Proxy Statement/Prospectus

Merger Proposal—Your Vote Is Important

On September 9, 2024, Camden National Corporation, which we refer to as Camden, and Northway Financial, Inc., which we refer to as Northway, entered into an Agreement and Plan of Merger, which we refer to as the merger agreement, pursuant to which Camden has agreed to acquire Northway.

Upon the terms and subject to the conditions of the merger agreement, Northway will merge with and into Camden, with Camden as the surviving corporation. We refer to this transaction as the merger.

Immediately following the merger, Northway Bank, a New Hampshire-chartered bank and wholly owned subsidiary of Northway, will merge with and into Camden National Bank, a national banking association and wholly owned subsidiary of Camden, with Camden National Bank as the resulting bank. We refer to this transaction as the bank merger.

Shareholders of Northway will receive 0.83 shares of Camden common stock, no par value per share, in exchange for each share of Northway common stock, par value $1.00 per share, that they own (other than any shares as to which statutory appraisal rights have been properly exercised and perfected). Northway shareholders will also receive cash in lieu of fractional shares of Camden common stock they would otherwise have received in the merger.

Camden common stock currently trades on the Nasdaq Stock Market LLC, or Nasdaq, under the symbol “CAC.” Northway common stock is quoted on the OTCQB Market under the symbol “NWYF”; however, the shares do not have an active trading market and are not traded frequently. The shares of Camden common stock issued pursuant to the merger will be registered under the Securities Act of 1933, as amended, and will trade on the Nasdaq at closing.

The value of the merger consideration will fluctuate as the market price of Camden common stock fluctuates before the completion of the merger.

Based on the closing price of Camden common stock as reported on Nasdaq of $37.90 as of September 9, 2024, the last full trading day prior to the announcement of the merger, the implied value of the merger consideration was approximately $31.46 per share of Northway common stock and the implied aggregate transaction value was approximately $86.6 million.

Based on the closing price of Camden common stock as reported on the Nasdaq of $   as of   , 2024, the last practicable date before the date of this proxy statement/prospectus, the implied value of the merger consideration was approximately $   per share of Northway common stock and the implied aggregate transaction value was approximately $   million. We urge you to obtain current market quotations for shares of Camden common stock.

We cannot complete the merger unless we obtain the necessary approval from the shareholders of Northway as described in the attached proxy statement/prospectus. Accordingly, Northway will hold a virtual special meeting of its shareholders in connection with the merger at   , local time, on   , which we refer to as the special meeting. Northway shareholders will be asked to vote to approve the merger agreement, which we refer to as the merger proposal, and to approve one or more adjournments of the special meeting, if necessary or appropriate, as determined by Northway, including adjournments to permit further solicitation of proxies in favor of the merger proposal, which we refer to as the adjournment proposal. Approval of the merger proposal requires the affirmative vote of a majority of the outstanding shares of common stock of Northway entitled to vote at the special meeting. The adjournment proposal will be approved if a majority of the shares present in person or represented by proxy at the special meeting and entitled to vote on the matter are voted in favor of the adjournment proposal.

Northway’s board of directors has unanimously adopted and approved the merger agreement, has unanimously determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable and in the best interests of Northway and its shareholders, and unanimously recommends that Northway shareholders vote “FOR” the merger proposal and “FOR” the adjournment proposal.

YOUR VOTE IS VERY IMPORTANT. We cannot complete the merger unless Northway’s shareholders approve the merger proposal. Regardless of whether you plan to attend the special meeting, please vote as soon as possible. If you hold stock in your name as a shareholder of record of Northway, please submit a proxy to have your shares voted as promptly as possible by signing and returning the accompanying proxy card in the enclosed postage-paid return envelope. You may also cast your vote at the special meeting. If you hold your stock in “street name” through a bank or broker, please follow the instructions on the voting instruction card furnished by the record holder.

The attached proxy statement/prospectus contains a more complete description of the merger agreement and the special meeting. You should read this entire proxy statement/prospectus carefully because it contains important information about the merger. In particular, you should read the information under the section entitled “Risk Factors” beginning on page 20. You may also obtain information about Camden from documents that it has filed with the Securities and Exchange Commission, which we refer to as the SEC.

This document serves as the proxy statement for the special meeting of Northway Financial, Inc. and the prospectus for the shares of common stock of Camden National Corporation to be issued in connection with the merger, and describes the shareholder meeting, the merger, the documents related to the merger and other related matters. We encourage you to read this proxy statement/prospectus in its entirety, including the documents attached as appendices and the section titled “Risk Factors” beginning on page 20.

Neither the SEC nor any state securities regulatory body has approved or disapproved of the securities to be issued under this proxy statement/prospectus or determined if this proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The securities to be issued in the merger are not savings or deposit accounts or other obligations of any bank or nonbank subsidiary of any of the parties, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

This proxy statement/prospectus is dated   , 2024, and is first being mailed to Northway’s shareholders on or about   , 2024.

 

Dear Shareholders of Northway Financial, Inc.:

Northway Financial, Inc., a New Hampshire corporation, which we refer to as Northway, will hold a special meeting of Northway shareholders virtually via live webcast, at   , local time, on   , which we refer to as the special meeting, to consider and vote on the following matters:

We have fixed the close of business on    as the record date for the special meeting. Only Northway shareholders of record on that date are entitled to notice of, and to vote at, the special meeting or any adjournment or postponement of the special meeting. Approval of the merger proposal requires the affirmative vote of holders of a majority of the outstanding shares of common stock of Northway entitled to vote at the special meeting. The adjournment proposal will be approved if a majority of the shares present or represented by proxy at the special meeting and entitled to vote on the matter are voted in favor of the adjournment proposal.

Northway’s board of directors has unanimously adopted and approved the merger agreement, has unanimously determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable and in the best interests of Northway and its shareholders, and unanimously recommends that Northway shareholders vote “FOR” the merger proposal and “FOR” the adjournment proposal.

Your vote is very important. We cannot complete the merger unless Northway’s shareholders approve the merger proposal. Regardless of whether you plan to attend the special meeting, please vote as soon as possible. If you hold stock in your name as a shareholder of record of Northway, please submit a proxy to have your shares voted as promptly as possible by signing and returning the accompanying proxy card in the enclosed postage-paid return envelope or by following the instructions on your proxy card to vote online. You may also cast your vote at the special meeting. If you hold your stock in “street name” through a bank or broker, please follow the instructions on the voting instruction card furnished to you by your bank or broker.

Northway shareholders should not send in any stock certificate(s) with their proxy card. If the merger is approved, transmittal materials with instructions for the submission of Northway stock certificates will be provided to Northway shareholders under separate cover and the stock certificates should be sent at that time.

Under New Hampshire law, Northway shareholders who do not vote in favor of the merger agreement will have the right to seek the fair value of their Northway common stock if the merger is completed, but only if they strictly comply with New Hampshire law procedures explained in the attached proxy statement/prospectus. See the section of the attached proxy statement/prospectus entitled “The Merger—Dissenters’ Rights” beginning on page 30. The applicable New Hampshire law is reproduced in its entirety in Appendix C to the attached proxy statement/prospectus.

The enclosed proxy statement/prospectus provides a detailed description of the special meeting, the merger, the documents related to the merger, and other related matters. We urge you to read the proxy statement/prospectus, including any documents incorporated in the proxy statement/prospectus by reference, and its appendices carefully and in their entirety.

If you have any questions concerning the merger, the merger agreement or the proxy statement/prospectus, would like additional copies of the proxy statement/prospectus without charge or need help voting your shares of Northway common stock, please contact our proxy solicitor, Alliance Advisors, LLC, by calling toll-free at (844) 670-2150, or via email to NWYF@allianceadvisors.com.

North Conway, New Hampshire

    , 2024

Camden files annual, quarterly and special reports, proxy statements and other business and financial information with the Securities and Exchange Commission, which we refer to as the SEC. Camden files reports and other business and financial information with the SEC electronically, and the SEC maintains a website located at http://www.sec.gov containing this information. You may also obtain these documents, free of charge, from Camden at its investor relations website, http://camdennationalcorporation.com under the tab “Documents” and then under “SEC Filings”.

