ISBC Investors Bancorp Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

INVESTORS BANCORP, INC.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

Dear Stockholder of Investors Bancorp, Inc.:

On July 28, 2021, Investors Bancorp, Inc. (“Investors”) and Citizens Financial Group, Inc. (“Citizens”) entered into an Agreement and Plan of Merger, which we refer to as the “merger agreement,” pursuant to the terms and subject to the conditions of which Citizens will acquire Investors in a stock and cash transaction.

Pursuant to the terms and subject to the conditions of the merger agreement, Investors will merge with and into Citizens, which we refer to as the “merger,” with Citizens surviving the merger as the surviving corporation. Following the completion of the merger, Investors Bank, Investors’ banking subsidiary, will merge with and into Citizens’ banking subsidiary, Citizens Bank, National Association (“CBNA”), which we refer to as the “bank merger,” with CBNA surviving the bank merger. If the merger is completed, Investors’ stockholders as of the completion of the merger will be entitled to receive, for each share of Investors common stock owned, $1.46 in cash and 0.297 shares of Citizens common stock, which we refer to collectively as the “merger consideration.” Based on the number of shares of Investors common stock and Citizens common stock outstanding on October 4, 2021, we expect that the delivery of the stock portion of the merger consideration will require Citizens to issue approximately 73,565,202 shares of Citizens common stock in connection with the merger, and that holders of shares of Investors common stock immediately prior to the closing of the merger will hold, in the aggregate, approximately 14% of the issued and outstanding shares of Citizens common stock immediately following the closing of the merger (without giving effect to any shares of Citizens common stock held by Investors stockholders prior to the merger).

Based on the closing stock price of Citizens common stock on the New York Stock Exchange, which we refer to as the “NYSE,” on July 27, 2021, the last full trading day before the date of the public announcement of the merger, of $44.32, and the exchange ratio of 0.297, the value of the merger consideration would be $14.62 for each share of Investors common stock, as of July 27, 2021. Based on the closing stock price of Citizens common stock on the NYSE on October 4, 2021, the latest practicable date before the date of this proxy statement/prospectus, of $48.26, and the exchange ratio of 0.297, the value of the merger consideration would be $15.79 for each share of Investors common stock, as of such date.

The market prices of both Citizens common stock and Investors common stock will fluctuate before the completion of the merger. You should obtain current stock price quotations for Citizens common stock and Investors common stock before you vote. Citizens common stock is quoted on the NYSE under the symbol “CFG.” Investors common stock is quoted on the NASDAQ under the symbol “ISBC.”

The merger cannot be completed unless the merger agreement is approved by the affirmative vote of at least a majority (50%) of the outstanding shares of Investors common stock entitled to vote thereon.

The special meeting of Investors stockholders will be held virtually via the Internet on November 19, 2021 at 9:00 a.m. Eastern time.

Investors stockholders of record as of the close of business on October 4, 2021, the record date for the special meeting, are entitled to notice of, and to vote at, the special meeting.

Your vote is very important, regardless of the number of shares of Investors common stock you own. To ensure your representation at the Investors special meeting, please take time to vote by following the instructions contained in this proxy statement/prospectus and on your proxy card. Please vote promptly whether or not you expect to attend the Investors special meeting. Submitting a proxy now will not prevent you from being able to vote at the Investors special meeting via the Internet.

Investors’ board of directors unanimously recommends that Investors stockholders vote “FOR” the proposal to approve the merger agreement and “FOR” the other matters to be considered at the Investors special meeting. In considering the recommendation of the board of directors of Investors, you should be aware that certain directors and executive officers of Investors may have interests in the merger that are different from,

or in addition to, the interests of Investors stockholders generally. See the section entitled “The Merger—Interests of Investors’ Directors and Executive Officers in the Merger” beginning on page 74 of the accompanying proxy statement/prospectus.

This proxy statement/prospectus describes the special meeting of Investors stockholders, the merger, the documents relating to the merger and other related matters. Please read carefully the entire proxy statement/prospectus, including the section entitled “Risk Factors” beginning on page 25, for a discussion of the risks relating to the proposed merger, and the Annexes and documents incorporated by reference into the proxy statement/prospectus.

If you have any questions regarding the accompanying proxy statement/prospectus, you may contact Innisfree M&A Incorporated, Investors’ proxy solicitor, by calling toll-free at (877) 800-5192.

Sincerely,

Kevin Cummings

Chairman and Chief Executive Officer

Investors Bancorp, Inc.

101 JFK Parkway

Short Hills, New Jersey 07078

Your vote is important. We cannot complete the transactions contemplated by the merger agreement unless Investors stockholders approve the Investors merger proposal. The affirmative vote of a majority of the outstanding shares of Investors common stock is required to approve the Investors merger proposal.

Whether or not you plan to attend the Investors special meeting, we urge you to please promptly complete, sign, date and return the accompanying proxy card in the enclosed postage-paid envelope or authorize the individuals named on the accompanying proxy card to vote your shares by calling the toll-free telephone number or by using the internet as described in the instructions included with the accompanying proxy card. If your shares are held in the name of a bank, broker, trustee or other nominee, please follow the instructions on the voting instruction card furnished by such bank, broker, trustee or other nominee.

By Order of the Board of Directors

Brian F. Doran, Esq,

Corporate Secretary

Investors Bancorp, Inc.

October 7, 2021

REFERENCES TO ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about Investors and Citizens from other documents that Investors and Citizens have filed with the U.S. Securities and Exchange Commission, which we refer to as the “SEC,” and that are contained in or incorporated by reference into this proxy statement/prospectus. For a listing of documents incorporated by reference into this proxy statement/prospectus, please see the section entitled “Where You Can Find More Information” beginning on page 144 of this proxy statement/prospectus. This information is available for you to review through the SEC’s website at www.sec.gov.

You may request copies of this proxy statement/prospectus and any of the documents incorporated by reference into this proxy statement/prospectus or other information concerning Investors, without charge, by telephone or written request directed to:

Attention: Investor Relations

Investors Bancorp, Inc.

101 John F. Kennedy Parkway

Short Hills, New Jersey 07078

(973) 924-5100

You may also request a copy of this proxy statement/prospectus and any of the documents incorporated by reference into this proxy statement/prospectus or other information concerning Citizens, without charge, by telephone or written request directed to:

Attention: Investor Relations

Citizens Financial Group, Inc.

One Citizens Plaza

Providence, Rhode Island 02903

(203) 900-6715

In order for you to receive timely delivery of the documents in advance of the special meeting of Investors stockholders to be held on November 19, 2021, your request for such information must be received no later than five business days prior to the date of the special meeting, by November 12, 2021.

The proxy statement/prospectus is also available in the Investor Relations section of Investors’ website at www.myinvestorsbank.com. The information on Investors’ website is not part of this proxy statement/prospectus. References to Investors’ website in this proxy statement/prospectus are intended to serve as textual references only.

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the SEC by Citizens (File No. 333-259590), constitutes a prospectus of Citizens under Section 5 of the Securities Act of 1933, as amended, which we refer to as the “Securities Act,” with respect to the shares of common stock, par value $0.01 per share, of Citizens, which we refer to as “Citizens common stock,” to be issued to Investors stockholders pursuant to the merger agreement. This document also constitutes a proxy statement of Investors under Section 14(a) of the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Act.” It also constitutes a notice of meeting with respect to the special meeting, at which Investors stockholders will be asked to consider and vote upon the approval of the merger agreement.

Citizens has supplied all information contained or incorporated by reference into this proxy statement/prospectus relating to Citizens, and Investors has supplied all information contained or incorporated by reference into this proxy statement/prospectus relating to Investors.

Citizens and Investors have not authorized anyone to provide you with information that is different from or in addition to that contained in or incorporated by reference into this proxy statement/prospectus. Citizens and Investors do not take any responsibility for, or provide any assurance as to the reliability of, any other information others may give you. This proxy statement/prospectus is dated October 7, 2021, and you should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than such date. Further, you should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of the incorporated document. Neither the mailing of this proxy statement/prospectus to Investors stockholders nor the issuance by Citizens of shares of its common stock pursuant to the merger agreement will create any implication to the contrary.

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

The following questions and answers are intended to briefly address some commonly asked questions regarding the merger, the merger agreement and the special meeting. We urge you to read carefully the remainder of this document 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 annexes to, and the documents incorporated by reference in, this document. See “Where You Can Find More Information” beginning on page 144.

In this proxy statement/prospectus, unless the context otherwise requires:

This proxy statement/prospectus includes important information about the merger, the merger agreement, a copy of which is attached as Annex A to this proxy statement/prospectus, and the special meeting. Investors stockholders should read this information carefully and in its entirety. The enclosed voting materials allow stockholders to vote their shares without attending the special meeting.

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The approval of the Investors compensation proposal and Investors adjournment proposal each require the affirmative vote of a majority of the votes cast at the Investors special meeting. Abstentions will not affect the outcome of such proposals.

See the sections entitled, “Information About the Special Meeting—Record Date and Quorum” and “Information About the Special Meeting—Vote Required” beginning on pages 31 and 32, respectively, of this proxy statement/prospectus.

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If, after the date of the merger agreement and prior to the effective time of the merger, which we refer to as the “effective time,” the outstanding shares of Citizens common stock are changed into or exchanged for a different number of shares or a different class as a result of any reorganization, recapitalization, reclassification, stock split (including a reverse stock split), stock dividend, or other similar change in capitalization (excluding as a result of standard stock repurchases), then an appropriate and proportionate adjustment will be made to the exchange ratio and the merger consideration to provide the holders of Investors common stock the same economic effect as contemplated by the merger agreement prior to such event.

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Time-Based Restricted Stock Unit Awards. At the effective time, subject to the terms and conditions of the merger agreement, each outstanding share of Investors common stock subject to a restricted stock award under the 2015 Investors Equity Plan, which we refer to as an “Investors restricted stock unit award,” will, automatically and without any required action on the part of the holder, cease to represent a restricted stock award of Investors common stock and be converted into a number of restricted shares of Citizens common stock, which we refer as a “Citizens restricted stock unit award,” equal to the Investors equity award exchange ratio (rounded to the nearest whole number). Each such Citizens restricted stock unit award will be subject to the same terms and conditions (including vesting terms) as applied to the corresponding Investors restricted stock unit award immediately prior to the effective time.

The Investors stock options and Investors restricted stock unit awards are collectively referred to as “Investors equity awards.”

See “The Merger Agreement—Treatment of Investors Equity Awards” beginning on page 94 of this proxy statement/prospectus.

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The United States federal income tax consequences described above may not apply to all holders of Investors common stock. Your tax consequences will depend on your individual situation. Accordingly, we strongly urge you to consult your tax advisor for a full understanding of the particular tax consequences of the merger to you.

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Investors encourages its stockholders to visit the meeting website above in advance of the Investors special meeting to familiarize themselves with the online access process. Investors stockholders should verify their internet connection prior to the Investors special meeting. If you have difficulty accessing the virtual Investors special meeting during check-in or during the meeting, please contact technical support as indicated on the Investors special meeting sign-in page. Investors stockholders will have substantially the same opportunities to participate in the virtual Investors special meeting as they would have at a physical, in-person meeting. Investors stockholders of record (or beneficial owner with a valid legal proxy) as of the record date will be able to attend, vote, examine the shareholder list, and submit questions during a portion of the meeting via the online platform.

Even if you plan to attend the Investors special meeting virtually, Investors recommends that you vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the respective special meeting.

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If your shares are held by a bank, brokerage firm or other nominee, you are considered the beneficial owner of shares held in “street name,” and your bank, brokerage firm or other nominee is considered the stockholder of record with respect to those shares. Your bank, brokerage firm or other nominee will send you, as the beneficial owner, a package describing the procedure for voting your shares. You should follow the instructions provided by them to vote your shares. You are invited to attend the special meeting via the special meeting website.

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Please refer to the specific instructions set forth on the proxy card. We encourage you to vote via the internet or by telephone.

If your shares are held in the name of a bank, broker, nominee or other record holder, please follow the instructions on the voting instruction form furnished to you by such record holder.

If your broker, bank or other nominee holds your shares of Investors common stock in street name, you must either direct your nominee on how to vote your shares or obtain a proxy from your nominee to vote virtually at the Investors special meeting. Please check the voting form used by your nominee for information on how to submit your instructions to them.

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RISK FACTORS

In addition to the other information contained in or incorporated by reference into this proxy statement/prospectus, including the matters addressed under the caption “Cautionary Statement Regarding Forward-Looking Statements” on page 23, you should consider the following risk factors carefully in deciding whether to vote to approve the merger agreement. Additional risks and uncertainties, if they materialize, not presently known to Citizens or Investors or that are not currently believed to be important to you also may adversely affect the merger and Citizens as the surviving corporation in the merger.

In addition, Investors’ and Citizens’ respective businesses are subject to numerous risks and uncertainties, including the risks and uncertainties described, in the case of Citizens, in its Annual Report on Form 10-K for the year ended December 31, 2020 and its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, and in the case of Investors, in its Annual Report on Form 10-K for the year ended December 31, 2020 and its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, each of which are incorporated by reference into this proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 144 of this proxy statement/prospectus.

