of the period	$	35,728		$	36,935			$	36,935
ACL on acquired PCD loans	3,071			—				—
General provision (credit) for loan losses	2,580			(1,164)				53
Provision for acquired non-PCD loans	6,293			—				—
Net charge-offs (recoveries) (1)
Commercial real estate	139			(7)				(10)
Commercial	786			217				1,329
Residential real estate	(2)			(6)				(26)
Consumer and home equity	26			(46)				(33)
Total net charge-offs	949			158				1,260
ACL on loans at the end of the period	$	46,723		$	35,613			$	35,728
Components of ACL:
ACL on loans	$	46,723		$	35,613			$	35,728
ACL on off-balance sheet credit exposures	3,362			2,325				2,805
ACL at end of the period	$	50,085		$	37,938			$	38,533
Total loans, excluding loans held for sale	$	4,885,086		$	4,121,040			$	4,115,259
Average Loans	$	4,902,296		$	4,117,653			$	4,129,171
Net charge-offs to average loans (annualized)	0.08		%	0.02		%		0.03		%
Provision (credit) for loan losses (annualized) to average loans	0.51		%	(0.11)		%		—		%
ACL on loans to total loans	0.96		%	0.86		%		0.87		%
ACL on loans to non-performing loans	644.37		%	588.28		%		723.25		%
ACL on loans to net charge-offs (annualized)	1,230.85		%	5,634.97		%		2,835.56		%

(1) Additional information related to net charge-offs (recoveries) is presented in the following table for the periods indicated:


	For The Three Months Ended March 31,
(Dollars in thousands)	Total Charge-offs		Total Recoveries		Net Charge-Offs (Recoveries)		Average Loans		Ratio of Net Charge-Offs (Recoveries) to Average Loans
2025:
Commercial real estate	$	191	$	52	$	139	$	2,065,534	0.01	%
Commercial	896		110		786		499,591		0.16	%
Residential real estate	4		6		(2)		2,034,023		—	%
Consumer and home equity	29		3		26		303,147		0.01	%
Total	$	1,120	$	171	$	949	$	4,902,295	0.03	%
2024:
Commercial real estate	$	—	$	7	$	(7)	$	1,682,599	—	%
Commercial	309		92		217		404,672		0.05	%

Residential real estate	—		6		(6)		1,773,077		—	%
Consumer and home equity	36		82		(46)		257,305		(0.02)	%
Total	$	345	$	187	$	158	$	4,117,653	0.01	%















	For the Year Ended December 31,
2024:
Commercial real estate	$	—	$	10	$	(10)	$	1,699,655	—	%
Commercial	1,784		455		1,329		394,116		0.34	%
Residential real estate	—		26		(26)		1,773,149		—	%
Consumer and home equity	99		132		(33)		262,251		(0.01)	%
Total	$	1,883	$	623	$	1,260	$	4,129,171	0.03	%

ACL on Loans. As part of the acquisition of Northway, we designated those acquired loans with a more-than-insignificant deterioration in credit quality since origination as PCD. In total, we designated acquired loans with an unpaid principal balance of $103.0 million, or 12% of the acquired loans, as PCD. We established an ACL on these acquired loans of $3.1 million at acquisition date. All remaining acquired loans that were not designated as PCD were designated as non-PCD loans, and we established an ACL of $6.3 million on these loans at acquisition date with a corresponding charge to provision for credit losses on the consolidated statements of income.

As of March 31, 2025, the ACL on loans totaled $46.7 million, or 0.96% to total loans, compared to $35.7 million, or 0.87% of total loan as of December 31, 2024. Our ACL on loans estimate as of each date incorporated multiple forecasted economic scenarios and probability weighting of each scenario. Included within our ACL on loans as of March 31, 2025 and December 31, 2024, was consideration for qualitative factors that may not be, or may not be completely, represented within the Company’s accounting model used to determine its ACL on loans. Each quarter, in conjunction with our quarterly close and financial reporting, we evaluate the need for these qualitative factors and make adjustments as appropriate, including consideration of macro- and micro-level changes. The ACL on loans as of March 31, 2025, incorporated a higher probability weighting for the forecasted likelihood of recession over the next 12 to 24 months, as compared to December 31, 2024. This resulted in an increase in our ACL on loans between periods of $2.6 million, or an increase of approximately 5 basis points to ACL on loans. The overall global and national markets continue to be volatile and carry a high degree of uncertainty, and any changes to our forecast or qualitative factors subject our ACL estimate to a higher risk of fluctuation between periods.