Camden has filed a registration statement on Form S-4 of which this proxy statement/prospectus forms a part. As permitted by SEC rules, this document does not contain all of the information included in the registration statement or in the exhibits or schedules to the registration statement. You may read and copy the registration statement, including any amendments, schedules and exhibits, at the address set forth below. Statements contained in this document as to the contents of any contract or other documents referred to in this document are not necessarily complete. In each case, you should refer to the copy of the applicable contract or other document filed as an exhibit to the registration statement. This document incorporates by reference certain documents that Camden has previously filed with the SEC. They contain important information about Camden and its financial condition. For more information, please see the section entitled “Incorporation of Certain Documents by Reference.” These documents are available without charge to you upon written or oral request to Camden’s principal executive offices. The address and telephone number of Camden’s principal executive office is listed below:

Camden common stock is traded on the NASDAQ Global Market under the symbol “CAC.”

To obtain timely delivery of these documents, you must request the information no later than    , 2024 in order to receive them before Northway’s special meeting of shareholders.

Northway Financial, Inc. does not have a class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, is not subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act and, accordingly, does not file documents and reports with the SEC.

If you are a Northway shareholder and have any questions concerning the merger, the merger agreement or the proxy statement/prospectus, would like additional copies of the proxy statement/prospectus without charge or need help voting your shares of Northway common stock, please contact Northway’s proxy solicitor at the following address or telephone number:

Northway common stock is quoted on the OTCQB Market under the symbol “NWYF;” however the shares do not have an active trading market and are not traded frequently.

This proxy statement/prospectus, which forms part of a registration statement on Form S-4 (Registration Statement No. 333-   ) filed by Camden with the SEC, constitutes a prospectus of Camden for purposes of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the Camden common stock to be issued to Northway shareholders in exchange for shares of Northway common stock pursuant to the merger agreement, as such agreement may be amended or modified from time to time. This proxy statement/prospectus also constitutes a proxy statement for Northway. In addition, it constitutes a notice of special meeting with respect to the special meeting.

You should rely only on the information contained or incorporated by reference in this proxy statement/ prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated     , 2024, and you should not assume that the information contained in, or incorporated by reference into, this proxy statement/prospectus is accurate as of any date other than that date (or, in the case of documents incorporated by reference, their respective dates). Neither the mailing of this proxy statement/prospectus to Northway’s shareholders nor the issuance by Camden of shares of Camden common stock pursuant to the merger agreement will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or to any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Information contained in this proxy statement/prospectus regarding Camden has been provided by Camden and information contained in this proxy statement/prospectus regarding Northway has been provided by Northway.

The following are some questions that you may have regarding the proposals being considered at the special meeting of shareholders of Northway Financial, Inc. You should carefully read the remainder of this proxy statement/prospectus because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the appendices to, and the documents incorporated by reference in, this proxy statement/prospectus. See “Incorporation of Certain Documents by Reference” beginning on page 94.

Immediately following the completion of the merger, Northway Bank, a New Hampshire-chartered bank and wholly owned subsidiary of Northway, will merge with and into Camden National Bank, a national bank and wholly owned subsidiary of Camden, with Camden National Bank as the resulting bank and a wholly owned subsidiary of Camden. We refer to this transaction as the bank merger. Upon completion of the bank merger, Northway Bank’s banking offices will become banking offices of Camden National Bank.

In order to complete the merger, the Northway shareholders must approve the merger agreement. Northway shareholders are also being asked to approve one or more adjournments of the special meeting, if necessary or appropriate, as determined by Northway, including adjournments to permit further solicitation of proxies in favor of the merger agreement. For additional information regarding the proposals to be presented to Northway shareholders, please refer to the section entitled “Northway Proposals.” Northway will hold a special meeting to consider and vote on these proposals. This proxy statement/prospectus contains important information about the merger and the special meeting, and you should read it carefully and in its entirety. The enclosed voting materials allow you to vote your shares of Northway common stock, par value $1.00 per share, which we refer to as Northway common stock, without attending the special meeting.

We encourage you to submit a proxy to vote your shares of Northway common stock as promptly as possible so that your shares may be represented and voted at the special meeting.

This document is a proxy statement of Northway, and a prospectus with respect to the offering of shares of Camden common stock, no par value per share, which we refer to as Camden common stock, to be issued in connection with the merger.

The value of the merger consideration will fluctuate as the market price of Camden common stock fluctuates before the completion of the merger. Thus, the value of the merger consideration will not be known at the time of the special meeting and the market price of Camden common stock at the time of completion of the merger may be more or less than the current price of Camden common stock or the price of Camden common stock at the time of the special meeting.

Northway shareholder approval is required to complete the merger. Northway will transact no business at the special meeting other than as listed above.

The Adjournment Proposal: When a quorum is present, the adjournment proposal requires the affirmative vote of a majority of the shares of Northway common stock present in person or represented by proxy at the special meeting and entitled to vote on the matter.

You may also cast your vote via the Internet during the special meeting.

If your shares of Northway common stock are held in “street name,” through a broker, bank or other nominee, that institution will send you separate instructions describing the procedure for voting such shares. “Street name” shareholders who wish to vote at the meeting will need to obtain a proxy form from their broker, bank or other nominee.

voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to Northway or by voting at the special meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or other nominee.

Brokers who hold shares in “street name” for the beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from the beneficial owner. However, brokers are not allowed to exercise their voting discretion with respect to the approval of matters that are “non-routine” without specific instructions from the beneficial owner. Both proposals to be voted on at the special meeting are considered “non-routine” matters and, therefore, brokers, banks and other nominees do not have discretionary voting power on these matters.

If you are a Northway shareholder and you do not instruct your broker, bank or other nominee on how to vote your shares, then your broker, bank or other nominee may not vote your shares on either the merger proposal or the adjournment proposal, and your shares will not be counted as represented for purposes of establishing a quorum at the special meeting.

For the merger proposal, shares not represented at the special meeting are still considered outstanding and, therefore, will have the same effect as a vote “AGAINST” the proposal. Approval of the merger proposal requires the affirmative vote of holders of a majority of the outstanding shares of Northway common stock entitled to vote at the special meeting. Therefore, the failure of a holder of shares of Northway common stock to provide its bank, broker or other nominee with voting instructions will have the same effect as a vote “AGAINST” the merger proposal.

Abstentions will be counted as represented at the special meeting for purposes of determining the presence or absence of a quorum for all matters to be voted on at the special meeting.

For the merger proposal, if a Northway shareholder present at the special meeting abstains from voting, or responds by proxy with an “abstain” vote, it will have the same effect as a vote cast “AGAINST” the proposal. If a Northway shareholder is not present at the special meeting and does not respond by proxy, it will also have the same effect as a vote cast “AGAINST” the proposal.

When a quorum is present, the adjournment proposal requires the affirmative vote of a majority of the shares of Northway common stock present or represented by proxy at the special meeting and entitled to vote on the matter. Accordingly, for purposes of the adjournment proposal, abstentions will affect the outcome as they will be counted as shares represented at the meeting, but not voted affirmatively in favor of the adjournment proposal.

If you hold your shares of Northway common stock in “street name” through a broker, bank or other nominee and you do not give your broker, bank or other nominee instructions on how to vote, your broker, bank or other nominee will not be able to vote your shares of Northway common stock on either of the proposals at the special meeting and your shares of Northway common stock will not be represented at the special meeting. For the merger proposal, shares not represented at the special meeting are still considered outstanding and, therefore, will have the same effect as a vote “AGAINST” the proposal. For purposes of the adjournment proposal, shares not represented at the special meeting will affect the outcome only if the failure of such shares to be represented at the special meeting prevents a quorum from being established, as such shares will not be deemed to be present at the meeting for purposes of determining a quorum or the required majority vote.

If you are a Northway shareholder of record and you choose to send a written notice of revocation or to mail a new proxy card, you must submit your notice of revocation or your new proxy to:

Northway Financial, Inc.

Attn: Cassandra M. Tefft

PO Box 9

Berlin, NH 03570

(603) 752-1171

Any proxy that you submitted may also be revoked by submitting a new proxy via the Internet no later than    , at    , local time.

