Camden National Corp: Form 10-Q for the period ended Sep 30, 2025

AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

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

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

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

• weakness in the United States economy in general and the regional and local economies within the Northern New England region, which could result in a deterioration of credit quality, an increase in the allowance for credit losses or a reduced demand for the Company’s credit or fee-based products and services;
• changes in trade, monetary, and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System or the imposition of tariffs or retaliatory tariffs;
• inflation, interest rate, market, and monetary fluctuations;
• impacts of political events, including government shutdowns;
• ongoing competition in the labor markets and increased employee turnover;
• the adequacy of succession planning for key executives or other personnel, and the Company’s ability to transition effectively to new members of the senior executive team;
• competitive pressures, including continued industry consolidation and the increased financial services provided by non-banks;
• deterioration in the value of the Company's investment securities;
• commercial real estate vacancies and their impact on the ability of borrowers to repay their loans;
• volatility in the securities markets that could adversely affect the value or credit quality of the Company’s assets, impairment of goodwill, or the availability and terms of funding necessary to meet the Company’s liquidity needs;
• changes in information technology and other operational risks, including cybersecurity, that require increased capital spending;
• changes in consumer spending and savings habits;
• changes in tax, banking, securities and insurance laws and regulations;
• the outcome of pending and future litigation and governmental proceedings, including tax-related examinations and other matters;
• changes in accounting policies, practices and standards, as may be adopted by the regulatory agencies as well as the Financial Accounting Standards Board ("FASB"), and other accounting standard setters;
• the effects of climate change on the Company and its customers, borrowers or service providers;
• the effects of civil unrest, international hostilities, including the war in Ukraine and conflict in the Middle East, or other geopolitical events;
• the effects of epidemics and pandemics;
• turmoil and volatility in the financial services industry, including failures or rumors of failures of other depository institutions, which could affect the ability of depository institutions, including Camden National Bank, to attract and retain depositors, and could affect the ability of financial services providers, including the Company, to borrow or raise capital;
• actions taken by governmental agencies to stabilize the financial system and the effectiveness of such actions;
• increases in deposit insurance assessments due to bank failures;
• changes to regulatory capital requirements in response to recent developments affecting the banking sector; and
• questions about the soundness of one or more financial institutions with which the Company does business.

In addition, statements regarding the potential effects of notable national and global current events on the Company’s business, financial condition, liquidity and results of operations may constitute forward-looking statements and are subject to the risk that the actual effects may differ, possibly materially, from what is reflected in those forward-looking statements due to factors and future developments that are uncertain, unpredictable and in many cases beyond the Company's control.

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

• the reaction to the transaction of the companies’ customers, employees and counterparties;
• customer disintermediation;
• expected synergies, cost savings and other financial benefits of the proposed transaction might not be realized within the expected timeframes or might be less than projected; and
• credit and interest rate risks associated with Camden's and Northway's respective businesses, customers, borrowings, repayment, investment and deposit practices.

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

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

NON-GAAP FINANCIAL MEASURES AND RECONCILIATION TO GAAP

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

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

(In thousands, except number of shares, per share data and ratios)

53

(In thousands, except number of shares, per share data and ratios)

(1) Assumed a 21% tax rate.

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

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

(Dollars in thousands)

54

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

(Dollars in thousands)

(1) Assumed a 21% tax rate.

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

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

(Dollars in thousands)

(1) Assumed a 21% tax rate.

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

(Dollars in thousands)

(1) Recognized $3.8 million and $12.4 million of net accretion income on loans from purchase accounting for the three and nine months ended September 30, 2025, respectively.

(2) Recognized $937,000 and $2.6 million of net accretion income on investments from purchase accounting for the three and nine months ended September 30, 2025, respectively.

(3) Recognized $132,000 and $394,000 million of amortization expense on time deposits and borrowings from purchase accounting for the three and nine months ended September 30, 2025, respectively.

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

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

(Dollars in thousands, except number of shares, per share data and ratios)

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

(Dollars in thousands)

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

(Dollars in thousands)

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

CRITICAL ACCOUNTING ESTIMATES

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

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

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

GENERAL OVERVIEW

Camden National Corporation (hereafter referred to as “we,” “our,” “us,” or the “Company”) is a publicly-held bank holding company, with $7.0 billion in assets as of September 30, 2025, incorporated under the laws of the State of Maine and headquartered in Camden, Maine. Camden National Bank (the "Bank"), a wholly-owned subsidiary of the Company, was founded in 1875. The Company was founded in 1984, went public in 1997 and is registered with NASDAQ Global Market (“NASDAQ”) under the ticker symbol "CAC."

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

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

EXECUTIVE OVERVIEW

Net income for the three and nine months ended September 30, 2025, was $21.2 million and $42.6 million, respectively, an increase of 62% and 11%, compared to the same periods in 2024. Diluted EPS for the three and nine months ended September 30, 2025, was $1.25 and $2.51, respectively, an increase of 39% and a decrease of 4%, compared to the same periods in 2024. The Company's financial results for the three and nine months ended September 30, 2025, were materially impacted by the acquisition of Northway Financial, Inc. (“Northway”), which closed on January 2, 2025. Further details on the Northway acquisition can be found in Note 3 of the consolidated financial statements.

Our third quarter 2025 net income of $21.2 million set a new highwater mark for the Company. Momentum following the Northway acquisition earlier this year positions the Company well for strong earnings moving forward. Total revenues, which is measured as the sum of net interest income and non-interest income, for the third quarter of 2025 was $65.4 million, an increase of 45% over the same period in 2024. At the same time, we have benefited from the cost synergies achieved through the acquisition as non-interest expenses were $35.9 million. Excluding merger-related costs and core deposit intangible amortization, non-interest expenses were $34.2 million for the third quarter of 2025, an increase of 22% compared to the third quarter of 2024.