ACL on Off-Balance Sheet Credit Exposures. There were no significant changes in our modeling methodology to determine the ACL on off-balance sheet credit exposures during the first quarter of 2025. The model uses the credit loss factors

for each segment calculated within the ACL on loans model described above. The ACL on off-balance sheet credit exposures as of March 31, 2025 and December 31, 2024, was $3.4 million and $2.8 million, respectively. The increase between periods reflects the acquisition of Northway on January 2, 2025.

The ACL on off-balance sheet credit exposures was presented within accrued interest and other liabilities on the consolidated statements of condition. Increases (decreases) to the ACL on off-balance sheet credit exposures were presented within (credit) provision for credit losses on the consolidated statements of income.

We may adjust our assumptions to account for differences between expected and actual losses from period to period. A future change to our assumptions will likely alter the level of allowance required and may have a material impact on future results of operations and financial condition.

ACL on HTM Securities. As of March 31, 2025, we have evaluated our HTM debt securities, and we have not identified any credit concerns. As of March 31, 2025 and December 31, 2024, there was no ACL recorded on HTM investments. Refer to "—Investments" and Note 4 of the consolidated financial statements for further discussion.

Goodwill and CDI Assets

On January 2, the Company completed its acquisition of Northway, and, after applying provisional purchase accounting entries, the Company generated $59.1 million of goodwill. At March 31, 2025, goodwill totaled $153.8 million, compared to $94.7 million as of December 31, 2024. We review goodwill for impairment at least annually as of November 30 th , or more frequently as determined by management.

Through the acquisition of Northway, the Company created CDI assets of $48.1 million, or 6% of core deposits acquired. At March 31, 2025, CDI assets totaled $47.0 million compared to $415,000 as of December 31, 2024, and related amortization was $1.5 million and $139,000 for the three months ended March 31, 2025 and March 31, 2024, respectively. We review CDI assets for impairment when a triggering event suggests such is necessary. During the first quarter of 2025, there were no indications of potential material risk of impairment of core deposit intangible assets for any of the aforementioned years.

Refer to Notes 3 and 6 of the consolidated financial statements for additional information.

Investment in BOLI

At March 31, 2025 and December 31, 2024, BOLI was $109.3 million and $104.3 million, respectively. The increase in the first quarter of 2025 was driven by the acquisition of Northway on January 2, 2025. As part of the acquisition, the Company acquired BOLI of $4.4 million. The underlying investments within the acquired BOLI are marketable equity securities that are subject to market fluctuations for which the related BOLI value may increase or decrease with the change in valuation being accounted for within non-interest income.

Refer to Note 3 of the consolidated financial statements for additional information.

Deferred Tax Assets

At March 31, 2025 and December 31, 2024, the Company's deferred tax assets were $55.7 million and $40.0 million, respectively. The increase in deferred tax assets during the first quarter of 2025 was driven by the Northway acquisition. Upon completing the acquisition, the Company’s deferred tax rate increased from 21.5% to 22.8% due to its increased presence and income apportionment to New Hampshire and Massachusetts. As a result of the deferred tax rate increase, we revalued the Company’s legacy deferred tax assets. Furthermore, the Company reported the deferred tax assets acquired from Northway and those created through purchase accounting adjustments at the Company’s increased deferred tax rate of 22.8%. The Company did not carry any valuation allowances on its deferred tax assets at March 31, 2025 or December 31, 2024.

Refer to Note 3 of the consolidated financial statements for additional information.

Liabilities

Deposits. Total deposits increased $964.3 million, or 23%, during the first quarter of 2025 to $5.6 billion at March 31, 2025. The significant increase in deposit balances was driven by the Company’s acquisition of Northway on January 2, 2025. As part of the acquisition, the Company acquired $971.7 million of deposits, net of purchase accounting adjustments. Of the total deposits acquired, $799.1 million, or 82%, were low-cost, core deposits (non-GAAP). Excluding the acquired deposits, deposit balances for the first quarter of 2025 decreased $7.4 million, or less than 1%, which included the expected drawdown from one large customer relationship of $61.8 million.