If your shares are held in “street name” through a broker, bank or other nominee and you have instructed your nominee how to vote your shares of Northway common stock, you must submit new voting instructions to your nominee. You should follow the instructions you receive from your broker, bank or other nominee in order to change or revoke your vote.

For a more detailed discussion of the material U.S. federal income tax consequences of the transaction, please see the section entitled “Material U.S. Federal Income Tax Consequences of the Merger.”

The tax consequences of the merger to any particular Northway shareholder will depend on that shareholder’s particular facts and circumstances. In addition, you may be subject to state, local or foreign tax laws that are not discussed in this joint proxy statement/prospectus. Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the merger.

In addition to the other information contained in or incorporated by reference into this proxy statement/prospectus, including the matters addressed under the caption entitled “Cautionary Statement Regarding Forward-Looking Statements,” and under “Item 1A. Risk Factors” in Camden’s Annual Report on Form 10-K for the year ended December 31, 2023, Northway shareholders should carefully consider the following factors in deciding whether to vote for Northway’s proposals. Please see the sections entitled “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.”

The number of shares of Camden common stock to be issued in the merger will not adjust based on the trading price of Camden common stock, and the market value of those shares at the effective time may vary significantly from the current price of Camden common stock or the price of Camden common stock at the time of the special meeting. Accordingly, at the time of the special meeting, Northway shareholders will not know or be able to calculate the market value of the shares of Camden common stock they might receive upon the completion of the merger.

The market price of Camden common stock could be subject to significant fluctuations due to changes in sentiment in the market regarding Camden’s operations or business prospects, including market sentiment regarding Camden’s entry into the merger agreement. These risks may be affected by, among other things:

Stock price changes may also result from a variety of other factors, many of which are outside of the control of Camden and Northway, including changes in the business, operations or prospects of Camden or Northway, regulatory considerations, and general business, market, industry or economic conditions. For more information, see the sections entitled “Description of the Merger Agreement—Merger Consideration” and “Description of the Merger Agreement—Termination.”

The merger consideration may be adjusted only under certain limited circumstances as set forth in the merger agreement.

There will be a time period between the completion of the merger and the time at which former Northway shareholders actually receive their shares of Camden common stock. Until shares are received, former Northway shareholders may not be able to sell their Camden shares in the open market and, therefore, may not be able to avoid losses resulting from any decrease, or secure gains resulting from any increase, in the trading price of Camden common stock during this period.

Upon completion of the merger, holders of Northway common stock will become holders of Camden common stock. Camden’s business differs from that of Northway. Accordingly, the results of operations of the combined company and the market price of Camden common stock after the completion of the merger may be affected by factors different from those currently affecting the independent results of operations of each of Camden and Northway. For a discussion of the business and market of each of Camden and Northway and of some important factors to consider in connection with the business of each of Camden and Northway, please see “Information about the Companies.”

Upon the completion of the merger, each share of Northway common stock, other than shares as to which dissenting rights have been properly exercised, will be converted into the right to receive 0.83 shares of Camden common stock. The exchange ratio is fixed in the merger agreement and will not be adjusted for changes in the market price of Camden common stock. Changes in the market price of shares of Camden common stock prior to the merger will affect the market value of the consideration that Northway shareholders will receive on the closing date of the merger. Stock price changes may result from a variety of factors (many of which are beyond Camden’s control), including the following factors:

The market price of Camden common stock at the closing of the merger may vary from its price on the date the merger agreement was executed, on the date of this proxy statement/prospectus and on the date of the Northway special meeting. As a result, the market value of the consideration for the merger represented by the exchange ratio also will vary.

Therefore, although the number of shares of Camden common stock to be issued per share of Northway common stock is fixed, Northway shareholders cannot be sure of the market value of the consideration they will receive upon completion of the merger.

Upon the completion of the merger, each former Northway shareholder will have a percentage ownership of Camden that is smaller than such shareholder’s current percentage ownership of Northway. Based on the number of issued and outstanding shares of Camden common stock and Northway common stock on June 30, 2024, and assuming no adjustment in the number of shares of Camden common stock to be issued as merger consideration pursuant to the merger agreement, shareholders of Northway, as a group, will receive shares in the merger constituting approximately 14% of Camden common stock expected to be outstanding immediately after the merger (without giving effect to any Camden common stock held by Northway shareholders prior to the merger). As a result, Northway shareholders, as a group, will have less influence on the board of directors, management and policies of Camden following the merger than they now have on the board of directors, management and policies of Northway.

Camden and Northway have operated independently and will continue to do so until the completion of the merger. The success of the merger, including anticipated benefits and cost savings, will depend on, among other things, Camden’s ability to successfully combine the businesses of Camden and Northway, including by minimizing any disruptions to the existing customer relationships and business functions of Camden or Northway, and avoiding any inconsistencies in standards, controls, procedures and policies. If Camden is not able successfully to achieve these objectives, the anticipated benefits of the merger may not be realized fully, or at all, or may take longer to realize

than expected. Failure to achieve these anticipated benefits could result in increased costs, decreases in the amount of expected revenues and diversion of management’s time and energy and could have an adverse effect on Camden’s business, financial condition, operating results and prospects. Among the factors considered by the boards of directors of each of Camden and Northway in connection with their respective approvals of the merger agreement were the anticipated benefits that could result from the merger. There can be no assurance that these benefits will be realized within the time periods contemplated or at all. To review the reasons for the merger in more detail, see “The Merger—Recommendation of the Northway Board of Directors and Northway’s Reasons for the Merger” and “The Merger—Camden’s Reasons for the Merger.”

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

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

If the merger agreement is terminated there may be various adverse consequences to Northway. For example, Northway’s business may have been adversely affected by the failure to pursue other beneficial opportunities due to the focus of management on the merger, without realizing any of the anticipated benefits of completing the merger.

In addition, if the merger agreement is terminated and the Northway board seeks another merger or business combination, Northway shareholders cannot be certain that Northway will be able to find a party willing to offer equivalent or more attractive consideration than the consideration Camden has agreed to provide in the merger, or that such other merger or business combination will be completed. Additionally, if the merger agreement is terminated under certain circumstances, Northway may be required to pay Camden a termination fee of $3,192,530. Please see the section entitled “Description of the Merger Agreement—Termination Fee.”

The interests of some of the directors and executive officers of Northway may be different from those of Northway shareholders generally. Although the Northway board knew about and considered these interests when making its decision to approve the merger agreement, and in recommending that Northway shareholders vote in favor of adopting the merger agreement, Northway shareholders should consider these interests when determining whether to vote to adopt the merger agreement. Please see the section entitled “The Merger—Interests of Certain Northway Directors and Executive Officers in the Merger.”

The merger agreement contains provisions that may discourage a third party from submitting a business combination proposal to Northway that might result in greater value to Northway shareholders than the proposed merger with Camden or may result in a potential competing acquirer proposing to pay a lower per share price to acquire Northway than it might otherwise have proposed to pay absent such provisions. These provisions include a general prohibition on Northway from soliciting, or entering into discussions with any third party regarding, any acquisition proposal or offers for competing transactions, subject to certain exceptions relating to the exercise of fiduciary duties by the Northway board. In addition, Northway may be required to pay a termination fee of $3,192,530 upon termination of the merger agreement in certain circumstances. Please see the sections entitled “Description of the Merger Agreement—Termination” and “Description of the Merger Agreement—Termination Fee.”

On September 9, 2024, the Northway board received an opinion from Performance Trust, its financial advisor, as to the fairness, as of such date, from a financial point of view, to the holders of Northway’s outstanding common stock of the merger consideration to be received by such holders in the merger pursuant to the merger agreement, based upon and subject to the qualifications, assumptions and other matters considered in connection with the preparation of its opinion. Performance Trust’s written opinion was delivered to the Northway board on the date of signing of the merger agreement. Changes in the operations and prospects of Northway or Camden may significantly alter the value of Northway or the price of Camden common stock by the time the merger is completed. The opinion does not speak as of the date of this proxy statement/prospectus or the time the merger will be completed or as of any date other than the date of such opinion.