Risks Relating to the Merger

Because the market price of Citizens common stock fluctuates, you cannot be certain of the precise value of the stock portion of the merger consideration you may receive in the merger.

Upon completion of the merger, each issued and outstanding share of Investors common stock (other than the exception shares) will be converted into the right to receive consideration in the form of a combination of Citizens common stock and cash.

There will be a time lapse between each of the date of this proxy statement/prospectus, the date on which Investors stockholders vote to approve the merger agreement at the special meeting and the date on which Investors stockholders entitled to receive shares of Citizens common stock actually receive such shares. The market value of Citizens common stock has fluctuated in the past and is expected to continue to fluctuate during these periods as a result of a variety of factors, including general market and economic conditions, impacts and disruptions resulting from the COVID-19 pandemic, changes in Citizens’ businesses, operations and prospects and regulatory considerations. Many of these factors are outside of the control of Investors and Citizens. Consequently, at the time Investors stockholders must decide whether to approve the merger agreement, they will not know the actual market value of the shares of Citizens common stock they will receive when the merger is completed. The actual value of the shares of Citizens common stock received by the Investors stockholders will depend on the market value of shares of Citizens common stock on that date. You should obtain current market quotations for shares of Citizens common stock and for shares of Investors common stock.

The market price for Citizens common stock may be affected by factors different from those that historically have affected Investors.

Upon completion of the merger, holders of Investors common stock will become holders of Citizens common stock. Citizens’ businesses differ from those of Investors, and accordingly the results of operations of Citizens will be affected by some factors that are different from those currently affecting the results of operations of Investors. For example, Citizens, as a bank holding company with greater than $100 billion in assets, is subject to different and, in many cases, more stringent regulations than Investors. For a discussion of the businesses of Citizens and Investors and of some important factors to consider in connection with those businesses, see the section entitled “The Parties to the Merger” beginning on page 39 of this proxy statement/prospectus and the documents incorporated by reference referred to under the section entitled “Where You Can Find More Information” beginning on page 144, including, in particular, in the sections entitled “Risk Factors” in Citizens’ Annual Report on Form 10-K for the year ended December 31, 2020 and its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021.

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Investors’ stockholders will have a reduced ownership and voting interest after the merger and will exercise less influence over management.

Currently, Investors’ stockholders have the right to vote in the election of the board of directors of Investors and the power to approve or reject any matters requiring stockholder approval under the DGCL and Investors’ charter and bylaws. Upon the completion of the merger, each Investors stockholder who receives shares of Citizens common stock will become a stockholder of Citizens with a percentage ownership of Citizens that is smaller than the stockholder’s current percentage ownership of Investors. After the merger, Investors stockholders are expected to become owners of approximately 14% of the outstanding shares of Citizens common stock, without giving effect to any shares of Citizens common stock held by Investors stockholders prior to the merger. Even if all former Investors stockholders voted together on all matters presented to Citizens’ stockholders, from time to time, the former Investors stockholders would exercise significantly less influence over Citizens after the merger relative to their influence over Investors prior to the merger, and thus would have a less significant impact on the approval or rejection of future Citizens proposals submitted to a stockholder vote.

Shares of Citizens common stock to be received by Investors stockholders as a result of the merger will have rights different from the shares of Investors common stock.

Upon completion of the merger, the rights of former Investors stockholders will be governed by the charter and bylaws of Citizens and by Delaware corporate law. The rights associated with Citizens common stock are different from the rights associated with Investors common stock, which currently govern the rights of Investors stockholders. Please see the section entitled “Comparison of Stockholder Rights” beginning on page 132 for a discussion of the different rights associated with Citizens common stock.

The merger agreement limits Investors’ ability to pursue alternatives to the merger.

The merger agreement contains “no shop” covenants that prohibit Investors from soliciting or, subject to certain exceptions relating to the exercise of fiduciary duties by the Investors board, entering into discussions with any third party regarding, any acquisition proposal or offers for competing transactions. Investors may also be required to pay Citizens a termination fee of $140 million in certain circumstances involving a termination of the merger agreement and acquisition proposals for competing transactions. See the sections entitled “The Merger Agreement—Termination of the Merger Agreement” and “The Merger Agreement—Termination Fee” beginning on pages 107 and 108, respectively.

Failure to complete the merger could negatively impact the business, financial results, and stock price of Citizens and/or Investors.

If for any reason the merger is not completed, Citizens’ and/or Investors’ ongoing business may be adversely impacted, and Citizens and/or Investors will be subject to a number of risks, including:

In addition to the above risks, if the merger agreement is terminated and the Investor board seeks another merger or business combination, Investors stockholders cannot be certain that Investors will be able to find a party

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willing to offer equivalent or more attractive consideration than the consideration Citizens has agreed to provide in the merger. If the merger agreement is terminated under certain circumstances, Investors would be required to pay a termination fee of $140 million to Citizens. See the section entitled “The Merger Agreement—Termination Fee” beginning on page 108.

Completion of the merger is subject to the receipt of approval from various regulatory agencies.

Prior to the merger, bank merger and the transactions contemplated in the merger agreement being consummated, Citizens and Investors must obtain certain regulatory approvals, including approvals of the Federal Reserve Board and the OCC. In determining whether to grant these approvals, the regulators consider a variety of factors, including the regulatory standing of each party and the factors described under “The Merger—Regulatory Approvals.” These approvals could be delayed or not obtained at all, including due to an adverse development in either party’s regulatory standing, or any other factors considered by regulators in granting such approvals; governmental, political or community group inquiries, investigations or opposition; changes in legislation or the political environment generally; or impacts and disruptions resulting from the COVID-19 pandemic. In addition, the terms and conditions of the approvals that are granted may impose conditions, limitations, obligations or costs, or place restrictions on the conduct of the Citizens or its business following the merger, or require changes to the terms of the transactions contemplated by the merger agreement. There can be no assurance that the regulations will not impose any such conditions, obligations or restrictions, and that such conditions, limitations, obligations or restrictions will not have the effect of delaying or preventing completion of any of the transactions contemplated by the merger agreement, imposing additional material costs on or materially limiting the revenues of Citizens following the merger or otherwise reduce the anticipated benefits of the merger if the merger was consummated successfully within the expected timeframe, any of which might have an adverse effect on Citizens following the merger.

The COVID-19 pandemic may delay or adversely affect the completion of the merger.

The COVID-19 pandemic has created economic and financial disruptions that have adversely affected, and may to continue to adversely affect the business, financial condition and results of operations of Citizens and Investors. If the effects of the COVID-19 pandemic cause continued or extended decline in the economic environment and the financial results of Citizens or Investors, or the business operations of Citizens or Investors are further disrupted as a result of the COVID-19 pandemic, efforts to complete the merger and integrate the businesses of Citizens and Investors may also be delayed and adversely affected. Additional time may be required to obtain the requisite regulatory approvals, and the bank regulatory and other governmental authorities may impose additional requirements on Citizens and Investors that must be satisfied prior to completion of the merger, which could delay and adversely affect the completion of the merger.

The merger agreement may be terminated in accordance with its terms and the merger may not be completed.

The merger agreement is subject to a number of conditions which must be fulfilled in order to complete the merger. Those conditions include, among other things: the approval of the proposal to approve the merger agreement by Investors stockholders, the receipt of all required regulatory approvals, the absence of any order, injunction, or other legal restraint, the accuracy of representations and warranties under the merger agreement (subject to the materiality standards set forth in the merger agreement), Citizens’ and Investors’ performance of their respective obligations under the merger agreement in all material respects and each of Citizens’ and Investors’ receipt of a tax opinion to the effect that the merger will be treated as a “reorganization” within the meaning of Section 368(a) of the Code. These conditions to the closing of the merger may not be fulfilled in a timely manner or at all, and, accordingly, the merger may be delayed or may not be completed.

In addition, Citizens and Investors may opt to terminate the merger agreement under certain circumstances. Among other situations, if the merger is not completed by July 28, 2022, either Citizens or Investors may choose not to proceed with the merger (provided that such date may be extended to October 28, 2022 by Citizens or

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Investors if all other condition precedents other than receipt of all requisite regulatory approvals have been satisfied or waived). Citizens and Investors can also mutually decide to terminate the merger agreement at any time, before or after Investors stockholder approval. If the merger agreement is terminated under certain circumstances, Investors may be required to pay a termination fee of $140 million to Citizens. See the section entitled “The Merger Agreement—Termination Fee” beginning on page 108 for a fuller description of these circumstances.

Investors will be subject to business uncertainties and contractual restrictions while the merger is pending, which could adversely affect its business.

Uncertainty about the effect of the merger on personnel and customers may have an adverse effect on Investors, and, consequently, Citizens following completion of the merger. These uncertainties may impair Investors’ ability to attract, retain and motivate key personnel until the merger is consummated and for a period of time thereafter, and could cause customers and others that deal with Investors to seek to change their existing business relationships with Investors. Employee retention at Investors may be particularly challenging during the pendency of the merger, as employees may experience uncertainty about their roles with the surviving corporation following the merger. In addition, the merger agreement restricts Investors from making certain acquisitions and taking other specified actions without the consent of Citizens, and generally requires Investors to continue its operations in the ordinary course, until the merger closes. These restrictions may prevent Investors from pursuing attractive business opportunities that may arise prior to the completion of the merger. Please see the section entitled “The Merger Agreement—Conduct of Businesses of Investors and Citizens Prior to Completion of the Merger” for a description of the restrictive covenants to which Investors is subject.

Citizens and Investors will incur significant transaction and merger-related costs in connection with the merger and integration.

Each of Citizens and Investors has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement, as well as the costs and expenses of filing, printing and mailing this proxy statement/prospectus and filing and other fees paid to the SEC in connection with the merger.

Citizens and Investors expect to continue to incur a number of non-recurring costs associated with completing the merger, combining the operations of the two companies and achieving desired synergies. These fees and costs have been, and will continue to be, substantial. The substantial majority of non-recurring expenses will be comprised of transaction costs related to the merger and include, but are not limited to, fees paid to legal, financial and accounting advisors, severance and benefit costs and filing fees.

In addition, the surviving corporation will incur transaction fees and costs related to formulating and implementing integration plans, including facilities and systems consolidation costs and employment-related costs. Citizens and Investors continue to assess the magnitude of these costs, and additional unanticipated costs may be incurred in the merger and the integration of the two companies’ businesses. Although Citizens and Investors expect that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, should allow the surviving corporation to offset integration-related costs over time, this net benefit may not be achieved in the near term, or at all. See the risk factor entitled “Citizens may be unable to successfully integrate Investors’ operations and may not realize the anticipated benefits of acquiring Investors” above.

Directors and executive officers of Investors may have interests in the merger that are different from, or in addition to, the interests of Investors stockholders.

Holders of Investors common stock should be aware that some of Investors’ directors and executive officers may have interests in the merger and have arrangements that are different from, or in addition to, those of holders of

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Investors common stock generally. The Investors board was aware of these interests and considered these interests, among other matters, when making its decision to approve the merger and merger agreement, and in recommending that stockholders vote to approve the adoption of merger agreement. See “Interests of Investors’ Directors and Executive Officers in the Merger” beginning on page 74 of this proxy statement/prospectus.

The opinions received by the Investors board from KBW and Piper Sandler prior to the signing of the merger agreement will not reflect any changes in circumstances that may have occurred since the date of the opinions.

Each of the opinions separately rendered by KBW and Piper Sandler, financial advisors to Investors, to the Investors board on July 28, 2021, was based upon such information available to KBW and Piper Sandler as of the date of such opinions. The opinions do not reflect any events or changes that may have occurred after the date on which such opinions were delivered, including changes to the business, financial condition, results of operations and prospects of Citizens or Investors, changes in business, financial, economic, market and other conditions, or other events or changes which may be beyond the control of Citizens and Investors, including the impact of the COVID-19 pandemic after July 28, 2021 and other risks and uncertainties. Any such changes may alter the relative value of Citizens or Investors or the prices at which shares of Citizens common stock or Investors common stock may trade prior to the time the merger is completed. The opinions do not speak as of the date the merger will be completed or as of any date other than the date of such opinions. See “The Merger—Opinions of Investors’ Financial Advisors” and Annex B and Annex C to this proxy statement/prospectus.

Litigation related to the merger has been filed against Investors and the Investors board of directors, and additional litigation may be filed against Investors, the Investors board of directors, Citizens and the Citizens board of directors in the future, which could prevent or delay the completion of the merger, result in the payment of damages or otherwise negatively impact the business and operations of Citizens and Investors.

Litigation related to the merger has been filed against Investors and the Investors board of directors, and additional litigation may be filed against Investors, the Investors board of directors, Citizens and the Citizens board of directors in the future. The outcome of any litigation is uncertain. If any plaintiff were successful in obtaining an injunction prohibiting Citizens or Investors from completing the merger, the bank merger or any of the other transactions contemplated by the merger agreement, then such injunction may delay or prevent the effectiveness of the merger and could result in significant costs to Citizens and/or Investors, including costs in connection with the defense or settlement of any shareholder lawsuits filed in connection with the merger. Further, such lawsuits and the defense or settlement of any such lawsuits may have an adverse effect on the financial condition and results of operations of Citizens and Investors.