The following table details the Company’s change in organic deposit balances for the first quarter of 2025:


(Dollars in thousands)	March 31, 2025		December 31, 2024		Deposits Acquired in the Northway Merger (1)		Three Months Ended March 31, 2025 Organic Growth
Deposits:
Non-interest checking	$	1,132,648	$	925,571	$	197,320	$	9,757	1	%
Interest checking	1,714,944		1,483,589		315,891		(84,536)		(6)	%
Savings and money market	1,828,332		1,511,589		285,889		30,854		2	%
Certificates of deposit	703,873		532,424		172,573		(1,124)		—	%
Brokered deposits	217,681		179,994		—		37,687		21	%
Total deposits	$	5,597,478	$	4,633,167	$	971,673	$	(7,362)	—	%

(1) Net of purchase accounting adjustments.

The Company's loan-to-deposit ratio was 89% at both March 31, 2025 and December 31, 2024.

As of March 31 2025, the Company had no customer relationships that exceeded 10% of total deposits.

Uninsured and Uncollateralized Deposits. Total deposits that exceeded the FDIC deposit insurance limit of $250,000 were $1.2 billion, or 21% of total deposits, as of March 31, 2025, and $1.1 billion, or 23% of total deposits, as of December 31, 2024.

Total uninsured and uncollateralized deposits that exceeded the FDIC deposit insurance limit of $250,000 and were not secured by pledged assets or any other guarantee of the Company totaled $790.0 million, or 14% of total deposits, as of March 31, 2025, and $760.8 million, or 16% of total deposits, as of December 31, 2024.

The balance of CDs that exceeded the FDIC deposit insurance limit of $250,000 was $109.2 million, or 20% of CD balances, as of March 31, 2025, and $167.2 million, or 27% of CD balances, as of December 31, 2024. The total uninsured portion of these CDs was $56.9 million, or 8% and $109.2 million, or 21% as of March 31, 2024 and December 31, 2024, respectively.

Borrowings . As of March 31, 2025, total borrowings were $567.4 million, an increase of $66.8 million, or 13%, since December 31, 2024 and were comprised of:

• Customer repurchase agreements totaling $242.4 million, an increase of $66.8 million, since December 31, 2024. Through the acquisition of Northway the Company acquired $65.5 million of repurchase agreements as of the acquisition date.

• FHLBB advances totaled $325.0 million at March 31, 2025 and December 31, 2024, respectively. The Company assumed $45.0 million of FHLBB advances through the acquisition of Northway on January 2, 2025. Shortly after the acquisition date, we prepaid all of the acquired FHLBB advances as we looked to optimize our balance sheet and earnings profile. The Company carries interest rate swaps on all of its outstanding FHLBB advances to manage its interest rate risk position and as part of our effort to optimize net interest income and net interest margin.

• The Company assumed two new tranches of junior subordinated debentures through the acquisition of Northway. Refer to Note 7 of the consolidated financial statements for additional information regarding the junior subordinated debentures it assumed in the Northway acquisition. As of March 31, 2025, the balance of all junior subordinated debentures totaled $61.3 million, compared to $44.3 million as of December 31, 2024.

Shareholders' Equity

Shareholders' equity as of March 31, 2025, totaled $640.1 million, an increase of $108.8 million, or 20%, since December 31, 2024. The significant increase was driven by the issuance of $96.5 million shares of the Company’s common stock as consideration for the acquisition of Northway on January 2, 2025. Additionally, the decrease in the mid- and long-end of the yield curve between periods resulted in an increase in the fair value of the Company AFS investments and resulted in an increase in AOCI of $14.4 million in the first quarter of 2025.

On March 25, 2025, the Company announced a quarterly cash dividend to shareholders of $0.42 per share, payable on April 30, 2025 to shareholders of record as of April 15, 2025. As of March 31, 2025, the Company's annualized dividend yield was 4.15% based on Camden National's closing share price of $40.47, as reported by NASDAQ on March 31, 2025.

The following table presents certain information regarding shareholders’ equity as of and for the periods indicated:


	As of or For The Three Months Ended March 31,						As of or For The Year Ended December 31, 2024
	2025			2024
Financial Ratios
Average equity to average assets	9.07		%	8.67		%		8.92		%
Common equity ratio	9.19		%	8.66		%		9.15		%
Tangible common equity ratio (non-GAAP)	6.49		%	7.12		%		7.64		%
Dividend payout ratio	97.67		%	46.15		%		46.28		%
Per Share Data
Book value per share	$	37.91		$	34.37			$	36.44
Tangible book value per share (non-GAAP)	$	26.02		$	27.82			$	29.91
Dividends declared per share	$	0.42		$	0.42			$	1.68

Refer to "—Capital Resources" and Note 12 of the consolidated financial statements for further discussion of the Company and Bank's capital resources and regulatory capital requirements.