For a description of the opinion that Northway received from its financial advisor, please refer to the section entitled “The Merger—Opinion of Northway’s Financial Advisor.” A copy of Performance Trust’s opinion is also attached to this proxy statement/prospectus as Appendix D.

Although presented with numeric specificity, the Camden and Northway prospective financial information provided in this proxy statement/prospectus is based on numerous variables and assumptions (including, but not limited to, those related to the banking industry, economic, market and financial conditions and additional matters specific to Camden’s or Northway’s businesses, as applicable) that are inherently subjective and uncertain and are outside the control of Camden and Northway. As a result, actual results may differ materially from the prospective financial information. Important factors that may affect actual results and cause the prospective financial information to not be achieved include, but are not limited to, risks and uncertainties relating to Camden’s and Northway’s businesses,

as applicable (including each company’s ability to achieve strategic goals, objectives and targets over applicable periods), liabilities that may be greater than anticipated, industry performance, general business and economic conditions. For more information, see the section entitled “The Mergers—Certain Unaudited Prospective Financial Information” beginning on page 36.

Each of Camden and Northway has incurred and expects that it will incur significant, nonrecurring costs in connection with consummating the merger. In addition, Camden will incur integration costs following the completion of the merger, including facilities and systems consolidation costs and employment-related costs. There can be no assurances that the expected benefits and efficiencies related to the integration of the businesses will be realized to offset these transaction and integration costs over time. See the risk factor entitled “—Camden may fail to realize the anticipated benefits of the merger.” Camden and Northway may also incur additional costs to maintain employee morale and to retain key employees. Camden and Northway will also incur significant legal, financial advisor, accounting, banking and consulting fees, fees relating to regulatory filings and notices, SEC filing fees, printing and mailing fees and other costs associated with the merger.

Upon completion of the merger, Northway shareholders will receive merger consideration consisting, in part, of Camden common stock and will become Camden shareholders and their rights as shareholders will be governed by the MBCA and Camden’s articles of incorporation and bylaws. The rights associated with Northway common stock are different from the rights associated with Camden common stock. Please see the section entitled “Comparison of Shareholders’ Rights” for a discussion of the different rights associated with Camden common stock.

This proxy statement/prospectus contains certain forward-looking information about Camden, Northway, and the combined corporation after the close of the merger, the anticipated benefits and related expenses to be incurred in connection with the merger and the integration of the companies’ businesses, as well as certain information about the businesses and strategies of Camden and Northway that is intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements and forward looking statements can be identified by use of the words such as “will,” “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project” or similar expressions. Such statements involve inherent risks, uncertainties and contingencies, many of which are difficult to predict and are generally beyond the control of Camden, Northway and the combined corporation. Readers are cautioned that a number of important factors could cause actual results to differ materially from those expressed in, or implied or projected by, such forward-looking statements. In addition to factors previously disclosed in reports filed by Camden with the SEC, risks and uncertainties for each institution and the combined institution include, but are not limited to:

All forward-looking statements included in this proxy statement/prospectus are based on information available at the time of the proxy statement/prospectus. Projected or estimated numbers are used for illustrative purposes only and are not forecasts, and actual results may differ materially.

Camden and Northway are under no obligation to (and expressly disclaim any such obligation to) update or alter these forward-looking statements, whether as a result of new information, future events or otherwise except as required by law.

The special meeting will be held virtually via live webcast, at     , local time, on     , local time. On or about     , Northway commenced mailing of this proxy statement/prospectus and the enclosed form of proxy to its shareholders entitled to vote at the special meeting.

At the special meeting, Northway shareholders will be asked to consider and vote upon the following proposals:

Northway will transact no other business at the special meeting other than as listed above.

After careful consideration, the Northway board has unanimously adopted the merger agreement and approved the transactions contemplated thereby, and unanimously determined that the merger agreement and the transactions contemplated thereby are fair to and in the best interests of Northway and its shareholders.

The Northway board recommends that you vote “FOR” the merger proposal and “FOR” the adjournment proposal. Please see the section entitled “The Merger—Recommendation of the Northway Board of Directors and Northway’s Reasons for the Merger.”

The Northway board has fixed the close of business on     , as the record date for determining the holders of shares of Northway common stock entitled to receive notice of and to vote at the special meeting.

As of the close of business on the record date, there were      shares of Northway common stock outstanding and entitled to vote at the special meeting held by approximately      shareholders of record. Each share of Northway common stock entitles the holder to one vote on each proposal to be considered at the special meeting.

A majority of shares entitled to vote, present in person or represented by proxy, constitutes a quorum for transacting business at the special meeting. Abstentions will be counted as represented at the special meeting for purposes of determining the presence or absence of a quorum for all matters voted on at the special meeting.

None of the proposals to be voted on at the special meeting are routine matters for which brokers may have discretionary authority to vote. Consequently, failure to provide instructions to your bank, broker or other nominee on how to vote will result in your shares not being counted as represented for purposes of establishing a quorum at the special meeting. Accordingly, such a failure would have an effect on the outcome of the vote if such failure prevents a quorum from being established. Please see “—Shares Held in ‘Street Name” below for further information.

As of the close of business on the record date, directors and executive officers of Northway owned and were entitled to vote      shares of Northway common stock, representing approximately      % of the shares of Northway common stock outstanding on that date. As of the close of business on the record date, Camden beneficially held no shares of Northway common stock.

Each of the directors and executive officers of Northway, in his or her capacity as a beneficial owner of shares of Northway common stock, has entered into a voting agreement with Camden, a copy of which is attached to this proxy statement/prospectus as Appendix B, in which each such director or executive officer has agreed to vote all shares of Northway common stock that he or she beneficially owns and has the power to vote in favor of the merger

proposal, the adjournment proposal any other matter that is required to be approved by the shareholders of Northway to facilitate the transactions contemplated by the merger agreement. The directors and executive officers also agreed to vote against any proposal that is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the merger or any of the transactions contemplated by the merger agreement and against any other acquisition proposal. As of the close of business on the record date, Northway’s directors and executive officers beneficially owned, in the aggregate,      shares of common stock, allowing them to exercise approximately      % of the voting power of Northway common stock.

Approval of the merger proposal requires the affirmative vote of holders of a majority of the outstanding shares of Northway common stock entitled to vote at the special meeting.

The adjournment proposal requires the affirmative vote of a majority of the shares of Northway common stock present or represented by proxy at the special meeting and entitled to vote on the matter.

For purposes of the special meeting, an abstention occurs when a Northway shareholder attends the special meeting, either in person or represented by proxy, but abstains from voting.

Abstentions will be counted as represented at the special meeting for purposes of determining the presence or absence of a quorum for all matters voted on at the special meeting.

Giving a proxy means that a shareholder authorizes the persons named in the proxy to vote such holder’s shares at the special meeting in the manner such holder directs. A Northway shareholder may vote by proxy or at the special meeting.

The method of voting by proxy differs for shares held by shareholders of record and shares held in “street name.”

If your shares of Northway common stock are registered directly in your name, you are considered the shareholder of record with respect to these shares. If you hold your shares in your name as a shareholder of record, you may submit your proxy before the special meeting by mail or online. You must follow the instructions provided on your proxy card to vote online or complete, sign, date and return the proxy card in the enclosed envelope. The envelope requires no additional postage if mailed in the United States.

You may also cast your vote at the special meeting. Please see “—Attending and Voting at the Special Meeting” below for further information.

Northway requests that Northway shareholders vote online or by completing, dating and signing the accompanying proxy and returning it to Northway as soon as possible in the enclosed postage-paid envelope. When the accompanying proxy is returned properly executed, the shares of Northway common stock represented by it will be voted at the special meeting in accordance with the instructions contained on the proxy card.

If you hold your shares of Northway common stock in your name as a shareholder of record, and you sign and return your proxy card without indicating how to vote on any particular proposal, the shares of Northway common stock represented by the proxy will be voted “FOR” the merger proposal and “FOR” the adjournment proposal.

Every shareholder’s vote is important. Accordingly, each Northway shareholder should promptly submit a proxy, whether or not the shareholder plans to attend the special meeting.