The Company’s asset quality at September 30, 2025, continued to be strong. Non-performing assets were just 12 basis points of total assets and past due loans were just 16 basis points of total loans at September 30, 2025. Net charge-offs for the third quarter of 2025 were elevated at 0.89% of average loans, on an annualized basis, due to a $10.7 million partial charge-off of one syndicated commercial loan; however, the charge-off was not indicative of broader issues within our loan portfolio as evidenced by our other credit quality metrics. The Company’s loan syndication portfolio represented 2% of total loans at September 30, 2025.

The Company’s capital position continues to rebuild following the Northway acquisition earlier this year. At September 30, 2025, the Company’s regulatory capital ratios were well in excess of capital requirements, and its common equity ratio was 9.69% and tangible common equity ratio was 7.09%, compared to 9.15% and 7.64%, respectively, at December 31, 2024.

RESULTS OF OPERATIONS

Net Interest Income and Net Interest Margin

Net interest income is the interest earned on loans, securities, and other interest-earning assets, adjusted for net loan fees, origination costs, and accretion or amortization of fair value marks on loans, investments, time deposits and/or borrowings created in purchase accounting, less the interest paid on interest-bearing deposits and borrowings. Net interest income is our largest source of revenue ("revenue" is defined as the sum of net interest income and non-interest income). For the quarter ended September 30, 2025, net interest income was 78% of total revenues, compared to 75% for the same period in 2024. For the nine months ended September 30, 2025, net interest income was 80% of total revenues, compared to 75% for the same period of 2024. Net interest income is affected by factors including, but not limited to, changes in interest rates, loan and deposit pricing strategies and competitive conditions, loan prepayment speeds, the volume and mix of interest-earning assets and interest-bearing liabilities, and the level of non-performing assets.

Net Interest Income (Fully-Taxable Equivalent) for the Three Months Ended September 30, 2025 and 2024. Net interest income on a fully-taxable equivalent basis for the quarter ended September 30, 2025 was $51.6 million, an increase of $17.9 million, or 53%, compared to the third quarter of 2024. The increase between periods consisted of an increase in interest income on a fully-taxable equivalent basis of $17.4 million, or 27%, along with the decrease in interest expense of $512,000, or 2%.

• Average interest-earning assets totaled $6.5 billion for the third quarter of 2025, which was an increase of $1.1 billion, or 20%, compared to the third quarter of 2024. The increase between periods was primarily driven by the Northway acquisition on January 2, 2025. As part of the acquisition, the Company acquired total loans of $775.7 million and investments of $230.0 million. In the third quarter of 2025, the Company recognized net fair value mark accretion from the purchase accounting associated with the acquisition of Northway of $4.8 million within interest income, which was made up of $3.9 million of fair value mark accretion on loans and $937,000 of fair value mark accretion on investments. Additionally, between periods the Company’s yield on interest-earning assets continued to improve organically, contributing to the growth in net interest income. This was driven by the strategic reinvestment of cash flows from lower yielding interest-earning assets into new loan originations and investments at prevailing market interest rates.
• Average funding liabilities totaled $6.2 billion for the third quarter of 2025, which was an increase of $1.1 billion, or 21%, compared to the third quarter of 2024. The increase between periods was primarily driven by the acquisition of Northway on January 2, 2025. As part of the acquisition, the Company acquired total deposits of $971.7 million and borrowings of $45.0 million. Despite the significant increase in average funding liabilities between periods, interest expense for the third quarter of 2025 decreased $512,000 due to the decrease in our average cost of funds of 45 basis points to 1.90% for the third quarter of 2025. The decrease in our average cost of funds between periods reflects the change in the interest rate environment. The Federal Funds Effective Rate for the third quarter of 2025 was 4.30%, which was 97 basis points lower than the same period of 2024. The other driver for the decrease in our average cost of funds between periods was the low-cost deposit franchise the Company acquired through the Northway acquisition.

Net Interest Margin (Fully-Taxable Equivalent) for the Three Months Ended September 30, 2025 and 2024. Net interest margin is calculated as net interest income on a fully-taxable equivalent basis as a percentage of average interest-earning assets. Our net interest margin on a fully-taxable equivalent basis increased 70 basis points over the third quarter of 2024 to 3.16% for the third quarter of 2025. Refer to the discussion above for the drivers for the change between periods. Adjusting for the impact of purchase accounting, which contributed $4.6 million to net interest income for the third quarter of 2025, the Company reported non-GAAP, core net interest margin of 2.82%, an increase of 36 basis points over the third quarter of 2024.

Net Interest Income (Fully-Taxable Equivalent) for the Nine Months Ended September 30, 2025 and 2024. For the nine months ended September 30, 2025, the Company's net interest income on a fully-taxable equivalent basis was $150.3 million, an increase of $52.8 million, or 54%, compared to the same period in 2024.

• Interest income on a fully-taxable equivalent basis increased $53.1 million, or 28%, between periods primarily driven by interest-earning assets yield expansion of 37 basis points to 4.94% for the nine months ended September 30, 2025 and increase in average earning assets of $1.0 billion, or 19%, due to the acquisition of Northway on January 2, 2025 (as described above).
• Interest expense increased $251,000, or less than 1%, primarily driven by the increase in average funding liabilities of $1.0 billion, or 20%, between periods due to the acquisition of Northway in the first quarter (as described above). Despite the significant increase in average funding liabilities between periods, the increase in interest expense between periods was muted due to the decrease in our average cost of funds of 38 basis points to 1.94% for the nine months ended September 30, 2025. The decrease in our average cost of funds between periods reflects the change in the interest rate environment noted above and the addition of Northway’s low-cost deposit franchise with the acquisition on January 2, 2025.