LIQUIDITY

Our liquidity needs require the availability of cash to meet the withdrawal demands of depositors and credit commitments to borrowers. Liquidity is defined as our ability to maintain availability of funds to meet customer needs, as well as to support our asset base. The primary objective of liquidity management is to maintain a balance between sources and uses of funds to meet our cash flow needs in the most economical and expedient manner. Due to the potential for unexpected fluctuations in both deposits and loans, active management of liquidity is necessary. We maintain various sources of funding and levels of liquid assets and monitor liquidity in accordance with internal guidelines and all applicable regulatory requirements. Sources of funds that we utilize consist of deposits; borrowings from the FHLBB and other sources; cash flows from loans and investments; and cash flows from operations, including other contractual obligations and commitments.

As of March 31, 2025, our primary liquidity sources available were as follows:


(In thousands)	Amount
Available primary liquidity:
Excess cash (1)	$	131,341
Unpledged investment securities	591,932
Over collateralized securities pledging position	49,169
FHLBB	925,072
Fed Discount Window	34,905
Unsecured borrowing lines	94,872
Total available primary liquidity	$	1,827,291

(1) Excess cash represents cash held at the FRB that is above the minimum reserve requirement. As of March 31, 2025, the minimum reserve requirement remains at zero.

Total available primary liquidity of $1.8 billion was 2.3 times uninsured and uncollateralized deposits as of March 31, 2025. Refer to " —Financial Condition—Liabilities—Uninsured and Uncollateralized Deposits " for further details.

In addition to the available primarily liquidity noted above, as of March 31, 2025, we may access an additional $1.2 billion in funding through brokered deposits.

Although we believe that our level of liquidity is sufficient to meet current and future funding requirements, changes in current economic conditions, including consumer saving habits and the availability or access to the brokered deposit and wholesale repurchase markets, could significantly affect our liquidity position.

Deposits. Deposits continue to represent our primary source of funds. As of March 31, 2025 and December 31, 2024, total deposits, including brokered deposits, were $5.6 billion and $4.6 billion, respectively. Core deposits (which excludes CDs and brokered deposits) (non-GAAP) increased $755.2 million, or 19%, during the three months ended March 31, 2025 to $4.7 billion due to the strong core deposit base acquired from Northway. Additionally due to the Northway acquisition, CDs increased $171.4 million, or 32%, during the three months ended March 31, 2025 to $703.9 million, and brokered deposits increased $37.7 million, or 21%, during the three months ended March 31, 2025 to $217.7 million. Brokered deposits consisted of $75.0 million of brokered CDs and $142.7 million of brokered money market accounts. As of March 31, 2025, all brokered CDs were scheduled to mature within 12 months. Refer to “—Financial Condition—Liabilities—Deposits” for further discussion on deposits.

The following is a summary of the scheduled maturities of CDs (not including brokered CDs) as of March 31, 2025:


(In thousands)	CDs
1 year or less	$	518,277
> 1 year	185,596
Total	$	703,873

Borrowings . Borrowings are used to supplement deposits as a source of liquidity. Our primary sources of borrowings are the FHLBB, FRB and other federal funds and customer repurchase agreements. As of March 31, 2025, total borrowings were $567.4 million, compared to $500.6 million as of December 31, 2024. We secure borrowings from the FHLBB with qualified residential real estate loans, certain investment securities and certain other assets available to be pledged. As of March 31, 2025,

the Company had $925 million in borrowing capacity from the FHLBB.

Customer repurchase agreements are secured by mortgage-backed securities and government-sponsored enterprises. Through the Bank, as of March 31, 2025, we have available lines of credit of $9.9 million with the FHLBB, $85.0 million with two correspondent banks, and $34.9 million with the FRB Discount Window. We also have access to the brokered deposit market and wholesale reverse repurchase transactions market. These sources are considered as liquidity alternatives in our contingent liquidity plan.

The following is a summary of the scheduled maturities of borrowings as of March 31, 2025:


(In thousands)	FHLBB Advances		Customer Repurchase Agreements		Junior Subordinated Debentures		Total
1 year or less	$	325,000	$	242,436	$	—	$	567,436
> 1 year	—		—		61,290		61,290
Total	$	325,000	$	242,436	$	61,290	$	628,726

Loans . Contractual loan repayments also affect our liquidity position. Actual speed and timing of repayment may differ materially from contract terms due to prepayments or nonpayment.