If you are a shareholder of record and your shares are registered in more than one name, you will receive more than one proxy card. If you hold your shares in more than one brokerage account, you may receive a separate voting instruction card for each brokerage account in which you hold shares. In each case, please complete, sign, date and return each proxy card and voting instruction form that you receive.

If your shares of Northway common stock are held in an account with a bank, broker or other nominee, which we refer to as shares held in “street name,” the bank, broker or other nominee is considered the shareholder of record with respect to these shares and you are the beneficial owner of these “street name” shares.

If your shares are held in “street name” through a broker, bank or other nominee, you will receive instructions from your broker, bank or other nominee that you must follow in order to vote your shares. You should refer to the voting form used by that firm to determine whether you may vote by telephone, Internet or mail.

If your shares are held in “street name,” Northway recommends that you mark, date, sign and promptly mail the voting instruction form provided by your bank, broker or other nominee in accordance with the instructions provided by such nominee. If you do not give your bank, broker or other nominees instructions on how to vote your shares of Northway common stock, your bank, broker or other nominees will not be able to vote your shares on either of the proposals at the special meeting and your shares will not be represented at the special meeting.

If your shares are held in “street name” through a broker, bank or other nominee you must either direct your nominee on how to vote your shares or obtain a proxy from such nominee to vote at the special meeting. If your shares are held in “street name,” you may only vote at the special meeting if you have proof of ownership of your shares of Northway common stock as of the record date and obtain a valid legal proxy from your bank, broker or other nominee that is the shareholder of record of such shares and present such items at the special meeting. Please see “—Attending and Voting at the Special Meeting” below for further information.

Brokers, banks or other nominees who hold shares in “street name” for the beneficial owner are not allowed to vote with respect to the approval of matters that are “non-routine” without specific instructions from the beneficial owner. A “broker non-vote” occurs on an item when (i) a bank, broker or other nominee has discretionary authority to vote on one or more proposals to be voted on at a meeting of stockholders, but is not permitted to vote on other proposals without instructions from the beneficial owner of the shares and (ii) the beneficial owner fails to provide the bank, broker or other nominee with such instructions. Both proposals to be voted on at the special meeting are considered “non-routine” matters and, therefore, brokers, banks and other nominees do not have discretionary voting power on these matters and there will not be any “broker non-votes” with respect to either proposal. Because none of the proposals to be voted on at the special meeting are routine matters for which brokers may have discretionary authority to vote, if you do not instruct your bank, broker or other nominee on how to vote your shares of Northway common stock, your bank, broker or other nominee may not vote such shares on either the merger proposal or the adjournment proposal.

Accordingly, if your shares of Northway common stock are held in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, then your bank, broker or other nominee will NOT be able to vote your shares of Northway common stock on either the merger proposal or the adjournment proposal.

If you hold your shares of Northway common stock in your name as a shareholder of record, you may change your vote at any time before your proxy is voted at the special meeting. You may do this in one of three ways:

If you are an Northway shareholder of record and you choose to send a written notice of revocation or to mail a new proxy card, you must submit your notice of revocation or your new proxy to:

Northway Financial, Inc.

Any proxy that you submitted may also be revoked by voting at the special meeting.

If your shares are held in “street name” through a broker, bank or other nominee and you have instructed your nominee how to vote your shares of Northway common stock, you must submit new voting instructions to your nominee. You should follow the instructions you receive from your bank, broker or other nominee on how to change or revoke your vote.

The special meeting will be held virtually via live webcast, at     , local time, on     . Northway shareholders will not be able to attend the meeting in person.

Northway shareholders may vote by proxy or at the Northway special meeting via the Northway special meeting website.

If your shares are held in “street name” through a broker, bank or other nominee, you will receive instructions from your broker, bank or other nominee that you must follow in order to have your shares of Northway common stock voted. Please vote each proxy that you receive—none are duplicates. Even if you plan to participate in the Northway special meeting, we recommend that you submit a proxy to vote your shares in advance so that your vote will be counted if you later are unable to participate in the Northway special meeting.

Under New Hampshire law, Northway shareholders who do not vote in favor of the merger agreement will have the right to seek the fair value of their Northway common stock if the merger is completed, but only if they strictly comply with New Hampshire law procedures explained in the attached proxy statement/prospectus. See the section of the attached proxy statement/prospectus entitled “The Merger—Dissenters’ Rights” beginning on page 36. The applicable New Hampshire law is reproduced in its entirety in Appendix C to the attached proxy statement/prospectus.

Northway is soliciting proxies for the special meeting from Northway shareholders on behalf of its board of directors. Northway will bear all of the costs of the proxy solicitation for the special meeting, including the costs of preparing, printing and mailing this proxy statement/prospectus to its shareholders. In addition to solicitations by mail, Northway’s directors, officers and employees may solicit proxies in person or by telephone, email, facsimile or other electronic methods without additional compensation. In addition, Alliance Advisors, LLC, a proxy solicitation firm, will assist Northway in soliciting proxies for the special meeting. Northway will pay approximately $20,000, plus expenses, for these services.

Northway will reimburse brokerage firms and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses incurred by them in forwarding proxy materials to the beneficial owners of shares of Northway common stock held in “street name” by such persons.

If you have any questions or need assistance in voting your shares, please contact Northway’s proxy solicitor, Alliance Advisors, LLC, by calling toll-free at (844) 670-2150, or via e-mail to NWYF@allianceadvisors.com.

As discussed throughout this proxy statement/prospectus, Northway is asking its shareholders to approve the merger agreement. Holders of shares of Northway common stock should read carefully this proxy statement/prospectus in its entirety, including the appendices and the documents incorporated herein by reference, for more detailed information concerning the merger agreement and the merger. In particular, holders of shares of Northway common stock are directed to the merger agreement, a copy of which is attached to this proxy statement/prospectus as Appendix A. Approval of the merger proposal requires the affirmative vote of holders of a majority of the outstanding shares of common stock of Northway.

The Northway board unanimously recommends a vote “FOR” the merger proposal.

The special meeting may be adjourned to another time and place, if necessary or appropriate, to permit, among other things, the further solicitation of proxies if there are insufficient votes at the time of the special meeting to approve the merger proposal.

If, at the special meeting, Northway does not have the affirmative vote of holders of a majority of the outstanding shares of common stock of Northway to approve the merger proposal, Northway intends to move to adjourn the special meeting in order to enable the Northway board to solicit additional proxies for approval of the merger proposal. If Northway shareholders approve the adjournment proposal, Northway could adjourn the special meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from shareholders who have previously voted. Approval of the adjournment proposal requires the affirmative vote of a majority of the shares of Northway common stock present or represented by proxy at the special meeting and entitled to vote on the matter.

The Northway board unanimously recommends a vote “FOR” the adjournment proposal.

Camden is a bank holding company incorporated in the state of Maine and headquartered in Camden, Maine. Camden completed its initial public offering in 1997. Camden’s banking subsidiary, Camden National Bank, is a national banking association chartered under the laws of the United States. Originally founded in 1875, the Camden National Bank became a direct, wholly-owned subsidiary of Camden as a result of a corporate reorganization in 1984. Camden National Bank provides a broad array of banking and other financial services to consumer, institutional, municipal, non-profit and commercial customers. As of June 30, 2024, Camden National Bank had 56 branches in 13 of Maine’s 16 counties, two locations in New Hampshire, including a branch in Portsmouth and a commercial loan production office in Manchester and 65 ATMs. Camden National Bank optimizes its in-person professional financial guidance with state-of-the-art technology, delivered through sophisticated digital channels. These digital products empower customers to bank anywhere at any time, including, but not limited to, online and mobile banking; MortgageTouch™, an easy-to-use online platform for consumer borrowers; BusinessTouch™, an online loan application system with instant approval, making borrowing faster and easier for small businesses; and TreasuryLink™, a secure online platform designed to offer advanced cash management, monitoring capabilities and controls for commercial customers. As of June 30, 2024, Camden had consolidated total assets of approximately $5.7 billion and total deposits of approximately $4.5 billion.