Net Interest Margin (Fully-Taxable Equivalent) for the Nine Months Ended September 30, 2025 and 2024. Our net interest margin on a fully-taxable equivalent basis increased 72 basis points over the nine months ended September 30, 2024 to 3.09% for the nine months ended September 30, 2025. Refer to the discussion above for the drivers of the change between periods. Adjusting for the impact of purchase accounting, which contributed $14.6 million to net interest income for the first nine months of 2025, the Company reported non-GAAP, core net interest margin of 2.73%, an increase of 36 basis points over the nine months ended September 30, 2024.

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

Quarterly Average Balance, Interest and Yield/Rate Analysis

(Dollars in thousands)

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

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

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

Year-to-Date Average Balance, Interest and Yield/Rate Analysis

(Dollars in thousands)

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

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

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

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

(In thousands)

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

(In thousands)

64

Provision (Credit) for Credit Losses

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

(Dollars in thousands)

(1) Provision (credit) for loan losses: The Company recorded provision expense of $3.5 million for the third quarter of 2025, primarily driven by additional provision expense of $4.7 million during the quarter, associated with the partial charge-off for a syndicated commercial loan in which the Company participated and for which the Company previously established a specific loan loss reserve of $6.0 million at June 30, 2025. The increase in provision from this loan was partially offset by the improvement of the forecasted macroeconomic outlook at September 30, 2025.

For the nine months ended September 30, 2025, the increase in provision for loan losses of $19.7 million over the same period of 2024 was primarily the result of: (i) the Northway acquisition on January 2, 2025, for which we designated 88% of the acquired loan portfolio as non-PCD and, as such, recorded an associated provision for credit losses on these loans (and established an associated ACL on loans) of $6.3 million, and (ii) the additional provision required for the aforementioned syndicated commercial loan that was partially charged-off during the third quarter of 2025.

(2) Provision for credit losses on off-balance sheet credit exposures: At September 30, 2025, the ACL on off-balance sheet credit exposures was $3.1 million, as compared to $3.7 million as of June 30, 2025 and $2.8 million as of September 30, 2024. As part of the Northway acquisition, the Company acquired unfunded commitments totaling $115.6 million at closing, for which we accounted for within the provision for credit losses on off-balance sheet credit exposures during the nine months ended September 30, 2025. The decrease in unfunded commitments during the third quarter of 2025 was driven by the decrease in the Company committed loan pipeline decreasing from $149.5 million at June 30, 2025, to $116.5 million at September 30, 2025.

(3) Credit for HTM debt securities: During the nine months September 30, 2024, the Company sold its Signature Bank corporate bond that it had previously written off and recovered proceeds of $910,000.

Non-Interest Income

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

(Dollars in thousands)

(1) The increase for the three and nine months ended September 30, 2025, across these various income categories, compared to the same periods of 2024, was primarily the result of the Northway acquisition on January 2, 2025. As part of the acquisition the Company added approximately 50,000 customer accounts, 28,000 new debit card customers, and one BOLI policy, whereby the underlying investment is tied to the equity market and subject to normal market volatility.

(2) Brokerage and insurance commissions: The increase for the three and nine months ended September 30, 2025 compared to the same periods in 2024, was driven by an increase in assets under management of $183.1 million, or 20%, to $1.1 billion as of September 30, 2025.

(3) Mortgage banking income, net: The increase for the three and nine months ended September 30, 2025 compared to the same periods in 2024, was driven by the increase in the gain from the sale of loans during both periods. During the three and nine months ended September 30, 2025, the Company sold $80.3 million and $170.3 million, or 62% and 52%, respectively, of its residential mortgage production, compared to $62.4 million and $157.3 million, or 63% and 57%, respectively, for the same periods of 2024.

Non-Interest Expense

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

(Dollars in thousands)

(1) The increase for the three and nine months ended September 30, 2025, across these various expense categories, compared to the same periods of 2024, was primarily the result of the Northway acquisition on January 2, 2025. In the third quarter of 2025, the Company continued to optimize and achieve its targeted cost savings as a combined organization, primarily through the elimination of redundancies across its personnel, information systems, technologies and services.

(2) Merger and acquisition costs: For the three and nine months ended September 30, 2025, the Company incurred costs associated with the Northway acquisition totaling $315,000 and $9.2 million, respectively. Through September 30, 2025, the Company had incurred total acquisition-related costs, including those incurred by Northway prior to the closing on January 2, 2025, of $12.2 million. We anticipate any remaining acquisition-related costs will be insignificant.

The acquisition-related costs incurred during the three and nine months ended September 30, 2025 include:

(Dollars in thousands)

(3) Amortization of core deposit intangible assets: The increase for the three and nine months ended September 30, 2025 compared to the same periods in 2024, was the result of Northway acquisition on January 2, 2025. Our provisional estimate for CDI assets created during the acquisition totaled $48.1 million, of which we estimate the useful life of the definite-lived intangible asset to be ten years. Refer to Note 3 and Note 6 of the consolidated financial statements for additional information.

Income Tax Expense

The Company recorded income tax expense of $5.3 million and $7.8 million, respectively, for the three and nine months ended September 30, 2025, compared to $2.8 million and $8.7 million, respectively, for the same periods in 2024. The Company’s estimated normalized effective tax rate is currently estimated at 20.6%, however, given the Northway acquisition and the change in the apportionment of income across the states in which the Company primarily operates, the Company changed its estimated deferred tax rate, increasing it from 21.5% to 22.8% in the first quarter of 2025. This change in the estimated deferred tax rate resulted in a one-time revaluation of the Company’s legacy deferred tax assets and the recognition of a one-time income tax benefit of $2.4 million in the first quarter of 2025. Refer to Note 3 of the consolidated financial statements for further discussion.

On July 4, 2025, the OBBBA was signed into law and does not have a material impact on the Company’s consolidated financial statements.

FINANCIAL CONDITION

Cash and Cash Equivalents

Total cash and cash equivalents as of September 30, 2025, were $98.8 million, compared to $215.0 million at December 31, 2024. As part of the Northway acquisition on January 2, 2025, the Company acquired $48.3 million of cash which it leveraged to prepay all of the FHLBB borrowings assumed from Northway, totaling $45.0 million, offsetting the cash obtained through the acquisition. Additionally, during the nine months ended September 30, 2025, we utilized cash to support loan growth. The Company continues to actively manage its cash balances. Refer to Note 3 of the consolidated financial statements for further details on acquired assets and liabilities from Northway.

Included within the Company’s cash and cash equivalents’ balances at September 30, 2025 and December 31, 2024, was cash held in escrow by the FHLBB as collateral posted by the counterparties for our derivatives in a net asset position totaling $8.7 million and $13.2 million, respectively. We and the counterparty manage these cash accounts daily. Refer to Notes 10 and 11 of the consolidated financial statements for additional detail on the Company’s derivatives and collateral.

Investments

The Company utilizes the investment portfolio to manage liquidity, interest rate risk, and regulatory capital, as well as to take advantage of market conditions to generate returns without undue risk. As of September 30, 2025 and December 31, 2024, our investment portfolio consisted of MBS, CMO, municipal and subordinated corporate debt securities; FHLBB, FRB and other correspondent bank relationship common stock; and mutual funds held in a rabbi trust for the executive and director nonqualified retirement plans.

As of September 30, 2025, the reported value of the Company's total investments portfolio was $1.4 billion, an increase of $282.3 million, or 25%, since December 31, 2024. The change between periods was driven by the following:

• Investments acquired as part of the Northway acquisition on January 2, 2025 totaling $230.0 million, net of purchase accounting adjustments, which included: (i) investment debt securities of $227.4 million, net of purchase accounting adjustments, all of which we designated as AFS and (ii) FHLBB and other corresponding banking relationship common stock totaling $2.5 million.
• The Sale of $56.4 million of acquired Northway debt securities shortly after the acquisition date to restructure the combined investment portfolio. These debt securities were sold at fair value, and, thus, no gain or loss was recognized upon sale.
• The Purchase of $166.5 million of debt securities that we designated as AFS, and the purchase of $5.0 million of subordinated corporate debt securities of another regional financial institution that we designated as HTM.
• Pay downs, calls, and maturities of $107.3 million.
• An increase in the fair value of the Company’s AFS debt securities of $33.4 million due to the decrease in interest rates across the mid- and long-end of the yield curve between periods.

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

Our AFS debt securities portfolio, which comprised 63% and 52% of our investment portfolio as of September 30, 2025 and December 31, 2024, respectively, was carried at fair value using Level 2 valuation techniques. Refer to Note 17 of the consolidated financial statements for further details on the Company's fair value techniques. Our HTM debt securities are carried at amortized cost and comprised 35% and 45% of our investment portfolio as of September 30, 2025 and December 31, 2024, respectively.

The book value of our debt securities as of September 30, 2025 was $1.4 billion, compared to $1.2 billion as of December 31, 2024. Our debt securities portfolio has limited credit risk due to its composition, which includes securities backed by the U.S. government and government-sponsored agencies, and highly rated subordinated corporate and municipal bonds by nationally recognized rating agencies. At September 30, 2025 and December 31, 2024, the book value of U.S. government and government-sponsored agencies represented approximately 93% and 91%, respectively, of our debt securities portfolio.

The following table details the composition of the Company's investment portfolio as of September 30, 2025 and December 31, 2024, based on the book value of each security type as a percentage of total book value of the Company's debt securities:

(Dollars in thousands)

We continually monitor and evaluate our investment portfolio to identify and assess risks within our portfolio, including but not limited to, the impact of the current interest rate environment and the related prepayment risk, and the review of credit ratings. The overall mix of debt securities as of September 30, 2025, compared to December 31, 2024, remains consistent and is believed to be well-positioned to provide a stable source of cash flow. As of September 30, 2025 and December 31, 2024, the duration of our debt investment securities portfolio, adjusting for calls when appropriate and consensus prepayment speeds, was 5.1 years and 5.2 years, respectively.

The fair value and book value of the Company's subordinated corporate bonds and municipal securities as of September 30, 2025 and December 31, 2024 was as follows:

(Dollars in thousands)

At September 30, 2025 and December 31, 2024, municipal bonds were 4% and 5%, respectively, of the book value of the total bond portfolio at each date and all municipal bonds carried an investment-grade credit rating.

At September 30, 2025 and December 31, 2024, subordinated corporate bonds were 3% of the book value of the total bond portfolio at each date. At September 30, 2025 and December 31, 2024, subordinated corporate bonds with a book value of $26.0 and $25.9 million at each period, or 62% and 70%, respectively, of the subordinated corporate bond portfolio, carried an investment-grade credit rating. The remaining $16.2 million and $11.2 million, respectively, of book value, or 38% and 30%, respectively, of the subordinated corporate bond portfolio, were non-rated subordinated corporate bonds of community banks within our markets. As of September 30, 2025, the subordinated corporate bond portfolio was made up of 17 different companies, which included 15 different banks. The banks in the portfolio range from the largest U.S. banks to community banks, with 31% of our exposure as of September 30, 2025, being to global systemically important banks, or "G-SIBs." We continue to monitor and analyze the performance of our subordinated corporate bond portfolio.

We completed a review of our HTM and AFS investment portfolio as of September 30, 2025, and concluded that no ACL was warranted on any of our bonds at this time.

Other Investments. Our other investments on the consolidated statements of condition is primarily made up of FHLBB and FRB common stock. These investments are carried at cost. We are required to maintain a certain level of investment in FHLBB stock based on our level of FHLBB advances, and maintain a certain level of investment in FRB common stock based on the Bank's capital levels. As of September 30, 2025 and December 31, 2024, our investment in FHLBB stock totaled $22.4 million and $17.1 million, respectively, and our investment in FRB stock was $8.7 million and $5.4 million, respectively.

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

Loans

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

(Dollars in thousands)

On January 2, 2025, the Company completed its acquisition of Northway, which included $775.7 million of loans held for investment, net of purchase accounting adjustments. Refer to Note 3 of the consolidated financial statements for further discussion of the Company’s accounting for the acquisition of Northway.

Portfolio Concentrations. Our primary geographical markets are Maine, New Hampshire and Massachusetts, making up 56%, 26%, and 13%, respectively, of the loan portfolio as of September 30, 2025, compared to 68%, 11%, and 16%, respectively, as of December 31, 2024. The increases between periods in our loan exposure to New Hampshire and Massachusetts was driven by the Northway acquisition. As of September 30, 2025, our distribution channels, including branches acquired in the Northway merger, included 55 branches in Maine, 17 branches in New Hampshire, and an online residential mortgage and small business digital loan platform.

As of September 30, 2025, the non-residential building operators' industry (operators of commercial and industrial buildings, retail establishments, theaters, banks and insurance buildings) and lessors of residential buildings industry (lessors of buildings used as residences, such as single-family homes, apartments and town houses) concentrations were 30% and 29%, respectively, of our total commercial real estate portfolio and were 13% and 12% of total loans, respectively. As of September 30, 2025, there were no other industry concentrations within our loan portfolio that exceeded 10% of total loans.

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

(Dollars in thousands)

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

(Dollars in thousands)

(a) Multi-family (5+ units) loans are primarily located in non-urban locations, including 52% in Maine, 37% in New Hampshire, and 10% in Massachusetts as of September 30, 2025, compared to 68%, 23%, and 7%, respectively, as of December 31, 2024.

(b) Office loans are primarily located in non-urban locations, including 42% in Maine, 36% in New Hampshire, and 21% in Massachusetts as of September 30, 2025, compared to 52%, 26%, and 23%, respectively, as of December 31, 2024.

(c) Represents multi-family (1-4 units) that are used for commercial purposes.

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

From time to time, the Company participates in select commercial syndication loans alongside other financial institutions to diversify its commercial loan portfolio. As of September 30, 2025 and December 31, 2024, the Company’s syndicated loan portfolio consisted of seven and eight borrowers, respectively, across a range of industries, with total outstanding loan balances of $89.0 million and $102.4 million. As of each date, these balances represented 2% of the Company’s total loan portfolio and were shared national credits.

During the second quarter of 2025, a commercial borrower under a syndicated loan in which the Company participated entered bankruptcy. As a result, we placed this loan on non-accrual status and downgraded its risk rating from “passing” to “doubtful” in the second quarter of 2025. In the third quarter of 2025, we charged-off $10.7 million of the Company’s total $12.2 million participation in the syndicated loan. The remaining balance is expected to be collected as part of the bankruptcy settlement in the fourth quarter of 2025. As of September 30, 2025, there were no other indications of credit deterioration within the syndicated loan portfolio.

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

Asset Quality

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

• The Credit Risk and Special Assets teams and the Credit Risk Policy Committee, which is an internal management committee comprised of the Company’s president and chief executive officer and other various executives and senior managers across business lines, including Accounting and Finance, Credit Underwriting, Credit Risk and Special Assets, Risk, and Commercial and Retail Banking, oversee the Company's systems and procedures to monitor the credit quality of its loan portfolio, conduct a loan review program, and maintain the integrity of the loan ratings system.
• The adequacy of the ACL is overseen by the Management Provision Committee, which is an internal management committee As of January 1, 2025, the Management Provision Committee is comprised of the Company’s chief executive officer, chief financial officer, chief credit officer and certain members of senior management within Accounting, Credit Risk, and Collections and Special Assets. The Management Provision Committee supports the oversight efforts of the Audit Committee of the Board of Directors.
• The Directors Credit Committee of the Board of Directors reviews large credit exposures, monitors external loan review reports, reviews the lending authority for individual loan officers when required, and has approval authority and responsibility for all matters regarding the loan policy and other credit-related policies, including reviewing and monitoring asset quality trends, and concentration levels.
• The Audit Committee of the Board of Directors has approval authority and oversight responsibility for the ACL adequacy and methodology.

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

(Dollars in thousands)

Potential Problem Loans. Potential problem loans consist of classified accruing commercial and commercial real estate loans that were 30-89 days past due. Such loans are characterized by weaknesses in the financial condition of borrowers or collateral deficiencies. Based on historical experience, the credit quality of some of these loans may improve due to changes in collateral values or the financial condition of the borrowers, while the credit quality of other loans may deteriorate, resulting in a loss. These loans are not included in the above analysis of non-accrual loans. As of September 30, 2025 and December 31, 2024, loans classified as potential problem loans totaled $438,000 and $96,000, respectively.