The Company's unpledged residential mortgage loan portfolio is also a source of contingent liquidity as it could be sold in a reasonable time period, at fair value, on the secondary market. As of March 31, 2025, qualifying residential mortgage loans with a book value of $1.8 billion were pledged as collateral to the FHLBB.

The following table presents the contractual maturities of loans at the date indicated:


	March 31, 2025
(Dollars in thousands)	Due in 1 Year or Less		Due after 1 Year Through 5 Years		Due After 5 Years Through 15 Years		Due in More than 15 Years		Total		Percent of Total Loans
Maturity Distribution (1) :
Fixed Rate:
Commercial real estate (2)	$	68,225	$	399,586	$	529,152	$	2,687	$	999,650	20	%
Commercial	40,632		145,739		70,786		11,295		268,452		5	%
Residential real estate	492		10,815		129,464		1,420,779		1,561,550		32	%
Consumer and home equity	10,915		13,251		19,190		202,655		246,011		5	%
Total fixed rate	120,264		569,391		748,592		1,637,416		3,075,663		62	%
Adjustable/Variable Rate:
Commercial real estate (2)	69,874		325,720		431,177		240,676		1,067,447		23	%
Commercial	63,470		93,864		54,231		7,392		218,957		4	%
Residential real estate	57		1,209		36,538		428,708		466,512		10	%
Consumer and home equity	168		3,142		17,455		35,742		56,507		1	%
Total adjustable/variable rate	133,569		423,935		539,401		712,518		1,809,423		38	%
Total loans	$	253,833	$	993,326	$	1,287,993	$	2,349,934	$	4,885,086	100	%

(1) Scheduled repayments are reported in the maturity category in which payment is due. Demand loans, loans having no stated schedule of repayments and no stated maturity, and overdrafts are reported as due in one year or less.

(2) Commercial real estate loans include non-owner-occupied and owner-occupied properties.

Additionally, we have active relationships with various secondary market investors that purchase residential mortgage loans we originate. In addition to managing our interest rate risk position and earnings through the sale of these loans, we are also able to manage our liquidity position through timely sales of residential mortgage loans to the secondary market.

Investments. We generally invest in amortizing MBS and CMO debt securities that return cash flow at an accelerated rate in comparison to other types of debt securities that are of a bullet structure. MBS and CMO debt security cash flow will vary depending on the interest rate environment because borrowers may have the right to call or prepay obligations with or without prepayment penalties. Interest rates have remained elevated during the start of 2025, which has continued to result in slowing cash flows. As of March 31, 2025 and December 31, 2024, the Company's MBS and CMO debt securities portfolio totaled 92% and 91% of book value, respectively, of the Company's investment portfolio.

The Company's unpledged AFS investment portfolio is also a source of contingent liquidity, as it could be sold in a reasonable time period on the secondary market, at fair value, which was $378.1 million as of March 31, 2025.

The following is a summary of the scheduled cash flows from our debt securities portfolio, including investments designated as AFS and HTM, as of March 31, 2025:


(In thousands)	Contractual Cash Flows (1)
1 year or less	$	121,932
> 1 year	1,292,895
Total	$	1,414,827

(1) Expected contractual cash flows could differ as borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

Other Liquidity Requirement s. The Company generates cash flows from earnings through its normal course of business from earnings and, although not contractual, the Company has a history of paying a quarterly cash dividend to its shareholders and repurchasing its shares of common stock. For the three months ended March 31, 2025, the Company reported net income of $7.3 million and paid cash dividends of $7.1 million to shareholders.

In addition, in the course of its normal operations, the Company is party to several other contractual obligations not previously discussed, such as various lease agreements on a number of its branches. Renewal options within the various lease contracts, as applicable, were considered to determine the lease term and estimate the contractual obligation and commitment for the Company's operating and finance leases. Furthermore, certain lease contracts of the Company contain language that subject its rent payment to variability, such as those tied to an index or change in an index. As a result, the future contractual obligation and commitment may materially differ from that estimated and disclosed within the table below. As of March 31, 2025, we had the following lease and other contractual obligations to make future payments under each of these contracts as follows:


(In thousands)	Total Amount		Payments Due per Period
Contractual obligations and commitments	Committed		1 Year or Less		> 1 Year
Operating leases	$	15,624	$	1,537	$	14,087
Finance leases	9,097		238		8,859






Other contractual obligations	5,193		5,193		—
Total	$	29,914	$	6,968	$	22,946

The Company's estimated lease liability for its various operating and finance leases was reported within other liabilities on our consolidated statements of condition.

In the normal course of business, we are a party to credit related financial instruments with off-balance sheet risk, which are not reflected in the consolidated statements of condition. These financial instruments include commitments to extend credit and standby letters of credit. Many of the commitments will expire without being drawn upon, and thus, the total amount does not necessarily represent future cash requirements. Refer to Note 9 of the consolidated financial statements for additional details.

We use derivative financial instruments for risk management purposes (primarily interest rate risk) and not for trading or speculative purposes. These contracts with our various counterparties may subject the Company to various cash flow requirements, which may include posting of cash as collateral (or other assets) for arrangements that the Company is in a liability position ( i.e . “underwater”). Refer to Note 10 of the consolidated financial statements for further discussion of our derivatives and hedge instruments.

CAPITAL RESOURCES

As part of our goal to operate a safe, sound and profitable financial organization, we are committed to maintaining a strong capital base. Shareholders’ equity totaled $640.1 million and $531.2 million as of March 31, 2025 and December 31, 2024, respectively, which amounted to 9% of total assets at both dates. Refer to " —Financial Condition—Shareholders' Equity " for further discussion on shareholders' equity for the three months ended March 31, 2025.

Our principal cash requirement is the payment of dividends on our common stock, as and when declared by the Company's Board of Directors. We declared dividends to shareholders in the aggregate amount of $7.1 million and $6.1 million for the three months ended March 31, 2025 and 2024, respectively. The increase in our declared cash dividend reflects the issuance of 2.3 million shares as consideration for the Northway acquisition that was completed on January 2, 2025. The Company's Board of Directors approves cash dividends on a quarterly basis after careful analysis and consideration of various factors, including the following: (i) capital position relative to total assets, (ii) risk-based assets, (iii) total classified assets, (iv) economic conditions, (v) growth rates for total assets and total liabilities, (vi) earnings performance and projections and (vii) strategic initiatives and related capital requirements. All dividends declared and distributed by the Company will be in compliance with applicable state corporate law and regulatory requirements.

We are primarily dependent upon the payment of cash dividends by the Bank, our wholly-owned subsidiary, to service our commitments. We, as the sole shareholder of the Bank, are entitled to dividends, when and as declared by the Bank's Board of Directors from legally available funds. For the three months ended March 31, 2025 and 2024, the Bank declared dividends payable to the Company in the amount of $0 and $6.0 million, respectively. Under regulations prescribed by the OCC, the Bank may not declare dividends in excess of the Bank’s net income for the current year plus its retained net income for the prior two years without prior approval from the OCC. If we are required to use dividends from the Bank to service unforeseen commitments in the future, we may be required to reduce the dividends paid to our shareholders going forward. The Bank did not declare a cash dividend to the Company during the first quarter of 2025 as the Company had sufficient cash levels after completion of the Northway acquisition. We anticipate regular cash dividends from the Bank to the Company to begin again in the second quarter of 2025.

Please refer to Note 12 of the consolidated financial statements for discussion and details of the Company and Bank's regulatory capital requirements. As of March 31, 2025 and December 31, 2024, the Company and Bank exceeded all regulatory capital requirements, and the Bank continues to meet the capital requirements to be classified as "well capitalized" under applicable prompt corrective action provisions.

RISK MANAGEMENT

The Company’s Board of Directors and management have identified significant risk categories which affect the Company. The risk categories include: credit; liquidity; market; interest rate; capital; operational; technology, including cybersecurity; vendor and third party; people and compensation; compliance and legal; strategic alignment; and reputation. The Board of Directors has approved an Enterprise Risk Management ("ERM") Policy that addresses each category of risk. The direct oversight and responsibility for the Company's risk management program has been delegated to the Company's Executive Vice President, Chief Risk Officer, who is a member of the Executive Committee and reports directly to the Chief Executive Officer.

There have been no material changes to the Company's risk categories and risk management policies as described in Item 7 of the Company's Annual Report on Form 10-K for the year ended December 31, 2024. Please refer to Item 7 of the Company's Annual Report on Form 10-K for the year ended December 31, 2024 for further details regarding the Company's risk management.

Interest rate risk

Interest rate risk represents the sensitivity of earnings to changes in market interest rates. As interest rates change, the interest income and expense streams associated with our financial instruments also change, thereby impacting net interest income, the primary component of our earnings. Board ALCO and Management ALCO utilize the results of a detailed and dynamic simulation model to quantify the estimated exposure of net interest income to sustained interest rate changes. While Board ALCO and Management ALCO routinely monitor simulated net interest income sensitivity over a rolling two-year horizon, they also utilize additional tools to monitor potential longer-term interest rate risk.

The simulation model captures the impact of changing interest rates on the interest income received and interest expense paid on all interest-earning assets and interest-bearing liabilities reflected on our consolidated statements of condition, as well as for derivative financial instruments. This sensitivity analysis is compared to ALCO policy limits, which specify a maximum tolerance level for net interest income exposure over a one- and two-year horizon, assuming a static balance sheet, given a 200 basis point upward and downward shift in interest rates. A parallel and pro rata shift in rates over a 12-month period is assumed. Using this approach, we are able to produce simulation results that illustrate the effect that both a gradual change of rates and a “rate shock” have on earnings expectations. In the down 200 basis points scenario, Federal Funds and Treasury yields are floored at 0.01% while Prime is floored at 3.00%. All other market rates are floored at the lesser of current levels or 0.25%.

The sensitivity analysis below does not represent a forecast and should not be relied upon as being indicative of expected operating results. These hypothetical estimates are based upon numerous assumptions including, among others, the nature and timing of interest rate levels, yield curve shape, prepayments on loans and securities, deposit decay rates, pricing decisions on loans and deposits and reinvestment/replacement of asset and liability cash flows. While assumptions are developed based upon current economic and local market conditions, we cannot make any assurances as to the predictive nature of these assumptions, including how customer preferences or competitor influences might change.

As of March 31, 2025 and 2024, our net interest income sensitivity analysis reflected the following changes to net interest income, as compared to our modeled Year 1 Base net interest income, assuming no balance sheet growth and a parallel shift in interest rates. All rate changes were “ramped” over the first 12-month period and then maintained at those levels over the remainder of the ALCO simulation horizon.


	Estimated Changes In Net Interest Income
Rate Change from Year 1 — Base	March 31, 2025		March 31, 2024
Year 1
+200 basis points	(1.7)	%	(1.9)	%
-200 basis points	3.1	%	3.5	%

Year 2
+200 basis points	5.7	%	6.1	%
-200 basis points	11.4	%	20.0	%

If rates remain at or near current levels, net interest income is projected to increase in year two of the simulation. Asset cash flows reprice and replace into the current higher rate environment at rates above current portfolio averages and funding costs decline due to maturing CDs renewing into lower current market rates, causing balance sheet spread to expand. If deposit

pricing increased from current levels without any changes to market rates or if unfavorable funding mix changes occurred, it would negatively impact net interest income projections.

If rates increase 200 basis points, net interest income is projected to decrease in the first year of the simulation as the funding base adjusts into the higher rate environment to a greater degree than asset yields increase. In the second year, net interest income is projected to increase as loan and investment yields continue to reprice/reset into higher yields and funding cost increases slow.

If rates decrease 200 basis points, net interest income is projected to improve in the first year of the simulation as reductions in funding costs are able to more than offset near-term asset yield deterioration. In the second year, net interest income is projected to further increase as asset yields are supported by fixed rates and floors while cost of funds reductions continue, albeit at a slower pace.

In addition to using our investments portfolio to manage liquidity risk, we also use it to manage our interest rate risk and provide a natural hedge to our interest risk exposure created by loans, deposits and borrowings. Refer to " —Financial Condition—Investments " for further details of the Company's investment portfolio, including the duration of the bond portfolio as of March 31, 2025 and December 31, 2024.

Periodically, if deemed appropriate, we use back-to-back loan swaps, interest rate swaps, floors and caps, which are common derivative financial instruments, to hedge our interest rate risk position. The Board of Directors has approved hedging policy statements governing the use of these instruments. The Board and Management ALCO monitor derivative activities relative to their expectations and our hedging policies. Refer to Note 10 of the consolidated financial statements for further discussion of these derivative instruments.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Information required by this Item 3 is included in Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations - Risk Management" and such information is incorporated into this Item 3 by reference.

ITEM 4. CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company’s management conducted an evaluation with the participation of the Company’s Chief Executive Officer and Chief Operating Officer and Chief Financial Officer & Principal Financial and Accounting Officer, regarding the effectiveness of the Company’s disclosure controls and procedures, as of the end of the last fiscal year. In designing and evaluating the Company’s disclosure controls and procedures, the Company and its management recognize that any controls and procedures, no matter how well designed and operated, can provide only a reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating and implementing possible controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Operating Officer and Chief Financial Officer & Principal Financial and Accounting Officer concluded that they believe the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. We intend to continue to review and document our disclosure controls and procedures, including our internal controls and procedures for financial reporting, and we may from time to time make changes to the disclosure controls and procedures to enhance their effectiveness and to ensure that our systems evolve with our business.

There was no change in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In the normal course of business, the Company and its subsidiaries are subject to pending and threatened legal actions. Although the Company is not able to predict the outcome of such actions, after reviewing pending and threatened actions with counsel, management believes that based on the information currently available the outcome of such actions, individually or in the aggregate, will not have a material adverse effect on the Company’s consolidated financial position as a whole.

ITEM 1A. RISK FACTORS

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, 2024, for discussion of these risks.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a) None

(b) None


Issuer Purchases of Equity Securities
Period	Total number of shares (or units) purchased (1)	Average price paid per share (or unit)		Total number of shares (or units) purchased as part of publicly announced plans or programs (2)	Maximum number (or appropriate dollar value) of shares (or units) that may yet be purchased under the plans or programs (2)
January 1-31, 2025	—	$	—	—	—
February 1-28, 2025	—	—		—	—
March 1-31, 2025	667	41.38		—	—
Total	667	$	41.38	—	—

(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.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None .

ITEM 6. EXHIBITS


Exhibit No.						Definition
10.1 † *						Camden National Corporation Fourth Am ended and Restated Defined Contribution Retirement Program, effective as of March 28, 2025.
31.1 *						Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
31.2 *						Certification of Chief Financial Officer, Principal Financial & Accounting Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
32.1 **						Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 **						Certification of Chief Financial Officer, Principal Financial & Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*						iXBRL (Inline eXtensible Business Reporting Language). The following materials from Camden National Corporation’s Quarterly Report on Form 10-Q for the period ended March 31, 2025, formatted in iXBRL: (i) Consolidated Statements of Condition - March 31, 2025 and December 31, 2024; (ii) Consolidated Statements of Income - Three Months Ended March 31, 2025 and 2024; (iii) Consolidated Statements of Comprehensive Income (Loss) - Three Months Ended March 31, 2025 and 2024; (iv) Consolidated Statements of Changes in Shareholders’ Equity - Three Months Ended March 31, 2025 and 2024; (v) Consolidated Statements of Cash Flows - Three Months Ended March 31, 2025 and 2024; and (vi) Notes to the Unaudited Consolidated Financial Statements.
104*						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
*						Filed herewith.
**						Furnished herewith.
†						Schedules to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish a copy of any omitted schedule to the SEC upon request.

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, thereunto duly authorized.


CAMDEN NATIONAL CORPORATION
(Registrant)

/s/ Simon R. Griffiths						May 8, 2025
Simon R. Griffiths						Date
President and Chief Executive Officer (Principal Executive Officer)

/s/ Michael R. Archer						May 8, 2025
Michael R. Archer						Date
Chief Financial Officer and Principal Financial & Accounting Officer

TABLE OF CONTENTS

Part I. Financial Information Item 1. Financial Statements Note 1 Basis Of Presentation Note 2 Recent Accounting Pronouncements Note 3 Business Combinations Note 4 Investments Note 5 Loans and Allowance For Credit Losses on Loans Note 6 Goodwill and Core Deposit Intangible Assets Note 7 Borrowings Note 8 Repurchase Agreements Note 9 Commitments and Contingencies Note 10 Derivatives and Hedging Note 11 Balance Sheet Offsetting Note 12 Regulatory Capital Requirements Note 13 Other Comprehensive Income (loss)Note 14 Revenue From Contracts with Customers Note 15 Employee Benefit Plans Note 16 Eps Note 17 Fair Value Measurement and Disclosure Item 2. Management's Discussion and Analysis Of Financial Condition Item 3. Quantitative and Qualitative Disclosure About Market Risk Item 4. Controls and Procedures Part II. Other Information Item 1. Legal Proceedings Item 1A. Risk Factors Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds Item 3. Defaults Upon Senior Securities Item 4. Mine Safety Disclosures Item 5. Other Information Item 6. Exhibits

Exhibits

10.1* Camden National Corporation Fourth Amended and Restated Defined Contribution Retirement Program, effectiveas ofMarch 28, 2025. 31.1* Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934. 31.2* Certification of Chief Financial Officer, Principal Financial & Accounting Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934. 32.1** Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2** Certification of Chief Financial Officer, Principal Financial & Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

CAC 10-Q Quarter ended March 31, 2025

Exhibits