Camden’s principal executive office is located at 2 Elm Street, Camden, Maine 04843. Camden’s telephone number is (207) 236-8821, and Camden’s website address is www.camdennational.bank. Information on Camden’s website is not a part of this proxy statement/prospectus and is not incorporated herein. Camden common stock is traded on Nasdaq under the ticker symbol “CAC.”

Additional information about Camden and its subsidiaries may be found in the documents incorporated by reference into this proxy statement/prospectus. Please also see the section entitled “Where You Can Find More Information.”

Northway, headquartered in North Conway, New Hampshire, is a bank holding company formed in 1997 under the laws of New Hampshire and is registered under the Bank Holding Company Act of 1956, as amended. Northway’s only business activity is to own all the shares of, and provide management, capital, and operational support to Northway Bank, its subsidiary, which is headquartered in Berlin, New Hampshire, and two Delaware statutory business trusts, Northway Capital Trust III and Northway Capital Trust IV. Northway Bank provides an array of banking and other financial services to individuals, small businesses and commercial customers. As of June 30, 2024, Northway Bank has 17 branches, one administrative office, and 16 ATMs.

Northway’s principal executive office is located at 3424 White Mountain Highway, North Conway, NH 03860. Northway’s telephone number is (603) 752-1171, and Northway’s website address is www.northwaybank.com. Information on Northway’s website is not a part of this proxy statement/prospectus and is not incorporated herein. Northway common stock is quoted on the OTCQB Market under the symbol “NWYF;” however, the shares do not have an active trading market and are not traded frequently.

Total assets were $1,276 million as of June 30, 2024, a decrease from $1,290 million as of December 31, 2023, and $1,369 million as of June 30, 2023. Total assets decreased $93 million or 6.8% when compared to June 30, 2023, primarily due to the sale of securities and a decrease in loans. For the six months ended June 30, 2024, no securities were sold and total loans increased.

Total loans, before the allowance for credit losses, were $929 million as of June 30, 2024, an increase of $9 million from $920 million as of December 31, 2023, and a decrease of $32 million from $961 million as of June 30, 2023. Northway’s loan portfolio as of June 30, 2024, was comprised primarily of residential real estate loans and commercial real estate loans. One- to four-family residential real estate loans represented 53% of Northway’s loan portfolio as of June 30, 2024, compared to 56% as of December 31, 2023, and June 30, 2023. Commercial real estate loans, which include multi- family properties, represented 29% of the portfolio as of June 30, 2024, compared to 29% as of December 31, 2023, and June 30, 2023.

Total deposits of $1,015 million as of June 30, 2024, increased from $996 million as of December 31, 2023, and decreased from $1,061 million as of June 30, 2023. Demand deposit account balances of $201 million as of June 30, 2024, decreased from $207 million as of December 31, 2023, and $213 million as of June 30, 2023. Savings account balances of $651 million as of June 30, 2024, decreased from $661 million as of December 31, 2023, and $697 million as of June 30, 2023. The decrease in savings account balances, which include NOW and money market deposit accounts, was primarily due to the migration from savings accounts to certificates of deposits. Total certificate of deposit balances increased to $163 million as of June 30, 2024, compared to $128 million as of December 31, 2023, and $151 million as of June 30, 2023.

As of June 30, 2024, Northway had total principal balances of $2.1 million more than 30 days overdue of which $1.1 million were past due 90 or more days, an increase from $1.6 million as of December 31, 2023, of which $901,000 were past due for 90 or more days. Past due loans represented 0.23% of total loans as of June 30, 2024, an increase from 0.18% as of December 31, 2023. Loans of $3.6 million were non-accrual as of June 30, 2024, an increase from $2.6 million as of December 31, 2023.

Gross charge offs and recoveries for the six-month period ended June 30, 2024, were $113,000 and $122,000, respectively. The gross charge off amounts represents 0.01% of the average loan balances, compared to $160,000, or 0.02% of average loans for the twelve-month period ended December 31, 2023, and $92,000, or 0.01% of average loans for the six-month period ended June 30, 2023.

The ratio of the allowance for credit losses to total loans was 1.15% as of June 30, 2024, compared to 1.16% as of December 31, 2023, and 1.16% as of June 30, 2023.

Northway Bank is “well capitalized” under the FDIC’s prompt corrective action rules and Northway is a “well capitalized” bank holding company as defined in the Federal Reserve’s Regulation Y. Northway Bank’s Tier 1 capital to average assets ratio was 9.21% as of June 30, 2024, compared to 8.30% as of December 31, 2023, and 8.16% as of June 30, 2023. As of June 30, 2024, Northway Bank’s Tier 1 capital to risk-weighted assets ratio was 14.75%, compared to 14.40% as of December 31, 2023, and 13.59% as of June 30, 2023. Northway Bank’s total capital to risk weighted assets ratio was 16.00% as of June 30, 2024, compared to 15.65% as of December 31, 2023, and 14.84% as of June 30, 2023.

For the six -month period ended June 30, 2024, Northway reported net income of $2.4 million, or $0.86 per basic share, a decrease of $727,000 from $3.1 million, or $1.13 per basic share, reported for the six-month period ended June 30, 2023. The decrease in net income was driven by an increase in interest expense, the result of Northway’s decision to protect and grow its retail deposit base.

Northway’s annualized return on average assets was 0.38% for the six-month period ended June 30, 2024, compared to 0.47% for the six-month period ended June 30, 2023. The annualized return on average shareholders’ equity was 6.77% for the six-month period ended June 30, 2024, compared to 9.15% for the six-month period ended June 30, 2023.

Northway’s net interest margin was 2.60% for the six-month period ended June 30, 2024, down from 2.70% for the six-month period ended June 30, 2023. The decrease in the net interest margin was primarily the result of rising short-term interest rates and an increase in consumer deposit rates.

Total assets of $1,290 million as of December 31, 2023, represented a decrease of $13 million from $1,303 million as of December 31, 2022. The decrease in assets was driven primarily by a decrease in net loans which were $10 million lower than December 31, 2022.

Total loans, before the allowance for credit losses, decreased to $920 million as of December 31, 2023, which represented a decrease of $10 million from the $930 million reported as of December 31, 2022. Northway’s loan portfolio as of December 31, 2023, was comprised primarily of residential and commercial real estate loans. One- to four-family real estate loans represented 56% of Northway’s loan portfolio as of December 31, 2023, compared to 57% as of December 31, 2022. Commercial real estate loans, which also include multi-family properties, represented 29% of the portfolio as of December 31, 2023, compared to 30% as of December 31, 2022.

Total deposits of $996 million as of December 31, 2023, represented a decrease of $66 million from $1,062 million reported as of December 31, 2022. Demand deposit account balances of $207 million as of December 31, 2023, represented a decrease from $249 million or 17%. Savings deposit balances, which includes NOW and money market deposit accounts, of $661 million as of December 31, 2023, decreased from $694 million as of December 31, 2022. The decrease in demand and saving balances was the result of outflows from the deposit surge generated by the various national and state funding programs associated with the COVID-19 pandemic. Total certificate of deposit balances increased to $128 million as of December 31, 2023, from $119 million as of December 31, 2022.

Northway had approximately $2.8 million in nonperforming loans as of December 31, 2023, an increase from $2.2 million as of December 31, 2022. Nonperforming loans represented 0.31% of total loans at December 31, 2023 an increase from 0.23% of total loans as of December 31, 2022.

For the year ended December 31, 2023, Northway reported net charge offs totaling $16,000. For the year ended December 31, 2022, Northway reported net recoveries totaling $94,000.

The allowance for credit losses to total loans was 1.16% as of December 31, 2023, compared to the allowance for loan and leases losses to total loans of 1.23% as of December 31, 2022.

Northway Bank is “well capitalized” under the FDIC’s prompt corrective action rules and Northway is a “well capitalized” bank holding company as defined in the Federal Reserve’s Regulation Y. Northway Bank’s Tier 1 capital to average assets ratio was 8.30% as of December 31, 2023, compared to 8.15% as of December 31, 2022. As of December 31, 2023, Northway Bank’s Tier 1 capital to risk-weighted assets ratio was 14.40% compared to 13.47% as of December 31, 2022. Northway Bank’s total capital to risk weighted assets ratio was 15.65% as of December 31, 2023, compared to 14.72% as of December 31, 2022.