Risks Relating to Citizens After the Merger

Citizens may be unable to successfully integrate Investors’ operations and may not realize the anticipated benefits of acquiring Investors.

Citizens and Investors have operated and, until the completion of the merger, will continue to operate, independently. The ultimate success of the merger, including anticipated benefits and cost savings, will depend, in part, on Citizens’ ability to successfully integrate Investors’ businesses in a manner that facilitates growth opportunities and realizes anticipated cost savings. It is possible that the integration process could result in the loss of key employees, the loss of customers, the disruption of Citizens’ and Investors’ ongoing business, unexpected integration issues and higher than expected integration costs. The diversion of management’s attention and any delays or difficulties encountered in connection with the merger and the integration of Investors’ operations could have an adverse effect on the business, financial condition, operating results and prospects of Citizens after the merger. Also, if Citizens experiences difficulties or delays with the integration process, the anticipated benefits of the acquisitions may not be realized fully, or at all.

If Citizens experiences difficulties in the integration process, including those listed above, Citizens may fail to realize the anticipated benefits of the merger in a timely manner or at all. Failure to achieve these anticipated

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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 the Citizens’ business, financial condition, operating results and prospects. In addition, the impacts of the COVID-19 pandemic may make it more costly or more difficult for Citizens to effect the integration of Investors into its current operations, which, in turn, may make it more difficult for the Citizens to realize anticipated benefits or cost savings in the amounts estimated or in the time frame contemplated or at all.

Among the factors considered by the boards of directors of Citizens and Investors in connection with their respective approvals of the merger agreement were the 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.

The unaudited pro forma combined condensed financial information included in this proxy statement/prospectus is preliminary and the actual purchase price as well as the actual financial condition and results of operations of Citizens after the merger may differ materially.

The unaudited pro forma combined condensed financial information in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what Citizens’ actual financial condition or results of operations would have been had the merger been completed on the dates indicated. The unaudited pro forma combined condensed financial information reflects adjustments, which are based upon preliminary estimates, to record the Investors identifiable assets acquired and liabilities assumed at fair value and the resulting goodwill recognized. The purchase price allocation reflected in this document is preliminary, and final allocation of the purchase price will be based upon the actual purchase price and the fair value of the assets and liabilities of Investors as of the date of the completion of the merger. Accordingly, the actual purchase price may vary significantly from the purchase price used in preparing the unaudited pro forma combined condensed financial information in this document. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this document. For more information, see “Unaudited Pro Forma Combined Condensed Financial Statements” beginning on page 114.

Risks Relating to Citizens’ Business

You should read and consider risk factors specific to Citizens’ business. These risks are described in the sections entitled “Risk Factors” in Citizens’ Annual Report on Form 10-K for the year ended December 31, 2020 and its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021 and in other documents incorporated by reference into this proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 144 of this proxy statement/prospectus for the location of information incorporated by reference into this proxy statement/prospectus.

Risks Relating to Investors’ Business

You should read and consider risk factors specific to Investors’ business. These risks are described in the sections entitled “Risk Factors” in Investors’ Annual Report on Form 10-K for the year ended December 31, 2020 and its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021 and in other documents incorporated by reference into this proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 144 of this proxy statement/prospectus for the location of information incorporated by reference into this proxy statement/prospectus.

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INFORMATION ABOUT THE SPECIAL MEETING

This section contains information for Investors stockholders about the special meeting that Investors has called to allow Investors stockholders to consider and vote on the Investors merger proposal and other related matters. This proxy statement/prospectus is accompanied by a notice of the Investors special meeting, and a form of proxy card that the Investors board of directors is soliciting for use by Investors stockholders at the special meeting and at any adjournments or postponements of the special meeting.

Date, Time and Place of the Meeting

The Investors special meeting will be held virtually via the internet on November 19, 2021 at 9:00 a.m., Eastern Time. In light of the ongoing developments related to the COVID-19 pandemic and to support the health and safety of our stockholders, employees and community, the Investors special meeting will be held in a virtual-only format conducted via live webcast.

Matters to Be Considered

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

Recommendation of Investors’ Board of Directors

The Investors board of directors recommends that you vote “FOR” the Investors merger proposal, “FOR” the Investors compensation proposal and “FOR” the Investors adjournment proposal. See “The Merger—Investors’ Reasons for the Merger; Recommendation of Investors’ Board of Directors” beginning on page 44 for a more detailed discussion of the Investors board of directors’ recommendation.

Record Date and Quorum

The Investors board of directors has fixed the close of business on October 4, 2021 as the record date for determination of Investors stockholders entitled to notice of and to vote at the Investors special meeting. As of the record date, there were 247,694,280 shares of Investors common stock outstanding.

Holders of one-third of the outstanding shares of Investors common stock entitled to vote at the Investors special meeting must be present, either in attendance virtually via the Investors special meeting website or by proxy, to constitute a quorum at the Investors special meeting. If you fail to submit a proxy prior to the special meeting, or to vote at the Investors special meeting via the Investors special meeting website, your shares of Investors common stock will not be counted towards a quorum. Abstentions are considered present for the purpose of establishing a quorum but will not be counted as votes cast at the meeting.

At the Investors special meeting, each share of Investors common stock is entitled to one (1) vote on all matters properly submitted to Investors stockholders. As of the close of business on the Investors record date, Investors directors and executive officers and their affiliates owned and were entitled to vote approximately 5,861,885 shares of Investors common stock, representing 2.4% of the outstanding shares of Investors common stock. Investors currently expects that each of its directors and executive officers will vote their shares in favor of the Investors merger proposal, the Investors compensation proposal and the Investors adjournment proposal, although none of them has entered into any agreements obligating them to do so.

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Vote Required; Treatment of Abstentions and Failure to Vote

Investors merger proposal:

Investors compensation proposal:

Investors adjournment proposal:

Attending the Virtual Special Meeting

The Investors special meeting may be accessed via the Investors special meeting website, where Investors stockholders will be able to listen to the Investors special meeting, submit questions and vote online. You are entitled to attend the Investors special meeting via the Investors special meeting website only if you were a stockholder of record at the close of business on the record date (a “record holder”) or you held your Investors shares beneficially in the name of a bank, broker, trustee or other nominee as of the record date (a “beneficial owner”), or you hold a valid proxy for the Investors special meeting.

If you are a record holder you will be able to attend the Investors special meeting online, ask questions and vote during the meeting by visiting www.proxydocs.com/ISBC and following the instructions. Please have your control number, which can be found on your proxy card, notice or email previously received, to access the meeting. If you are a beneficial owner, you also will be able to attend the Investors special meeting online, ask questions and vote during the meeting by visiting www.proxydocs.com/ISBC and following the instructions. Please have your control number, which can be found on the voting instructions provided by your bank, broker, trustee or other nominee, to access the meeting. Please review this information prior to the Investors special meeting to ensure you have access. See “—Shares Held in Street Name” below for further information.

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Stockholders will have substantially the same opportunities to participate in the virtual Investors special meeting as they would have at a physical, in-person meeting. Stockholders as of the record date will be able to attend, vote, examine the stockholder list, and submit questions during a portion of the meeting via the online platform. To ensure the Investors special meeting is conducted in a manner that is fair to all stockholders, we may exercise discretion in determining the order in which questions are answered and the amount of time devoted to any one question. We reserve the right to edit or reject questions we deem inappropriate or not relevant to the Investors special meeting’s limited purpose.

Technical assistance will be available for stockholders who experience an issue accessing the Investors special meeting. Contact information for technical support will appear on the Investors special meeting website prior to the start of the Investors special meeting.

Proxies

A holder of Investors shares may vote by proxy or at the Investors special meeting via the Investors special meeting website. If you hold your shares of Investors common stock in your name as a record holder, to submit a proxy, you, as a holder of Investors common stock, may use one of the following methods:

Investors requests that Investors stockholders vote by telephone, over the internet or by completing and signing the accompanying proxy card and returning it to Investors as soon as possible in the enclosed postage-paid envelope. When the accompanying proxy card is returned properly executed, the shares of Investors common stock represented by it will be voted at the Investors special meeting in accordance with the instructions contained on the proxy card. If you make no specification on your proxy card as to how you want your shares voted before signing and returning it, your proxy will be voted “FOR” the Investors merger proposal, “FOR” the Investors compensation proposal and “FOR” the Investors adjournment proposal.

If you are a beneficial owner, you should check the voting form used by that firm to determine whether you may vote by telephone or the internet.

Every vote is important. Accordingly, you should sign, date and return the enclosed proxy card, or vote via the internet or by telephone, whether or not you plan to attend the Investors special meeting virtually via the Investors special meeting website. Sending in your proxy card or voting by telephone or on the internet will not prevent you from voting your shares personally via the Investors special meeting website at the meeting because you may revoke your proxy at any time before it is voted.

Shares Held in Street Name

If you are a beneficial owner, you will be able to attend the Investors special meeting online, ask questions and vote during the meeting by visiting www.proxydocs.com/ISBC and following the instructions. Please have your control number, which can be found on the voting instructions provided by your bank, broker, trustee or other nominee, to access the meeting. Please contact your bank, broker, trustee or other nominee to obtain further instructions.

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If you do not attend the Investors special meeting and wish to vote, you must instruct the bank, broker, trustee or other nominee on how to vote your shares. Your bank, broker, trustee or other nominee will vote your shares only if you provide specific instructions on how to vote by following the instructions provided to you by your bank, broker, trustee or other nominee.

Further, banks, brokers, trustees or other nominees who hold shares on behalf of their customers may not give a proxy to Investors to vote those shares with respect to any of the proposals without specific instructions from their customers, as banks, brokers, trustees and other nominees do not have discretionary voting power on the proposals that will be voted upon at the Investors special meeting, including the Investors merger proposal, the Investors compensation proposal and the Investors adjournment proposal.

Revocability of Proxies

If you directly hold shares of Investors common stock in your name as a record holder, you can change your proxy vote at any time before your proxy is voted at the Investors special meeting. You can do this by:

If you are a beneficial owner of Investors common stock, you may change your vote by:

Attendance virtually at the Investors special meeting will not in and of itself constitute revocation of a proxy. A revocation or later-dated proxy received by Investors after the vote will not affect the vote. Investors’ corporate secretary’s mailing address is:

Investors Bancorp, Inc.

101 JFK Parkway

Short Hills, New Jersey 07078

Attention:    Brian F. Doran, Esq., Corporate Secretary

If the Investors virtual special meeting is postponed or adjourned, it will not affect the ability of Investors stockholders of record as of the record date to exercise their voting rights or to revoke any previously granted proxy using the methods described above.

Delivery of Proxy Materials

As permitted by applicable law, only one copy of this proxy statement/prospectus is being delivered to Investors stockholders residing at the same address, unless such Investors stockholders have notified Investors of their desire to receive multiple copies of the proxy statement/prospectus.

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Investors will promptly deliver, upon oral or written request, a separate copy of the proxy statement/prospectus to any holder of Investors common stock residing at an address to which only one copy of such document was mailed. Requests for additional copies should be directed to Investors’ proxy solicitor, Innisfree M&A Incorporated by calling toll-free at (877) 800-5192.

Solicitation of Proxies

Investors will pay the expenses of soliciting proxies to be voted at the special meeting. Following the original mailing of the proxies and other soliciting materials, Investors and its officers and employees may also solicit proxies by mail, telephone, facsimile, electronic mail or in person. No additional compensation will be paid to directors, officers or other employees of Investors for making these solicitations.

Investors has retained a proxy solicitation firm, Innisfree M&A Incorporated, to aid it in the solicitation process. Investors estimates it will pay Innisfree M&A Incorporated a fee of approximately $25,000 plus certain expenses and has agreed to indemnify Innisfree M&A Incorporated against certain losses. Equiniti Services Company, a proxy solicitation firm, will also assist Investors in soliciting proxies for the Investors special meeting. Investors will pay $8,500 for these services plus out-of-pocket expenses. Investors intends to reimburse persons who hold Investors common stock of record but not beneficially, such as brokers, custodians, nominees and fiduciaries, for their reasonable expenses in forwarding copies of proxies and other soliciting materials to, and requesting authority for the exercise of proxies from, the persons for whom they hold the shares of Investors common stock.

You should not send in any Investors stock certificates with your proxy card (or, if you are a beneficial owner, your voting instruction card). The exchange agent will mail a transmittal letter with instructions for the surrender of stock certificates to Investors stockholders as soon as practicable after completion of the merger.

Other Matters to Come Before the Investors Special Meeting

Investors management knows of no other business to be presented at the Investors special meeting, but if any other matters are properly presented to the meeting or any adjournments thereof, the persons named in the proxies will vote upon them in accordance with the Investors board of directors’ recommendations.