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

(Dollars in thousands)

73

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

(Dollars in thousands)

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

(Dollars in thousands)

ACL on Loans. There were no significant changes in our modeling methodology to determine the ACL on loans during the three months or nine months ended September 30, 2025. The significant key assumptions used with the ACL on loans calculation as of September 30, 2025 and December 31, 2024, included: (i) Company-specific macroeconomic factors (i.e., loss drivers), (ii) our forecast period and reversion speed, (iii) prepayment speeds, and (iv) various qualitative factors.

As of September 30, 2025 and December 31, 2024, the recorded ACL on loans was $45.5 million, or 0.91% to total loans, and $35.7 million, or 0.87% of total loans, respectively, and represented our best estimate. Our ACL on loans estimate as of each date incorporated the ongoing risk of a recession over the next 12 to 24 months using multiple scenarios and probability weighting each scenario. The ACL on loans as of September 30, 2025 incorporated a similar weighting for the probability of a recession over the next 12 to 24 months based on management's forecasted macroeconomic outlook as of that date as compared to December 31, 2024. The overall global and national markets continue to be resilient to the macroeconomic policy shifts.

Refer to “—Provision for Credit Losses” and Note 5 of the consolidated financial statements for other factors impacting the change in ACL on loans during the nine months ended September 30, 2025.

We may adjust our assumptions to account for differences between expected and actual losses from period to period. A future change of our assumptions likely will alter the level of allowance required and may have a material impact on future results of operations and financial condition. The ACL on loans is reviewed periodically within a calendar quarter to assess trends in CECL ("Current Expected Credit Losses") key assumptions and asset quality, and their effects on the Company's financial condition.

ACL on Off-Balance Sheet Credit Exposures. There were no significant changes in our modeling methodology to determine the ACL on off-balance sheet credit exposures during the nine months ended September 30, 2025. The model uses the credit loss factors for each segment calculated within the ACL on loans model described above. The ACL on off-balance sheet credit exposures as of September 30, 2025 and December 31, 2024 was $3.1 million and $2.8 million, respectively.

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

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

ACL on HTM Securities. As of September 30, 2025, we have evaluated our HTM debt securities, and we have not identified any credit concerns. As of September 30, 2025 and December 31, 2024, there was no ACL recorded on HTM investments. Refer to “—Investments” and Note 4 of the consolidated financial statements for further discussion.

Goodwill and CDI Assets

On January 2, 2025, the Company completed its acquisition of Northway, and, after applying provisional purchase accounting entries, it generated $56.8 million of goodwill. At September 30, 2025, goodwill totaled $151.5 million, compared to $94.7 million as of December 31, 2024. We review goodwill for impairment at least annually as of November 30th, or more frequently as determined by management.

Through the Northway acquisition, the Company created CDI assets of $48.1 million, or 6% of core deposits acquired. At September 30, 2025, net CDI assets totaled $44.1 million compared to $415,000 as of December 31, 2024, and the related amortization was $1.5 million and $4.4 million for the three and nine months ended September 30, 2025, compared to $139,000 and $417,000 for the same periods in 2024, respectively. We review CDI assets for impairment when a triggering event suggests such is necessary. During the nine months ended September 30, 2025 and 2024, there were no indications of potential material risk of impairment of core deposit intangible assets for any of the aforementioned years.

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

Investment in BOLI

At September 30, 2025 and December 31, 2024, BOLI was $111.3 million and $104.3 million, respectively. The increase for the nine months ended September 30, 2025, was driven by the Northway acquisition on January 2, 2025. As part of the acquisition, the Company acquired one BOLI policy. The underlying investments within the acquired BOLI are marketable equity securities that are subject to market fluctuations for which the related BOLI value may increase or decrease with the change in valuation being accounted for within non-interest income.

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

Deferred Tax Assets

At September 30, 2025 and December 31, 2024, the Company's deferred tax assets were $52.8 million and $40.0 million, respectively. The increase in deferred tax assets for the nine months ended September 30, 2025, was driven by the Northway acquisition. Upon completing the acquisition, the Company’s deferred tax rate increased from 21.5% to 22.8% due to its increased presence and income apportionment to New Hampshire and Massachusetts. As a result of the deferred tax rate increase, we revalued the Company’s legacy deferred tax assets. Furthermore, the Company reported the deferred tax assets acquired from Northway and those created through purchase accounting adjustments at the Company’s increased deferred tax rate of 22.8%. The Company did not carry any valuation allowances on its deferred tax assets at September 30, 2025 or December 31, 2024.

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

Liabilities

Deposits. Total deposits increased $769.6 million, or 16.6%, during the nine months ended September 30, 2025 to $5.4 billion. The significant increase in deposit balances was driven by the Company’s acquisition of Northway on January 2, 2025. As part of the acquisition, the Company acquired $971.7 million of deposits, net of purchase accounting adjustments. Of the total deposits acquired, $799.1 million, or 82%, were low-cost, core deposits (non-GAAP). Excluding the acquired deposits, deposit balances for the nine months ended September 30, 2025 decreased $202.1 million, or 4%, which was driven by interest checking deposit outflows from a few large customers during the year for normal business activities and the maturity of higher-cost brokered deposits.

The following table details the Company’s change in organic deposit balances for the nine months ended September 30, 2025:

(Dollars in thousands)

(1) Represents the fair value mark recorded on deposits as of the acquisition date, January 2, 2025.

The Company's loan-to-deposit ratio was 93% at September 30, 2025 compared to 89% at December 31, 2024.

As of September 30, 2025, the Company had no customer relationships that exceeded 10% of total deposits.

Uninsured and Uncollateralized Deposits. Total deposits that exceeded the FDIC deposit insurance limit of $250,000 were $1.2 billion, or 22% of total deposits, as of September 30, 2025, and $1.1 billion, or 23% of total deposits, as of December 31, 2024.

Total uninsured and uncollateralized deposits that exceeded the FDIC deposit insurance limit of $250,000 and were not secured by pledged assets or any other guarantee of the Company totaled $814.6 million, or 15% of total deposits, as of September 30, 2025, and $760.8 million, or 16% of total deposits, as of December 31, 2024.

Borrowings. As of September 30, 2025, total borrowings were $810.9 million, an increase of $265.9 million, or 49%, since December 31, 2024, and were comprised of:

• Customer repurchase agreements totaling $255.0 million, an increase of $79.4 million, since December 31, 2024. Through the acquisition of Northway, the Company acquired $65.5 million of repurchase agreements as of the acquisition date.
• FHLBB advances totaled $494.5 million at September 30, 2025, an increase of $169.5 million, or 52%, since December 31, 2024. The Company assumed $45.0 million of FHLBB advances through the acquisition of Northway on January 2, 2025, and shortly after the acquisition date, we prepaid all of the acquired FHLBB advances as we looked to optimize our balance sheet and earnings profile. We utilize FHLBB advances as necessary to supplement funding needs, as well as to optimize our funding costs.
• As of September 30, 2025, the balance of all junior subordinated debentures totaled $61.4 million, compared to $44.3 million as of December 31, 2024. The Company assumed two new tranches of junior subordinated debentures through the Northway acquisition. Refer to Note 7 of the consolidated financial statements for additional information.

Shareholders' Equity

Shareholders' equity as of September 30, 2025, totaled $676.4 million, an increase of $145.2 million, or 27%, since December 31, 2024. The significant increase was driven by the issuance of $96.5 million of shares of the Company’s common stock as consideration for the Northway acquisition on January 2, 2025. Additionally, the decrease in the mid- and long-end of the yield curve between periods resulted in an increase in the fair value of the Company AFS investments and resulted in an increase in AOCI of $29.7 million during the nine months ended September 30, 2025.

On September 30, 2025, the Company announced a quarterly cash dividend to shareholders of $0.42 per share, payable on October 31, 2025 to shareholders of record as of October 15, 2025. As of September 30, 2025, the Company's annualized dividend yield was 4.35% based on Camden National's closing share price of $38.59, as reported by NASDAQ on September 30, 2025.

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

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

LIQUIDITY

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

As of September 30, 2025, our primary liquidity sources available were as follows:

(Dollars in thousands)

(1) Excess cash represents cash held at the FRB that is above the minimum reserve requirement. As of September 30, 2025, the minimum reserve requirement remains at zero.

Total available primary liquidity of $1.6 billion was 2.0 times uninsured and uncollateralized deposits as of September 30, 2025. Refer to "—Financial Condition—Liabilities—Uninsured and Uncollateralized Deposits" for further details.

In addition to the available primarily liquidity noted above, as of September 30, 2025, we may access an additional $1.3 billion in funding through brokered deposits.

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

Deposits. Deposits continue to represent our primary source of funds. As of September 30, 2025 and December 31, 2024, total deposits, including brokered deposits, were $5.4 billion and $4.6 billion, respectively. Core deposits (which excludes CDs and brokered deposits) (non-GAAP) increased $656.7 million, or 17%, during the nine months ended September 30, 2025 to $4.6 billion due to the strong core deposit base acquired from Northway. Additionally, due to the Northway acquisition, CDs increased $168.6 million, or 32%, during the nine months ended September 30, 2025 to $701.0 million. Brokered deposits decreased $55.7 million, or 31%, during the nine months ended September 30, 2025 to $124.3 million, the decrease was primarily driven by the maturity of $75.0 million of brokered CDs during the three months ended September 30, 2025. As of September 30, 2025, all of our brokered deposits are brokered money market accounts. Refer to “—Financial Condition—Liabilities—Deposits” for further discussion on deposits.

The following is a summary of the scheduled maturities of CDs as of September 30, 2025:

(Dollars in thousands)

Borrowings. Borrowings are used to supplement deposits as a source of liquidity. Our primary sources of borrowings are the FHLBB, FRB, other federal funds and customer repurchase agreements. As of September 30, 2025, total borrowings were $810.9 million, compared to $545.0 million as of December 31, 2024. We secure borrowings from the FHLBB with qualified residential real estate loans, certain investment securities and certain other assets available to be pledged. As of September 30, 2025, the Company had $731.1 million in borrowing capacity from the FHLBB.

Customer repurchase agreements are secured by mortgage-backed securities and government-sponsored enterprises. Through the Bank, as of September 30, 2025, we have available lines of credit of $9.9 million with the FHLBB, $85.0 million with two correspondent banks, and $154.1 million with the FRB Discount Window. We also have access to the brokered deposit market and wholesale reverse repurchase transactions market. These sources are considered as liquidity alternatives in our contingent liquidity plan.

The following is a summary of the scheduled maturities of borrowings as of September 30, 2025:

(Dollars in thousands)

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

The Company's unpledged residential mortgage loan portfolio is also a source of contingent liquidity as it could be sold in a reasonable time period, at fair value, on the secondary market. As of September 30, 2025, qualifying residential mortgage loans with a book value of $1.8 billion were pledged as collateral to the FHLBB.

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

(Dollars in thousands)

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

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

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

Investments. We generally invest in amortizing MBS and CMO debt securities that return cash flow at an accelerated rate in comparison to other types of debt securities that are of a bullet structure. MBS and CMO debt security cash flow will vary depending on the interest rate environment because borrowers may have the right to call or prepay obligations with or without prepayment penalties. Interest rates have remained elevated during 2025, which has continued to result in slowing cash flows. As of September 30, 2025 and December 31, 2024, the Company's MBS and CMO debt securities portfolio totaled 92% and 91% of book value, respectively, of the Company's investment portfolio.

The Company's unpledged AFS investment portfolio is also a source of contingent liquidity, as it could be sold in a reasonable time period on the secondary market, at fair value, which was $386 million as of September 30, 2025.

The following is a summary of the scheduled cash flows from our debt securities portfolio, including investments designated as AFS and HTM, as of September 30, 2025:

(Dollars in thousands)

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

Other Liquidity Requirements. The Company generates cash flows from earnings through its normal course of business from earnings and, although not contractual, the Company has a history of paying a quarterly cash dividend to its shareholders and repurchasing its shares of common stock. For the nine months ended September 30, 2025, the Company reported net income of $42.6 million and paid cash dividends of $21.3 million to shareholders.

In addition, in the course of its normal operations, the Company is party to several other contractual obligations not previously discussed, such as various lease agreements on a number of its branches. Renewal options within the various lease contracts, as applicable, were considered to determine the lease term and estimate the contractual obligation and commitment for the Company's operating and finance leases. Furthermore, certain lease contracts of the Company contain language that subject its rent payment to variability, such as those tied to an index or change in an index. As a result, the future contractual obligation and commitment may materially differ from that estimated and disclosed within the table below. As of September 30, 2025, we had the following lease and other contractual obligations to make future payments under each of these contracts as follows:

(Dollars in thousands)

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

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

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

CAPITAL RESOURCES

As part of our goal to operate a safe, sound and profitable financial organization, we are committed to maintaining a strong capital base. Shareholders’ equity totaled $676.4 million as of September 30, 2025 and $531.2 million as of December 31, 2024, which amounted to 10% and 9% of total assets, respectively. Refer to "—Financial Condition—Shareholders' Equity" for further discussion on shareholders' equity for the nine months ended September 30, 2025.

Our principal cash requirement is the payment of dividends on our common stock, as and when declared by the Company's Board of Directors. We declared dividends to shareholders in the aggregate amount of $21.4 million and $18.4 million for the nine months ended September 30, 2025 and 2024, respectively. The increase in our declared cash dividend reflects the issuance of 2.3 million shares as consideration for the Northway acquisition that was completed on January 2, 2025 (refer to Note 3 of the consolidated financial statements). The Company's Board of Directors approves cash dividends on a quarterly basis after careful analysis and consideration of various factors, including the following: (i) capital position relative to total assets, (ii) risk-based assets, (iii) total classified assets, (iv) economic conditions, (v) growth rates for total assets and total liabilities, (vi) earnings performance and projections and (vii) strategic initiatives and related capital requirements. All dividends declared and distributed by the Company will be in compliance with applicable state corporate law and regulatory requirements.

We are primarily dependent upon the payment of cash dividends by the Bank, our wholly-owned subsidiary, to service our commitments. We, as the sole shareholder of the Bank, are entitled to dividends, when and as declared by the Bank's Board of Directors from legally available funds. For the nine months ended September 30, 2025 and 2024, the Bank declared dividends payable to the Company in the amount of $14.2 and $20.1 million, respectively. Under regulations prescribed by the OCC, the Bank may not declare dividends in excess of the Bank’s net income for the current year plus its retained net income for the prior two years without prior approval from the OCC. If we are required to use dividends from the Bank to service unforeseen commitments in the future, we may be required to reduce the dividends paid to our shareholders going forward.

Please refer to Note 12 of the consolidated financial statements for discussion and details of the Company and Bank's regulatory capital requirements. As of September 30, 2025 and December 31, 2024, the Company and Bank exceeded all regulatory capital requirements, and the Bank continues to meet the capital requirements to be classified as "well capitalized" under applicable prompt corrective action provisions.

RISK MANAGEMENT

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

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

Interest rate risk

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

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

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

As of September 30, 2025 and 2024, our net interest income sensitivity analysis reflected the following changes to net interest income, as compared to our modeled Year 1 Base net interest income, assuming no balance sheet growth and a parallel shift in interest rates. All rate changes were “ramped” over the first 12-month period and then maintained at those levels over the remainder of the ALCO simulation horizon.

If rates remain at or near current levels, net interest income is projected to increase in year two of the simulation. Asset cash flows reprice and replace into the current rate environment at rates above current portfolio averages and funding costs decline due to maturing CDs renewing into lower current market rates, causing balance sheet spread to expand. If deposit pricing increased from current levels without any changes to market rates or if unfavorable funding mix changes occurred, it would negatively impact net interest income projections.

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

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

In addition to using our investments portfolio to manage liquidity risk, we also use it to manage our interest rate risk and provide a natural hedge to our interest risk exposure created by loans, deposits and borrowings. Refer to "—Financial Condition—Investments" for further details of the Company's investment portfolio, including the duration of the bond portfolio as of September 30, 2025 and December 31, 2024.

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

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

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

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

There are a number of factors that may adversely affect the Company’s business, financial results or stock price. Refer to “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, for discussion of these risks.