For the year ended December 31, 2023, Northway reported net income of $5.8 million, or $2.10 per basic share, an increase of $3.1 from the $2.7 million, or $0.97 per basic share, reported for the year ended December 31, 2022. The increase in net income was primarily the result of an increase in total noninterest income of $2.0 million from $3.0 million reported for the year ended December 31, 2023, compared to $1.0 million reported for the year ended December 31, 2022. The rapid rise in interest rates in 2022 and the adverse market conditions in the equity market drove the lower noninterest income in 2022. Net interest income after provision for credit losses for the year ended December 31, 2023, increased to $34.9 million from $33.8 million for the year ended December 31, 2022. The provision for credit losses decreased to ($405,000) as of December 31, 2023, from $1.8 million for the year ended December 31, 2022.

Northway’s net interest margin was 2.63% for the year ended December 31, 2023, a decrease from 2.90% for the year ended December 31, 2022.

Northway’s annualized return on average assets was 0.43% for the year ended December 31, 2023, compared to 0.21% for the year ended December 31, 2022. The annualized return on average shareholders’ equity was 8.76% for the year ended December 31, 2023, compared to 3.42% for the year ended December 31, 2022.

The following is a discussion of the merger and the material terms of the merger agreement between Camden and Northway. You are urged to read carefully the merger agreement in its entirety, a copy of which is attached as Appendix A to this proxy statement/prospectus and incorporated by reference herein. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. This section is not intended to provide you with any factual information about Camden or Northway. Such information can be found elsewhere in this proxy statement/prospectus and in the public filings Camden and Northway make with the SEC, as described in the section entitled “Where You Can Find More Information.”

Camden’s and Northway’s boards of directors have approved the merger agreement and the transactions contemplated thereby. The merger agreement provides for the merger of Northway with and into Camden, with Camden continuing as the surviving corporation. Immediately following the completion of the merger, Northway Bank will merge with and into Camden National Bank, with Camden National Bank as the resulting bank.

In the merger, each share of Northway common stock outstanding immediately prior to the effective time, other than shares as to which dissenting rights have been properly exercised, shares that are held by Northway in treasury or shares that are held by Northway, Camden or any of their respective subsidiaries (other than in a fiduciary capacity), will be converted into the right to receive the merger consideration consisting of 0.83 shares of Camden common stock, as further described in the section entitled “Description of the Merger Agreement—Merger Consideration.” For each fractional share of Camden common stock that would otherwise be issued, Camden will pay cash in an amount equal to the fraction of a share (rounded to the nearest cent) of Camden common stock which the holder would otherwise be entitled to receive multiplied by an average stock price of Camden common stock as provided in the merger agreement. No interest will be paid or accrue on the cash payable to holders in lieu of fractional shares. The merger consideration may be adjusted only under certain limited circumstances described in the section entitled “Description of the Merger Agreement—Merger Consideration.”

The market value of the merger consideration will fluctuate with the price of Camden common stock, and the value of the shares of Camden common stock that holders of shares of Northway common stock will receive upon consummation of the merger may be different than the value of the shares of Camden common stock that holders of shares of Northway common stock would receive if calculated on the date Camden and Northway announced the merger, on the date that this proxy statement/prospectus is being mailed to Northway shareholders, or on the date of the special meeting of Northway shareholders.

Based on the closing price of Camden common stock as reported on Nasdaq of $37.90 as of September 9, 2024, the trading day on which the public announcement of the merger was made, and assuming there are no adjustments pursuant to the merger agreement, the implied value of the merger consideration was approximately $31.46 per share of Northway common stock and the implied aggregate transaction value on a fully diluted basis was approximately $86.6 million.

Based on the closing price of Camden common stock as reported on Nasdaq of $    as of    , 2024, the last practicable date before the date of this proxy statement/prospectus, and assuming there are no adjustments pursuant to the merger agreement, the implied value of the merger consideration was approximately $    per share of Northway common stock and the implied aggregate transaction value on a fully diluted basis was approximately $   . We urge you to obtain current market quotations for shares of Camden common stock.

Northway does not have any equity awards outstanding.

From time to time, the Northway board has considered various strategic alternatives to enhance shareholder value, including potential strategic transactions. In the ordinary course, Northway’s President and Chief Executive Officer, William J. Woodward, has received inquiries from other banking institutions or their advisors regarding Northway,

and engaged in conversations with members of management of other banking institutions, including Camden, regarding a possible business combination. In the course of these conversations, Camden expressed a general interest in expanding in New Hampshire through a possible strategic transaction with Northway; however, prior to 2023, the parties did not engage in more significant discussions.

In October 2023, Mr. Woodward communicated with the then-President and Chief Executive Officer of Camden, Gregory A. Dufour, congratulating him on his upcoming retirement. Mr. Woodward and Mr. Dufour spoke on October 11, 2023, at which time Mr. Dufour reiterated an interest in discussing a potential business combination between Camden and Northway. On October 18, 2023, Northway and Camden executed a confidentiality agreement. At an executive session of Northway’s regularly scheduled board meeting held on October 26, 2023, Mr. Woodward updated the Northway board about his conversation with Mr. Dufour.

On November 9, 2023, Mr. Woodward, Mr. Dufour, Lawrence J. Sterrs, Chairman of Camden, and Simon Griffiths, Mr. Dufour’s announced successor and current CEO of Camden, met to discuss a potential business combination. Mr. Woodward, Mr. Dufour, Mr. Sterrs and Mr. Griffiths also had follow-up conversations. At an executive session of Northway’s regularly scheduled board meeting held on November 30, 2023, Mr. Woodward updated the Northway board about the conversations.

On December 4, 2023, Mr. Woodward requested that Mr. Dufour submit a non-binding expression of interest on behalf of Camden.

On December 20, 2023, the Northway board received a letter from Camden setting forth Camden’s interest in, and the merits of, a combination with Northway. The letter did not include an indication of value of Northway.

On January 25, 2024, the board of Northway met in executive session to discuss the letter received from Camden, and authorized Mr. Woodward to interview investment banking firms to assist Northway with a review of, among other things, (i) Northway’s business strategy, (ii) its performance and strategic prospects in the context of the local and national economic environment, (iii) developments in the regulation of financial institutions, (iv) the mergers and acquisitions environment for financial institutions and (v) capital management strategies and the competitive landscape, with the goal of exploring potential options to best enhance value for Northway’s shareholders.

On February 22, 2024, the Northway board met in executive session at its regularly scheduled meeting and authorized Mr. Woodward to engage Performance Trust as financial advisor to Northway. The Northway board’s decision to engage Performance Trust was based upon several factors, including Performance Trust’s familiarity with Northway and its strategic goals as well as Performance Trust’s experience and reputation generally with respect to representing financial institutions in mergers and acquisitions and in the capital markets.

On March 7, 2024, Northway formally engaged Performance Trust in its review of strategic alternatives.

On March 28, 2024, Performance Trust met with the Northway board to discuss strategic alternatives, including an update on the bank operating environment and the merger and acquisition market. The discussion included benefits and considerations of potentially combining with a larger banking institution such as Camden. At an executive session of the meeting, the Northway board authorized representatives from Performance Trust to request a preliminary due diligence list from Camden’s financial advisor, Raymond James, so that Camden could provide a non-binding expression of interest that would include an indication of value of Northway. Thereafter, Northway began providing preliminary due diligence materials to Camden, including through Northway’s and Camden’s respective financial advisers.

On April 22, 2024, Camden submitted a non-binding expression of interest providing for an all-stock transaction with a fixed exchange ratio of 0.70 shares of Camden common stock in exchange for each share of Northway common stock, which valued Northway common stock at $21.22 per share based on the market price of Camden common stock on April 22, 2024. Camden also offered one board seat to a member of Northway’s board. The non-binding expression of interest also included a 60-day exclusivity period.

On April 25, 2024, at an executive session of the Northway board’s regularly scheduled meeting, the Northway board discussed the non-binding expression of interest.