Assistance

If you need assistance in completing your proxy card, have questions regarding Investors’ special meeting or would like additional copies of this proxy statement/prospectus, please contact Investors Bancorp, Inc., 101 JFK Parkway, Short Hills, New Jersey 07078, Attn: Investors Relations, telephone (973) 924-5100, or Investors’ proxy solicitor, Innisfree M&A Incorporated, by calling toll-free: (877) 800-5192.

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INVESTORS PROPOSALS

Proposal 1: Investors Merger Proposal

Investors stockholders are being asked to approve and adopt the merger agreement and the transactions contemplated thereby, including the merger. Investors stockholders should read this proxy statement/prospectus carefully and in its entirety, including the annexes, for more detailed information concerning the merger agreement and the merger. A copy of the merger agreement is attached to this proxy statement/prospectus as Annex A.

The approval of the Investors merger proposal by Investors stockholders is a condition to the completion of the merger. The approval of the merger agreement requires the affirmative vote of at least a majority of the outstanding shares of Investors common stock entitled to vote thereon. Because the affirmative vote required to approve the merger agreement is based upon the total number of outstanding shares of Investors common stock, if you fail to submit a proxy or vote at the special meeting via the special meeting website, or vote to abstain, or you do not provide your bank, brokerage firm or other nominee with voting instructions, as applicable, this will have the same effect as a vote “AGAINST” the approval of the merger agreement.

The Investors board, by a unanimous vote of all directors, has adopted the merger agreement and declared the merger agreement and the transactions contemplated thereby, including the merger, to be advisable and in the best interest of Investors and Investors stockholders. See “The Merger—Investors’ Reasons for the Merger; Recommendation of Investors’ Board of Directors” beginning on page 44 for a more detailed discussion of the Investors board’s recommendation.

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

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Proposal 2: Investors Compensation Proposal

Pursuant to Section 14A of the Exchange Act and Rule 14a-21(c) thereunder, Investors is seeking a non-binding, advisory stockholder approval of the compensation of Investors’ named executive officers that is based on or otherwise relates to the merger as disclosed in the section entitled “The Merger—Interests of Investors Directors and Executive Officers in the Merger—Merger Related Executive Compensation for Investors’ Named Executive Officers” beginning on page 79. The proposal gives Investors stockholders the opportunity to express their views on the merger-related compensation of Investors’ named executive officers.

Accordingly, Investors is asking Investors stockholders to vote “FOR” the adoption of the following resolution, on a non-binding advisory basis:

“RESOLVED, that the compensation that will or may be paid or become payable to the Investors named executive officers, in connection with the merger, and the agreements or understandings pursuant to which such compensation will or may be paid or become payable, in each case as disclosed pursuant to Item 402(t) of Regulation S-K in ‘Interests of Investors Directors and Executive Officers in the Merger—Merger Related Executive Compensation for Investors’ Named Executive Officers,’ are hereby APPROVED.”

The non-binding, advisory vote on the Investors compensation proposal is a vote separate and apart from the votes on the Investors merger proposal and the Investors adjournment proposal. Accordingly, if you are a holder of Investors common stock, you may vote to approve the Investors merger proposal and/or the Investors adjournment proposal and vote not to approve the Investors compensation proposal, and vice versa.

The approval of the Investors compensation proposal by Investors stockholders is not a condition to the completion of the merger. If the merger is completed, the merger-related compensation will be paid to Investors’ named executive officers to the extent payable in accordance with the terms of the compensation agreements and arrangements even if Investors stockholders fail to approve the advisory vote regarding merger-related compensation.

The approval of the Investors compensation proposal requires that the votes cast in favor of the proposal exceed the votes cast against the proposal. If your shares of Investors common stock are present at the special meeting but are not voted on the proposal, or if you vote to abstain on the proposal, this will not have an effect on the Investors compensation proposal. If you fail to submit a proxy and fail to attend the special meeting via the special meeting website, or if you do not instruct your bank, brokerage firm or other nominee to vote your shares of Investors common stock in favor of the Investors compensation proposal, your shares of Investors common stock will not be voted, but this will not have an effect on the Investors compensation proposal except to the extent that it results in there being insufficient shares present at the special meeting to establish a quorum.

The Investors board unanimously recommends a vote “FOR” the advisory Investors compensation proposal.

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Proposal 3: Investors Adjournment Proposal

The Investors special meeting may be adjourned to another time or place, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Investors special meeting to approve the Investors merger proposal or to ensure that any supplement or amendment to this proxy statement/prospectus is timely provided to Investors stockholders.

If, at the Investors special meeting, the number of shares of Investors common stock present or represented and voting in favor of the Investors merger proposal is insufficient to approve the Investors merger proposal, Investors intends to move to adjourn the Investors special meeting to enable the Investors board to solicit additional proxies for approval of the Investors merger proposal. In that event, Investors will ask Investors stockholders to vote upon the Investors adjournment proposal, but not the Investors merger proposal or the Investors compensation proposal.

In this proposal, Investors is asking Investors stockholders to authorize the holder of any proxy solicited by the Investors board on a discretionary basis (i) if there are not sufficient votes at the time of the Investors special meeting to approve the Investors merger proposal or (ii) if necessary or appropriate to ensure that any supplement or amendment to this proxy statement/prospectus is timely provided to Investors stockholders, to vote in favor of adjourning the Investors special meeting to another time and place for the purpose of soliciting additional proxies, including the solicitation of proxies from Investors stockholders who have previously voted. Pursuant to the Investors bylaws, the Investors special meeting may be adjourned without new notice being given unless the adjournment is for more than thirty (30) days or if a new record date is set for the adjourned meeting.

The approval of the Investors adjournment proposal by Investors stockholders is not a condition to the completion of the merger. The approval of the Investors adjournment proposal requires the affirmative vote of a majority of votes cast on the proposal, whether or not a quorum is present. If your shares of Investors common stock are present at the special meeting but are not voted on the Investors adjournment proposal, or if you vote to abstain on the Investors adjournment proposal, this will not have an effect on the vote to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting or any adjournment or postponement thereof to approve the merger agreement. If you fail to submit a proxy and fail to attend the special meeting or if your shares of Investors common stock are held through a bank, brokerage firm or other nominee and you do not instruct your bank, brokerage firm or other nominee to vote your shares of Investors common stock, your shares of Investors common stock will not be voted, but this will not have an effect on the vote to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting or any adjournment or postponement thereof to approve the merger agreement.

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

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THE PARTIES TO THE MERGER

Citizens Financial Group, Inc.

One Citizens Plaza

Providence, RI 02903

(203) 900-6715

Citizens is a bank holding company incorporated under Delaware state law in 1984 and whose primary federal regulator is the Federal Reserve Board. CBNA is Citizens’ banking subsidiary, whose primary federal regulator is the Office of the Comptroller of the Currency.

Citizens is one of the nation’s oldest and largest financial institutions, with $185.1 billion in assets as of June 30, 2021. Headquartered in Providence, Rhode Island, Citizens offers a broad range of retail and commercial banking products and services to individuals, small businesses, middle-market companies, large corporations and institutions. Citizens helps its customers reach their potential by listening to them and by understanding their needs in order to offer tailored advice, ideas and solutions. In Consumer Banking, Citizens provides an integrated experience that includes mobile and online banking, a 24/7 customer contact center and the convenience of approximately 3,000 ATMs and approximately 1,000 branches in 11 states in the New England, Mid-Atlantic and Midwest regions. Consumer Banking products and services include a full range of banking, lending, savings, wealth management and small business offerings. In Commercial Banking, Citizens offers a broad complement of financial products and solutions, including lending and leasing, deposit and treasury management services, foreign exchange, interest rate and commodity risk management solutions, as well as loan syndication, corporate finance, merger and acquisition, and debt and equity capital markets capabilities.

Citizens common stock is currently listed on the NYSE under the symbol “CFG.”

Investors Bancorp, Inc.

101 John F. Kennedy Parkway

Short Hills, New Jersey 07078

(973) 924-5100

Investors is a Delaware corporation that owns all of the outstanding common stock of Investors Bank and, as such, is a bank holding company subject to regulation by the Board of Governors of the Federal Reserve System. At June 30, 2021, Investors and its consolidated subsidiaries had total assets of $26.8 billion, total loans receivable, net, of $21.1 billion, total deposits of $19.4 billion, and total stockholders’ equity of $2.8 billion.

Investors Bank is a New Jersey-chartered commercial bank headquartered in Short Hills, New Jersey. Originally founded in 1926 as a New Jersey-chartered mutual savings and loan association, it has grown through acquisitions and internal growth, including de novo branching. In 1992, the charter was converted to a mutual savings bank and in 1997 the charter was converted to a New Jersey-chartered stock savings bank in connection with a reorganization into the mutual holding company structure. In 2019, the charter was converted to a New Jersey-chartered commercial bank.

Investors Bank is in the business of attracting deposits from the public through its branch network and a secure online channel and borrowing funds in the wholesale markets to originate loans and to invest in securities. Investors Bank originates multi-family loans, commercial real estate loans, commercial and industrial loans, one-to four- family residential mortgage loans, construction loans and consumer loans, the majority of which are cash surrender value lending on life insurance contracts, home equity loans and home equity lines of credit. Securities, primarily mortgage-backed securities, U.S. Government and Federal Agency obligations, and other securities represented 14% of consolidated assets at June 30, 2021. Investors Bank is subject to comprehensive regulation and examination by the NJDOBI, the Federal Deposit Insurance Corporation and the Consumer Financial Protection Bureau.

Investors common stock is currently listed on the NASDAQ under the symbol “ISBC.”

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THE MERGER

This section describes the merger. The description in this section and elsewhere in this proxy statement/prospectus is qualified in its entirety by reference to the complete text of the merger agreement, a copy of which is attached as Annex A and is incorporated by reference into this proxy statement/prospectus. This summary does not purport to be complete and may not contain all of the information about the merger that is important to you. You are encouraged to read the merger agreement carefully and in its entirety. This section is not intended to provide you with any factual information about Investors or Citizens. Such information can be found elsewhere in this proxy statement/prospectus and in the public filings Investors and Citizens make with the SEC that are incorporated by reference into this document, as described in the section entitled “Where You Can Find More Information” beginning on page 144 of this proxy statement/prospectus.

Terms of the Merger

Each of Citizens’ and Investors’ respective boards of directors has approved the merger agreement. Pursuant to the merger agreement, Investors will merge with and into Citizens with Citizens surviving the merger as the surviving corporation. Following the completion of the merger, Investors Bank, Investors’ banking subsidiary, will merge with and into CBNA, Citizens’ banking subsidiary, with CBNA continuing as the surviving entity in the bank merger.

In the merger, each share of Investors common stock issued and outstanding immediately prior to the effective time (other than exception shares) will be entitled to receive 0.297 shares of Citizens common stock and $1.46 in cash. No fractional shares of Citizens common stock will be issued in connection with the merger, and holders of Investors common stock will be entitled to receive cash in lieu thereof. The value of the merger consideration is dependent upon the value of Citizens common stock at the effective time of the merger and therefore will fluctuate with the market price of Citizens common stock.

Holders of Investors common stock are being asked to approve the merger agreement. See “The Merger Agreement” beginning on page 91 of this proxy statement/prospectus for additional and more detailed information regarding the legal documents that govern the merger, including the conditions to completion of the merger and the provisions for terminating or amending the merger agreement.

Background of the Merger

Since its conversion from the mutual holding company form of organization to stock corporation form in May 2014, Investors has managed its capital through stock repurchases, cash dividends, controlled organic growth, primarily in its commercial loan portfolio, and strategic acquisitions. In April 2020, Investors consummated its acquisition of Gold Coast Bank, a New York commercial bank with approximately $535 million of assets, which operated primarily in Long Island, New York. In August 2021, Investors completed its acquisition of eight (8) branches (with aggregate deposits of approximately $600 million) located in New Jersey and Pennsylvania from Berkshire Bank. In addition, the Investors board has regularly reviewed and discussed Investors’ business strategy, performance and prospects in the context of the national and local economic environment, developments in the regulation of financial institutions and the competitive landscape. Among other things, these reviews and discussions have included possible strategic initiatives available to Investors, such as capital management strategies, including paying regular and special cash dividends, and potential acquisitions and business combinations involving other financial institutions. These reviews and discussions included consideration of the mergers and acquisitions environment, including review of multiples and premiums being paid and an assessment of potential partners for Investors. In connection with the evaluation of these strategic initiatives, Kevin Cummings, Chairman and Chief Executive Officer of Investors, has had, from time to time, informal discussions with representatives of other financial institutions, including Citizens, and has regularly updated the Investors board regarding such discussions.

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The Citizens board, together with management, regularly considers and evaluates potential opportunities, which from time to time include strategic transactions, as part of the consideration and evaluation of Citizen’s business strategies, performance and challenges, as well as developments in Citizen’s business, the financial markets, the financial services industry, economic conditions and the regulatory environment, with the goal of enhancing value for Citizen’s shareholders.

As Investors management reviewed its business strategy with the board of directors for 2019, management discussed the competitive landscape in Investors’ region and the challenges of continuing loan and deposit growth. They discussed the persistence of a flat yield curve environment and its impact on earnings. Management also discussed the need for additional investments in technology that would be required to keep pace with larger competitors. Management felt the bank needed to consider strategic opportunities to further enhance shareholder value, including seeking a comparable-sized financial institution for a strategic business combination or a larger financial institution as a strategic acquirer.

In April 2019, informal conversations began between Investors and another bank holding company with operations in Investors’ region (“Company A”) regarding a possible strategic combination with Investors. Following the initial approach from Company A, on July 6, 2019, Mr. Cummings had a telephone call with the President and Chief Executive Officer of Company A to more substantively discuss Company A’s interest in a possible strategic combination with Investors, with both parties agreeing that such a strategic combination could be a good fit for each company. Later that month, a mutual confidentiality agreement was signed between Investors and Company A for the purpose of facilitating further discussions.

During the period from August 2019 through mid-March 2020, there were a number of discussions around what a combination would look like. At the regularly scheduled meetings of the Investors board in December 2019 and January and February 2020, Mr. Cummings updated the Investors board on the status of discussions with Company A.

In mid-March 2020, as a result of the outbreak of the COVID-19 pandemic, the parties mutually agreed to pause any further discussions or due diligence relating to a potential strategic combination.

In January 2021, the President and Chief Executive Officer of Company A contacted Mr. Cummings to request that the parties re-engage in discussions regarding a potential strategic combination. In February, March and April of 2021, substantive negotiations recommenced between Investors and Company A, and each party re-engaged in a due diligence review of the other party. Investors engaged KBW to act as its financial advisor on February 19, 2021 in connection with the potential transaction with Company A. At the regularly scheduled board meetings held in February, March and April, 2021, Mr. Cummings updated the Investors board on the status of discussions with Company A.

On March 30 and 31 and April 1, 2021, Investors, Company A and their respective legal and financial advisors met for reciprocal management meetings as part of Investors’ and Company A’s due diligence process. However, in mid-April 2021, Company A terminated its due diligence process and ended the negotiations. At the regularly scheduled board meeting held in April 2021, Mr. Cummings advised the Investors board of the termination of discussions with Company A.

In late April 2021, Mr. Cummings was contacted by email by the Chairman and Chief Executive Officer of Citizens, Bruce Van Saun, in which Mr. Van Saun requested that he and Mr. Cummings set up an in-person meeting. Mr. Cummings informed the Investors board of this communication. On May 5, 2021, Mr. Cummings met with Mr. Van Saun and discussed a potential merger of Investors with and into Citizens. At this meeting, the parties discussed the general histories and cultures of Investors and Citizens, how Investors’ franchise fit within Citizens’ strategic plans and the potential benefits of a transaction between the two parties. Mr. Cummings apprised the Investors board’s Lead Independent Director of the discussion which had occurred during the May 5^th meeting with Mr. Van Saun.

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On May 24, 2021, Domenick A. Cama, President and Chief Operating Officer of Investors, Mr. Cummings and Mr. Van Saun met to further discuss a possible acquisition of Investors by Citizens. During this meeting, Mr. Cama, Mr. Cummings and Mr. Van Saun agreed that members of the management teams of both parties should meet to further discuss certain financial aspects of a potential transaction between the parties. At the regularly scheduled board meeting on May 25, 2021, Mr. Cummings informed the Investors board of the status of discussions with Citizens. The Investors board directed Mr. Cummings to continue discussions with Citizens.

On June 1, 2021, at a special meeting of the Investors board, Mr. Cummings provided an update as to discussions with Citizens and a summary of the discussions to date. Representatives of KBW, one of Investors’ financial advisors for the potential transaction, participated in the meeting. At the meeting, representatives of KBW reviewed the current state of the banking markets as well as the financial performance of Citizens. Representatives of KBW also reviewed financial aspects of the proposed transaction, including a comparison of illustrative transaction pricing ratios and multiples, and also discussed the strategic rationale for a combination with Citizens and potential pro forma characteristics of the combined company. The Investors board directed Mr. Cummings to continue discussions with Citizens.

On June 4, 2021, Investors and Citizens executed a mutual nondisclosure agreement for the purpose of facilitating further discussion and due diligence regarding a potential merger. In early June 2021, Investors and Citizens exchanged initial due diligence materials and each party was provided access to each other’s virtual data room.

On June 14 and 15, 2021, senior management for Investors and representatives of Investors’ legal advisor, Luse Gorman, met for due diligence discussions with senior management for Citizens. The parties discussed Investors’ and Citizens’ respective business matters, including financial performance and expectations for the future, employee matters, regulatory and legal issues. Representatives of KBW and Piper Sandler, which was also acting as a financial advisor to Investors to the transaction, and Citizens’ financial advisor, Morgan Stanley & Co. LLC (“Morgan Stanley”), were also in attendance.

On June 18, 2021, at a special meeting of the Investors board, Mr. Cummings provided the Investors board with a summary of the meetings which had taken place on June 14 and 15, 2021, between senior management of Investors and Citizens and their respective financial and internal legal representatives. Following discussion, the Investors board directed Mr. Cummings to continue discussion with Citizens.

At the June 28, 2021 regularly scheduled meeting of the Investors board, representatives of KBW again reviewed the financial aspects of the proposed transaction, including a comparison of illustrative transaction pricing ratios and multiples, and again discussed the strategic rationale for a combination with Citizens and potential pro forma characteristics of the combined company. Representatives of KBW and Piper Sandler also updated the Investors board regarding the status of the continuing due diligence being conducted by the parties as well as the discussions relating to the financial considerations of the proposed transaction. A representative of Luse Gorman attended this meeting and reviewed and discussed the directors’ fiduciary duties under Delaware law. At the conclusion of the discussion, the Investors board directed management, with the assistance of Luse Gorman and KBW, to continue discussions regarding a possible merger with Citizens.

On July 8, 2021, Sullivan & Cromwell, Citizens’ legal advisor, provided Luse Gorman with an initial draft of the proposed merger agreement. Over the following days, Investors and Citizens, with the assistance of their financial and legal advisors, negotiated the exchange ratio and the terms of the merger agreement and related matters, including restrictions on Investor’s dividend practice during the pendency of the merger and the handling, post-closing, of certain benefits agreements and plans in which Investors’ directors and officers are participants. The parties also continued their reciprocal due diligence efforts.

On July 23, 2021, at a special meeting of the Investors board, Mr. Cummings advised the Investors board that negotiation of the key financial terms of the proposed merger with Citizens were continuing. Mr. Cummings also advised the Investors board of the discussions with Citizens regarding (i) potential appointment of one or more

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current members of the Investors board to the Citizens board, with such appointment(s) to be effective as of the consummation of the merger; and (ii) employment and severance arrangements with the executive officers, including the severance payments and non-compete agreements and related payments for Mr. Cummings and Mr. Cama. Mr. Cummings also informed the Investors board that Investors senior management would be conducting further reverse due diligence of Citizens on July 24 and 25, 2021. At the conclusion of the meeting, the Investors board directed management, with the assistance of Luse Gorman, KBW and Piper Sandler, to continue discussions regarding a possible merger with Citizens. On July 26, 2021, Investors formally engaged Piper Sandler to act as a financial advisor.

In the morning of July 27, 2021, the parties reached an agreement on the outstanding terms of the merger agreement and related items, including an agreement to an exchange ratio of 0.297 and cash consideration of $1.46 per share.

In the afternoon of July 27, 2021, the Compensation and Benefits Committee of the Investors board held a special meeting that was attended by representatives of Luse Gorman. The representatives of Luse Gorman reviewed and discussed with the Committee the terms of (i) a non-compete and non-solicit agreement to be entered into between Mr. Cummings and Investors to be effective upon consummation of the merger and which would be in effect for three years following the merger, including certain payments to be made to Mr. Cummings in consideration for entering into such agreement; (ii) the payment of severance to the executive officers; (iii) the proposed non-compete and the employment agreement to be entered into by Mr. Cama with Citizens and the proposed employment agreement to be entered into by Richard S. Spengler, Senior Executive Vice President and Chief Lending Officer of Investors, with Citizens in connection with the execution of the merger agreement; and (iv) the transaction bonuses to be paid to certain Investors executives upon consummation the merger. Following such review and discussion, the Compensation and Benefits Committee of the Investors board unanimously approved these arrangements.

In the afternoon of July 27, 2021, following the meeting of the Compensation and Benefits Committee, the Investors board held a meeting with management and Investors’ legal and financial advisors in attendance. At the meeting, the Investors board considered the approval of the merger agreement and the transactions contemplated by the merger agreement. The Investors board had been provided with a set of meeting materials in advance of the meeting, including the merger agreement and a summary of the material terms of the merger agreement and separate financial presentations provided by KBW and Piper Sandler. At this meeting, KBW reviewed the financial aspects of the proposed merger and rendered to the Investors board an opinion to the effect that, as of that date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW as set forth in such opinion, the exchange ratio in the merger was fair, from a financial point of view, to the holders of Investors common stock. A copy of the opinion is attached to this proxy statement/prospectus as Annex B. At this meeting, Piper Sandler reviewed the financial aspects of the proposed merger and rendered to the Investors board of directors an opinion to the effect that, as of that date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by Piper Sandler as set forth in such opinion, the exchange ratio in the merger was fair, from a financial point of view, to the holders of Investors common stock. A copy of the opinion is attached to this proxy statement/prospectus as Annex C. Luse Gorman again reviewed with the Investors board fiduciary duties of the directors in connection with its consideration of the proposed merger. Luse Gorman then reviewed in detail the terms and conditions of the proposed definitive merger agreement with the Investors board, including but not limited to, the transaction structure, merger consideration, the representations, warranties and covenants that were being made by each of Investors and Citizens, closing conditions, and termination rights of the parties. The Compensation and Benefits Committee reported on its meeting reviewing and approving the compensation arrangements for the executives. After considering the proposed terms of the merger agreement and related transaction documents, and taking into consideration the matters discussed during that meeting and prior meetings of the Investors board, including the strategic alternatives discussed at those meetings and the factors described under the section of this proxy statement/prospectus entitled “The Merger—Investors’ Reasons for the Merger; Recommendation of Investors Board of Directors,” the Investors board unanimously determined that entering into the merger agreement and the other related agreements with Citizens was advisable and in the best interests of Investors and its shareholders, and the directors unanimously approved the merger agreement

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and unanimously determined to recommend that Investors’ shareholders approve the merger and adopt the merger agreement.

On July 28, 2021, following the respective board meetings of Investors and Citizens, Investors and Citizens executed the merger agreement. On July 28, 2021, Investors and Citizens issued a joint press release announcing the execution of the merger agreement.

Investors’ Reasons for the Merger; Recommendation of the Investors Board of Directors

After careful consideration, the Investors board, at a special meeting held on July 27, 2021, unanimously (i) determined that the merger agreement and the transactions contemplated thereby, including the merger, are in the best interests of Investors and its stockholders, (ii) declared the merger agreement advisable and (iii) approved the execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated thereby, including the merger. Accordingly, the Investors board unanimously recommends that the Investors stockholders vote “FOR” the Investors merger proposal, “FOR” the Investors compensation proposal and “FOR” the Investors adjournment proposal.

In reaching its decision to approve the merger agreement and the transactions contemplated thereby, including the merger, and to recommend that Investors stockholders adopt the merger agreement, the Investors board evaluated the merger agreement, the merger and the other transactions contemplated by the merger agreement in consultation with Investors management, as well as with Investors’ financial and legal advisors, and considered a number of factors, including the following:

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The Investors board also considered the potential risks related to the transaction, but concluded that the anticipated benefits of combining with Citizens were likely to outweigh these risks. These potential risks include:

The foregoing discussion of the information and factors considered by the Investors board is not intended to be exhaustive, but includes the material factors considered by the board. In reaching its decision to approve the merger agreement and the transactions contemplated thereby, including the merger, the Investors board did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The Investors board considered all these factors as a whole in evaluating the merger agreement and the transactions contemplated thereby, including the merger.

For the reasons set forth above, the Investors board determined that the merger agreement and the transactions contemplated by the merger agreement are advisable and fair to and in the best interests of Investors and its stockholders, and approved the merger agreement and the transactions contemplated thereby, including the merger.

In considering the recommendation of the Investors board, you should be aware that certain directors and executive officers of Investors may have interests in the merger that are different from, or in addition to, interests of stockholders of Investors generally and may create potential conflicts of interest. The Investors board was

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aware of these interests and considered them when evaluating and negotiating the merger agreement and the transactions contemplated thereby, including the merger, and in recommending to Investors’ common stockholders that they vote in favor of the Investors merger proposal. See “The Merger—Interests of Investors Directors and Executive Officers in the Merger” beginning on page 74.

It should be noted that this explanation of the reasoning of the Investors board 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 23.

For the reasons set forth above, the Investors board unanimously recommends that the holders of Investors common stock vote “FOR” the Investors merger proposal and “FOR” the other proposals to be considered at the Investors special meeting.

Opinions of Investors’ Financial Advisors

Opinion of Keefe, Bruyette & Woods, Inc.

Investors engaged KBW as its lead financial advisor to render financial advisory and investment banking services to Investors, including an opinion to the Investors board as to the fairness, from a financial point of view, to the holders of Investors common stock of the merger consideration in the proposed merger. Investors selected KBW because KBW is a nationally recognized investment banking firm with substantial experience in transactions similar to the merger. As part of its investment banking business, KBW is continually engaged in the valuation of financial services businesses and their securities in connection with mergers and acquisitions.

As part of its engagement, representatives of KBW attended the meeting of the Investors board held on July 27, 2021, at which the Investors board evaluated the proposed merger. At this meeting, KBW reviewed the financial aspects of the proposed merger and rendered to the Investors board an opinion to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW as set forth in its opinion, the merger consideration in the proposed merger was fair, from a financial point of view, to the holders of Investors common stock. The Investors board approved the merger agreement at this meeting.

The description of the opinion set forth herein is qualified in its entirety by reference to the full text of the opinion, which is attached as Annex B to this proxy statement/prospectus and is incorporated herein by reference, and describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion.

KBW’s opinion speaks only as of the date of the opinion. The opinion was for the information of, and was directed to, the Investors board (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion addressed only the fairness, from a financial point of view, of the merger consideration in the merger to the holders of Investors common stock. It did not address the underlying business decision of Investors to engage in the merger or enter into the merger agreement or constitute a recommendation to the Investors board in connection with the merger, and it does not constitute a recommendation to any holder of Investors common stock or any stockholder of any other entity as to how to vote or act in connection with the merger or any other matter, nor does it constitute a recommendation regarding whether or not any such stockholder should enter into a voting, shareholders’ or affiliates’ agreement with respect to the merger or exercise any dissenters’ or appraisal rights that may be available to such stockholder.

KBW’s opinion was reviewed and approved by KBW’s Fairness Opinion Committee in conformity with its policies and procedures established under the requirements of Rule 5150 of the Financial Industry Regulatory Authority.

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In connection with the opinion, KBW reviewed, analyzed and relied upon material bearing upon the financial and operating condition of Investors and Citizens and bearing upon the merger, including, among other things:

KBW’s consideration of financial information and other factors that it deemed appropriate under the circumstances or relevant to its analyses included, among others, the following:

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KBW also performed such other studies and analyses as it considered appropriate and took into account its assessment of general economic, market and financial conditions and its experience in other transactions, as well as its experience in securities valuation and knowledge of the banking industry generally. KBW also participated in discussions held by the managements of Investors and Citizens regarding the past and current business operations, regulatory relations, financial condition and future prospects of their respective companies and such other matters as KBW deemed relevant to its inquiry. KBW was not requested to, and did not, assist Investors with soliciting indications of interest from third parties regarding a potential transaction with Investors.

In conducting its review and arriving at its opinion, KBW relied upon and assumed the accuracy and completeness of all of the financial and other information that was provided to or discussed with it or that was publicly available and KBW did not independently verify the accuracy or completeness of any such information or assume any responsibility or liability for such verification, accuracy or completeness. KBW relied upon the management of Investors as to the reasonableness and achievability of the financial and operating forecasts and projections of Investors and adjustments to balance sheet and capital data of Investors as of June 30, 2021 referred to above (and the assumptions and bases therefor), and KBW assumed that all such information was reasonably prepared and represented the best currently available estimates and judgments of such management and that the forecasts, projections and estimates reflected in such information would be realized in the amounts and in the time periods estimated by such management. KBW further relied, with the consent of Investors, upon Citizens management as to the reasonableness and achievability of the publicly available consensus “street estimates” of Citizens, the assumed Citizens long-term growth rates, the adjustments to balance sheet and capital data of Citizens as of June 30, 2021, and the estimates regarding certain pro forma financial effects of the merger on Citizens (including, without limitation, the cost savings, related expenses and operating synergies expected to result or be derived from the merger), all as referred to above (and the assumptions and bases for all such information), and KBW assumed that all such information was reasonably prepared and represented, or in the case of the publicly available consensus “street estimates” of Citizens referred to above that such estimates were consistent with, the best currently available estimates and judgments of such management and that the forecasts, projections and estimates reflected in such information would be realized in the amounts and in the time periods estimated. KBW expressed no view or opinion as to the Berkshire branch acquisition or the HSBC branch acquisition (or any terms, aspects, effects or implications thereof) and, with the consent of Investors, assumed that Berkshire branch acquisition would be consummated as described to KBW by Investors management during the third quarter of 2021 and that the HSBC branch acquisition would be consummated as described to KBW by Citizens management during the first quarter of 2022.

It is understood that the portion of the foregoing financial information of Investors and Citizens that was provided to KBW was not prepared with the expectation of public disclosure and that all of the foregoing financial information, including the publicly available consensus “street estimates” of Citizens referred to above, was based on numerous variables and assumptions that are inherently uncertain (including, without limitation, factors related to general economic and competitive conditions and, in particular, assumptions regarding the

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ongoing COVID-19 pandemic) and, accordingly, actual results could vary significantly from those set forth in such information. KBW assumed, based on discussions with the respective managements of Investors and Citizens and with the consent of the Investors board, that all such information provided a reasonable basis upon which KBW could form its opinion and KBW expressed no view as to any such information or the assumptions or bases therefor. Among other things, such information assumed that the ongoing COVID-19 pandemic could have an adverse impact, which has been assumed to be limited, on Investors and Citizens. KBW relied on all such information without independent verification or analysis and did not in any respect assume any responsibility or liability for the accuracy or completeness thereof.

KBW also assumed that there were no material changes in the assets, liabilities, financial condition, results of operations, business or prospects of either Investors or Citizens since the date of the last financial statements of each such entity that were made available to KBW. KBW is not an expert in the independent verification of the adequacy of allowances for loan and lease losses and KBW assumed, without independent verification and with Investors’ consent, that the aggregate allowances for loan and lease losses for each of Investors and Citizens are adequate to cover such losses. In rendering its opinion, KBW did not make or obtain any evaluations or appraisals or physical inspection of the property, assets or liabilities (contingent or otherwise) of Investors or Citizens, the collateral securing any of such assets or liabilities, or the collectability of any such assets, nor did KBW examine any individual loan or credit files, nor did it evaluate the solvency, financial capability or fair value of Investors or Citizens under any state or federal laws, including those relating to bankruptcy, insolvency or other matters. Estimates of values of companies and assets do not purport to be appraisals or necessarily reflect the prices at which companies or assets may actually be sold. Such estimates are inherently subject to uncertainty and should not be taken as KBW’s view of the actual value of any companies or assets.

KBW assumed, in all respects material to its analyses:

KBW assumed that the merger would be consummated in a manner that complies with the applicable provisions of the Securities Act, the Exchange Act and all other applicable federal and state statutes, rules and regulations. KBW was further advised by representatives of Investors that Investors relied upon advice from its advisors (other than KBW) or other appropriate sources as to all legal, financial reporting, tax, accounting and regulatory

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matters with respect to Investors, Citizens, the merger and any related transaction, the Berkshire branch acquisition, the HSBC branch acquisition, and the merger agreement. KBW did not provide advice with respect to any such matters.

KBW’s opinion addressed only the fairness, from a financial point of view, as of the date of the opinion, of the merger consideration in the merger to the holders of Investors common stock. KBW expressed no view or opinion as to any other terms or aspects of the merger or any term or aspect of any related transaction (including the bank merger and the actions relating to the Investors Bank Amended and Restated Employee Stock Ownership Plan to be taken prior to the closing of the merger), including without limitation, the form or structure of the merger (including the form of merger consideration or the allocation thereof between cash and stock) or any such related transaction, any consequences of the merger or any such related transaction to Investors, its stockholders, creditors or otherwise, the treatment of Investors restricted shares and stock options in the merger, or any terms, aspects, merits or implications of any employment, consulting, voting, support, shareholder, charitable foundation giving or other agreements, arrangements or understandings contemplated or entered into in connection with the merger or otherwise. KBW’s opinion was necessarily based upon conditions as they existed and could be evaluated on the date of such opinion and the information made available to KBW through the date of such opinion. There has been widespread disruption, extraordinary uncertainty and unusual volatility arising from the effects of the COVID-19 pandemic, including the effect of evolving governmental interventions and non-interventions. Developments subsequent to the date of KBW’s opinion may have affected, and may affect, the conclusion reached in KBW’s opinion and KBW did not and does not have an obligation to update, revise or reaffirm its opinion. KBW’s opinion did not address, and KBW expressed no view or opinion with respect to:

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In performing its analyses, KBW made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, which are beyond the control of KBW, Investors and Citizens. Any estimates contained in the analyses performed by KBW are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by these analyses. Additionally, estimates of the value of businesses or securities do not purport to be appraisals or to reflect the prices at which such businesses or securities might actually be sold. Accordingly, these analyses and estimates are inherently subject to substantial uncertainty. In addition, KBW’s opinion was among several factors taken into consideration by the Investors board in making its determination to approve the merger agreement and the merger. Consequently, the analyses described below should not be viewed as determinative of the decision of the Investors board with respect to the fairness of the merger consideration. The type and amount of consideration payable in the merger were determined through negotiation between Investors and Citizens and the decision of Investors to enter into the merger agreement was solely that of the Investors board.

The following is a summary of the material financial analyses presented by KBW to the Investors board in connection with its opinion. The summary is not a complete description of the financial analyses underlying the opinion or the presentation made by KBW to the Investors board, but summarizes the material analyses performed and presented in connection with such opinion. The financial analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the financial analyses. The preparation of a fairness opinion is a complex analytic process involving various determinations as to appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. In arriving at its opinion, KBW did not attribute any particular weight to any analysis or factor that it considered, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, KBW believes that its analyses and the summary of its analyses must be considered as a whole and that selecting portions of its analyses and factors or focusing on the information presented below in tabular format, without considering all analyses and factors or the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the process underlying its analyses and opinion.

For purposes of the financial analyses described below, KBW utilized an implied transaction value for the merger of $14.63 per outstanding share of Investors common stock, or approximately $3,632.2 million in the aggregate (inclusive of the implied value of in-the-money Investors stock options), based on (i) the implied value of the stock consideration per outstanding share of Investors common stock based on the 0.2970x exchange ratio in the proposed merger and the closing price of Citizens common stock on July 27, 2021 and (ii) the cash consideration per outstanding share of Investors common stock of $1.46. In addition to the financial analyses described below, KBW reviewed with the Investors board for informational purposes, among other things, implied transaction multiples for the proposed merger (based on the implied transaction value for the merger of $14.63 per outstanding share of Investors common stock) of 11.5x Investors’ estimated calendar year 2021 earnings per share (“EPS”) using financial and operating forecasts and projections of Investors provided by Investors management and 11.7x Investors’ estimated calendar year 2021 EPS using publicly available consensus “street estimates” of Investors.

Investors Selected Companies Analysis. Using publicly available information, KBW compared the financial performance, financial condition and market performance of Investors to 13 selected major exchange-traded U.S. banks with total assets between $20 billion and $35 billion. Merger targets were excluded from the selected companies. In addition, three companies were excluded where each of their total assets pro forma for pending acquisitions would exceed $35 billion.

The selected companies were as follows (shown in descending order of total assets):

PacWest Bancorp

Associated Banc-Corp

Commerce Bancshares, Inc.

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Umpqua Holdings Corporation

United Bankshares, Inc.

Bank OZK

Fulton Financial Corporation

Glacier Bancorp, Inc.

First Hawaiian, Inc.

Simmons First National Corporation

Bank of Hawaii Corporation

Ameris Bancorp

Pacific Premier Bancorp, Inc.

To perform this analysis, KBW used profitability and other financial information for the most recent completed fiscal quarter, which is referred to as “MRQ,” (or, in the case of dividend yield, most recent completed fiscal quarter annualized) available or as of the end of such period and market price information as of July 27, 2021. The capital and balance sheet information for Glacier Bancorp, Inc. used by KBW was pro forma for a pending acquisition. KBW also used 2021 and 2022 EPS estimates taken from publicly available consensus “street estimates” for Investors and the selected companies. In addition, KBW used 2021 and 2022 EPS estimates of Investors taken from financial and operating forecasts and projections of Investors provided by Investors management. Certain financial data presented in the tables below may not correspond to the data presented in Investors’ historical financial statements, or the data presented under the section “The Merger—Opinions of Investors Financial Advisors—Opinion of Piper Sandler & Co.,” as a result of the different periods, assumptions and methods used by KBW to compute the financial data presented.

KBW’s analysis showed the following concerning the financial performance of Investors and the selected companies:

KBW’s analysis showed the following concerning the financial condition of Investors and, to the extent publicly available, the selected companies:

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In addition, KBW’s analysis showed the following concerning the market performance of Investors and the selected companies:

No company used as a comparison in the above selected companies analysis is identical to Investors. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

Citizens Selected Companies Analysis. Using publicly available information, KBW compared the financial performance, financial condition and market performance of Citizens to 11 selected major exchange-traded U.S. banks with total assets between $75 billion and $250 billion. Merger targets were excluded from the selected companies.

The selected companies were as follows (shown in descending order of total assets):

To perform this analysis, KBW used profitability and other financial information for the most recent completed fiscal quarter (or, in the case of dividend yield, most recent completed fiscal quarter annualized) available or as of the end of such periods and market price information as of July 27, 2021. The capital and balance sheet information for M&T Bank Corporation, Huntington Bancshares Incorporated, and SVB Financial Group used by KBW was pro forma for pending or recently completed acquisitions. KBW also used 2021 and 2022 EPS estimates taken from publicly available consensus “street estimates” for Citizens and the selected companies. Certain financial data presented in the tables below may not correspond to the data presented in Citizens’ historical financial statements, or the data presented under the section “The Merger—Opinions of Investors Financial Advisors—Opinion of Piper Sandler & Co.,” as a result of the different periods, assumptions and methods used by KBW to compute the financial data presented.

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KBW’s analysis showed the following concerning the financial performance of Citizens and the selected companies:

KBW’s analysis also showed the following concerning the financial condition of Citizens and the selected companies:

In addition, KBW’s analysis showed the following concerning the market performance of Citizens and the selected companies:

No company used as a comparison in the above selected companies analysis is identical to Citizens. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

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Selected Transactions Analysis. KBW reviewed publicly available information related to 11 selected U.S. bank transactions announced since December 31, 2019 with announced deal values greater than $1 billion.

The 11 selected transactions in this group were as follows:

For each selected transaction (except as described below), KBW derived the following implied transaction statistics, in each case based on the transaction consideration value paid for the acquired company and using financial data, to the extent publicly available, based on the acquired company’s then latest publicly available financial statements prior to the announcement of the respective transaction and publicly available one year forward estimated EPS prior to the announcement of the respective transaction:

KBW also reviewed the price per common share paid for the acquired company for the 10 selected transactions involving publicly traded acquired companies as a premium to the closing stock price of the acquired company one day prior to the announcement of the acquisition (expressed as a percentage and referred to as the one-day market premium). The resulting transaction statistics for the selected transactions were compared with the corresponding transaction statistics for the proposed merger based on the implied transaction value for the merger of $14.63 per outstanding share of Investors common stock and using historical financial information for Investors for the 12-month period ended or as of June 30, 2021, Investors’ estimated calendar year 2022 EPS taken from publicly available consensus “street estimates” of Investors and also financial and operating forecasts and projections of Investors provided by Investors management, and the closing price of Investors common stock on July 27, 2021.

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The results of the analysis are set forth in the following table (excluding the impact of the LTM EPS multiples for two of the selected transactions, which multiples were considered not meaningful because they were either greater than 35.0x or negative):

No company or transaction used as a comparison in the above selected transaction analysis is identical to Investors or the proposed merger. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

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Relative Contribution Analysis. KBW analyzed the relative stand-alone contribution of Citizens and Investors to various pro forma balance sheet and income statement items and the combined market capitalization of the combined entity. This analysis did not include purchase accounting adjustments or cost savings. To perform this analysis, KBW used (i) balance sheet data for Citizens and Investors as of June 30, 2021, certain adjustments to balance sheet data of Investors as of June 30, 2021 for the estimated pro forma impact of the Berkshire branch acquisition provided to or otherwise discussed with KBW by Investors management and certain adjustments to balance sheet data of Citizens as of June 30, 2021 for the estimated pro forma impact of the HSBC branch acquisition provided to or otherwise discussed with KBW by Citizens management, (ii) publicly available consensus “street estimates” for Citizens, (iii) financial and operating forecasts and projections of Investors provided by Investors management, and (iv) market price information as of July 27, 2021. The results of KBW’s analysis are set forth in the following table, which also compares the results of KBW’s analysis with the implied pro forma ownership percentages of Citizens’ and Investors’ respective stockholders in the combined company based on the 0.2970x exchange ratio provided for in the merger agreement and also with the implied pro forma ownership percentages of Citizens’ and Investors’ respective stockholders in the combined company hypothetically assuming 100% stock consideration in the merger for illustrative purposes:

Financial Impact Analysis. KBW performed a pro forma financial impact analysis that combined projected income statement and balance sheet information of Citizens and Investors. Using (i) closing balance sheet estimates as of March 31, 2022 for Citizens and Investors taken from publicly available consensus “street estimates,” (ii) publicly available consensus EPS “street estimates” of Citizens and Investors, (iii) assumed EPS growth rates for Citizens and Investors with respect to calendar year 2023 provided by Citizens management and (iv) pro forma assumptions (including, without limitation, the cost savings, related expenses and operating synergies expected to result from the merger and certain purchase accounting and other merger-related adjustments and restructuring charges assumed with respect thereto) provided by Citizens management, KBW analyzed the potential financial impact of the merger on certain projected financial results of Citizens. This analysis indicated the merger could be accretive to Citizens’ estimated 2022 and 2023 EPS and dilutive to Citizens’ estimated tangible book value per share at closing as of March 31, 2022. Furthermore, the analysis indicated that, pro forma for the merger, each of Citizens’ tangible common equity to tangible assets ratio, Tier 1 Leverage Ratio, Common Equity Tier 1 (CET1) Ratio, Tier 1 Capital Ratio and Total Risk-based Capital Ratio at closing as of March 31, 2022 could be lower. For all of the above analysis, the actual results achieved by Citizens following the merger may vary from the projected results, and the variations may be material.

Investors Dividend Discount Model Analysis. KBW performed a dividend discount model analysis of Investors to estimate a range for the implied equity value of Investors. In this analysis, KBW utilized financial forecasts and projections relating to the net income and assets of Investors provided by Investors management, and assumed

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discount rates ranging from 10.0% to 12.5%. The range of values was derived by adding (i) the present value of implied future excess capital available for dividends that Investors could generate over the period from June 30, 2021 through December 31, 2026 as a stand-alone company, and (ii) the present value of Investors’ implied terminal value at the end of such period. KBW assumed that Investors would maintain a tangible common equity to tangible assets ratio of 9.00% and would retain sufficient earnings to maintain that level. In calculating implied terminal values for Investors, KBW applied a range of 9.5x to 13.0x Investors’ estimated 2027 earnings. This dividend discount model analysis resulted in a range of implied values per share of Investors common stock of $13.02 to $18.01.

The dividend discount model analysis is a widely used valuation methodology, but the results of such methodology are highly dependent on the assumptions that must be made, including asset and earnings growth rates, terminal values and discount rates. The foregoing dividend discount model analysis did not purport to be indicative of the actual values or expected values of Investors.

Citizens Dividend Discount Model Analysis. KBW performed a dividend discount model analysis of Citizens to estimate a range for the implied equity value of Citizens. In this analysis, KBW used publicly available consensus “street estimates” of Citizens and assumed long-term growth rates for Citizens provided by Citizens management, and assumed discount rates ranging from 10.0% to 12.5%. The range of values was derived by adding (i) the present value of implied future excess capital available for dividends that Citizens could generate over the period from June 30, 2021 through December 31, 2026 as a stand-alone company, and (ii) the present value of Citizens’ implied terminal value at the end of such period. KBW assumed that Citizens would maintain a CET1 ratio of 10.00% and would retain sufficient earnings to maintain that level. In calculating implied terminal values for Citizens, KBW applied a range of 9.5x to 13.0x Citizens’ estimated 2027 earnings. This dividend discount model analysis resulted in a range of implied values per share of Citizens common stock of $42.73 to $58.66.

The dividend discount model analysis is a widely used valuation methodology, but the results of such methodology are highly dependent on the assumptions that must be made, including asset and earnings growth rates, terminal values and discount rates. The foregoing dividend discount model analysis did not purport to be indicative of the actual values or expected values of Citizens or the pro forma combined entity.

Pro Forma Combined Dividend Discount Model Analysis. KBW performed a dividend discount model analysis to estimate an illustrative range for the implied equity value of the pro forma combined entity. In this analysis, KBW used publicly available consensus EPS “street estimates” of Citizens and Investors, assumed Citizens and Investors long-term growth rates provided by Citizens management and pro forma assumptions (including, without limitation, the cost savings, related expenses and operating synergies expected to result from the merger as well as certain purchase accounting adjustments and other merger-related adjustments and restructuring charges assumed with respect thereto) provided by Citizens management, and KBW assumed discount rates ranging from 10.0% to 12.5%. The range of values was derived by adding (i) the present value of the implied future excess capital available for dividends that the pro forma combined entity could generate over the period from June 30, 2021 through December 31, 2026 and (ii) the present value of the pro forma combined entity’s implied terminal value at the end of such period, in each case applying the pro forma assumptions. KBW assumed that the pro forma combined entity would maintain a CET1 ratio of 10.0% and would retain sufficient earnings to maintain that level. In calculating the terminal value of the pro forma combined entity, KBW applied a range of 9.5x to 13.0x the pro forma combined entity’s estimated 2027 earnings. This dividend discount model analysis resulted in an illustrative range of implied values for the merger consideration (comprised of 0.2970 of a share of Citizens common stock and $1.46 in cash) to be received in the proposed merger for each share of Investors common stock of $15.14 to $20.22.

The dividend discount model analysis is a widely used valuation methodology, but the results of such methodology are highly dependent on the assumptions that must be made, including asset and earnings growth rates, terminal values, and discount rates. The above analysis did not purport to be indicative of the actual values or expected values of the pro forma combined entity.

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Miscellaneous. KBW acted as financial advisor to Investors in connection with the proposed merger and did not act as an advisor to or agent of any other person. As part of its investment banking business, KBW is continually engaged in the valuation of bank and bank holding company securities in connection with acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for various other purposes. As specialists in the securities of banking companies, KBW has experience in, and knowledge of, the valuation of banking enterprises. KBW and its affiliates, in the ordinary course of its and their broker-dealer businesses (and further to existing sales and trading relationships between (i) KBW and Investors and (ii) a KBW broker-dealer affiliate and Investors), may from time to time purchase securities from, and sell securities to, Investors and Citizens. In addition, as a market maker in securities, KBW and its affiliates may from time to time have a long or short position in, and buy or sell, debt or equity securities of Investors or Citizens for its and their own respective accounts and for the accounts of its and their respective customers and clients. KBW employees may also from time to time maintain individual positions in Investors and Citizens. As Investors was previously informed by KBW, such positions currently include individual positions in securities of Citizens held by certain senior members of the KBW advisory team providing services to Investors in connection with the proposed merger.

In connection with the engagement of KBW as one of its financial advisors, Investors agreed to pay KBW a cash fee equal to $22 million, $3 million of which became payable to KBW with the rendering of KBW’s opinion and the balance of which is contingent upon the closing of the merger. Investors also agreed to reimburse KBW for reasonable out-of-pocket expenses and disbursements incurred in connection with its retention and to indemnify KBW against certain liabilities relating to or arising out of KBW’s engagement or KBW’s role in connection therewith. Other than in connection with the present engagement, in the two years preceding the date of its opinion, KBW did not provide investment banking or financial advisory services to Investors for which KBW received compensation. In the two years preceding the date of its opinion, KBW did not provide investment banking or financial advisory services to Citizens for which KBW received compensation. An investment banking affiliate of KBW currently maintains a business relationship with an affiliate of Citizens to jointly market certain services to real estate investment trusts and pays such Citizens affiliate a portion of the compensation received by such KBW affiliate for its services to such real estate investment trusts. KBW may in the future provide investment banking and financial advisory services to Investors or Citizens and receive compensation for such services.

Opinion of Piper Sandler & Co.

Investors retained Piper Sandler to act as a financial advisor to the Investors board in connection with Investors’ consideration of a possible business combination with Citizens. Investors selected Piper Sandler to act as its financial advisor because Piper Sandler is a nationally recognized investment banking firm whose principal business specialty is financial institutions. In the ordinary course of its investment banking business, Piper Sandler is regularly engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions.

Piper Sandler acted as financial advisor to the Investors board in connection with the proposed merger and participated in certain of the negotiations leading to the execution of the merger agreement. At the July 27, 2021 meeting at which the Investors board considered the merger and the merger agreement, Piper Sandler delivered to the Investors board its oral opinion, which was subsequently confirmed in writing on July 27, 2021, to the effect that, as of such date, the merger consideration was fair to the holders of Investors’ common stock from a financial point of view. The full text of Piper Sandler’s opinion is attached as Annex C to this proxy statement/prospectus. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Piper Sandler 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 Investors common stock are urged to read the entire opinion carefully in connection with their consideration of the proposed merger.

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Piper Sandler’s opinion was directed to the Investors board in connection with its consideration of the merger and the merger agreement and does not constitute a recommendation to any stockholder of Investors as to how any such stockholder should vote at any meeting of stockholders called to consider and vote upon the approval of the merger and the merger agreement. Piper Sandler’s opinion was directed only to the fairness, from a financial point of view, of the merger consideration to the holders of Investors common stock and did not address the underlying business decision of Investors 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 Investors or the effect of any other transaction in which Investors might engage. Piper Sandler 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 Investors or Citizens, or any class of such persons, if any, relative to the compensation to be received in the merger by any other stockholder. Piper Sandler’s opinion was approved by Piper Sandler’s fairness opinion committee.

In connection with its opinion, Piper Sandler reviewed and considered, among other things:

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Piper Sandler also discussed with certain members of the senior management of Investors and its representatives the business, financial condition, results of operations and prospects of Investors and held similar discussions with certain members of the senior management of Citizens and its representatives regarding the business, financial condition, results of operations and prospects of Citizens.

In performing its review, Piper Sandler relied upon the accuracy and completeness of all of the financial and other information that was available to and reviewed by Piper Sandler from public sources, that was provided to Piper Sandler by Investors or Citizens or their respective representatives, or that was otherwise reviewed by Piper Sandler, and Piper Sandler assumed such accuracy and completeness for purposes of rendering its opinion without any independent verification or investigation. Piper Sandler relied on the assurances of the respective managements of Investors and Citizens that they were not aware of any facts or circumstances that would have made any of such information inaccurate or misleading. Piper Sandler was not asked to and did not undertake an independent verification of any of such information and Piper Sandler did not assume any responsibility or liability for the accuracy or completeness thereof. Piper Sandler did not make an independent evaluation or perform an appraisal of the specific assets, the collateral securing assets or the liabilities (contingent or otherwise) of Investors or Citizens, nor was Piper Sandler furnished with any such evaluations or appraisals. Piper Sandler rendered no opinion or evaluation on the collectability of any assets or the future performance of any loans of Investors or Citizens. Piper Sandler did not make an independent evaluation of the adequacy of the allowance for loan losses of Investors or Citizens, or of the combined entity after the merger, and Piper Sandler did not review any individual credit files relating to Investors or Citizens. Piper Sandler assumed, with Investors’ consent, that the respective allowances for loan losses for both Investors and Citizens were adequate to cover such losses and would be adequate on a pro forma basis for the combined entity.

In preparing its analyses, Piper Sandler used certain internal financial projections for Investors for the years ending December 31, 2021 through December 31, 2023, including estimated total assets, gross loans, total deposits, share repurchases, dividends per share and net income available for common stockholders, as well as an annual net income available for common stockholders growth rate for the years ending December 31, 2024 and December 31, 2025, as provided by the senior management of Investors. In addition, Piper Sandler used publicly available mean analyst earnings per share and net income estimates for Citizens for the years ending December 31, 2021 and December 31, 2022, as well as an estimated long-term annual net income available for common stockholders growth rate for the years ending December 31, 2023 through December 31, 2025, as provided by the senior management of Citizens and its representatives. Piper Sandler also received and used in its pro forma analyses certain assumptions relating to transaction expenses, purchase accounting adjustments and cost savings, the successful closing of pending branch office acquisitions by both Citizens and Investors, and based on publicly available mean analyst earnings per share estimates for Investors for the years ending December 31, 2021 and December 31, 2022 with a long-term annual net income to common stockholders growth rate for the years ending December 31, 2023 and December 31, 2024, as provided by the senior management of Citizens. With respect to the foregoing information, the respective senior managements of Investors and Citizens confirmed to Piper Sandler that such information reflected (or, in the case of the publicly available analyst estimates referred to above, were consistent with) the best currently available projections, estimates and judgments of those respective managements as to the future financial performance of Investors and Citizens, respectively, and the other matters covered thereby, and Piper Sandler assumed that the future financial performance reflected in such information would be achieved. Piper Sandler expressed no opinion as to such information, or the assumptions on which such information was based. Piper Sandler also assumed that there had been no material change in the respective assets, financial condition, results of operations, business or prospects of Investors or Citizens since the date of the most recent financial statements made available to Piper Sandler. Piper Sandler assumed in all respects material to its analyses that Investors and Citizens would remain as going concerns for all periods relevant to its analyses.

Piper Sandler also assumed, with Investors’ consent, that (i) each of the parties to the merger agreement would comply in all material respects with all material terms and conditions of the merger agreement and all related agreements, that all of the representations and warranties contained in such agreements were true and correct in

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all material respects, that each of the parties to such agreements would perform in all material respects all of the covenants and other obligations required to be performed by such party under such agreements and that the conditions precedent in such agreements were not and would not be waived, (ii) in the course of obtaining the necessary regulatory or third-party approvals, consents and releases with respect to the merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on Investors, Citizens, the merger or any related transactions, and (iii) the merger and any related transactions would be consummated in accordance with the terms of the merger agreement without any waiver, modification or amendment of any material term, condition or agreement thereof and in compliance with all applicable laws and other requirements. Finally, with Investors’ consent, Piper Sandler relied upon the advice that Investors received from its legal, accounting and tax advisors as to all legal, accounting and tax matters relating to the merger and the other transactions contemplated by the merger agreement. Piper Sandler expressed no opinion as to any such matters.

Piper Sandler’s opinion was necessarily based on financial, economic, regulatory, market and other conditions as in effect on, and the information made available to Piper Sandler as of, the date thereof. Events occurring after the date thereof could materially affect Piper Sandler’s opinion. Piper Sandler has not undertaken to update, revise, reaffirm or withdraw its opinion or otherwise comment upon events occurring after the date thereof. Piper Sandler expressed no opinion as to the trading value of Investors common stock or Citizens common stock at any time or what the value of Citizens common stock would be once it is actually received by the holders of Investors common stock.

In rendering its opinion, Piper Sandler performed a variety of financial analyses. The summary below is not a complete description of all the analyses underlying Piper Sandler’s opinion or the presentation made by Piper Sandler to the Investors board, but is a summary of the material analyses performed and presented by Piper Sandler. The summary includes information presented in tabular format. In order to fully understand the financial analyses, these tables must be read together with the accompanying text. The tables alone do not constitute a complete description of the financial analyses. The preparation of a fairness opinion is a complex process involving subjective judgments as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. The process, therefore, is not necessarily susceptible to a partial analysis or summary description. Piper Sandler believes that its analyses must be considered as a whole and that selecting portions of the factors and analyses to be considered without considering all factors and analyses, or attempting to ascribe relative weights to some or all such factors and analyses, could create an incomplete view of the evaluation process underlying its opinion. Also, no company included in Piper Sandler’s comparative analyses described below is identical to Investors or Citizens and no transaction is identical to the merger. Accordingly, an analysis of comparable companies or transactions involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and other factors that could affect the public trading values or transaction values, as the case may be, of Investors and Citizens and the companies to which they were compared. In arriving at its opinion, Piper Sandler did not attribute any particular weight to any analysis or factor that it considered. Rather, Piper Sandler made qualitative judgments as to the significance and relevance of each analysis and factor. Piper Sandler did not form an opinion as to whether any individual analysis or factor (positive or negative) considered in isolation supported or failed to support its opinion, rather, Piper Sandler made its determination as to the fairness of the merger consideration to the holders of Investors common stock on the basis of its experience and professional judgment after considering the results of all its analyses taken as a whole.

In performing its analyses, Piper Sandler also made numerous assumptions with respect to industry performance, business and economic conditions and various other matters, many of which cannot be predicted and are beyond the control of Investors, Citizens, and Piper Sandler. The analyses performed by Piper Sandler are not necessarily indicative of actual values or future results, both of which may be significantly more or less favorable than suggested by such analyses. Piper Sandler prepared its analyses solely for purposes of rendering its opinion and provided such analyses to the Investors board at its July 27, 2021 meeting. Estimates on the values of companies do not purport to be appraisals or necessarily reflect the prices at which companies or their securities may actually be sold. Such estimates are inherently subject to uncertainty and actual values may be materially

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different. Accordingly, Piper Sandler’s analyses do not necessarily reflect the value of Investors common stock or Citizens common stock or the prices at which Investors or Citizens common stock may be sold at any time. The analyses of Piper Sandler and its opinion were among a number of factors taken into consideration by the Investors board in making its determination to approve the merger agreement and the analyses described below should not be viewed as determinative of the decision of the Investors board with respect to the fairness of the merger consideration.

Summary of Proposed Merger Consideration and Implied Transaction Metrics.

Piper Sandler reviewed the financial terms of the proposed merger. Pursuant to the terms of the merger agreement, at the effective time of the merger each share of Investors common stock issued and outstanding immediately prior to the effective time of the transaction, except for certain shares as set forth in the merger agreement, shall be converted into the right to receive (i) 0.2970 shares of Citizens common stock, and (ii) $1.46 in cash. Piper Sandler calculated an aggregate implied transaction value of approximately $3,632 million and an implied purchase price per share of $14.63 consisting of the implied value of 247,601,303 shares of Investors common stock based on the closing price of Citizens common stock on July 27, 2021 and the conversion of 5,107,536 options outstanding with a weighted average per share strike price of $12.49. Based upon financial information for Investors as of or for the last twelve months (“LTM”) ended June 30, 2021 and the closing price of Investors’ common stock on July 27, 2021, Piper Sandler calculated the following implied transaction metrics:

Stock Trading History.

Piper Sandler reviewed the publicly available historical reported trading prices of Investors common stock and Citizens common stock for the one-year and three-year periods ended July 27, 2021. Piper Sandler then compared the relationship between the movements in the prices of Investors common stock and Citizens common stock, respectively, to movements in their respective peer groups (as described below) as well as certain stock indices.

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Comparable Company Analyses.

Piper Sandler used publicly available information to compare selected financial information for Investors with a group of financial institutions selected by Piper Sandler. The Investors peer group included banks, thrifts, and bank holding companies whose securities are publicly traded on a major exchange (NYSE, NYSEAM, NASDAQ), headquartered in the continental United States, with total assets between $20 billion and $35 billion, but excluded financial institutions with pending merger of equal transactions (the “Investors Peer Group”). The Investors Peer Group consisted of the following companies:

The analysis compared publicly available financial information for Investors with corresponding data for the Investors Peer Group as of or for the quarter ended June 30, 2021 (unless otherwise noted) with pricing data as of July 27, 2021. The table below sets forth the data for Investors and the median, mean, low and high data for the Investors Peer Group. Certain financial data prepared by Piper Sandler, as referenced in the table presented below, may not correspond to the data presented in Investors’ historical financial statements, as a result of the different periods, assumptions and methods used by Piper Sandler to compute the financial data presented.

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Piper Sandler used publicly available information to perform a similar analysis for Citizens by comparing selected financial information for Citizens with a group of financial institutions selected by Piper Sandler. The Citizens peer group included banks, thrifts, and bank holding companies whose securities are publicly traded on a major exchange (NYSE, NYSEAM, NASDAQ), headquartered in the continental United States, with total assets between $100 billion and $600 billion (the “Citizens Peer Group”). The Citizens Peer Group consisted of the following companies:

The analysis compared publicly available financial information for Citizens with corresponding data for the Citizens Peer Group as of or for the year ended June 30, 2021 (unless otherwise noted) with pricing data as of July 27, 2021. The table below sets forth the data for Citizens and the median, mean, low and high data for the Citizens Peer Group. Certain financial data prepared by Piper Sandler, as referenced in the table presented below, may not correspond to the data presented in Citizen Financial Group’s historical financial statements, as a result of the different periods, assumptions and methods used by Piper Sandler to compute the financial data presented.

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Analysis of Precedent Transactions.

Piper Sandler reviewed a nationwide group of bank and thrift merger and acquisition transactions. The group consisted of nationwide bank and thrift transactions announced between January 1, 2017 and July 26, 2021 where target assets were between $10 billion and $75 billion at announcement and geographic location in Northeast, Mid-Atlantic, or Midwest region, but excluded transactions defined as merger of equals (the “Nationwide Precedent Transactions”).

The Nationwide Precedent Transactions group was composed of the following transactions:

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Using the latest publicly available information prior to the announcement of the relevant transaction, Piper Sandler reviewed the following transaction metrics: transaction price to last-twelve-months earnings per share, transaction price to forward estimated earnings per share, transaction price to tangible book value per share, core deposit premium, and 1-day market premium. Piper Sandler compared the indicated transaction metrics for the transaction to the median, mean, low and high metrics of the Nationwide Precedent Transactions group.

Net Present Value Analyses.

Piper Sandler performed an analysis that estimated the net present value of Investors common stock assuming Investors performed in accordance with internal financial projections for Investors for the years ending December 31, 2021 through December 31, 2023 with an estimated net income growth rate for the years ending December 31, 2024 and December 31, 2025 and estimated dividends per share for the years ending December 31, 2021 through December 31, 2025, as provided by the senior management of Investors. To approximate the terminal value of a share of Investors common stock at December 31, 2025, Piper Sandler applied price to 2025 earnings multiples ranging from 9.0x to 13.0x and multiples of 2025 tangible book value ranging from 110% to 185%. The terminal values were then discounted to present values using different discount rates ranging from 9.0% to 12.0%, which were chosen to reflect different assumptions regarding required rates of return of holders or prospective buyers of Investors common stock. As illustrated in the following tables, the analysis indicated an imputed range of values per share of Investors common stock of $11.36 to $17.27 when applying multiples of earnings and $11.72 to $20.46 when applying multiples of tangible book value.