Following the receipt of the non-binding expression of interest, representatives from Performance Trust and Raymond James discussed, on several occasions, the terms of the non-binding expression of interest, and Performance Trust representatives, with the authorization of Northway, communicated Northway’s view that the exchange ratio and resulting merger consideration did not reflect an appropriate level of intrinsic value for Northway.

On May 6, 2024, Camden submitted an updated non-binding expression of interest increasing the fixed exchange ratio to 0.75 shares of Camden common stock in exchange for each share of Northway common stock, which valued Northway common stock at $24.06 per share based on the market price of Camden common stock on May 6, 2024. Performance Trust representatives, with the authorization of Northway, again communicated that the updated exchange ratio and resulting merger consideration did not, in Northway’s view, reflect an appropriate level of intrinsic value for Northway.

On May 8, 2024, Performance Trust, with the authorization of Northway, communicated to Raymond James a counter-offer for a fixed exchange ratio of 0.88 shares of Camden common stock in exchange for each share of Northway common stock, which valued Northway common stock at $28.28 per share based on the market price of Camden common stock on May 8, 2024. The counter-offer also included offering one Camden board seat to a member of Northway’s board, and a 30-day exclusivity period.

On May 10, 2024, Mr. Griffiths indicated by email to Mr. Woodward that Camden would not be updating further its non-binding expression of interest.

In May 2024, Northway received inquiries from two other parties expressing interest in a potential business combination. Northway executed confidentiality agreements with each party. Neither party formally submitted or communicated an expression of interest to Northway.

On June 7, 2024, Mr. Woodward and Mr. Sterrs had a conversation about the advantages of a potential business combination between Northway and Camden. On June 10, 2024, Mr. Sterrs indicated to Mr. Woodward that Camden would like to review additional due diligence materials and update its non-binding expression of interest.

On June 25, 2024, Camden submitted a further updated non-binding expression of interest proposing an all-stock transaction with a fixed exchange ratio of 0.83 shares of Camden common stock in exchange for each share of Northway common stock, which valued Northway common stock at $25.99 per share based on the market price of Camden common stock on June 25, 2024. The expression of interest also included offering one Camden board seat to a member of Northway’s board and a 45-day exclusivity period.

On July 2, 2024, the Northway board held a special meeting at which representatives of Performance Trust and Goodwin Procter LLP, counsel to Northway, were present. At this meeting, the Northway board discussed Camden’s June 25 proposal. At the conclusion of the meeting, the board determined to authorize Mr. Woodward to execute the expression of interest, including the exclusivity period in the expression of interest. The expression of interest was executed on July 2, 2024.

On July 9, 2024, Camden submitted to Northway a full due diligence list and continued its due diligence of Northway. Northway commenced its reverse due diligence investigation of Camden.

On July 17, 2024, a first draft of the merger agreement was provided by Goodwin Procter LLP to Sullivan & Cromwell LLP, counsel to Camden.

Between August 9 and September 9, 2024, Goodwin Procter LLP and Sullivan & Cromwell LLP exchanged revised drafts of the merger agreement.

On August 14, 2024, Northway executed an amendment to the expression of interest extending the exclusivity period by 30 days.

On August 27, 2024, representatives of Northway and Camden met to engage in further due diligence and reverse due diligence.

On September 4, 2024, the Northway board held a special meeting to review the draft merger agreement and related documentation that were distributed in advance of the meetings. Representatives of Performance Trust reviewed the financial metrics of the proposed transaction. Goodwin Procter LLP reviewed in detail the provisions of the merger agreement, including the representations and warranties, the various negative and affirmative covenants, the termination provisions, the non-solicitation and related termination fee provisions, the bank merger agreement, and the voting agreements requested of the Northway directors and executive officers.

On September 9, 2024, the Northway board held a special meeting. Goodwin Procter LLP reviewed the changes to the merger agreement and related documentation since the September 4, 2024 board meeting. Representatives of Performance Trust reviewed the financial aspects of the proposed merger based on the financial terms of the merger agreement and provided the Northway board with its fairness opinion, to the effect that, as of such date the merger

consideration set forth in the merger agreement was fair, from a financial point of view, to the holders of Northway common stock. The Northway board then (i) determined that the merger agreement and the merger were in the best interests of Northway and its shareholders, (ii) adopted and approved the merger agreement, (iii) recommended that Northway shareholders approve the merger agreement, and (iv) directed that the merger agreement be submitted for consideration by the Northway shareholders at a special meeting of Northway shareholders. Northway and Camden executed the merger agreement and bank merger agreement, and Camden entered into voting agreements with each of the directors and executive officers of Northway.

On September 10, 2024, before the U.S. stock markets opened, Northway and Camden issued a joint press release announcing the transaction.

In reaching its decision to adopt and approve the merger agreement, and to recommend that Northway shareholders adopt the merger agreement, the Northway board evaluated the merger in consultation with Northway’s management, as well as Northway’s independent financial and legal advisors, and considered a number of factors, including the following material factors:

The Northway board also considered potential risks relating to the merger, including the following:

The discussion of the information and factors considered by the Northway board is not exhaustive, but includes the material factors considered by the Northway board. In view of the wide variety of factors considered by the Northway board in connection with its evaluation of the merger and the complexity of these matters, the Northway board did not attempt to quantify, rank, or otherwise assign relative weights to the specific factors that it considered in reaching its decision. Furthermore, in considering the factors described above, individual members of the Northway board may have given different weights to different factors. The Northway board evaluated the factors described above and reached the decision that the merger was in the best interests of Northway and its shareholders. The Northway board realized that there can be no assurance about future results, including results expected or considered in the factors listed above. However, the Northway board concluded that the potential positive factors outweighed the potential risks of completing the merger. It should be noted that this explanation of the Northway board’s reasoning and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 25.

On the basis of these considerations, the Northway board adopted and approved the merger agreement and the transactions contemplated by the merger agreement and recommended to the shareholders that they adopt the merger agreement and the transactions contemplated by the merger agreement.

The Northway board has adopted and approved the merger agreement and recommends that Northway shareholders vote “FOR” approval of the merger agreement and the transactions contemplated thereby.

Northway retained Performance Trust to act as financial advisor to the Northway board in connection with Northway’s consideration of a possible business combination. Northway selected Performance Trust to act as its financial advisor based on, among other things, its view that Performance Trust is a leading investment banking firm in the community banking industry. In the ordinary course of its investment banking business, Performance Trust is regularly engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions.

Performance Trust acted as financial advisor to the Northway board in connection with the merger and participated in certain of the negotiations leading to the execution of the merger agreement. At the September 9, 2024 meeting at which the Northway board considered the merger and the merger agreement, Performance Trust delivered to the board its oral opinion, which was subsequently confirmed in writing on September 9, 2024, to the effect that, as of such date, the merger consideration was fair to the holders of Northway common stock from a financial point of view. The full text of Performance Trust’s opinion is attached as Appendix D to this proxy statement / prospectus. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Performance Trust in rendering its opinion. The description of the opinion set forth below is qualified in its entirety by reference to the full text of the opinion. Holders of Northway common stock are urged to read the entire opinion carefully in connection with their consideration of the proposed merger.

Performance Trust’s opinion was directed to the Northway board in connection with its consideration of the merger and the merger agreement and does not constitute a recommendation to any shareholder of Northway as to how any such shareholder should vote at any meeting of shareholders called to consider and vote upon the approval of the merger agreement. Performance Trust’s opinion was directed only to the fairness, from a financial point of view, of the merger consideration to the holders of Northway common stock and did not address the underlying business decision of Northway to engage in the merger, the form or structure of the merger or any other transactions contemplated in the merger agreement, the relative merits of the merger as compared to any other alternative transactions or business strategies that might exist for Northway or the effect of any other transaction in which Northway might engage. Performance Trust also did not express any opinion as to the fairness of the amount or nature of the compensation to be received in the merger by any officer, director or employee of Northway, or any class of such persons, if any, relative to the compensation to be received in the merger by any other shareholder. Performance Trust’s opinion was approved by Performance Trust’s fairness opinion committee.

In connection with its opinion, Performance Trust reviewed and considered, among other things: