Filed Pursuant to Rule 424(b)(3)
Registration No. 333-259590

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

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE MERGER OR OTHER TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS OR THE SECURITIES TO BE ISSUED PURSUANT TO THE MERGER UNDER THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS NOR HAVE THEY DETERMINED IF THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS IS ACCURATE OR ADEQUATE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The securities to be issued in connection with the merger are not savings accounts, deposits or other obligations of any bank or savings association and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

The accompanying proxy statement/prospectus is dated October 7, 2021 and is first being mailed to Investors stockholders on or about October 13, 2021.

Investors Bancorp, Inc.

101 JFK Parkway

Short Hills, New Jersey 07078

NOTICE OF VIRTUAL SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON NOVEMBER 19, 2021

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Investors will be held virtually via the internet on November 19, 2021, at 9:00 a.m. Eastern time for the purpose of considering and voting on the following proposals:

1. to approve and adopt the Agreement and Plan of Merger, dated as of July 28, 2021 (the “merger agreement”), by and between Citizens Financial Group, Inc., a Delaware corporation (“Citizens”) and Investors Bancorp, Inc., a Delaware corporation (“Investors”), and to approve the transactions contemplated by the merger agreement (the “merger,” with such proposal the “Investors merger proposal”);

2. to approve a non-binding, advisory proposal to approve the compensation payable to the named executive officers of Investors in connection with the merger (the “Investors compensation proposal”); and

3. to approve the adjournment of the Investors special meeting, 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 the accompanying proxy statement/prospectus is timely provided to Investors stockholders (the “Investors adjournment proposal”).

In light of the ongoing developments related to the COVID-19 pandemic and to support the health and well-being of our stockholders, employees and community, the Investors special meeting will be held in a virtual-only format conducted via live webcast. You will be able to attend the special meeting by visiting www.proxydocs.com/ISBC (the “Investors special meeting website”) and inserting the control number included in your proxy card or, if you hold your shares of Investors common stock in “street name,” in the voting instruction form provided by your bank, broker, trustee, nominee or other holder of record. You will be able to vote your shares electronically over the internet and submit questions online during the meeting by logging in to the website listed above and using the control number. See the “Questions & Answers” section of the accompanying proxy statement/prospectus for more information, including technical support information for the virtual Investors special meeting.

The board of directors of Investors has fixed the close of business on October 4, 2021 as the record date for the Investors special meeting. Only holders of record of Investors common stock as of the close of business on the record date for the Investors special meeting are entitled to notice of the Investors special meeting or any adjournment or postponement thereof. Only holders of record of Investors common stock will be entitled to vote at the Investors special meeting or any adjournment or postponement thereof.

Under Delaware law, Investors common stockholders who do not vote in favor of the Investors merger proposal will have the right to seek appraisal of the fair value of their shares of Investors common stock as determined by the Delaware Court of Chancery if the merger is completed, but only if they submit a written demand for such an appraisal prior to the vote on the Investors merger proposal and comply with the other Delaware law procedures explained in the accompanying proxy statement/prospectus. Investors common stockholders who do not vote in favor of the Investors merger proposal and who submit a written demand for such an appraisal prior to the vote on the Investors merger proposal and comply with the other Delaware law procedures will not receive the merger consideration.

The Investors board of directors unanimously recommends that Investors stockholders vote “FOR” the Investors merger proposal, “FOR” the Investors compensation proposal and “FOR” the Investors adjournment proposal.

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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TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING	1
SUMMARY	11
COMPARATIVE MARKET PRICE DATA	22
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	23
RISK FACTORS	25
INFORMATION ABOUT THE SPECIAL MEETING	31
INVESTORS PROPOSALS	36
THE PARTIES TO THE MERGER	39
THE MERGER	40
APPRAISAL RIGHTS	87
THE MERGER AGREEMENT	91
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES	110
UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS	114
DESCRIPTION OF CITIZENS’ CAPITAL STOCK	125
COMPARISON OF STOCKHOLDER RIGHTS	132
EXPERTS	142
LEGAL OPINIONS	142
HOUSEHOLDING OF PROXY MATERIALS	142
DEADLINES FOR SUBMITTING STOCKHOLDER PROPOSALS	143
WHERE YOU CAN FIND MORE INFORMATION	144
Annex A Agreement and Plan of Merger	A-1
Annex B Opinion of Keefe, Bruyette & Woods, Inc.	B-1
Annex C Opinion of Piper Sandler & Co.	C-1
Annex D Section 262 of the General Corporation Law of Delaware (Appraisal Rights)	D-1

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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:

• “Citizens” refers to Citizens Financial Group, Inc., a Delaware corporation;

• “CBNA” refers to Citizens Bank, National Association, a national banking association and Citizens’ banking subsidiary;

• “Citizens bylaws” refers to the amended and restated bylaws of Citizens Financial Group, Inc.;

• “Citizens charter” refers to the restated certificate of incorporation of Citizens Financial Group, Inc.;

• “Citizens common stock” refers to the common stock of Citizens, par value $0.01 per share;

• “Investors” refers to Investors Bancorp, Inc., a Delaware corporation;

• “Investors Bank” refers to Investors Bank, a New Jersey-charted bank and Investors’ banking subsidiary;

• “Investors bylaws” refers to the bylaws of Investors Bancorp, Inc.;

• “Investors charter” refers to the certificate of incorporation of Investors Bancorp, Inc.; and

• “Investors common stock” refers to the common stock of Investors, par value $0.01 per share.

Q: Why am I receiving this proxy statement/prospectus and proxy card?

A: Investors has agreed to be acquired by Citizens pursuant to the terms and subject to the conditions of the merger agreement that is described in this proxy statement/prospectus. Following the merger, Investors Bank will merge with and into CBNA, with CBNA being the surviving entity, which is referred to as the “bank merger.” In order for us to complete the transactions contemplated by the merger agreement, we need, among other things, Investors’ stockholders to approve the merger agreement. Investors is holding the special meeting to ask its stockholders to consider and vote upon, among other things, a proposal to approve the merger agreement.

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.

Q: What am I being asked to vote on at the special meeting?

A: Investors is holding the special meeting to ask its stockholders to consider and vote upon a proposal to approve the merger agreement. Investors stockholders are also being asked to consider and vote upon a non-binding, advisory proposal to approve the compensation payable to the named executive officers of Investors in connection with the merger and to approve the adjournment of the Investors special meeting, 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 the accompanying proxy statement/prospectus is timely provided to Investors stockholders. No other business will be conducted at the special meeting.

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Q: Does my vote matter?

A: Yes. The merger cannot be completed unless the merger agreement is approved by Investors stockholders. 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 board of directors of Investors, which we refer to as the “Investors board,” unanimously recommends that stockholders vote “FOR” the proposal to approve the merger agreement.

Q: What is the vote required to approve each proposal at the Investors special meeting?

A: 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 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.

Q: How does the Investors board recommend that I vote at the special meeting?

A: The Investors board unanimously recommends that Investors stockholders vote “FOR” the proposal to approve the merger agreement, “FOR” the Investors compensation proposal and “FOR” the Investors adjournment proposal. See the section entitled “The Merger—Investors’ Reasons for the Merger; Recommendation of the Investors Board of Directors” beginning on page 44 of this proxy statement/prospectus.

Q: What will I receive if the merger is completed?

A: If the merger is completed, each share of Investors common stock issued and outstanding immediately prior to the completion of the merger will be converted into the right to receive, in each case without interest, 0.297 of a share (the “exchange ratio”) of Citizens common stock, which we refer to as the “stock consideration,” and $1.46 in cash, which we refer to collectively with the stock consideration as the “merger consideration,” except that the following Investors shares (collectively referred to as the “exception shares”), will not receive the merger consideration: (i) shares of Investors common stock owned by Investors or Citizens or any direct or indirect wholly owned subsidiary of Citizens or Investors (in each case other than shares of Investors common stock (a) held in trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity that are beneficially owned by third parties and (b) shares held, directly or indirectly, by Citizens or Investors in respect of debts previously contracted) and (ii) shares of Investors common stock that are owned by stockholders who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the Delaware General Corporation Law, which we refer to as the “DGCL.” Cash will be paid in lieu of fractional shares. See “What happens if I am eligible to receive a fraction of a share of Citizens common stock as part of the merger consideration?” below and the sections entitled “The Merger Agreement—Merger Consideration” and “The Merger Agreement—Fractional Shares” beginning on pages 91 and 92, 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.

Q: What is the exchange ratio?

A: The exchange ratio is used to determine the number of shares of Citizens common stock Investors stockholders will be entitled to receive for each share of Investors common stock they hold. The exchange ratio is 0.297, as set forth in the merger agreement. The exchange ratio is in addition to the cash consideration of $1.46 per share of Investors common stock to be received by Investors stockholders in the merger. As further described immediately below, although the value of the merger consideration will fluctuate between the date of this proxy statement/prospectus and the completion of the merger based upon the market value for Citizens common stock, the exchange ratio used to determine the number of shares of Citizen common stock that Investors stockholders will receive is fixed. Based on the exchange ratio, holders of shares of Investors common stock immediately prior to the closing of the merger are expected to 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).

Q: What is the value of the merger consideration?

A: The exact value of the merger consideration that Investors stockholders will receive will depend on the price per share of Citizens common stock at the time of the merger. This price will not be known at the time of the special meeting and may be more or less than the current price of Citizens common stock or the price of Citizens common stock at the time of the special meeting. Based on the cash consideration of $1.46 per share, the closing stock price of Citizens common stock on 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 applicable 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 cash consideration of $1.46 per share and 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. We urge you to obtain current market quotations for shares of Citizens common stock and Investors common stock.

Q: What happens if I am eligible to receive a fraction of a share of Citizens common stock as part of the merger consideration?

A: If the aggregate number of shares of Citizens common stock that you are entitled to receive as part of the merger consideration includes a fraction of a share of Citizens common stock, you will receive cash in lieu of that fractional share. See the section entitled “The Merger Agreement—Fractional Shares” beginning on page 92 of this proxy statement/prospectus.

Q: What will holders of Investors equity awards receive in the merger?

A: Stock Options. At the effective time, subject to the terms and conditions of the merger agreement, each option to purchase shares of Investors common stock under Investors’ 2015 Equity Incentive Plan (the “2015 Investors Equity Plan”) and Investors’ 2006 Equity Incentive Plan (the “2006 Investors Equity Plan”

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and together with the 2015 Investors Equity Plan, the “Investors Equity Plans”) that is outstanding immediately prior to the effective time, which we refer to as an “Investors stock option,” whether vested or unvested, will, automatically and without any required action on the part of the holder, cease to represent an option to purchase shares of Investors common stock and be converted into an option to purchase a number of shares of Citizens common stock equal to the product (rounded down to the nearest whole number) of (x) the number of shares of Investors common stock subject to such Investors stock option immediately prior to the effective time and (y) the Investors equity award exchange ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of Investors common stock of such Investors stock option immediately prior to the effective time divided by (B) the Investors equity award exchange ratio. When we refer to the “Investors equity award exchange ratio,” we are referring to the sum of (x) the exchange ratio and (y) the quotient obtained by dividing $1.46 by the volume weighted price of shares of Citizens common stock quoted on the NYSE on each of the last twenty (20) trading days ending on the day which is the fifth (5th) trading date immediately preceding the date that the effective time occurs. Each Investors stock option will continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to such Investors stock option immediately prior to the effective time.

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.

Q: What will happen to Investors as a result of the merger?

A: If the merger is completed, Investors will be merged with and into Citizens, with Citizens surviving the merger as the surviving corporation. As a result of the merger, Investors will no longer be a publicly held company and its separate corporate existence will cease. Following the merger, Investors common stock will be delisted from the NASDAQ and deregistered under the Exchange Act.

Q: What equity stake will Investors stockholders hold in Citizens immediately following the merger?

A: Based on the number of issued and outstanding shares of Citizens common stock and Investors common stock as of October 4, 2021 and based on the exchange ratio of 0.297, 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).

Q: When do you expect the merger to be completed?

A: Subject to the satisfaction or waiver of the closing conditions described under the section entitled, “The Merger Agreement—Conditions to Completion of the Merger” beginning on page 106 of this proxy statement/prospectus, including the approval of the merger agreement by Investors stockholders at the

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special meeting, Citizens and Investors expect that the merger will be completed in the second quarter of 2022. However, it is possible that factors outside the control of both companies, including whether or when the required regulatory approvals for the transactions contemplated by the merger agreement will be received, could result in the merger being completed at a different time or not at all.

Q: What are the material United States federal income tax consequences of the merger to Investors stockholders?

A: The merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, which we refer as the “Code,” and it is a condition to the respective obligations of Citizens and Investors to complete the merger that each of Citizens and Investors receives a legal opinion to that effect. Accordingly, an Investors stockholder generally will recognize gain, but not loss, in an amount equal to the lesser of (a) the amount of gain realized (i.e., the excess of the sum of the amount of cash and the fair market value of the Citizens common stock received pursuant to the merger over that holder’s adjusted tax basis in its shares of Investors common stock surrendered) and (b) the amount of cash received pursuant to the merger. Further, an Investors stockholder generally will recognize gain or loss with respect to cash received instead of fractional shares of Citizens common stock that the Investors stockholder would otherwise be entitled to receive. For further information, please refer to “Material United States Federal Income Tax Consequences” beginning on page 110.

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.

Q: Who can vote at the special meeting?

A: All holders of record of Investors common stock as of the close of business on October 4, 2021, the record date for the special meeting, which we refer to as the “record date,” are entitled to receive notice of, and to vote at, the special meeting, or any postponement or adjournment of the special meeting scheduled in accordance with Delaware law. Each holder of Investors common stock is entitled to cast one vote on each matter properly brought before the special meeting for each share of Investors common stock that such holder owned of record as of the record date.

Q: When and where is the special meeting?

A: The special meeting will be held virtually via the Internet on November 19, 2021 at 9:00 a.m. Eastern time. The special meeting will be held solely via live webcast and there will not be a physical meeting location. Investors stockholders will be able to attend the special meeting online and vote their shares electronically during the meeting by visiting www.proxydocs.com/ISBC, which we refer to as the “special meeting website.” For additional information about the special meeting, see the section entitled “Information About the Special Meeting” beginning on page 31 of this proxy statement/prospectus.

Q: How may I access the special meeting website?

A: 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 voting instruction form, to access the meeting. If you are a beneficial owner and have a valid proxy for the Investors special meeting, 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; however, in order to do so, you must obtain a valid legal proxy from your bank, broker, trustee or other nominee. Please have your control

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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. If you do not obtain a legal proxy from your broker, bank, trustee or other nominee, you may attend the Investors special meeting as a “guest,” but you will not be permitted to ask questions or vote your shares during the meeting.

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.

Q: How will I receive the merger consideration to which I am entitled?

A: As promptly as practicable after the effective time, the exchange agent, which will be a bank or trust company designated by Citizens and reasonably acceptable to Investors and which we refer to as the “exchange agent,” will mail to you or your bank, brokerage firm or other nominee, a letter of transmittal and instructions relating to your receipt of the merger consideration. After receiving the proper documentation from you or your bank, brokerage firm or other nominee, following the effective time, the exchange agent will forward to you or your bank, brokerage firm or other nominee the Citizens common stock and cash to which you are entitled. More information on the documentation you are required to deliver to the exchange agent may be found under the caption “The Merger Agreement—Exchange and Payment Procedures” beginning on page 92 of this proxy statement/prospectus.

Q: Will my shares of Citizens common stock acquired in the merger receive a dividend?

A: After the closing of the merger, as a holder of Citizens common stock you will receive the same dividends on shares of Citizens common stock that all other holders of shares of Citizens common stock will receive with any dividend record date that occurs after the merger is completed.

Q: Why am I being asked to consider and vote on a proposal to approve, on an advisory (non-binding) basis, certain compensation arrangements for Investors’ named executive officers in connection with the merger?

A: Under the rules of the SEC, Investors is required to seek an advisory (non-binding) vote with respect to the compensation that may be paid or become payable to its named executive officers that is based on, or otherwise relates to, the merger.

Q: What will happen if Investors stockholders do not approve the merger-related compensation of Investors’ named executive officers?

A: Approval of the compensation that may be paid or become payable to Investors’ named executive officers that is based on, or otherwise relates to, the merger is not a condition to completion of the merger. The vote is an advisory vote and will not be binding on Investors or Citizens as the surviving corporation in the merger. If the merger is completed, the merger-related compensation will be paid to Investors’ named

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executive officers to the extent payable in accordance with the terms of their compensation agreements and arrangements and the outcome of the advisory (non-binding) vote will not affect Investors’ or Citizens’ obligations to make these payments even if Investors stockholders do not approve, on an advisory (non-binding) basis, the proposal.

Q: Do any of Investors’ directors or executive officers have interests in the merger that may differ from those of Investors stockholders?

A: Investors’ directors and executive officers may have interests in the merger that are different from, or in addition to, those of Investors stockholders generally. The members of the Investors board were aware of and considered these interests, among other matters, in evaluating the merger agreement and the merger, and in recommending that Investors stockholders approve the merger agreement. For a description of these interests, refer to the section entitled “The Merger—Interests of Investors’ Directors and Executive Officers in the Merger” beginning on page 74 of this proxy statement/prospectus.

Q: What is the difference between holding shares as a stockholder of record and as a beneficial owner?

A: If your shares of Investors common stock are registered directly in your name with the transfer agent of Investors, Computershare, Inc., you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to vote or to grant a proxy for your vote directly to Investors or to a third party to vote at the special meeting.

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.

Q: If my shares of Investors common stock are held in “street name” by my bank, brokerage firm or other nominee, will my bank, brokerage firm or other nominee automatically vote those shares for me?

A: Your bank, brokerage firm or other nominee will only be permitted to vote your shares of Investors common stock if you instruct your bank, brokerage firm or other nominee how to vote. You should follow the procedures provided by your bank, brokerage firm or other nominee regarding the voting of your shares of Investors common stock. In accordance with the rules of NASDAQ, banks, brokerage firms and other nominees who hold shares of Investors common stock in street name for their customers have authority to vote on “routine” proposals when they have not received voting instructions from beneficial owners. However, banks, brokerage firms and other nominees are precluded from exercising their voting discretion with respect to non-routine matters, such as the approval of the merger agreement, the proposal to approve, on an advisory (non-binding) basis, the merger-related executive compensation, and adjournment of 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. As a result, absent specific voting instructions from the beneficial owner of such shares, banks, brokerage firms and other nominees are not empowered to vote such shares. A so-called “broker non-vote” results when banks, brokerage firms and other nominees return a valid proxy but do not vote on a particular proposal because they do not have discretionary authority to vote on the matter and have not received specific voting instructions from the beneficial owner of such shares. The effect of not instructing your broker how you wish your shares to be voted will be the same as a vote “AGAINST” the approval of the merger agreement, but will not have an effect on the proposal to approve, on an advisory (non-binding) basis, the merger-related executive compensation (except to the extent that it results in there being

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insufficient shares present at the meeting to establish a quorum) or 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.

Q: How many votes do I have?

A: Each Investors stockholder is entitled to one vote for each share of Investors common stock held of record as of the record date. As of the close of business on the record date, there were 247,694,280 outstanding shares of Investors common stock.

Q: What constitutes a quorum for the special meeting?

A: The presence, via the special meeting website or represented by proxy, of holders of one-third of all of the outstanding shares of Investors common stock entitled to vote at the special meeting constitutes a quorum for the purposes of the special meeting.

Q: What do I need to do now?

A: Even if you plan to attend the special meeting via the special meeting website, after carefully reading and considering the information contained in this proxy statement/prospectus, please vote promptly to ensure that your shares are represented at the special meeting.

Q: How do I vote?

A: If you are an Investors shareholder of record, you can vote your shares as follows:

• via internet at www.proxydocs.com/ISBC;

• via telephone by calling the toll-free number indicated on the accompanying proxy card;

• by completing and returning the proxy card that is enclosed; or

• by voting at the special meeting. You will need your control number, which can be found on your proxy card, notice or voting instruction form, to vote at the special meeting.

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.

Q: How can I change or revoke my vote?

A: You may change your vote at any time before your proxy is voted at the Investors special meeting by: (1) filing with the Corporate Secretary of Investors a duly executed revocation of proxy; (2) submitting a new proxy card with a later date; (3) voting again via the internet or by telephone; or (4) attending and voting at the virtual meeting. Investors’ Corporate Secretary’s mailing address is 101 JFK Parkway, Short Hills, New Jersey 07078, Attention: Brian F. Doran, Corporate Secretary.

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Q: Are Investors stockholders entitled to appraisal rights?

A: Investors stockholders who do not vote in favor of the merger proposal and follow certain procedural steps will be entitled to appraisal rights under Section 262 of the DGCL. For further information, please see the section entitled “Appraisal Rights.” In addition, a copy of Section 262 of the DGCL is attached as Annex D to this proxy statement/prospectus.

Q: What should I do if I receive more than one set of voting materials?

A: If you hold shares of Investors common stock in “street name” and also directly as a record holder or otherwise or if you hold shares of Investors common stock in more than one brokerage account, you may receive more than one set of voting materials relating to the special meeting. Please complete, sign, date and return each proxy card (or cast your vote by telephone or Internet as provided on your proxy card) or otherwise follow the voting instructions provided in this proxy statement/prospectus in order to ensure that all of your shares of Investors common stock are voted. If you hold your shares in “street name” through a bank, brokerage firm or other nominee, you should follow the procedures provided by your bank, brokerage firm or other nominee to vote your shares.

Q: What happens if I sell my shares of Investors common stock before the special meeting?

A: The record date is earlier than both the date of the special meeting and the effective time. If you transfer your shares of Investors common stock after the record date but before the special meeting, you will, unless you grant the transferee a proxy, retain your right to vote at the special meeting but will transfer the right to receive the merger consideration to the person to whom you transfer your shares. In order to receive the merger consideration, you must hold your shares at the effective time.

Q: Who will solicit and pay the cost of soliciting proxies?

A: Investors will pay for the solicitation of proxies from Investors shareholders. In addition to soliciting proxies by mail, Innisfree M&A Incorporated, a proxy solicitation firm, will assist Investors in soliciting proxies for the Investors special meeting. Investors will pay $25,000 for these services plus out-of-pocket expenses. Investors has also agreed to indemnify Innisfree M&A Incorporated for certain losses, costs and expenses. 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. Additionally, directors, officers and employees of Investors may solicit proxies personally and by telephone. None of these persons will receive additional or special compensation for soliciting proxies. Investors will, upon request, reimburse brokers, banks and other nominees for their expenses in sending proxy materials to their customers who are beneficial owners of Investors common stock and obtaining their voting instructions.

Q: Should I send in my stock certificates now?

A: No, please do NOT return your stock certificate(s) with your proxy. If the merger agreement is approved by Investors stockholders and the merger is completed, and you hold physical stock certificates, you will be sent a letter of transmittal as promptly as reasonably practicable after the completion of the merger describing how you may exchange your shares of Investors common stock for the merger consideration. If your shares of Investors common stock are held in “street name” through a bank, brokerage firm or other nominee, you will receive instructions from your bank, brokerage firm or other nominee as to how to effect the surrender of your “street name” shares of Investors common stock in exchange for the merger consideration.

Q: Are there any voting agreements in place with Investors stockholders?

A:    No.

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Q: Where can I find the voting results of the special meeting?

A: The preliminary voting results will be announced at the special meeting. In addition, within four (4) business days following certification of the final voting results, Investors will file the final voting results with the SEC on a Current Report on Form 8-K.

Q: Are there any risks that I should consider in deciding whether to vote for the approval of the merger agreement?

A: Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors” beginning on page 25 of this proxy statement/prospectus. You also should read and carefully consider the risk factors of Citizens and Investors contained in the documents that 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.

Q: What are the conditions to completion of the merger?

A: In addition to the approval of the merger agreement proposal by Investors stockholders as described above, completion of the merger is subject to the satisfaction of a number of other conditions, including the receipt of required regulatory approvals without the imposition of any regulatory condition that would be reasonably be likely to have a material adverse effect on Citizens (measured on a scale relative to Investors), 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. For a more complete summary of the conditions that must be satisfied or waived prior to completion of the merger, see the section entitled “The Merger Agreement—Conditions to Completion of the Merger” beginning on page 106 of this proxy statement/prospectus.

Q: What happens if the merger is not completed?

A: If the merger is not completed, Investors stockholders will not receive any consideration for their shares of Investors common stock in connection with the merger. Instead, Investors will remain an independent public company and its common stock will continue to be listed and traded on the NASDAQ. Under specified circumstances Investors may be required to pay Citizens a fee with respect to the termination of the merger agreement, as described under the section entitled “The Merger Agreement—Termination Fee” beginning on page 108 of this proxy statement/prospectus.

Q: Who can help answer any other questions I have?

A: If you have additional questions about the merger, need assistance in submitting your proxy or voting your shares of Investors common stock, or need additional copies of this proxy statement/prospectus or the enclosed proxy card, please contact Innisfree M&A Incorporated, Investors’ proxy solicitor, at (877) 800-5192.

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SUMMARY

The following summary highlights selected information in this proxy statement/prospectus and may not contain all the information that may be important to you as an Investors stockholder. Accordingly, we encourage you to read carefully this entire proxy statement/prospectus, its annexes and the documents referred to in this proxy statement/prospectus. Each item in this summary includes a page reference directing you to a more complete description of that topic. You may obtain the information incorporated by reference into this proxy statement/prospectus without charge by following the instructions under the section entitled “Where You Can Find More Information” beginning on page 144 of this proxy statement/prospectus.

Parties to the Merger (Page 39)

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 Board of Governors of the Federal Reserve System. 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.

On May 26, 2021, CBNA entered into an agreement to acquire 80 East Coast branches and the national online deposit business from HSBC Bank U.S.A, N.A (“HSBC”). Under the agreement, CBNA will acquire approximately $9.0 billion in deposits and approximately $2.2 billion in loans, based on HSBC’s deposits and loans as of March 31, 2021, for a 2.0 percent premium paid on deposits at closing. The 80 branch purchase includes 66 locations in the New York City Metro area, 9 locations in the Mid-Atlantic/Washington D.C. area, and 5 locations in Southeast Florida. The transaction is expected to close in the first quarter of 2022, subject to customary closing terms and conditions and regulatory approvals.

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.

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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 New Jersey Department of Banking and Insurance, the Federal Deposit Insurance Corporation and the Consumer Financial Protection Bureau.

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

The Merger and the Merger Agreement (Page 40)

The terms and conditions of the merger are contained in the merger agreement, a copy of which is attached as Annex A to this proxy statement/prospectus. We encourage you to read the merger agreement carefully and in its entirety, as it is the legal document that governs the merger.

Pursuant to the terms and subject to the conditions of the merger agreement, Investors will merge with and into Citizens with Citizens surviving the merger as the surviving corporation. Following the merger, Investors Bank will merge with and into CBNA, with CBNA continuing as the surviving entity.

Merger Consideration (Page 91)

Upon completion of the merger, each issued and outstanding share of Investors common stock (other than exception shares) will be entitled to receive, in each case without interest, 0.297 shares of Citizens common stock and $1.46 in cash. Cash will be paid in lieu of fractional shares.

Citizens common stock is listed on the NYSE under the symbol “CFG,” and Investors common stock is listed on NASDAQ under the symbol “ISBC.” The following table shows the closing sale prices of Citizens common stock and Investors common stock as reported on the NYSE or NASDAQ, respectively on July 27, 2021, the last trading day before the public announcement of the merger agreement, and on October 4, 2021, the last practicable trading day before the date of this proxy statement/prospectus. This table also shows the implied value of the merger consideration to be issued in exchange for each share of Investors common stock, which was calculated by multiplying the closing price of Citizens common stock on those dates by the exchange ratio of 0.297 and adding the cash consideration of $1.46 per share.

	Citizens Closing Price		Investors Closing Price		Exchange Ratio		Cash		Estimated Equivalent Per Share Value(1)
July 27, 2021	$	44.32	$	13.02		0.297	$	1.46	$	14.62
October 4, 2021		48.26		15.45		0.297	$	1.46		15.79

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(1) The implied value of the merger consideration represents the sum of $1.46, the cash portion of the merger consideration, plus the stock portion of the merger consideration, based upon the product of the exchange ratio of 0.297 and the closing price of Citizens common stock as of the applicable date.

For more information on the exchange ratio, see the section entitled “The Merger—Terms of the Merger” beginning on page 40 and “The Merger Agreement—Merger Consideration” beginning on page 91.

Treatment of Investors Equity Awards (Page 94)

Treatment of Investors Stock Options

At the effective time, subject to the terms and conditions of the merger agreement, each option to purchase shares of Investors common stock under the 2015 Investors Equity Plan and the 2006 Investors Equity Plan that is outstanding immediately prior to the effective time, whether vested or unvested, will automatically and without any required action on the part of the holder, cease to represent an option to purchase shares of Investors common stock and be converted into an option to purchase a number of shares of Citizens common stock equal to the product (rounded down to the nearest whole number) of (x) the number of shares of Investors common stock subject to such Investors stock option immediately prior to the effective time and (y) the Investors equity award exchange ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of Investors common stock of such Investors stock option immediately prior to the effective time divided by (B) the Investors equity award exchange ratio. Each Investors stock option will continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to such Investors stock option immediately prior to the effective time.

Treatment of Investors 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 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 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.

Investors’ Reasons for the Merger; Recommendation of the Investors Board of Directors (Page 44)

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. For a more detailed discussion of the Investors board of directors’ recommendation, see “The Merger—Investors’ Reasons for the Merger; Recommendation of Investors’ Board of Directors” beginning on page 44.

Opinions of Investors’ Financial Advisors (Page 47)

Keefe, Bruyette & Woods, Inc.

In connection with the merger, Investors’ lead financial advisor, Keefe, Bruyette & Woods, Inc., which we refer to as “KBW,” delivered a written opinion, dated July 27, 2021, to the Investors board as to the fairness, from a

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financial point of view and as of the date of the opinion, to the holders of Investors common stock of the merger consideration in the merger. The full text of the opinion, which describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion, is attached as Annex B to this document. 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 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.

Piper Sandler & Co.

Investors also retained Piper Sandler & Co., which we refer to as “Piper Sandler,” to act as a financial advisor to the Investors board in connection with Investors’ consideration of a possible business combination with Citizens. 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.

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. 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. Holders of Investors common stock are urged to read the entire opinion carefully in connection with their consideration of the proposed merger.

Information About the Special Meeting (Page 31)

Date, Time and Place of Meeting (Page 31)

The Investors special meeting will be held virtually via the internet on November 19, 2021 at 9:00 a.m., Eastern Time. Due to the continuing public health impact of the COVID-19 pandemic and to support the well-being of shareholders and employees, Investors is holding the Investors special meeting in a virtual meeting format exclusively by webcast.

Purpose of the Meeting (Page 31)

At the Investors special meeting, Investors’ stockholders will be asked to:

• approve and adopt the Investors merger proposal, pursuant to which Investors will merge with and into Citizens;

• approve the Investors compensation proposal; and

• approve the Investors adjournment proposal, if necessary.

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Who Can Vote at the Meeting (Page 31)

You are entitled to vote if the records of Investors show that you held shares of Investors common stock as of the close of business on October 4, 2021, which is the record date for the Investors special meeting. As of the close of business on the record date, 247,694,280 shares of Investors common stock were outstanding. Each share of Investors common stock has one vote on each matter presented to shareholders. If your shares are held in “street name” by your broker, bank or other nominee and you wish to vote at the Investors special meeting, you will have to obtain a “legal proxy” from your broker, bank or other nominee entitling you to vote at the Investors special meeting.

Quorum; Vote Required (Page 31)

The presence at the special meeting, in attendance virtually or by proxy, of the holders of one-third of the issued and outstanding shares of Investors common stock at the Investors special meeting constitutes a quorum for the transaction of business at the Investors special meeting. If you submit valid proxy instructions or attend the meeting, your shares will be counted to determine whether there is a quorum, even if you abstain from voting. If you fail to provide voting instructions to your broker, bank or other nominee with respect to a proposal, that broker, bank or other nominee will not vote your shares of Investors common stock and these shares will not be counted toward a quorum and will not be considered cast with respect to that proposal.

Assuming the presence of a quorum, the proposal to approve the Investors merger proposal requires the affirmative vote of a majority of the outstanding shares of Investors common stock. The Investors compensation proposal and the Investors adjournment proposal each must be approved by the affirmative vote of a majority of votes cast at the Investors special meeting.

Voting and Revocability of Proxies (Page 32)

Investors stockholders may vote by proxy or at the Investors special meeting. To ensure your representation at the Investors special meeting, Investors recommends that you vote by proxy even if you plan to attend the special meeting virtually. You can always change your vote at the special meeting.

If you are a shareholder of record, you can vote your shares:

• via internet at www.proxydocs.com/ISBC;

• via telephone by calling the toll-free number indicated on the accompanying proxy card;

• by completing and mailing the proxy card that is enclosed; or

• by voting at the Investors special meeting. You will need your control number, which can be found on your proxy card, notice or voting instruction form, to vote at the special meeting.

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

Investors stockholders whose shares are held in “street name” by their broker, bank or other nominee must follow the instructions provided by their broker, bank or other nominee to vote their shares. Your broker, bank or other nominee may allow you to deliver your voting instructions via telephone or the internet. If your shares are held in “street name” and you wish to vote at the special meeting, you will have to obtain a “legal proxy” from your broker, bank or other nominee entitling you to vote at the special meeting.

Interests of Investors’ Directors and Executive Officers in the Merger (Page 74)

In considering the information contained in this document, you should be aware that Investors’ executive officers and directors have employment and other compensation agreements or plans that give them financial interests in

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the merger that are different from, or in addition to, the interests of Investors stockholders generally. The Investors board was aware of these interests at the time it approved the merger agreement. These interests include, among other things:

• On the record date of the Investors special meeting, directors and executive officers of Investors and their affiliates owned or had the right to vote a total of 5,861,885 shares or 2.4% of the outstanding Investors common stock on such date.

• Certain Investors directors and executive officers have interests in the merger as individuals in addition to, or different from, their interests as shareholders, such as receiving salaries or other benefits.

• Kevin Cummings, Chairman and Chief Executive Officer, Domenick Cama, President and Chief Operating Officer, Richard Spengler, Senior Executive Vice President and Chief Lending Officer, Paul Kalamaras, Senior Executive Vice President and Chief Risk Officer, and Sean Burke, Executive Vice President and Chief Financial Officer, have employment agreements that generally provide for cash severance payments if the executive officer’s employment is terminated for any reason following a change in control during the term of the agreement.

• Pursuant to the merger agreement, Citizens will honor the employment agreements between Investors and its executive officers and will pay out Investors executive officers in accordance with the terms of certain Investors benefit plans that will be terminated in connection with the merger.

• Citizens has agreed to indemnify the directors and officers of Investors against certain liabilities for a six-year period following the merger.

For additional information on the benefits of the merger to Investors’ directors and management, see the section entitled “The Merger—Interests of Investors’ Directors and Executive Officers in the Merger” beginning on page 74.

Regulatory Approvals (Page 83)

Citizens and Investors have agreed to cooperate and use their reasonable best efforts to prepare and file, or in the case of Citizens cause to be filed, all documentation to effect all necessary notices, reports and other filings and to obtain all permits, consents, approvals and authorizations necessary or advisable to be obtained from any third parties and/or governmental authorities in order to consummate the merger, the bank merger or any of the other transactions contemplated in the merger agreement. Citizens is required to make any initial filings with governmental authorities as soon as reasonably practicable after entering into the merger agreement.

Nothing contained in the merger agreement will be deemed to require Citizens or any of its subsidiaries to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining such permits, consents, approvals and authorizations of governmental entities that would reasonably be likely, in each case following the effective time (but regardless when the action, condition or restriction is to be taken or implemented), to have a material adverse effect on Citizens (measured on a scale relative to Investors) or Investors. These approvals include, among others, the approval of the Board of Governors of the Federal Reserve System, which we refer to as the “Federal Reserve Board” and the Office of the Comptroller of the Currency, which we refer to as the “OCC.” In addition, a notice filing to the New Jersey Department of Banking and Insurance, which we refer to as the “NJDOBI,” is required; but Citizens will not be required to submit an application to the NJDOBI in connection with the bank merger. Citizens and Investors submitted applications with the Federal Reserve Board and the OCC to seek the foregoing approvals on September 2, 2021. The required notice to the NJDOBI was submitted on September 3, 2021.

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Although neither Citizens nor Investors knows of any reason why it cannot obtain these regulatory approvals in a timely manner, Citizens nor Investors cannot be certain when or if they will be obtained, or that the granting of these regulatory approvals will not involve the imposition of conditions on the completion of the merger or the bank merger. See the section entitled “The Merger—Regulatory Approvals” beginning on page 83.

Conditions to Completion of the Merger (Page 106)

As more fully described in this proxy statement/prospectus, each of Citizens’ and Investors’ obligations to effect the merger is subject to the satisfaction or written waiver at or prior to the effective time of each of the following conditions:

• the approval of the merger agreement and the merger by the affirmative vote or requisite consent of the holders of a majority of the outstanding shares of Investors common stock entitled to vote at the Investors stockholder meeting having been obtained. See “The Merger Agreement—Investors Stockholder Meeting; Withdrawal of Recommendation” beginning on page 101 for additional information regarding the “requisite Investors stockholder approval”;

• no governmental authority of competent jurisdiction having been enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the merger, the bank merger or the other transactions contemplated by the merger agreement;

• the registration statement, of which this proxy statement/prospectus forms a part, having become effective under the Securities Act, and no stop order suspending the effectiveness of the registration statement has been issued, and no proceedings for that purpose have been initiated or be threatened, by the SEC;

• (i) all consents, registrations, approvals, permits and authorizations required to be obtained prior to the effective time by Citizens or Investors or any of their respective subsidiaries under (a) to the extent required, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, which we refer to as the “HSR Act,” and (b) from the Federal Reserve Board and the OCC, which are necessary to consummate the merger and the bank merger, and (ii) any other consents, registrations, approvals, permits and authorizations from any governmental authority the failure of which to be obtained would reasonably expected to have, individually or in the aggregate, a material adverse effect on Citizens (measured on a scale relative to Investors) or a material adverse effect on Investors, having been made or obtained (as the case may be) and remaining in full force and effect and all statutory waiting periods in respect of each of the foregoing having expired. See “The Merger—Regulatory Approvals” beginning on page 83 for additional information regarding the regulatory approvals;

• the shares of Citizens common stock issuable pursuant to the merger agreement having been authorized for listing on the NYSE, subject to official notice of issuance;

• the accuracy of the representations and warranties of the other party contained in the merger agreement, as of the date of the merger agreement and as of the closing date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date), subject to the materiality standards provided in the merger agreement (and the receipt by each party of a certificate signed on behalf of the other party by an executive officer, dated as of the closing date, to such effect);

• the performance by the other party in all material respects of all obligations required to be performed by it under the merger agreement at or prior to the effective time (and the receipt by each party a certificate signed by an executive officer of the other party, dated as of the closing date, to such effect);

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• no event having occurred or circumstance arisen that, individually or taken together with all other facts, circumstances or events, has had or would reasonably be expected to have a material adverse effect on each party; and

• receipt by such party of an opinion of legal counsel, dated the closing date, to the effect that on the basis of facts, representations and assumptions set forth or referred to in such opinion, the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

Termination; Termination Fee (Page 107)

Termination

The merger agreement can be terminated and the merger may be abandoned at any time prior to the effective time, whether before or after the Investors stockholder approval, in the following circumstances:

• by action of the board of directors of either Citizens or Investors, in the event that both parties mutually consent in writing to terminate the merger agreement;

• by action of the board of directors of either Citizens or Investors, in the event that the merger is not consummated by July 28, 2022, which we refer to as the “end date”; provided that the end date may be extended to October 28, 2022 by either Citizens or Investors by written notice to the other party if the closing has not occurred by such date, and on such date the mutual closing conditions under the merger agreement have not been satisfied or waived and each of the other conditions to consummation of the merger has been satisfied, waived or remains capable of being satisfied, except to the extent that the failure of the merger then to be consummated arises out of or results from the knowing action or inaction of the party seeking to terminate the merger agreement which action or inaction is in violation of its obligations under the merger agreement;

• by action of the board of directors of either Citizens or Investors if (i) the approval of any governmental authority required for consummation of the merger, the bank merger or the other transactions contemplated by the merger agreement have been denied by final and nonappealable action of such governmental authority, or an application has been permanently withdrawn by mutual agreement of Citizens and Investors at the request or suggestion of a governmental authority, or (ii) Investors stockholder approval is not obtained at the duly convened special meeting of Investors stockholders (including any adjournments or postponements of such meetings), as applicable;

• by action of the Investors board if there has been a breach of any representation, warranty, covenant or agreement made by Citizens, such that if continuing on the closing date, one of the conditions to completion of the merger of Investors would not be satisfied and such breach or condition is not curable or, if curable, is not cured within thirty (30) calendar days after written notice thereof is given by Investors (or such shorter period as remaining prior to the end date); provided that Investors is not then in material breach of any representation, warranty, covenant or agreement;

• by action of the Citizens board if there has been a breach of any representation, warranty, covenant or agreement made by Investors, such that if continuing on the closing date, one of the conditions to completion of the merger of Citizens would not be satisfied and such breach or condition is not curable or, if curable, is not cured within thirty (30) calendar days after written notice thereof is given by Citizens (or such shorter period as remaining prior to the end date); provided that Citizens is not then in material breach of any representation warranty, covenant or agreement; and

• at any time prior to the Investors stockholder approval, by action of the Citizens board, in the event (i) Investors has breached in any material respect its obligations relating to non-solicitation of acquisition proposals; (ii) the Investors board has effected a change of recommendation; (iii) at any time after the end of ten (10) business days following receipt of an acquisition proposal, the Investors

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board has failed to reaffirm its board recommendation as promptly as practicable (but in any event within five (5) business days) after receipt of any written request to do so by Citizens; or (iv) a tender offer or exchange offer for outstanding shares of Investors common stock has been publicly disclosed (other than by Citizens or an affiliate of Citizens) and the Investors board recommends that its stockholders tender their shares in such tender or exchange offer or, within ten (10) business days after the commencement of such tender or exchange offer, the Investors board fails to recommend unequivocally against acceptance of such offer.

Termination Fee

If the merger agreement is terminated under certain circumstances, including circumstances involving acquisition proposals and changes in the recommendation of the Investors board, Investors may be required to pay a termination fee to Citizens equal to $140 million.

For more information, please see the section entitled “The Merger Agreement—Termination of the Merger Agreement” and “The Merger Agreement—Termination Fee” beginning on pages 107 and 108, respectively, of this proxy statement/prospectus.

Appraisal or Dissenters’ Rights in the Merger (Page 87)

Investors stockholders who do not vote in favor of the merger proposal and follow certain procedural steps will be entitled to appraisal rights under Section 262 of the DGCL. These procedural steps include, among others: (i) not voting in favor of adoption of the merger proposal, (ii) delivering to Investors prior to or at the Investors special meeting a written demand for appraisal, (iii) owning Investors common stock as of the Investors record date and continuously holding such shares of Investors common stock from the date of making a demand for appraisal through the effective time and (iv) otherwise comply with the requirements of Section 262 of the DGCL. For more information, please see the section entitled “Appraisal Rights” beginning on page 87 of this proxy statement/prospectus.

Accounting Treatment (Page 85)

Citizens prepares its financial statements in accordance with accounting principles generally accepted in the United States of America, which we refer to as “GAAP.” The merger will be accounted for using the acquisition method of accounting. Citizens will be treated as the acquirer for accounting purposes.

Material United States Federal Income Tax Consequences (Page 110)

The merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code and it is a condition to the respective obligations of Citizens and Investors to complete the merger that each of Citizens and Investors receives a legal opinion to that effect. Accordingly, an Investors stockholder generally will recognize gain, but not loss, in an amount equal to the lesser of (a) the amount of gain realized (i.e., the excess of the sum of the amount of cash and the fair market value of the Citizens common stock received pursuant to the merger over that holder’s adjusted tax basis in its shares of Investors common stock surrendered) and (b) the amount of cash received pursuant to the merger. Further, an Investors stockholder generally will recognize gain or loss with respect to cash received instead of fractional shares of Citizens common stock that the Investors stockholder would otherwise be entitled to receive. For further information, please refer to “Material United States Federal Income Tax Consequences” beginning on page 110.

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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Comparison of Stockholder Rights (Page 132)

The rights of Investors stockholders are governed by its certificate of incorporation, which we refer to as the “Investors charter,” its bylaws, which we refer to as the “Investors bylaws,” and by Delaware corporate law. Your rights as a stockholder of Citizens will be governed by Citizens’ restated certificate of incorporation, which we refer to as the “Citizens charter,” its amended and restated bylaws, which we refer to as the “Citizens bylaws,” and by Delaware corporate law. Your rights under the Citizens charter and Citizens bylaws will differ in some respects from your rights under the Investors charter and Investors bylaws. For more detailed information regarding a comparison of your rights as a stockholder of Investors and Citizens, see the section entitled “Comparison of Stockholder Rights” beginning on page 132.

Listing of Citizens Common Stock; Delisting and Deregistration of Investors Common Stock (Page 85)

The shares of Citizens common stock to be issued in the merger will be listed for trading on the NYSE. Following the merger, shares of Citizens common stock will continue to be listed on the NYSE. In addition, following the merger Investors common stock will be delisted from the NASDAQ and deregistered under the Exchange Act.

Litigation Relating to the Merger (Page 85)

On September 30, 2021, a complaint captioned Vito Sacco v. Investors Bancorp, Inc. et al., Case No. 1:21-cv-08112, was filed by a purported stockholder of Investors in the U.S. District Court for the Southern District of New York. The complaint names Investors and the Investors board of directors as defendants. The complaint alleges, among other things, that the defendants violated Section 14(a) and Section 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder by purportedly making or causing to be made materially misleading and/or incomplete statements relating to the proposed merger and the process leading up to the proposed merger in the registration statement filed with the SEC. The complaint seeks, among other relief, an injunction preventing the closing of the merger, rescission of the merger or awarding of rescissory damages if the merger is completed, a direction that the individual defendants disseminate a registration statement that does not contain any untrue statements of material fact and that states all material facts required in it or necessary to make the statements contained therein not misleading, a declaration that the defendants violated Sections 14(a) and/or 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder, and an award to plaintiff for the costs of the action, including a reasonable allowance for attorneys’ and experts’ fees. Citizens and Investors believe the claims asserted in the lawsuit are without merit.

On September 30, 2021, a complaint captioned George Fradelakis v. Investors Bancorp, Inc. et al., Case No. 2:21-cv-17907-MCA-JSA, was filed by a purported stockholder of Investors in the U.S. District Court for the District of New Jersey. The complaint names Investors and the Investors board of directors as defendants. The complaint alleges, among other things, that the defendants violated Section 14(a) and Section 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder by purportedly making or causing to be made materially misleading and/or incomplete statements relating to the proposed merger and the process leading up to the proposed merger in the registration statement filed with the SEC. The complaint seeks, among other relief, an injunction preventing the closing of the merger, a direction that the defendants account to plaintiff for damages sustained because of the items described in the complaint, and an award to plaintiff for the costs of the action, including a reasonable allowance for attorneys’ and experts’ fees. Citizens and Investors believe the claims asserted in the lawsuit are without merit.

On October 4, 2021, a complaint captioned Robert Lowinger v. Investors Bancorp, Inc. et al., Case No. 1:21-cv-05491, was filed by a purported stockholder of Investors in the U.S. District Court for the Eastern District of New York. The complaint names Investors and the Investors board of directors as defendants. The complaint alleges, among other things, that the defendants violated Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder by purportedly making or causing to be made materially misleading and/or incomplete statements relating to the proposed merger and the process leading up to the proposed merger in the registration statement filed with the SEC. The complaint seeks, among other relief, an injunction preventing the closing of the merger and any vote on the merger, a direction that the defendants account to plaintiff for damages sustained

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because of the items described in the complaint, and an award to plaintiff for the costs of the action, including a reasonable allowance for attorneys’ and experts’ fees. Citizens and Investors believe the claims asserted in the lawsuit are without merit.

Additional lawsuits arising out of the merger may be filed in the future. There can be no assurance that any of the defendants will be successful in the outcome of any pending or any potential future lawsuits. Citizens and Investors intend to defend vigorously against the pending lawsuits described above and any other future lawsuits filed against them challenging the merger.

Risk Factors (Page 25)

You should consider all the information contained in or incorporated by reference into this proxy statement/prospectus in deciding how to vote for the proposals presented in this proxy statement/prospectus. In particular, you should consider the factors described under “Risk Factors” beginning on page 25.

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COMPARATIVE MARKET PRICE DATA

The following table presents the closing prices of Investors common stock and Citizens common stock on July 27, 2021, the last full trading day before the date of the public announcement of the merger agreement, and October 4, 2021, the last practicable date prior to the date of this proxy statement/prospectus. The table also shows the estimated implied value of the merger consideration for each share of Investors common stock on the relevant date.

	Citizens Closing Price		Investors Closing Price		Exchange Ratio		Cash		Estimated Equivalent Per Share Value(1)
July 27, 2021	$	44.32	$	13.02		0.297	$	1.46	$	14.62
October 4, 2021		48.26		15.45		0.297	$	1.46		15.79

(1) The implied value of the merger consideration represents the sum of $1.46, the cash portion of the merger consideration, plus the stock portion of the merger consideration, based upon the product of the exchange ratio of 0.297 and the closing price of Citizens common stock as of the applicable date.

The above table shows only historical comparisons. These comparisons may not provide meaningful information to Investors stockholders in determining whether to approve the merger agreement. Investors stockholders are urged to obtain current market quotations for shares of Citizens common stock and Investors common stock and to review carefully the other information contained in this proxy statement/prospectus or incorporated by reference into this proxy statement/prospectus in considering whether to approve the merger agreement. The market prices of Citizens common stock and Investors common stock will fluctuate between the date of this proxy statement/prospectus and the date of completion of the merger. No assurance can be given concerning the market prices of Investors common stock or Citizens common stock before or after the effective date of the merger. Changes in the market price of Citizens common stock prior to the completion of the merger will affect the market value of the merger consideration that Investors stockholders will receive upon completion of the merger.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus, including information included or incorporated by reference into this proxy statement/prospectus, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including but not limited to Citizens’ and/or Investors’ expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “plan,” “project,” “goal,” “initiative,” “outlook,” “positions,” “prospects” or “potential,” by future conditional verbs such as “will,” “would,” “should,” “could” or “may,” or by variations of such words or by similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made and neither Citizens nor Investors assumes any duty to update forward-looking statements. Actual results may differ materially from forward-looking statements or historical performance. In addition to factors previously disclosed in Citizens’ and Investors’ reports filed with the SEC and those identified elsewhere in this proxy statement/prospectus, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance:

• the ability to obtain regulatory approvals (and the timing of such approvals) and meet other closing conditions to the merger, including approval by Investors stockholders on the expected terms and anticipated timing;

• any delay in closing the merger;

• an inability to complete the merger, or changes in the current anticipated timeframe, terms or manner of the proposed merger;

• the outcome of any legal proceedings that may be instituted against Citizens or Investors;

• the occurrence of any event, change or other circumstance that could give rise to the right of one or both parties to terminate the merger agreement;

• the risk of greater than expected costs or other difficulties related to the integration of the business of Citizens and Investors;

• the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the common stock of either or both parties to the proposed transaction;

• the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events;

• the risks relating to diversion of management’s attention from ongoing business operations and opportunities;

• the restrictions during the pendency of the proposed transaction that may impact the ability of Investors to pursue certain business opportunities or strategic transactions;

• the dilution caused by Citizens’ issuance of additional shares of its capital stock in connection with the proposed transaction;

• the risk of business disruption following the merger;

• any changes in asset quality and credit risk;

• the inability to sustain revenue and earnings growth;

• the inability to retain existing Investors clients and employees following the closing of the merger;

• any changes in interest rates and capital markets;

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• any actual or anticipated increase in inflation;

• any changes in customer borrowing, repayment, investment and deposit practices;

• any developments leading to customer disintermediation;

• the introduction, withdrawal, success and timing of business initiatives;

• the competitive environment;

• any adverse change in economic conditions;

• the impact, extent and timing of technological changes, capital management activities, and monetary actions of the Federal Reserve Board and legislative and regulatory actions and reforms;

• the impact of the global COVID-19 pandemic on Citizens’ and/or Investors’ businesses or ability to complete the proposed merger; and

• management’s ability to identify and manage these and other risks.

For any forward-looking statements made in this proxy statement/prospectus or in any documents incorporated by reference into this proxy statement/prospectus, Citizens and Investors claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement/prospectus or the date of the applicable document incorporated by reference into this proxy statement/prospectus. Citizens and Investors undertake no obligation to update or revise any forward-looking statements, even if experience or future changes make it clear that projected results expressed or implied in such statements will not be realized, except as may be required by law. As a result of these risks and others, actual results could vary significantly from those anticipated in forward-looking statements, and the financial condition and results of operations of Citizens and/or Investors could be materially adversely affected. Annualized, pro forma, projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results.

Consequently, all of the forward-looking statements made by Citizens or Investors contained or incorporated by reference in this proxy statement/prospectus are qualified by factors, risks and uncertainties, including, but not limited to, those set forth under the headings titled “Risk Factors” beginning on page 25 of this proxy statement/prospectus and those set forth under the headings “Forward-Looking Statements” and “Risk Factors” in Citizens’ and Investors’ annual and quarterly reports and other filings with the SEC that 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.

Citizens and Investors expressly qualify in their entirety all forward-looking statements attributable to either of them or any person acting on their behalf by the cautionary statements contained or referred to in this proxy statement/prospectus.

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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:

• the financial markets may react negatively, resulting in negative impacts on Citizens’ and/or Investors’ stock price and other adverse impacts;

• Citizens and/or Investors may experience negative reactions from our customers, vendors, and employees;

• Citizens and Investors will have incurred substantial expenses and will be required to pay certain costs relating to the acquisitions, whether or not the acquisitions are completed, such as legal, accounting, investment banking, and other professional and administrative fees; and

• matters relating to the acquisitions may require substantial commitments of time and resources by Citizens’ and/or Investors’ management, which could otherwise have been devoted to other opportunities that may have benefited us.

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:

• the Investors merger proposal;

• the Investors compensation proposal; and

• the Investors adjournment proposal.

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:

• Vote required: Approval of the Investors merger proposal requires the affirmative vote of a majority of the outstanding shares of Investors common stock. Approval of the Investors merger proposal is a condition to the completion of the merger.

• Effect of abstentions and broker non-votes: If you mark “ABSTAIN” on your proxy, fail to submit a proxy or to vote at the Investors special meeting via the Investors special meeting website or fail to instruct your bank, broker, trustee or other nominee how to vote with respect to the Investors merger proposal, it will have the same effect as a vote “AGAINST” the Investors merger proposal.

Investors compensation proposal:

• Vote required: Approval of the Investors compensation proposal requires the affirmative vote of a majority of the votes cast by Investors stockholders at the Investors special meeting. Approval of the Investors compensation proposal is not a condition to the completion of the merger.

• Effect of abstentions and broker non-votes: If you mark “ABSTAIN” on your proxy, fail to submit a proxy or vote at the Investors special meeting via the Investors special meeting website or fail to instruct your bank, broker, trustee or other nominee how to vote with respect to the Investors compensation proposal, you will not be deemed to have cast a vote with respect to the Investors compensation proposal and it will have no effect on the Investors compensation proposal.

Investors adjournment proposal:

• Vote required: Whether or not a quorum will be present at the meeting, approval of the Investors adjournment proposal requires the affirmative vote of a majority of the votes cast by Investors stockholders at the Investors special meeting. Approval of the Investors adjournment proposal is not a condition to the completion of the merger.

• Effect of abstentions and broker non-votes: If you mark “ABSTAIN” on your proxy, fail to submit a proxy or vote at the Investors special meeting via the Investors special meeting website or fail to instruct your bank, broker, trustee or other nominee how to vote with respect to the Investors adjournment proposal, you will not be deemed to have cast a vote with respect to the Investors adjournment proposal and it will have no effect on the 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:

• by telephone: by calling the toll-free number indicated on the accompanying proxy card and following the recorded instructions;

• through the internet: by visiting the website indicated on the accompanying proxy card and following the instructions; or

• by completing and returning the accompanying proxy card in the enclosed postage-paid envelope. The envelope requires no additional postage if mailed in the United States.

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:

• submitting a written statement that you would like to revoke your proxy to the corporate secretary of Investors;

• signing and returning a proxy card with a later date;

• attending the Investors special meeting virtually and voting at the Investors special meeting via the Investors special meeting website; or

• voting by telephone or the internet at a later time.

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

• contacting your bank, broker, trustee or other nominee; or

• attending and voting your shares at the Investors special meeting virtually via the Investors special meeting website if you have your control number, which can be found on the voting instructions provided by your bank, broker, trustee or other nominee. Please contact your broker, bank, trustee or other nominee for further instructions.

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:

• the fact that the implied value of the merger consideration based on the closing price of Citizens common stock as of July 27, 2021 of $44.32 for each share of Investors common stock represented a 12.3% premium over the closing price of Investors common stock on July 27, 2021 (the last trading day prior to the board meeting to approve the merger);

• each of Investors’ and Citizens’ business, operations, financial condition, stock performance, asset quality, earnings and prospects. In reviewing these factors, including the information obtained through due diligence, the Investors board considered that Citizens’ and Investors’ respective business, operations and risk profile complement each other and that the companies’ separate earnings and prospects, and the synergies and scale potentially available in the proposed transaction, create the opportunity for the combined company to leverage complementary and diversified revenue streams and to have superior future earnings and prospects compared to Investors’ earnings and prospects on a stand-alone basis;

• the combined company’s position as the leading community-focused commercial bank in the Northeast and Mid-Atlantic regions, with the scale and market share to compete effectively;

• the fact that, upon the closing, the combined company’s board of directors will include two legacy Investors directors, Mr. Cummings and Ms. Siekerka, which the Investors board believes enhances the likelihood that the strategic benefits Investors expects to achieve as a result of the merger will be realized;

• the fact that, upon the closing, Mr. Cama, President and Chief Operating Officer of Investors and Investors Bank, will serve as the Co-Head of Merger Integration and the NYC Metro President for CBNA, and additional senior Investors officers and managers will join CBNA, which the Investors board believes enhances the likelihood that the strategic benefits Investors expects to achieve as a result of the merger will be realized;

• its knowledge of the current environment in the financial services industry, including economic conditions and the interest rate and regulatory environments, increased operating costs resulting from regulatory and compliance mandates, increasing competition from both banks and non-bank financial and financial technology firms, current financial market conditions and the likely effects of these factors on Investors’ and the combined company’s potential growth, development, productivity and strategic options;

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• its views with respect to other strategic alternatives potentially available to Investors, including continuing as a stand-alone company and a transformative transaction with another potential acquiror or merger partner, and its belief that a transaction with such other potential transaction partners would not deliver the financial and operational benefits that could be achieved in the proposed merger with Citizens;

• the fact that Investors stockholders will receive Citizens common stock as part of the merger consideration, which offers Investors stockholders the opportunity to participate as stockholders of Citizens in the future performance of the combined company;

• the anticipated pro forma financial impact of the merger on the combined company, including earnings, earnings per share accretion, dividends, return on equity, tangible book value, asset quality, operational efficiency, liquidity and regulatory capital levels;

• the complementary nature of Investors’ and Citizens’ businesses and prospects given the markets they serve and products they offer, and the expectation that the transaction would provide economies of scale, cost savings opportunities and enhanced opportunities for growth;

• its belief that the two companies’ corporate cultures are similar and compatible, which would facilitate integration and implementation of the transaction;

• Investors’ and Citizens’ shared views regarding the best approach to combining and integrating the two companies, structured to maximize the potential for synergies and positive impact to local communities and minimize the loss of customers and employees and to further diversify the combined company’s operating risk profile compared to the risk profile of either company on a stand-alone basis;

• its review and discussions with Investors’ management concerning Investors’ due diligence examination of the operations, financial condition and regulatory compliance programs and prospects of Citizens;

• the expectation that the required regulatory approvals could be obtained in a timely fashion;

• the board’s understanding that the merger will qualify as a “reorganization” under Section 368(a) of the Internal Revenue Code and that, as a result, Investors’ stockholders will not recognize gain or loss with respect to their receipt of Citizens common stock in the merger;

• the fact that the exchange ratio would be fixed, which the Investors board believed was consistent with market practice for transactions of this type and with the strategic purpose of the transaction;

• the fact that the merger consideration includes a cash payment of $1.46 per share, which provides Investors stockholders immediate certainty of value for a portion of the merger consideration;

• its expectation that, upon consummation of the merger, Investors common stockholders would own approximately 14% of the combined company on a fully diluted basis;

• the fact that Investors’ common stockholders will have an opportunity to vote on the approval of the merger agreement and the merger;

• the impact of the merger on Investors’ employees, including the compensation and employee benefits agreed to be provided by Citizens pursuant to the merger agreement;

• the separate opinions of KBW and Piper Sandler to the Investors board, which were in each case dated July 27, 2021, as to the fairness, from a financial point of view, and as of the date of the opinions and subject to the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by each of KBW and Piper Sandler in rendering their respective opinions, to the holders of Investors common stock of the merger consideration in the proposed merger. See “The Merger—Opinions of Investors Financial Advisors—Opinion of Keefe, Bruyette & Woods, Inc.” and “The Merger—Opinions of Investors Financial Advisors—Opinion of Piper Sandler & Co.” beginning on pages 47 and 60, respectively; and

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• the terms of the merger agreement, which Investors reviewed with its legal advisor, including the representations, covenants, deal protection and termination provisions.

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 possible diversion of management attention and resources from other strategic opportunities and operational matters while working to implement the transaction and integrate the two companies;

• the risk of losing key Investors’ employees during the pendency of the merger and thereafter;

• the risk that the consideration to be paid to Investors stockholders could be adversely affected by a decrease in the trading price of Citizens common stock during the pendency of the merger;

• the restrictions on the conduct of Investors’ business during the period between execution of the merger agreement and the consummation of the merger, which could potentially delay or prevent Investors from undertaking business opportunities that might arise or certain other actions it might otherwise take with respect to its operations absent the pendency of the merger;

• the potential effect of the merger on Investors’ overall business, including its relationships with customers, employees, suppliers and regulators;

• the possibility of encountering difficulties in achieving cost savings and synergies in the amounts currently estimated or within the time frame currently contemplated;

• certain anticipated merger-related costs, which could also be higher than expected;

• the regulatory and other approvals required in connection with the merger and the bank merger and the risk that such regulatory approvals will not be received or will not be received in a timely manner or may impose burdensome or unacceptable conditions;

• the fact that: (i) Investors would be prohibited from affirmatively soliciting acquisition proposals after execution of the merger agreement; and (ii) Investors would be obligated to pay to Citizens a termination fee of $140.0 million if the merger agreement is terminated under certain circumstances, which may discourage other parties potentially interested in a strategic transaction with Investors from pursuing such a transaction;

• the potential for legal claims challenging the merger;

• the risk that the merger may not be completed despite the combined efforts of Investors and Citizens or that completion may be unduly delayed, including as a result of delays in obtaining the required regulatory approvals; and

• the other risks described under the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” beginning on pages 25 and 23, respectively.

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:

• a draft of the merger agreement dated July 27, 2021 (the most recent draft then made available to KBW);

• the audited financial statements and the Annual Reports on Form 10-K for the three fiscal years ended December 31, 2020 of Investors;

• the unaudited quarterly financial statements and the Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 of Investors;

• certain preliminary and unaudited quarterly financial results for the quarter ended June 30, 2021 of Investors (provided by Investors);

• the audited financial statements and the Annual Reports on Form 10-K for the three fiscal years ended December 31, 2020 of Citizens;

• the unaudited quarterly financial statements and the Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 of Citizens;

• certain unaudited financial results for the quarter ended June 30, 2021 of Citizens (contained in the Current Report on Form 8-K filed by Citizens with the Securities and Exchange Commission on July 20, 2021);

• certain regulatory filings of Investors and Citizens and their respective subsidiaries, including the quarterly reports on Form FR Y-9C and call reports filed with respect to each quarter during the three-year period ended December 31, 2020 as well as the quarter ended March 31, 2021;

• certain other interim reports and other communications of Investors and Citizens to their respective stockholders; and

• other financial information concerning the businesses and operations of Investors and Citizens furnished to KBW by Investors and Citizens or which KBW was otherwise directed to use for purposes of KBW’s analyses.

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:

• the historical and current financial position and results of operations of Investors and Citizens;

• the assets and liabilities of Investors and Citizens;

• the nature and terms of certain other merger transactions and business combinations in the banking industry;

• a comparison of certain financial and stock market information for Investors and Citizens with similar information for certain other companies the securities of which were publicly traded;

• financial and operating forecasts and projections of Investors (which forecasts and projections reflected the estimated pro forma impact of Investors’ pending acquisition of certain branches of Berkshire Bank, which we refer as the “Berkshire branch acquisition”) that were prepared by Investors management, provided to and discussed with KBW by such management, and used and relied upon by KBW at the direction of such management and with the consent of the Investors board;

• publicly available consensus “street estimates” of Citizens (which estimates reflected the estimated pro forma impact of Citizens’ pending acquisition of certain branches and the national online deposit business of HSBC Bank U.S.A, N.A., which we refer as the “HSBC branch acquisition”), as well as assumed Citizens long-term growth rates provided to KBW by Citizens management, all of which information was discussed with KBW by such management and used and relied upon by KBW based on such discussions, at the direction of Investors management and with the consent of the Investors board;

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• certain adjustments to balance sheet and capital 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 and capital 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, all of which information was used and relied upon by KBW based on such discussions, at the direction of Investors management and with the consent of the Board; and

• 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) that were prepared by Citizens management, provided to and discussed with KBW by such management, and used and relied upon by KBW based on such discussions, at the direction of Investors management and with the consent of the Investors board.

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:

• that the merger and any related transactions (including, without limitation the bank merger) would be completed substantially in accordance with the terms set forth in the merger agreement (the final terms of which KBW assumed would not differ in any respect material to KBW’s analyses from the draft reviewed by KBW and referred to above), with no adjustments to the merger consideration (including the allocation between cash and stock) and with no other consideration or payments in respect of Investors common stock;

• that the representations and warranties of each party in the merger agreement and in all related documents and instruments referred to in the merger agreement were true and correct;

• that each party to the merger agreement and all related documents would perform all of the covenants and agreements required to be performed by such party under such documents;

• that there were no factors that would delay or subject to any adverse conditions, any necessary regulatory or governmental approval for the merger or any related transactions and that all conditions to the completion of the merger and any related transaction would be satisfied without any waivers or modifications to the merger agreement or any of the related documents; and

• that in the course of obtaining the necessary regulatory, contractual, or other consents or approvals for the merger and any related transactions, no restrictions, including any divestiture requirements, termination or other payments or amendments or modifications, would be imposed that would have a material adverse effect on the future results of operations or financial condition of Investors, Citizens or the pro forma entity, or the contemplated benefits of the merger, including without limitation the cost savings, related expenses and operating synergies expected to result or be derived from the merger.

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:

• the underlying business decision of Investors to engage in the merger or enter into the merger agreement;

• the relative merits of the merger as compared to any strategic alternatives that are, have been or may be available to or contemplated by Investors or the Investors board;

• the fairness of the amount or nature of any compensation to any of Investors’ officers, directors or employees, or any class of such persons, relative to the compensation to the holders of Investors common stock;

• the effect of the merger or any related transaction on, or the fairness of the consideration to be received by, holders of any class of securities of Investors (other than the holders of Investors common stock, solely with respect to the merger consideration (as described in KBW’s opinion and not relative to the consideration to be received by holders of any other class of securities) or holders of any class of securities of Citizens or any other party to any transaction contemplated by the merger agreement;

• whether Citizens had sufficient cash, available lines of credit or other sources of funds to enable it to pay the aggregate amount of the cash consideration to the holders of Investors common stock at the closing of the merger;

• the actual value of Citizens common stock to be issued in the merger;

• the prices, trading range or volume at which Investors common stock or Citizens common stock would trade following the public announcement of the merger or the prices, trading range or volume at which Citizens common stock would trade following the consummation of the merger;

• any advice or opinions provided by any other advisor to any of the parties to the merger or any other transaction contemplated by the merger agreement; or

• any legal, regulatory, accounting, tax or similar matters relating to Investors, Citizens, their respective stockholders, or relating to or arising out of or as a consequence of the merger or any related transaction (including the bank merger), including whether or not the merger would qualify as a tax-free reorganization for United States federal income tax purposes.

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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:

				Selected Companies
	Investors			25th Percentile			Average			Median			75th Percentile
MRQ Pre-Tax Pre-Provision Return on Average Assets		1.52	%		1.27	%		1.62	%		1.74	%		1.81	%
MRQ Core Return on Average Assets(1)		1.22	%		1.15	%		1.56	%		1.60	%		1.76	%
MRQ Core Return on Average Tangible Common Equity(1)		11.8	%		15.1	%		17.5	%		16.4	%		18.1	%
MRQ Net Interest Margin		3.11	%		2.59	%		3.01	%		3.10	%		3.39	%
MRQ Fee Income / Revenue Ratio(2)		6.3	%		18.6	%		24.0	%		25.2	%		28.4	%
MRQ Efficiency Ratio		52.2	%		58.6	%		54.7	%		55.4	%		49.6	%

(1) Core net income after taxes and before extraordinary items, less net income attributable to noncontrolling interest, gain on the sale of held to maturity and available for sale securities, amortization of intangibles, goodwill and nonrecurring items as defined by S&P Global Market Intelligence.

(2) Excluded gain on sale of securities.

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

		Selected Companies
	Investors	25th Percentile			Average			Median			75th Percentile
Tangible Common Equity / Tangible Assets	10.17% / 9.80%(1)		7.80	%		8.96	%		8.83	%		9.38	%
Total Capital Ratio	14.48% / 14.04%(1)		14.79	%		15.24	%		15.13	%		15.61	%
Loans / Deposits	109.8% / 107.9%(1)		65.3	%		74.5	%		79.9	%		84.7	%
Loan Loss Reserve / Loans	1.27%		1.24	%		1.36	%		1.32	%		1.37	%
Nonperforming Assets / Loans + OREO	0.43%		0.88	%		0.65	%		0.73	%		0.40	%
MRQ Net Charge-offs / Average Loans	(0.02)%		0.08	%		0.05	%		0.04	%		0.02	%

(1) Second statistic adjusted pro forma for pending Berkshire branch acquisition.

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

		Selected Companies
	Investors	25th Percentile			Average			Median			75th Percentile
One-Year Stock Price Change	57.0%		45.2	%		63.7	%		62.3	%		73.0	%
One-Year Total Return	64.7%		50.4	%		69.6	%		67.2	%		83.1	%
Year-To-Date Stock Price Change	23.3%		10.7	%		20.9	%		20.3	%		24.3	%
Price / Tangible Book Value per Share	1.19x / 1.21x(1)		1.50	x		1.84	x		1.79	x		2.07	x
Price / 2021 EPS Estimate	10.4x/10.3x(2)		9.9	x		12.3	x		12.3	x		13.9	x
Price / 2022 EPS Estimate	9.6x/9.5x(2)		11.4	x		13.8	x		12.6	x		16.0	x
Dividend Yield	4.3%		2.5	%		3.0	%		3.2	%		3.7	%
2021 Dividend Payout Ratio	44.7%		27.2	%		37.1	%		40.8	%		47.0	%

(1) Second statistic adjusted pro forma for pending Berkshire branch acquisition.

(2) First EPS multiples based on EPS estimates of Investors taken from publicly available consensus “street estimates” of Investors. Second EPS multiples based on EPS estimates of Investors taken from financial and operating forecasts and projections of Investors provided by Investors management.

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):

M&T Bank Corporation

Fifth Third Bancorp

KeyCorp

Huntington Bancshares Incorporated

SVB Financial Group

First Republic Bank

Regions Financial Corporation

Signature Bank

Comerica Incorporated

First Horizon Corporation

Zions Bancorporation, National Association

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:

				Selected Companies
	Citizens			25th Percentile			Average			Median			75th Percentile
MRQ Pre-Tax Pre-Provision Return on Average Assets		1.36	%		1.32	%		1.48	%		1.46	%		1.58	%
MRQ Core Return on Average Assets(1)		1.42	%		1.11	%		1.35	%		1.38	%		1.47	%
MRQ Core Return on Average Tangible Common Equity(1)		19.1	%		15.2	%		18.5	%		17.8	%		19.4	%
MRQ Net Interest Margin		2.71	%		2.38	%		2.58	%		2.62	%		2.77	%
MRQ Fee Income / Revenue Ratio(2)		30.0	%		24.6	%		30.9	%		36.6	%		38.1	%
MRQ Efficiency Ratio		60.9	%		59.7	%		56.1	%		58.4	%		56.1	%

(1) Core net income after taxes and before extraordinary items, less net income attributable to noncontrolling interest, gain on the sale of held to maturity and available for sale securities, amortization of intangibles, goodwill and nonrecurring items as defined by S&P Global Market Intelligence.

(2) Excluded gain on sale of securities.

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

		Selected Companies
	Citizens	25th Percentile			Average			Median			75th Percentile
Tangible Common Equity / Tangible Assets	7.91% / 7.57%(1)		6.81	%		7.13	%		7.34	%		7.58	%
CET1 Ratio	10.28% / 9.85%(1)		9.99	%		10.40	%		10.35	%		10.40	%
Total Capital Ratio	13.54% / 13.03%(1)		13.10	%		13.61	%		13.23	%		14.17	%
Loans / Deposits	81.4% / 78.2%(1)		65.0	%		69.2	%		67.5	%		77.3	%
Loan Loss Reserves / Loans	1.54%		0.99	%		1.33	%		1.36	%		1.71	%
Nonperforming Assets / Loans + OREO	1.26%		1.30	%		1.00	%		0.99	%		0.71	%
MRQ Net Charge-offs / Average Loans	0.24%		0.17	%		0.09	%		0.10	%		(0.01	)%

(1) Second statistic adjusted pro forma for pending HSBC branch acquisition.

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

		Selected Companies
	Citizens	25th Percentile			Average			Median			75th Percentile
One-Year Stock Price Change	78.3%		59.8	%		77.0	%		71.2	%		85.5	%
One-Year Total Return	87.3%		65.9	%		82.4	%		72.2	%		93.5	%
Year-To-Date Stock Price Change	23.9%		18.5	%		26.5	%		20.5	%		32.3	%
Price / Tangible Book Value per Share	1.31x / 1.33x(1)		1.42	x		1.86	x		1.59	x		1.96	x
Price / 2021 EPS Estimate	8.6x		8.1	x		12.0	x		9.7	x		13.4	x
Price / 2022 EPS Estimate	9.9x		9.9	x		13.0	x		11.2	x		13.2	x
Dividend Yield	3.5%		1.8	%		2.7	%		3.2	%		3.9	%
2021 Dividend Payout Ratio	30.7%		19.2	%		25.9	%		31.4	%		33.4	%

(1) Second statistic adjusted pro forma for pending HSBC branch acquisition.

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:

Acquiror	Acquired Company
Old National Bancorp	First Midwest Bancorp, Inc.
New York Community Bancorp, Inc.	Flagstar Bancorp, Inc.
Independent Bank Corp.	Meridian Bancorp, Inc.
Webster Financial Corporation	Sterling Bancorp
BancorpSouth Bank	Cadence Bancorporation
M&T Bank Corporation	People’s United Financial, Inc.
Huntington Bancshares Incorporated	TCF Financial Corporation
PNC Financial Services Group, Inc.	BBVA USA Bancshares, Inc.
First Citizens BancShares, Inc.	CIT Group Inc.
Pacific Premier Bancorp, Inc.	Opus Bank
South State Corporation	CenterState Bank Corporation

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:

• Price per common share to tangible book value per share of the acquired company (in the case of the one selected transaction involving a private acquired company, this transaction statistic was calculated as total transaction consideration divided by total tangible common equity);

• Pay to Trade ratio (calculated as the price to tangible book value multiple paid in the respective transaction divided by the acquiror’s stand-alone closing stock price to tangible book value multiple) in the 10 selected transactions in which all or a portion of the transaction consideration was in the form of acquiror stock;

• Tangible equity premium to core deposits (total deposits less time deposits greater than $100,000) of the acquired company, referred to as core deposit premium, in the nine selected transactions in which core deposit premium data was publicly available;

• Price per common share to latest 12 months EPS of the acquired company in the 10 selected transactions in which latest 12 months EPS or earnings data was publicly available; and

• Price per common share to estimated EPS of the acquired company for the first full year after the announcement of the respective transaction, referred to as Forward EPS, in the nine selected transactions in which consensus “street estimates” for the acquired company were available at announcement.

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):

		Selected Transactions
	Citizens / Investors	25th Percentile			Median			Average			75th Percentile
Price / Tangible Book Value per Share	1.35x(1)		1.36	x		1.50	x		1.46	x		1.66	x
Pay to Trade Ratio	1.02x		0.80	x		0.89	x		0.83	x		0.93	x
Core Deposit Premium	5.1%		5.1	%		6.3	%		5.3	%		7.1	%
Price / LTM EPS	11.8x		12.7	x		15.5	x		15.2	x		17.9	x
Price / Forward EPS	10.8x/10.7x(2)		12.4	x		13.7	x		12.9	x		14.8	x
One-Day Market Premium	12.3%		5.4	%		9.4	%		9.1	%		11.3	%

(1) Adjusted pro forma for pending Berkshire branch acquisition.

(2) First EPS multiple based on EPS estimate of Investors taken from publicly available consensus “street estimates” of Investors. Second EPS multiple based on EPS estimate of Investors taken from financial and operating forecasts and projections of Investors provided by Investors management.

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:

	Citizens			Investors
	% of Total			% of Total
Ownership at 0.2970x merger exchange ratio:		85.6	%		14.4	%
Illustrative Ownership assuming 100% Stock Consideration		84.2	%		15.8	%
Market Information:
Pre-Transaction Market Capitalization		85.4	%		14.6	%
Balance Sheet:
Assets		87.6	%		12.4	%
Gross Loans Held for Investment		85.2	%		14.8	%
Deposits		88.8	%		11.2	%
Tangible Common Equity		83.8	%		16.2	%
Income Statement:
2021 Estimated Earnings		87.7	%		12.3	%
2022 Estimated Earnings		85.1	%		14.9	%
2023 Estimated Earnings		84.5	%		15.5	%

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:

• an execution copy of the merger agreement;

• certain publicly available financial statements and other historical financial information of Investors that Piper Sandler deemed relevant;

• certain publicly available financial statements and other historical financial information of Citizens that Piper Sandler deemed relevant;

• 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;

• 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;

• the pro forma financial impact of the merger on Citizens based on 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;

• the publicly reported historical price and trading activity for Investors common stock and Citizens common stock, including a comparison of certain stock market information for Investors common stock and Citizens common stock and certain stock indices as well as publicly available information for certain other similar companies, the securities of which are publicly traded;

• a comparison of certain financial information for Investors and Citizens with similar financial institutions for which information is publicly available;

• the financial terms of certain recent business combinations in the bank and thrift industry (on a nationwide basis), to the extent publicly available;

• the current market environment generally and the banking environment in particular; and

• such other information, financial studies, analyses and investigations and financial, economic and market criteria as Piper Sandler considered relevant.

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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:

Transaction Price Per Share / Tangible Book Value Per Share	133	%
Transaction Price Per Share / LTM Earnings Per Share	11.9	x
Transaction Price Per Share / 2021E Mean Consensus EPS1	11.7	x
Transaction Price Per Share / 2022E Mean Consensus EPS1	10.9	x
Core Deposit Premium2	5.0	%
Core Deposit Premium3	4.8	%
Market Premium as of July 27, 2021	12.3	%

(1) Based on publicly available mean analyst EPS estimates

(2) Core deposits defined as total deposits less time deposits with balances greater than $100,000

(3) Core deposits defined as total deposit less time deposits with balances greater than $250,000

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.

Investors’ One-Year Stock Performance

	Beginning Value 7/27/2020			Ending Value 7/27/2021
Investors		100	%		157.0	%
Investors Peer Group		100	%		158.7	%
S&P 500 Index		100	%		135.9	%
NASDAQ Bank Index		100	%		163.6	%

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Investors’ Three-Year Stock Performance

	Beginning Value 7/27/2018			Ending Value 7/27/2021
Investors		100	%		101.9	%
Investors Peer Group		100	%		94.7	%
S&P 500 Index		100	%		156.1	%
NASDAQ Bank Index		100	%		102.9	%

Citizens’ One-Year Stock Performance

	Beginning Value 7/27/2020			Ending Value 7/27/2021
Citizens Financial Group		100	%		178.3	%
Citizens Financial Group Peer Group		100	%		165.4	%
S&P 500 Index		100	%		135.9	%
NASDAQ Bank Index		100	%		163.6	%

Citizens’ Three-Year Stock Performance

	Beginning Value 7/27/2018			Ending Value 7/27/2021
Citizens Financial Group		100	%		110.5	%
Citizens Financial Group Peer Group		100	%		115.2	%
S&P 500 Index		100	%		156.1	%
NASDAQ Bank Index		100	%		102.9	%

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:

Ameris Bancorp	Pacific Premier Bancorp
Associated Banc-Corp	PacWest Bancorp
BancorpSouth Bank	Simmons First National Corp.
Bank OZK	UMB Financial Corp
Commerce Bancshares Inc.	Umpqua Holdings Corp.
Fulton Financial Corp.	United Bankshares Inc.

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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Investors Comparable Company Analysis

			Investors Peer Group
	Investors		Median		Mean		Low		High
Total assets ($M)		26,802		27,402		28,430		20,529		34,868
Loans / Deposits (%)		109.8		79.1		74.5		56.9		88.2
Loan Loss Reserve / Gross Loans (%)		1.26		1.28		1.38		1.09		1.99
Tier 1 Leverage Ratio (%)		10.61		9.19		9.39		7.67		13.98
Common Equity Tier 1 Ratio (%)		13.17		12.07		12.13		9.90		14.20
Tier 1 RBC Ratio (%)		13.17		12.07		12.38		10.41		14.21
Total RBC Ratio (%)		14.48		15.13		15.25		14.02		17.49
MRQ Return on Average Assets (%)		1.22		1.47		1.53		1.00		2.23
MRQ Return on Average Equity (%)		11.42		12.51		13.01		8.66		19.53
MRQ Net Interest Margin (%)		3.11		3.04		3.04		2.37		3.94
MRQ Efficiency Ratio (%)		52.19		56.87		55.95		37.84		67.03
Price/Tangible Book Value (%)		121		156		165		111		267
Price/Annualized MRQ Earnings Per Share (x)		10.5		9.3		9.8		6.6		13.1
Price/2021E Earnings Per Share (x)		10.4		11.1		11.7		8.4		17.3
Price/2022E Earnings Per Share (x)		9.6		12.4		12.8		9.4		20.9
Current Dividend Yield (%)		4.3		2.9		2.9		1.3		4.5
Market Value ($M)		3,084		3,852		4,111		2,495		8,470

Note: Financial data for UMB Financial Corp. as of or for the period ending March 31, 2021. Regulatory capital information for Commerce Bancshares Inc., Bank OZK, and Ameris Bancorp for the period ending March 31, 2021

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:

Fifth Third Bancorp	Regions Financial Corporation
First Republic Bank	SVB Financial Group
Huntington Bancshares Inc.	The PNC Financial Services Group
KeyCorp	Truist Financial Corporation
M&T Bank Corporation	U.S. Bancorp

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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Citizens Comparable Company Analysis

	Citizens Financial Group		Citizens Financial Group Peer Group
			Median		Mean		Low		High
Total Assets ($M)		185,104		172,257		277,861		125,768		558,886
Loans / Deposits (%)		81.4		68.4		68.5		34.8		91.4
Loan Loss Reserve / Gross Loans (%)		1.54		1.78		1.55		0.52		2.08
Tier 1 Leverage Ratio (%)		9.66		8.58		8.63		7.77		9.85
Common Equity Tier 1 Ratio (%)		10.28		10.26		10.32		9.51		11.93
Tier 1 RBC Ratio (%)		11.63		11.72		12.06		10.90		14.95
Total RBC Ratio (%)		13.54		13.86		13.95		12.60		15.53
MRQ Return on Average Assets (%)		1.41		1.41		1.42		0.87		2.04
MRQ Return on Average Equity (%)		11.34		13.60		14.05		8.20		22.60
MRQ Net Interest Margin (%)		2.71		2.66		2.66		2.05		3.43
MRQ Efficiency Ratio (%)		60.95		58.63		58.67		53.04		62.99
Price/Tangible Book Value (%)		134		181		206		141		321
Price/Annualized MRQ Earnings Per Share (x)		7.7		10.4		12.2		6.3		25.0
Price/2021E Earnings Per Share (x)		8.6		10.7		12.6		8.0		26.1
Price/2022E Earnings Per Share (x)		9.9		11.2		13.2		9.6		24.4
Current Dividend Yield (%)		3.5		3.1		2.7		0.0		4.3
Market Value ($M)		18,884		28,322		40,090		17,239		83,270

Note: Financial data for Huntington Bancshares Inc. as of or for the period ending March 31, 2021. Regulatory capital information for M&T Bank Corporation for the period ending March 31, 2021.

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:

Acquiror	Target
M&T Bank Corp.	People’s United Financial Inc.
Huntington Bancshares Inc.	TCF Financial Corp.
First Citizen BancShares	CIT Group Inc.
Fifth Third Bancorp	MB Financial Inc.
Sterling Bancorp	Astoria Financial Corp

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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.

			Nationwide Precedent Transactions
	Citizens/ Investors		Median		Mean		Low			High
Transaction Price / LTM Earnings Per Share (x)		11.9		19.4		19.4		15.1			23.6
Transaction Price / Forward estimated Earnings Per Share (x)		10.9		16.4		16.5		13.8			19.2
Transaction Price / Tangible Book Value Per Share (%)		133		159		158		44			271
Tangible Book Value Premium to Core Deposits (%)(1)		5.0		5.9		3.6		(7.4	)		9.9
1-Day Market Premium (%)		12.3		11.9		14.2		8.9			24.2

(1) Core deposits defined as total deposits less time deposits with balances greater than $100,000

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.

Earnings Per Share Multiples

Discount Rate	9.0x	10.0x	11.0x	12.0x	13.0x
9.0%	$12.71	$13.85	$14.99	$16.13	$17.27
9.5%	$12.47	$13.59	$14.70	$15.82	$16.94
10.0%	$12.23	$13.33	$14.42	$15.52	$16.61
10.5%	$12.01	$13.08	$14.15	$15.23	$16.30
11.0%	$11.79	$12.84	$13.89	$14.94	$15.99
11.5%	$11.57	$12.60	$13.63	$14.66	$15.69
12.0%	$11.36	$12.37	$13.38	$14.39	$15.40

Tangible Book Value Per Share Multiples

Discount Rate	110%	125%	140%	155%	170%	185%
9.0%	$13.12	$14.59	$16.05	$17.52	$18.99	$20.46
9.5%	$12.87	$14.31	$15.75	$17.18	$18.62	$20.06
10.0%	$12.63	$14.04	$15.45	$16.86	$18.26	$19.67
10.5%	$12.39	$13.77	$15.15	$16.53	$17.91	$19.29
11.0%	$12.16	$13.51	$14.87	$16.22	$17.57	$18.93
11.5%	$11.94	$13.26	$14.59	$15.91	$17.24	$18.57
12.0%	$11.72	$13.02	$14.32	$15.61	$16.91	$18.21

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Piper Sandler also considered and discussed with the Investors board how this analysis would be affected by changes in the underlying assumptions, including variations with respect to earnings. To illustrate this impact, Piper Sandler performed a similar analysis, assuming Investors’ earnings varied from 15% above projections to 15% below projections. This analysis resulted in the following range of per share values for Investors’ common stock, applying the price to 2025 earnings multiples range of 9.0x to 13.0x referred to above and a discount rate of 10.48%.

Earnings Per Share Multiples

Annual Estimate Variance	9.0x	10.0x	11.0x	12.0x	13.0x
(15.0)%	$10.57	$11.48	$12.39	$13.31	$14.22
(10.0)%	$11.05	$12.02	$12.98	$13.95	$14.92
(5.0)%	$11.53	$12.55	$13.57	$14.59	$15.61
0.0%	$12.02	$13.09	$14.16	$15.24	$16.31
5.0%	$12.50	$13.63	$14.75	$15.88	$17.01
15.0%	$12.98	$14.16	$15.35	$16.53	$17.71
15.0%	$13.47	$14.70	$15.94	$17.17	$18.40

Piper Sandler also performed an analysis that estimated the net present value per share of Citizens common stock, assuming Citizens performed in accordance with 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 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. To approximate the terminal value of a share of Citizens common stock at December 31, 2025, Piper Sandler applied price to 2025 earnings multiples ranging from 7.0x to 18.25x and multiples of December 31, 2025 tangible book value ranging from 150% to 225%. 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 Citizens common stock. As illustrated in the following tables, the analysis indicated an imputed range of values per share of Citizens common stock of $30.77 to $79.48 when applying multiples of earnings and $47.25 to $76.31 when applying multiples of tangible book value.

Earnings Per Share Multiples

Discount Rate	7.00x	9.25x	11.50x	13.75x	16.00x	18.25x
9.0%	$34.41	$43.42	$52.44	$61.45	$70.47	$79.48
9.5%	$33.77	$42.60	$51.43	$60.26	$69.09	$77.92
10%	$33.14	$41.79	$50.44	$59.09	$67.74	$76.39
10.5%	$32.52	$41.00	$49.48	$57.95	$66.43	$74.90
11.0%	$31.92	$40.23	$48.54	$56.84	$65.15	$73.45
11.5%	$31.34	$39.48	$47.62	$55.76	$63.90	$72.04
12.0%	$30.77	$38.75	$46.72	$54.70	$62.68	$70.66

Tangible Book Value Per Share Multiples

Discount Rate	150%	165%	180%	195%	210%	225%
9.0%	$53.02	$57.68	$62.34	$66.99	$71.65	$76.31
9.5%	$52.00	$56.56	$61.12	$65.69	$70.25	$74.81
10.0%	$51.00	$55.47	$59.94	$64.41	$68.88	$73.35
10.5%	$50.03	$54.41	$58.79	$63.17	$67.55	$71.92
11.0%	$49.08	$53.37	$57.66	$61.95	$66.24	$70.53
11.5%	$48.15	$52.36	$56.56	$60.77	$64.97	$69.18
12.0%	$47.25	$51.37	$55.49	$59.61	$63.73	$67.85

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Piper Sandler also considered and discussed with the Investors board how this analysis would be affected by changes in the underlying assumptions, including variations with respect to earnings. To illustrate this impact, Piper Sandler performed a similar analysis assuming Citizens’ earnings varied from 15% above estimates to 15% below estimates. This analysis resulted in the following range of per share values for Citizens common stock, applying the price to 2025 earnings multiples range of 7.00x to 18.25x referred to above and a discount rate of 10.48%.

Earnings Per Share Multiples

Annual Estimate Variance	7.00x	9.25x	11.50x	13.75x	16.00x	18.25x
(15%)	$28.59	$35.80	$43.01	$50.22	$57.43	$64.64
(10%)	$29.91	$37.54	$45.18	$52.81	$60.45	$68.08
(5%)	$31.23	$39.29	$47.35	$55.41	$63.47	$71.53
0%	$32.55	$41.03	$49.52	$58.00	$66.48	$74.97
5%	$33.87	$42.78	$51.68	$60.59	$69.50	$78.41
10%	$35.19	$44.52	$53.85	$63.18	$72.52	$81.85
15%	$36.51	$46.26	$56.02	$65.78	$75.53	$85.29

Piper Sandler noted that the net present value analysis is a widely used valuation methodology, but the results of such methodology are highly dependent upon the numerous assumptions that must be made, and the results thereof are not necessarily indicative of actual values or future results.

Pro Forma Transaction Analysis.

Piper Sandler analyzed certain potential pro forma effects of the Merger on Citizens assuming the transaction closes on March 31, 2022. Piper Sandler utilized the following information and assumptions: (a) 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, (b) 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 estimated long-term annual net income available for common stockholders growth rate for the years ending December 31, 2023 through December 31, 2024, as provided by the senior management of Citizens, and (c) certain assumptions relating to transaction expenses, cost savings and purchase accounting adjustments, as well as the successful closing of the pending HSBC branch acquisition by Citizens. The analysis indicated that the transaction could be accretive to Citizen Financial Group’s estimated earnings per share (excluding one-time transaction costs and expenses) in the years ending December 31, 2022 through December 31, 2025 and dilutive to Citizens’ estimated tangible book value per share at close and at December 31, 2022, December 31, 2023 and December 31, 2024.

In connection with this analysis, Piper Sandler considered and discussed with the Investors board how the analysis would be affected by changes in the underlying assumptions, including the impact of final purchase accounting adjustments determined at the closing of the transaction, and noted that the actual results achieved by the combined company may vary from projected results and the variations may be material.

Piper Sandler’s Relationship.

Piper Sandler is acting as one of Investors’ financial advisors in connection with the transaction and will receive a fee for such services in an amount equal to $4 million, which fee is contingent upon the closing of the merger. Piper Sandler also received a $3 million fee from Investors upon rendering its opinion. Investors has also agreed to indemnify Piper Sandler against certain claims and liabilities arising out of Piper Sandler’s engagement and to reimburse Piper Sandler for certain of its out-of-pocket expenses incurred in connection with Piper Sandler’s engagement.

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Piper Sandler did not provide any investment banking services to Investors in the two years preceding the date of its opinion. Piper Sandler did not provide any investment banking services to Citizens in the two years preceding the date of its opinion. In the ordinary course of Piper Sandler’s business as a broker-dealer, Piper Sandler may purchase securities from and sell securities to Investors, Citizens and their respective affiliates. Piper Sandler may also actively trade the equity and debt securities of Investors, Citizens and their respective affiliates for Piper Sandler’s account and for the accounts of Piper Sandler’s customers.

Certain Unaudited Financial Information

Investors and Citizens do not, as a matter of course, publicly disclose forecasts or internal projections as to their respective future performance, revenues, earnings, financial condition or other results given, among other reasons, the inherent uncertainty of the underlying assumptions and estimates, other than, from time to time, estimated ranges of certain financial measures for the current year in its earnings conference calls and investor conference presentations. However, Investors and Citizens are including in this proxy statement/prospectus certain unaudited prospective financial information for Investors and Citizens that was made available to Investors’ financial advisors as described below (which we collectively refer to as the “prospective financial information”), as well as certain Wall Street equity research consensus estimates for Citizens that were used by Investors’ financial advisors. A summary of certain significant elements of this information is set forth below and is included in this proxy statement/prospectus solely for the purpose of providing Investors stockholders access to certain nonpublic information made available to Investors’ financial advisors and Citizens.

Investors and Citizens do not endorse the prospective financial information as necessarily predictive of actual future results. Furthermore, although presented with numerical specificity, the prospective financial information reflects numerous estimates and assumptions made by senior management of each of Investors and Citizens at the time such prospective financial information was prepared or approved for the use of Investors’ financial advisors. The prospective financial information represents each of Investors’ and Citizens’ senior management’s evaluation of Investors’ and Citizens’ respective expected future financial performance on a stand-alone basis, without reference to the merger (except as expressly set forth below under “—Certain Estimated Synergies Attributable to the Merger”). In addition, since the prospective financial information covers multiple years, such information by its nature becomes subject to greater uncertainty with each successive year. These and the other estimates and assumptions underlying the prospective financial information involve judgments with respect to, among other things, economic, competitive, regulatory and financial market conditions and future business decisions that may not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among other things, the inherent uncertainty of the business and economic conditions affecting the industries in which Investors and Citizens operate and the risks and uncertainties described under “Risk Factors” beginning on page 25 of this proxy statement/prospectus and “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 23 of this proxy statement/prospectus and in the reports that Investors and Citizens file with the SEC from time to time, all of which are difficult to predict and many of which are outside the control of Investors and Citizens and will be beyond the control of Citizens following the completion of the merger.

There can be no assurance that the underlying assumptions or projected results will be realized, and actual results could differ materially from those reflected in the prospective financial information, whether or not the merger is completed. Further, these assumptions do not include all potential actions that the senior management of each of Investors and Citizens could or might have taken during these time periods. The inclusion in this proxy statement/prospectus of the prospective financial information below should not be regarded as an indication that Investors or Citizens or their respective boards of directors or advisors considered, or now consider, this prospective financial information to be material information to any Investors stockholders, particularly in light of the inherent risks and uncertainties associated with such prospective financial information, or that it should be construed as financial guidance, and it should not be relied on as such. This information was prepared solely for internal use and is subjective in many respects and thus is susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. The prospective financial information is not

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fact and should not be relied upon as necessarily indicative of actual future results. The prospective financial information also reflects numerous variables, expectations and assumptions available at the time it was prepared as to certain business decisions that are subject to change and does not take into account any circumstances or events occurring after the date it was prepared, including the transactions contemplated by the merger agreement or the possible financial and other effects on Investors or Citizens of the merger, and does not attempt to predict or suggest actual future results of Citizens following the completion of the merger or give effect to the merger (except as expressly set forth below under “—Certain Estimated Synergies Attributable to the Merger”). Further, the prospective financial information does not take into account the effect of any possible failure of the merger to occur. No assurances can be given that if the prospective financial information and the underlying assumptions had been prepared as of the date of this proxy statement/prospectus, similar assumptions would be used. In addition, the prospective financial information may not reflect the manner in which Citizens would operate after the merger.

The accompanying prospective financial information was not prepared for the purpose of, or with a view toward, public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information, published guidelines of the SEC regarding forward-looking statements or generally accepted accounting principles.

Subject to the above, the prospective financial information included in this section has been provided by Investors’ and Citizens’ respective management as described in this section. Neither KPMG LLP (Investors’ independent registered public accounting firm) nor Deloitte & Touche LLP (Citizens’ independent registered public accounting firm), nor any other independent registered public accounting firm, has audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the accompanying prospective financial information and, accordingly, neither KPMG LLP nor Deloitte & Touche LLP expresses an opinion or any other form of assurance with respect thereto or its achievability and assumes no responsibility for the prospective financial information and disclaims any association with the prospective financial information. The report by each of KPMG LLP and Deloitte & Touche LLP incorporated by reference in this proxy statement/prospectus relates to Investors’ and Citizens’ previously issued financial statements. They do not extend to the prospective financial information and should not be read to do so.

Certain Stand-Alone Investors Prospective Financial Information Used by KBW

The following table presents select unaudited prospective financial data of Investors for the years ending December 31, 2021 through 2023 prepared by Investors’ management and provided to KBW that were used by KBW at the direction of Investors management in the financial analyses performed in connection with KBW’s opinion as described in “—Opinions of Investors’ Financial Advisors—Opinion of Keefe, Bruyette & Woods, Inc.” beginning on page 47.

(Dollars in millions, except per share data)	2021E		2022E		2023E
Net Income to Investors Common Stockholders	$	299	$	314	$	344
Total Assets		N/A	$	30,000	$	32,000

For purposes of extrapolating Investors financial results, Investors senior management provided KBW with, among other things, an estimated long-term annual growth rate of 6.0% for Investors’ net income, 6.0% for Investors assets, an estimated pre-tax cost of cash of 1.00% and an estimated marginal tax rate of 28.0%, which were used by KBW at the direction of Investors management.

Certain Stand-Alone Citizens Prospective Financial Information Used by KBW

The following table presents the consensus Wall Street research estimates for Citizens’ 2022 net income available to Citizens common stockholders and earnings per share, which we refer to collectively as the Citizens street estimates, that were used by KBW at the direction of Investors management in the financial analyses

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performed in connection with KBW’s opinion as described in “The Merger—Opinions of Investors’ Financial Advisors—Opinion of Keefe, Bruyette & Woods, Inc.” beginning on page 47.

(Dollars in millions, except per share data)	2022E
Net Income to Citizens Common Stockholders	$	1,790
Earnings Per Share	$	4.48

For purposes of extrapolating Citizens financial results, Citizens senior management provided KBW with, among other things, an estimated long-term annual growth rate of 5.0% for Citizens’ net income, 3.0% for Citizens assets, an estimated pre-tax cost of cash of 1.00% and an estimated marginal tax rate of 25.9%, which were used by KBW at the direction of Investors management.

Certain Stand-Alone Investors Prospective Financial Information Used by Piper Sandler

The following table presents select unaudited prospective financial data of Investors prepared by Investors’ management and provided to by Piper Sandler, that were used by Piper Sandler at the direction of Investors management in the financial analyses performed in connection with Piper Sandler’s opinion as described in “The Merger—Opinions of Investors’ Financial Advisors—Opinion of Piper Sandler & Co.” beginning on page 60. The table also presents extrapolations for 2024 through 2025 based on assumptions provided by Investors senior management. For purposes of extrapolating Investors financial results, Investors senior management provided Piper Sandler with, among other things, estimated long-term annual growth rates of 6.0% for Investors’ net income and 6.0% for Investors’ assets.

(Dollars in millions, except per share data)	2021E		2022E		2023E		2024E		2025E
Net Income to Common Stockholders	$	299	$	314	$	344	$	365	$	387
Diluted Earnings Per Share	$	1.27	$	1.37	$	1.50	$	1.59	$	1.68
Total Assets	$	28,331	$	29,786	$	31,904	$	33,713	$	35,630

Certain Stand-Alone Citizens Prospective Financial Information Used by Piper Sandler

The following table presents the consensus Wall Street research estimates for Citizens’ 2022 net income available to Citizens common stockholders and earnings per share, which we refer to collectively as the Citizens street estimates, that were used by Piper Sandler at the direction of Investors management in the financial analyses performed in connection with Piper Sandler’s opinion as described in “The Merger—Opinions of Investors’ Financial Advisors—Opinion of Piper Sandler & Co.” beginning on page 60. The table also presents extrapolations for 2023 through 2025 based on assumptions provided by Citizens senior management, which were used by Piper Sandler at the direction of Investors management. For purposes of extrapolating Citizens financial results, Citizens senior management provided Piper Sandler with, among other things, estimated long-term annual growth rate of 5.0% for Citizens’ net income.

(Dollars in millions, except per share data)	2022E		2023E		2024E		2025E
Net Income to Common Stockholders	$	1,790	$	1,880	$	1,974	$	2,072
Earnings Per Share	$	4.48	$	4.88	$	5.33	$	5.90

Certain Estimated Synergies Attributable to the Merger

Citizens management developed certain prospective financial information relating to the anticipated cost synergies to be realized by Citizens following the completion of the merger beginning in 2022, which was provided to KBW and Piper Sandler and approved by Investors for KBW’s and Piper Sandler’s use and reliance, in each case in connection with such financial advisors’ respective financial analyses and opinions as described in this proxy statement/prospectus under “—Opinions of Investors’ Financial Advisors.”

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The cost synergies consisted of fully phased-in estimated annual cost savings of approximately 30% of Investors’ 2021 operating expense, phased in approximately 56.0% in 2022 and 83.0% in 2023. The cost synergies assumed a hypothetical March 31, 2022 closing date for the merger.

See above in this section for further information regarding the uncertainties underlying the synergy estimates as well as the sections entitled “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” beginning on pages 23 and 25, respectively, for further information regarding the uncertainties and factors associated with realizing synergies in connection with the merger.

General

The stand-alone prospective financial information for Citizens and Investors was prepared separately using, in some cases, different assumptions, and is not intended to be added together. Adding the financial forecasts together for the two companies is not intended to represent the results Citizens will achieve if the merger is completed and is not intended to represent forecasted financial information for Citizens if the merger is completed.

By including in this proxy statement/prospectus a summary of the prospective financial information, none of Investors, Citizens or any of their advisors or other representatives have made or makes any representation to any person regarding the ultimate performance of Investors or Citizens compared to the information contained in the prospective financial information or that the results reflected in the prospective financial information will be achieved. Neither Investors nor Citizens undertakes any obligation to update or otherwise revise the prospective financial information to reflect circumstances existing since their preparation or to reflect the occurrence of subsequent or unanticipated events, even in the event that any or all of the underlying assumptions are shown to be inappropriate, or to reflect changes in general economic or industry conditions. None of Investors, Citizens or their advisors or other representatives has made, makes or is authorized in the future to make any representation to any stockholder of Investors or Citizens or other person regarding Investors’ or Citizens’ ultimate performance compared to the information contained in the prospective financial information or that the results reflected in the prospective financial information will be achieved. The prospective financial information included above is provided because it was made available to and considered by Investors and its boards of directors and financial advisors in connection with the merger.

In light of the foregoing, and considering that the Investors special meeting will be held several months after the prospective financial information was prepared, as well as the uncertainties inherent in any forecasted information, Investors stockholders are cautioned not to place unwarranted reliance on such information, and are urged to review Investors’ and Citizens’ most recent SEC filings for a description of their respective reported financial results and the financial statements of Investors and Citizens incorporated by reference in this proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 144. The prospective financial information summarized in this section is not included in this proxy statement/prospectus in order to induce any holder of Investors common stock to vote in favor of the Investors merger proposal or any of the other proposals to be voted on at the Investors special meeting.

Interests of Investors’ Directors and Executive Officers in the Merger

In considering the recommendation of Investors’ board of directors with respect to the merger, Investors’ stockholders should be aware that the executive officers and directors of Investors and Investors Bank have certain interests in the merger that may be different from, or in addition to, the interests of Investors stockholders generally. Investors’ board of directors was aware of these interests and considered them, among other matters, in making its recommendation that Investors vote to adopt the merger proposal.

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Treatment of Stock Options

Certain executive officers hold outstanding options to purchase shares of Investors common stock granted under the Investors Equity Plans. The Investors Equity Plans, including the number of shares of Investors common stock reserved thereunder, have been previously approved by stockholders of Investors.

The merger agreement provides that, at the effective time, each option to purchase Investors common stock under the Investors Equity Plans outstanding immediately prior to the effective time will be converted into an option to purchase shares of Citizens common stock in an amount equal to the product (rounded down to the nearest whole number) of (i) the number of shares of Investors common stock subject to such Investors stock option immediately prior to the effective time and (ii) the sum of (A) 0.297 shares of common stock of Citizens and (B) the quotient obtained by dividing (x) $1.46 by (y) the volume weighted price of shares of Citizens common stock quoted on the NYSE on each of the last twenty (20) trading days ending on the day which is the fifth (5th) trading date immediately preceding the date that the effective time occurs (the “Investors Equity Award Exchange Ratio”), at an exercise price per share (rounded up to the nearest whole cent) equal to (i) the exercise price per share of Investors common stock of such Investors stock option immediately prior to the effective time divided by (ii) the Investors Equity Award Exchange Ratio; provided, however, that the exercise and number of shares of Citizens common stock purchasable pursuant to the Investors stock options shall be determined, as applicable, in a manner consistent with the relevant requirements of the Code as set forth in the merger agreement. Except as otherwise provided, the Investors stock options that have been converted into Citizens stock options will be subject to the same terms and conditions (including vesting and exercisability terms) as were applicable to such Investors stock options immediately prior to the effective time.

The following table reflects the number of Investors stock options held by each executive officer and director as of July 28, 2021, the date that the merger agreement was executed, without regard to any subsequent exercise of Investors stock options pursuant to the terms of the awards, prior to the effective time. The estimated value of the Investors stock options is based on (i) a share price equal to the average closing market price of Investors common stock over the first five (5) business days following the first public announcement of the merger beginning on July 29, 2021 for a per share merger consideration of $13.88, net the applicable exercise price for the stock options, multiplied by (ii) the total number of shares subject to each stock option award. As of the date of the merger agreement, July 28, 2021, 529,635 stock options held by the named executive officers were unvested and none of the non-employee directors held any stock options.

Name	Investors Stock Options (#)		Weighted-Average Exercise Price ($)		Aggregate Stock Option Value ($)
Kevin Cummings		525,120		12.54		703,661
Domenick Cama		420,096		12.54		562,929
Richard Spengler		713,333		12.54		955,866
Paul Kalamaras		713,333		12.54		955,866
Sean Burke		626,666		12.54		839,732

Treatment of Restricted Stock

Certain executive officers hold shares of Investors restricted stock granted under the Investors Equity Plans. Under the merger agreement, at the effective time, each outstanding share of Investors common stock subject to a restricted stock award under the Investors Equity Plans will be converted into a number of restricted shares of Citizens common stock equal to the Investors Equity Award Exchange Ratio. Except as specifically provided in the merger agreement, following the effective time, each such converted restricted stock award will continue to be governed by the same terms and conditions (including vesting terms) as were applicable to the applicable Investors restricted stock award immediately prior to the effective time.

The following table sets forth the number of shares of Investors restricted stock held by each named executive officer of Investors and Investors Bank as of July 28, 2021, the date the merger agreement was executed, and is

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expected to remain unvested as of the assumed merger closing date of January 1, 2022. The estimated value of the Investors restricted stock is based on (i) a share price equal to the average closing market price of Investors common stock over the first five (5) business days following the first public announcement of the transaction beginning on July 29, 2021 for a per share merger consideration of $13.88, multiplied by (ii) the total number of shares subject to each Investors restricted stock award. As of the date of the merger agreement, none of the non-employee directors held shares of Investors restricted stock.

Name	Unvested Investors Restricted Stock Awards (#)		Aggregate Restricted Stock Award Value ($)
Kevin Cummings		126,588	$	1,757,041
Domenick Cama		101,270		1,405,628
Richard Spengler		69,143		959,705
Paul Kalamaras		69,143		959,705
Sean Burke		58,000		805,040

Employment Agreements with Certain Executive Officers

Investors Bank previously entered into employment agreements with Kevin Cummings, Chairman and Chief Executive Officer, Domenick Cama, President and Chief Operating Officer, Richard Spengler, Senior Executive Vice President and Chief Lending Officer, Paul Kalamaras, Senior Executive Vice President and Chief Risk Officer, and Sean Burke, Executive Vice President and Chief Financial Officer (each, a “named executive officer”). Pursuant to the merger agreement, Citizens has agreed to honor in accordance with their terms all benefits payable under these employment agreements, which provide certain benefits in the event the named executive officer’s employment is terminated under specified circumstances, including following a change in control, such as the merger. Each employment agreement has an initial three (3)-year term that automatically renews for an additional one (1)-year on each anniversary of the effective date of the agreement, unless notice of non-renewal has been delivered.

If, at any time following a “change in control” occurring during the term of the employment agreement (i) a named executive officer’s employment is terminated without “cause,” (as defined in the employment agreements) or (ii) the named executive officer terminates employment for any reason (or, in the case of Mr. Burke, for the reasons set forth in Section 6(a)(ii) of his employment agreement) (referred to herein as a “qualifying termination”), each executive officer is entitled to the following payments and benefits:

• Severance Payment. A cash severance payment equal to three (3) times the sum of the named executive officer’s (1) base salary; and (2) highest annual cash bonus paid to the named executive officer with respect any of the three (3) years prior to the date of termination.

• Continued Insurance Coverage. The named executive officer is entitled to continued medical, dental and life insurance coverage, at Investors’ sole expense and at the same level maintained for the named executive officer immediately prior to the executive’s termination, for three (3) years, or payout of the value of such benefits in cash.

• SERP Enhancement. Additionally, the named executive officer is entitled to the excess, if any, of the present value of the benefits he would be entitled to under any defined benefit pension plan maintained by Investors or Investors Bank if he had continued working for Investors and Investors Bank for thirty-six (36) months following termination over the present value of the benefits to which he is actually entitled as of the date of termination, payable within sixty (60) days following the named executive officer’s date of termination.

The cash severance payment is generally payable in a lump sum payment as of the named executive officer’s date of termination, except to the extent that the payment is delayed to comply with Section 409A of the Code, and then any portion delayed will be paid in a lump sum on the first day of the seventh (7th) month following the named executive officer’s separation from service.

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The employment agreements for Messrs. Cummings and Cama provide that, in the event that any termination payments are determined to be “excess parachute payments” under Section 280G of the Code, such named executive officer will be entitled to an additional payment to indemnify the executive officer for any excise taxes, penalties, or additional taxes so that the executive officer would receive the amount he would have received without the imposition of any excise taxes, penalties or additional taxes.

The employment agreements for Messrs. Spengler, Kalamaras and Burke provide that the payments thereunder would be reduced by the minimum amount necessary to avoid penalties with respect to Sections 280G and 4999 of the Code, but only if such reduction would result in a greater net after-tax benefit to the named executive officer.

It is anticipated that Messrs. Cama and Spengler will continue as employees of Citizens following the effective time; however, Citizens has agreed that the severance payments provided for under Messrs. Cama’s and Spengler’s current employment agreements will be held in a rabbi trust established and funded by Investors immediately prior to the effective time. Such amounts will be payable to Messrs. Cama and Spengler, respectively, upon their terminations of employment with CBNA.

The non-competition and non-solicitation covenants contained in the employment agreements do not apply in the event of termination of employment after a change in control (such as the merger).

Assuming the merger is consummated, certain named executive officers may experience a qualifying termination of employment on January 1, 2022. For an estimate of the amounts payable to Messrs. Cummings, Cama, Spengler, Kalamaras and Burke under their employment agreements in connection with a qualifying termination of employment following the merger, see “—Merger-Related Compensation for Investors’ Named Executive Officers” below.

Supplemental Executive Retirement and Other Deferred Compensation Arrangements for Executive Officers

Investors maintains the Supplemental ESOP and Retirement Plan, which consists of a pension portion (referred to as “SERP I”) and a defined contribution portion (referred to as the “Supplemental ESOP”), and the Executive Supplemental Retirement Wage Replacement Plan, which was designed to provide a pension retirement benefit and was frozen effective as of the close of business on December 31, 2016 (“SERP II” and together with the Supplemental ESOP, the “SERP Plans”). The benefits payable to the named executive officers under the SERP Plans are fully vested without regard to the merger.

Employee Stock Ownership Plan

The Investors Bank Employee Stock Ownership Plan (the “ESOP”) is a tax-qualified plan that covers substantially all of the employees of Investors Bank who have attained age 21 and completed 1,000 hours of service. The ESOP received a loan from Investors, the proceeds of which were used to acquire shares of Investors common stock for the benefit of ESOP participants. The ESOP has pledged the shares acquired with the loan as collateral for the loan and holds them in a suspense account, releasing them to participants’ accounts as the loan is repaid, using contributions received from Investors Bank. Prior to the effective time, the outstanding ESOP loan will be repaid by the ESOP by delivering a sufficient number of unallocated shares of Investors common stock to Investors. Any unallocated shares remaining in the ESOP suspense account (after the repayment of the outstanding loan) will be allocated to the active plan participants pro rata as earnings. As of the effective time, the ESOP will be terminated and all allocated shares of common stock held by the ESOP will be converted into the merger consideration.

As a result of the foregoing, Investors’ named executive officers, as well as other employees who participate in the ESOP, will receive a benefit in connection with the ESOP’s termination to the extent that the stock price of Investors common stock multiplied by the number of shares held in the suspense account exceeds the outstanding loan used to acquire those shares.

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For an estimate of the additional benefits that Investors’ named executive officers would receive upon the effective time, see “—Merger-Related Compensation for Investors’ Named Executive Officers” below. Based on account levels as of July 28, 2021, and a stock price of $13.88, which is the average closing price of Investors common stock over the first five (5) business days following the first public announcement of the merger beginning on July 29, 2021, the estimated value of the additional benefits that the named executive officers would receive, as a group, is approximately $2.9 million.

New Arrangements with Investors Executive Officers

In connection with the execution of the merger agreement, Investors entered into a non-competition and a non-solicitation agreement with Kevin Cummings. Pursuant to the non-competition and non-solicitation agreement, Mr. Cummings will receive a $9,500,000 cash payment on or immediately prior to the closing date and for a three (3)-year period following the closing of the merger he will be prohibited from competing with Investors and Investors Bank (including Citizens and CBNA as successors) within twenty-five (25) miles of any existing branch of Investors Bank, any subsidiary of Investors or within twenty-five (25) miles of any office for which Investors Bank, Investors or a bank subsidiary of Investors has filed an application for regulatory approval to establish an office as of termination. Mr. Cummings will not be permitted to work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of Investors or Investors Bank, any business, division or subsidiary of Investors (including Citizens and CBNA as their successors). In addition, Mr. Cummings is prohibited from soliciting employees and customers for the three (3)-year period following closing of the merger.

Additionally, Investors has agreed to pay Messrs. Cama, Spengler, Kalamaras and Burke transaction cash bonuses in the amounts of $1,500,000, $500,000, $1,000,000 and $1,000,000, respectively, payable in connection with closing of the merger.

Continued Employment of Messrs. Cama and Spengler By Citizens

CBNA has entered into new employment agreements with Messrs. Cama and Spengler. Each agreement is for a term of two (2) years, commencing on the effective date of the merger and expiring upon the second anniversary of the closing of the merger, and provides an annual base salary of $725,000 for Mr. Cama and $480,000 for Mr. Spengler. For each of the first two (2) performance years following the closing of the merger, each of Messrs. Cama and Spengler will receive a guaranteed bonus in the amounts of $1,075,000 for Mr. Cama and $504,000 for Mr. Spengler, provided that each of Messrs. Cama and Spengler remains continuously employed with CBNA through the last day of the applicable performance year. In addition, the agreements provide for participation in employee benefit programs, paid time off and reimbursements as are made available to similarly situated employees of CBNA. Mr. Cama’s agreement includes a payment of $4,500,000, payable as soon as reasonably practicable following the closing (but no later than CBNA’s first payroll date following the closing), in consideration for non-competition and non-solicitation covenants which will apply for three (3) years following Mr. Cama’s termination of employment. Mr. Spengler’s agreement includes a $500,000 retention bonus which shall be paid as soon as reasonably practicable following the closing (but no later than Citizen Bank’s first payroll date following the closing). Upon termination without cause (as defined in the employment agreements), each of Messrs. Cama and Spengler will be entitled to a lump sum cash amount equal to twenty-six (26) weeks of base salary.

Directors’ and Officers’ Indemnification; Directors’ and Officers’ Insurance

Under the merger agreement, each present and former director and officer of Investors or any of its subsidiaries is entitled to continued indemnification and insurance coverage through the combined company for acts or omissions occurring at or prior to the effective time of the merger. The obligation to indemnify includes the

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obligation to advance expenses incurred in connection with the defense of any actions. For additional information, see “The Merger Agreement—Indemnification and Insurance” beginning on page 106.

Membership on the Board of Directors of Citizens and CBNA

As of the effective time, two (2) directors of Investors, Kevin Cummings and Michele N. Siekerka, will be appointed to the board of directors of Citizens and CBNA. For additional information, see “The Merger—Governance of Citizens After the Merger” beginning on page 83.

In addition, and in a letter to Mr. Cama, Citizens has stated that following Mr. Cama’s two (2)-year employment service with Citizens, he will be eligible for consideration for appointment to the board of directors of Citizens and CBNA. Moreover, in the event that Mr. Cummings chooses to terminate his service on the board of directors of Citizens and CBNA upon his 70^th birthday in January 2025, and in order to assure Investors’ continuity on the Citizens and CBNA boards of directors, Mr. Cama will be given serious consideration for appointment to fill the vacancy created by Mr. Cummings’ departure, subject to a satisfactory evaluation by the Nomination and Corporate Governance Committee of Citizens.

Merger-Related Executive Compensation for Investors’ Named Executive Officers

This section sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation for each of Investors’ named executive officers that is based on or otherwise relates to the merger. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules. The table does not include the value of benefits that the named executive officers are vested in without regard to the occurrence of a change in control. The “golden parachute” compensation payable to these individuals is subject to a non-binding advisory vote of holders of Investors common stock, as described in the section entitled “Information About the Special Meeting” beginning on page 31.

The following table sets forth the amount of payments and benefits that each of Investors’ named executive officers would receive as a result of the merger, based on the following assumptions:

(1) the effective time is January 1, 2022;

(2) each named executive officer experiences a qualifying termination of employment on January 1, 2022;

(3) the named executive officer’s base salary rate and the expected annual bonus remain unchanged from those in effect as of the date of this proxy statement/prospectus; and

(4) a price per share of $13.88, the average closing market price of Investors common stock over the first five (5) business days following the public announcement of the merger.

As a result of the foregoing assumptions, which may or may not actually occur or be accurate on the relevant date, including the assumptions described in the footnotes to the table, the actual amounts, if any, to be received by a named executive officer may materially differ from the amounts set forth below.

Name	Cash(1)		Equity(2)		Perquisites/ Benefits(3)		Other(4)		Total
Kevin Cummings	$	22,837,802	$	1,932,956	$	139,049	$	821,999	$	25,731,806
Domenick Cama		13,504,385		1,546,360		139,049		821,999		16,011,793
Richard Spengler		4,030,300		1,096,256		115,938		734,474		5,976,968
Paul Kalamaras		3,855,918		1,096,256		12,348		382,563		5,347,085
Sean Burke		3,921,251		925,001		169,344		101,525		5,117,121

(1) As described above, the cash payments to each of the Investors named executive officers payable consist of (a) for all named executive officers pursuant to their employment agreements, (A) a lump sum payment

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equal to three (3) times the sum of (i) base salary and (ii) the highest annual bonus for the preceding three (3) years, and (B) a lump sum payment equal to the excess, if any, of the present value of the benefits the named executive officer would be entitled to under any defined benefit pension plan maintained by Investors Bank or Investors if he had continued working for Investors and Investors Bank for thirty-six (36) months following termination over the present value of the benefits to which he is actually entitled as of the date of termination; (b) for Messrs. Cama, Spengler, Kalamaras, and Burke, a transaction bonus paid in the form of a lump sum cash payment payable upon the effective time; (c) for Messrs. Cummings and Cama, a lump sum cash payment in consideration for entering into three (3)-year non-competition and non-solicitation covenants; and (d) for Mr. Spengler, a retention bonus under the employment agreement by and between CBNA and Mr. Spengler payable in a lump sum cash payment as soon as practicable following the effective time. The payments described in clause (a) are “modified single trigger” payments with respect to Messrs. Cummings, Cama, Spengler and Kalamaras because the payments may be triggered due to the named executive officer’s voluntary resignation for any reason following the merger and “double trigger” with respect to Mr. Burke because the payment is contingent Mr. Burke’s involuntary termination from employment or voluntary resignation for the reasons set forth in his employment agreement following the merger. The payments described in clauses (b), (c) and (d) are “single trigger” payments because they are payable solely as a result of, or in connection with, the merger.

Set forth below are the separate values of each of payments described in clauses (a), (b), (c) and (d) above.

Name	(a)		(b)		(c)		(d)
Kevin Cummings	$	13,337,802	$	—	$	9,500,000	$	—
Domenick Cama		7,504,385		1,500,000		4,500,000		—
Richard Spengler		3,030,300		500,000		—		500,000
Paul Kalamaras		2,855,918		1,000,000		—		—
Sean Burke		2,921,251		1,000,000		—		—

(2) All unvested restricted stock and stock options awarded to the named executive officers will become vested upon the named executive officer’s qualifying termination event following the change in control, as determined under the applicable Investors Equity Plan (i.e., a “double-trigger vesting” because the vesting is contingent upon a qualifying termination event at or following the merger). Set forth below are the values of the named executive officer’s unvested equity awards, based on a per share price of $13.88 of each type of equity-based award that would become vested and be settled in connection with the merger.

Name	Restricted Stock		Stock Options
Kevin Cummings	$	1,757,041	$	175,915
Domenick Cama		1,405,628		140,732
Richard Spengler		959,705		136,551
Paul Kalamaras		959,705		136,551
Sean Burke		805,040		119,961

(3) This column represents the estimated present value of the cost of providing continued medical and life insurance coverage for each named executive officer for three (3) years pursuant to each named executive officer’s employment agreement. Present values were calculated using 120% of the applicable federal rate (compounded semi-annually), as published by the Internal Revenue Service for October 2021, and assuming a 10% annual increase in the cost of insurance premiums. The estimated amounts in this column also assume that the benefits will be provided in-kind.

(4) This column represents the estimated dollar value of additional allocations to the named executive officers in connection with the termination of the ESOP and repayment of the outstanding ESOP loan balance at closing. Following the repayment of the ESOP loan with unallocated shares, the remaining shares in the ESOP suspense account will be exchanged for the merger consideration and will be allocated to all eligible employees, including the named executive officers, as earnings of the ESOP based on the eligible employee’s account balance. The estimated dollar value attributable to each named executive officer as set

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forth above is based on a number of assumptions that may or may not be accurate at the closing of the merger, including that eligible participants who are currently employed by Investors Bank remain employed by Investors Bank through the merger closing date and the merger consideration value is $13.88.

Citizens’ Reasons for the Merger

In evaluating the potential acquisition of Investors and in reaching its unanimous decision to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement, the Citizens board consulted with Citizens management, as well as its financial and legal advisors, and considered a number of factors, including the following:

• each of Citizens’ and Investors’ business, operations, financial condition, asset quality, earnings, markets and prospects;

• the strategic rationale for the merger, including Citizens’ entry into the New Jersey market, an enhanced leadership position in the greater Philadelphia Metro area and solidified presence in the NY Metro market;

• the complementary footprints of Citizens and Investors and the resulting expansion of Citizens’ banking markets;

• the expanded possibilities for growth that would be available to Citizens, given its expanded suite of product offerings, larger capital and deposit base, and broader footprint, including an increased presence in the NYC Metro market;

• the compatibility of Citizens’ and Investors’ cultures and credit philosophies, including their shared commitment to local communities and the expectation that following the completion of the merger there will be an increase in Citizens’ lending to low- to middle-income borrowers, small businesses and community development activities, along with an increase in Citizens’ direct philanthropy;

• the complementary nature of the products, customers and markets of the two companies, which Citizens believes should provide the opportunity to mitigate risks and increase potential returns;

• the complementary nature of the deposit and lending profiles of the branches to be acquired in Citizens’ pending transaction with HSBC Bank U.S.A., N.A., on the one hand, and Investors, on the other;

• the anticipated pro forma financial impact of the merger on Citizens, including immediate earnings per share accretion, as well as positive impact on earnings, return on equity, asset quality, liquidity and regulatory capital levels;

• the expectation of cost synergies resulting from the merger;

• the expectation that the merger will offer potentially significant revenue synergies across multiple business lines and the fact that such revenue synergies were identified but not included in the financial analysis;

• its review and discussions with Citizens’ senior management concerning Citizens’ due diligence examination of, among other areas, the businesses, operations and risk of Investors;

• the fact that the exchange ratio is fixed, with no adjustment in the merger consideration to be received by Investors stockholders as a result of possible increases or decreases in the trading price of Investors or Citizens stock following the announcement of the merger, which the Citizens board of directors believed was consistent with market practice for transactions of this type and with the strategic purpose of the transaction;

• its review with Citizens’ outside legal counsel of the material terms of the merger agreement, including the representations, warranties, covenants, deal protection and termination provisions;

• its expectation that the required regulatory approvals could be obtained in a timely fashion; and

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• the fact that Mr. Van Saun would continue to serve as the Chairman and Chief Executive Officer of Citizens and the governance structure for Citizens following the completion of the merger, including the fact that two Investors directors will join Citizens’ board of directors upon the closing.

The Citizens board also considered a number of potential risks and uncertainties in evaluating the potential acquisition of Investors and in reaching its decision to approve the merger agreement, the merger and the other transactions contemplated thereby, including the following:

• the possibility that the anticipated benefits of the transaction will not be realized when expected or at all, including as a result of the impact of, or difficulties arising from, the integration of the two companies or as a result of the strength of the economy, general market conditions and competitive factors in the areas where Citizens and Investors operate businesses;

• the costs to be incurred in connection with the merger and the integration of Investors’ business into Citizens and the possibility that the transaction and the integration may be more expensive to complete than anticipated, including as a result of unexpected factors or events;

• the possibility of encountering difficulties in achieving anticipated cost savings and synergies in the amounts currently estimated or within the time frame currently contemplated;

• the possibility of encountering difficulties in successfully integrating the businesses, operations and workforces of Citizens and Investors;

• the risk of losing key Citizens’ or Investors’ employees during the pendency of the merger and following the closing;

• the possible diversion of management focus and resources from the operation of Citizens’ business while working to implement the transaction and integrate the two companies;

• the risk that, because the exchange ratio under the merger agreement would not be adjusted for changes in the market price of Citizens common stock or Investors common stock, the value of the shares of Citizens common stock to be issued to Investors stockholders upon the completion of the merger could be significantly more than the value of such shares immediately prior to the announcement of the parties’ entry into the merger agreement;

• the risk that the regulatory and other approvals required in connection with the merger and the bank merger may not be received in a timely manner or at all or may impose conditions that may adversely affect the anticipated operations, synergies and financial results of Citizens following the completion of the merger;

• the potential risk of diverting management attention and resources towards the completion of the merger and the integration of Investors;

• the possibility of litigation challenging the merger;

• the potential effect of the COVID-19 pandemic on the completion, timing or benefits of the merger; and

• the other risks described under “Risk Factors” beginning on page 25, and the risks of investing in Investors common stock identified in the “Risk Factors” sections of Investors’ periodic reports filed with the SEC and incorporated by reference herein.

Citizens’ board of directors approved the merger agreement after Citizens’ senior management discussed with the board of directors a number of factors, including those described above and the business, assets, liabilities, results of operations, financial performance, strategic direction and prospects of Investors. Citizens’ board of directors did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its determination. Citizens’ board of directors viewed its position as being based on all the information and the factors presented to and considered by it. In addition, individual directors may have given different weights to different information and factors.

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It should be noted that this explanation of the Citizens board of directors’ reasoning and all other information presented in this section is forward-looking in nature, and therefore should be read in light of the factors discussed under the heading “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 23.

Governance of Citizens After the Merger

The merger agreement provides that, prior to the effective time, the board of directors of Citizens will take all actions necessary so that Kevin Cummings and Michele N. Siekerka, both of whom are current directors on the Investors board, immediately prior to the effective time will be appointed to the Citizens board as of the effective time. Upon appointment to the Citizens board, Kevin Cummings and Michele N. Siekerka will also join the board of directors of CBNA effective as of the effective time, and Citizens, through the Citizens board and subject to the Citizens board’s fiduciary duties to the stockholders of Citizens, will take all necessary action to nominate such directors for election to the Citizens board in the proxy statement relating to the first annual meeting of the stockholders of Citizens following the effective time.

Regulatory Approvals

To complete the merger and the bank merger Citizens and Investors must obtain approvals or consents from, or make filings with, a number of U.S. federal and state bank regulatory authorities, including the Federal Reserve Board and the OCC. Notifications relating to the merger and the bank merger will, and other applications requesting approval may, also be submitted to various other federal and state regulatory authorities and self-regulatory organizations. Citizens and Investors agreed to cooperate and use their respective reasonable best efforts to prepare and file, and in the case of Citizens cause to be filed, all documentation to effect all necessary notices, reports and other filings and to obtain all permits, consents, approvals and authorizations necessary or advisable to be obtained from any third parties and/or governmental authorities in order to consummate the merger, the bank merger or any of the other transactions contemplated in the merger agreement. However, neither Citizens nor any of its subsidiaries is required under the merger agreement to take any action, or commit to take any action, or agree to any condition or restriction, that would reasonably be expected to have a material adverse effect on Citizens (measured on a scale relative to Investors) or a material adverse effect on Investors, in connection with obtaining such regulatory approvals.

Citizens and Investors believe that the merger does not raise significant regulatory concerns and that they will be able to obtain all requisite regulatory approvals. However, there can be no assurance that all of the regulatory approvals described below will be obtained and, if obtained, there can be no assurances regarding the timing of the approvals, the companies’ ability to obtain the approvals on satisfactory terms or the absence of litigation challenging such approvals. These approvals could be delayed or not obtained at all, including due to: an adverse development in either party’s regulatory standing or in any other factors considered by regulators when granting such approvals, including factors not known as of the date of this proxy statement/prospectus and factors that may arise in the future; governmental, political or community group inquiries, investigations or opposition; or changes in legislation or the political environment generally. In addition, there can be no assurance that such approvals will not impose conditions or requirements that, individually or in the aggregate, would or could reasonably be expected to have a material adverse effect on the financial condition, results of operations, assets or business of Citizens following the completion of the merger. There can likewise be no assurances that U.S. federal or state regulatory authorities will not attempt to challenge the merger or, if such a challenge is made, what the result of such challenge will be.

Federal Reserve Board and the OCC

The merger is subject to the approval of the Federal Reserve Board pursuant to section 3 of the BHC Act with respect to the merger and the bank merger is subject to the approval of the OCC pursuant to section 18(c)(2)(B) of the Federal Deposit Insurance Act (the “Bank Merger Act”). The Federal Reserve Board and the OCC take into consideration a number of factors when acting on applications under section 3 of the BHC Act and the Bank

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Merger Act, respectively. These factors include the effect of the merger on competitiveness in affected banking markets, the financial and managerial resources (including consideration of the capital adequacy, liquidity, and earnings performance, as well as the competence, experience and integrity of the officers, directors and principal stockholders, and the records of compliance with applicable laws and regulations) and future prospects of the combined organization. The Federal Reserve Board and the OCC also consider the effectiveness of the applicant in combatting money laundering, the convenience and needs of the communities to be served, as well as the extent to which the proposal would result in greater or more concentrated risks to the stability of the U.S. banking or financial system. Neither the Federal Reserve Board nor the OCC may approve a proposal that would have significant adverse effects on competition or on the concentration of resources in any banking market.

In considering an application under section 3 of the BHC Act and the Bank Merger Act, the Federal Reserve Board and the OCC each also reviews the records of performance of the relevant insured depository institutions under the Community Reinvestment Act (the “CRA”), pursuant to which the Federal Reserve Board and the OCC must also take into account the record of performance of each of Citizens and Investors in meeting the credit needs of the entire community, including low- and moderate-income neighborhoods, served by their depository institution subsidiaries. As part of the review process in merger transactions, the Federal Reserve Board and the OCC each frequently receive protests from community groups and others. In their most recent CRA performance evaluations, CBNA received an overall “outstanding” regulatory rating and Investors Bank received an overall “satisfactory” regulatory rating, respectively.

In addition, in connection with an interstate merger and bank merger transaction, the Federal Reserve Board and the OCC each consider certain additional factors under the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994, as amended (the “Riegle-Neal Act”), including the capital position of the acquiring bank holding company or bank, as the case may be, state laws regarding the minimum age of the bank to be acquired, the concentration of deposits on a nationwide and statewide basis, and compliance with any applicable state community reinvestment and antitrust laws. Under the Riegle-Neal Act, the OCC may approve an interstate bank merger transaction only if each constituent bank is adequately capitalized at the time the relevant application for such transaction is filed, and it determines that the resulting bank will be well capitalized and well managed upon the consummation of the transaction.

Transactions approved by the Federal Reserve Board generally may not be completed until thirty (30) days after the approval of the Federal Reserve Board is received, during which time the Department of Justice, which we refer to as the “DOJ,” may challenge the transaction on antitrust grounds. With the approval of the Federal Reserve Board and the concurrence of the DOJ, the waiting period may be reduced to no less than fifteen (15) days. The commencement of an antitrust action would stay the effectiveness of such an approval unless a court specifically ordered otherwise. In reviewing the merger, the DOJ could analyze the merger’s effect on competition differently than the Federal Reserve Board, and thus it is possible that the DOJ could reach a different conclusion than the Federal Reserve Board regarding the merger’s effects on competition. A determination by the DOJ not to object to the merger may not prevent the filing of antitrust actions by private persons or state attorneys general.

Furthermore, the BHC Act and the Bank Merger Act require published notice of, and the opportunity for public comment on, the applications to the Federal Reserve Board and the OCC. Each of the Federal Reserve Board and the OCC takes into account the views of third-party commenters, particularly on the subject of the merging parties’ CRA performance and record of service to their communities. Each of the Federal Reserve Board and the OCC is also authorized to hold one (1) or more public hearings or meetings if it determines that such hearings or meetings would be appropriate. The receipt of written comments or any public meeting or hearing could prolong the period during which the applicable application is under review.

The initial submission of the applications to the Federal Reserve Board and the OCC occurred on September 2, 2021.

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New Jersey Department of Banking and Insurance

Citizens submitted a notice filing to the NJDOBI on September 3, 2021, setting forth the name of Investors Bank as the New Jersey state-chartered bank that will be merged with and into CBNA and the projected effective date of the merger, along with other information requested by the NJDOBI. Citizens will not be required to submit an application to the NJDOBI in connection with the bank merger.

Accounting Treatment

Citizens prepares its financial statements in accordance with GAAP. The merger will be accounted for using the acquisition method of accounting. Citizens will be treated as the acquirer for accounting purposes.

NYSE Listing

The shares of Citizens common stock to be issued in the merger will be listed for trading on the NYSE.

Delisting and Deregistration of Investors Common Stock

If the merger is completed, Investors common stock will be delisted from the NASDAQ and deregistered under the Exchange Act, and Investors will no longer be required to file periodic reports with the SEC with respect to Investors common stock.

Litigation Relating to the Merger

On September 30, 2021, a complaint captioned Vito Sacco v. Investors Bancorp, Inc. et al., Case No. 1:21-cv-08112, was filed by a purported stockholder of Investors in the U.S. District Court for the Southern District of New York. The complaint names Investors and the Investors board of directors as defendants. The complaint alleges, among other things, that the defendants violated Section 14(a) and Section 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder by purportedly making or causing to be made materially misleading and/or incomplete statements relating to the proposed merger and the process leading up to the proposed merger in the registration statement filed with the SEC. The complaint seeks, among other relief, an injunction preventing the closing of the merger, rescission of the merger or awarding of rescissory damages if the merger is completed, a direction that the individual defendants disseminate a registration statement that does not contain any untrue statements of material fact and that states all material facts required in it or necessary to make the statements contained therein not misleading, a declaration that the defendants violated Sections 14(a) and/or 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder, and an award to plaintiff for the costs of the action, including a reasonable allowance for attorneys’ and experts’ fees. Citizens and Investors believe the claims asserted in the lawsuit are without merit.

On September 30, 2021, a complaint captioned George Fradelakis v. Investors Bancorp, Inc. et al., Case No. 2:21-cv-17907-MCA-JSA, was filed by a purported stockholder of Investors in the U.S. District Court for the District of New Jersey. The complaint names Investors and the Investors board of directors as defendants. The complaint alleges, among other things, that the defendants violated Section 14(a) and Section 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder by purportedly making or causing to be made materially misleading and/or incomplete statement relating to the proposed merger and the process leading up to the proposed merger in the registration statement filed with the SEC. The complaint seeks, among other relief, an injunction preventing the closing of the merger, a direction that the defendants account to plaintiff for damages sustained because of the items described in the complaint, and an award to plaintiff for the costs of the action, including a reasonable allowance for attorneys’ and experts’ fees. Citizens and Investors believe the claims asserted in the lawsuit are without merit.

On October 4, 2021, a complaint captioned Robert Lowinger v. Investors Bancorp, Inc. et al., Case No. 1:21-cv-05491, was filed by a purported stockholder of Investors in the U.S. District Court for the Eastern District of

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New York. The complaint names Investors and the Investors board of directors as defendants. The complaint alleges, among other things, that the defendants violated Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder by purportedly making or causing to be made materially misleading and/or incomplete statements relating to the proposed merger and the process leading up to the proposed merger in the registration statement filed with the SEC. The complaint seeks, among other relief, an injunction preventing the closing of the merger and any vote on the merger, a direction that the defendants account to plaintiff for damages sustained because of the items described in the complaint, and an award to plaintiff for the costs of the action, including a reasonable allowance for attorneys’ and experts’ fees. Citizens and Investors believe the claims asserted in the lawsuit are without merit.

Additional lawsuits arising out of the merger may be filed in the future. There can be no assurance that any of the defendants will be successful in the outcome of any pending or any potential future lawsuits. Citizens and Investors intend to defend vigorously against the pending lawsuits described above and any other future lawsuits filed against them challenging the merger.

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APPRAISAL RIGHTS

If the merger is consummated, Investors stockholders who have complied with the applicable requirements and procedures of Section 262 of the DGCL will be entitled to demand appraisal of their shares of Investors common stock, which we refer to in this section as Investors shares, and receive in lieu of the merger consideration a cash payment equal to the “fair value” of their Investors shares, as determined by the Delaware Court of Chancery, in accordance with Section 262 of the DGCL, plus interest, if any, on the amount determined to be the fair value, subject to the provisions of Section 262 of the DGCL, as further described herein. Such appraised value may be greater than, the same as, or less than, the merger consideration. Any Investors stockholder contemplating the exercise of such appraisal rights should review carefully the provisions of Section 262 of the DGCL, particularly the procedural steps required to properly demand and perfect such rights and is encouraged to consult personal legal counsel.

THE FOLLOWING SUMMARY IS NOT A COMPLETE STATEMENT OF THE LAW PERTAINING TO APPRAISAL RIGHTS UNDER SECTION 262 OF THE DGCL AND IS QUALIFIED IN ITS ENTIRETY BY THE FULL TEXT OF SECTION 262 OF THE DGCL, A COPY OF WHICH IS ATTACHED TO THIS PROXY STATEMENT/PROSPECTUS AS ANNEX D AND IS INCORPORATED BY REFERENCE HEREIN. THE FOLLOWING SUMMARY DOES NOT CONSTITUTE ANY LEGAL OR OTHER ADVICE NOR DOES IT CONSTITUTE A RECOMMENDATION THAT INVESTORS STOCKHOLDERS EXERCISE APPRAISAL RIGHTS UNDER SECTION 262 OF THE DGCL.

Under Section 262 of the DGCL, if the merger is consummated, holders of record of Investors shares immediately prior to the effective time who (i) do not cast their vote in favor of the merger proposal, (ii) continuously hold their Investors shares through the effective time and (iii) comply with all of the procedures set forth in Section 262 of the DGCL will be entitled to have their Investors shares appraised by the Court of Chancery and to receive in lieu of the merger consideration, a cash payment equal to the “fair value” of such shares, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest, if any, on the amount determined to be the fair value, as determined by such court and subject to Section 262 of the DGCL, as further described herein.

Under Section 262 of the DGCL, Investors is required not less than twenty (20) days before the special meeting to notify each of the holders of Investors shares who is entitled to exercise appraisal rights that appraisal rights are available for any or all of such Investors shares, and is required to include in such notice a copy of Section 262 of the DGCL. This proxy statement/prospectus constitutes a formal notice of appraisal rights under Section 262 of the DGCL, and the full text of Section 262 of the DGCL is attached to this proxy statement/prospectus as Annex D. Any holder of Investors shares who wishes to exercise such appraisal rights, or who wishes to preserve such holder’s right to do so, should review the following discussion and Annex D carefully because failure to comply exactly with all of the procedures specified may result in a termination or loss of appraisal rights under Section 262 of the DGCL.

Under Delaware law, the procedures to properly demand and perfect appraisal rights must be carried out by and in the name of those registered as the holders of record of Investors shares with certain limited exceptions. Stockholders who are the beneficial owners but not the holders of record of Investors shares (such as Investors shares held in the name of a bank, broker or other nominee) and who wish to demand appraisal of their Investors shares held beneficially but not of record, are advised to consult promptly with the holders of record as to the timely exercise of such rights and to cause such holders of record to make the appropriate demand and to otherwise comply with the requirements of Section 262 of the DGCL.

FAILURE TO COMPLY EXACTLY WITH ALL OF THE PROCEDURES SET FORTH IN SECTION 262 OF THE DGCL MAY RESULT IN A TERMINATION OR LOSS OF APPRAISAL RIGHTS UNDER SECTION 262 OF THE DGCL.

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Any stockholder wishing to exercise appraisal rights is urged to consult legal counsel before attempting to exercise such rights.

If a stockholder elects to exercise appraisal rights under Section 262 of the DGCL, the record stockholder must do ALL of the following:

• NOT vote such Investors shares “FOR” the merger proposal;

• deliver a written demand for appraisal of such Investors shares that complies with Section 262 of the DGCL before the vote is taken on the merger proposal at the special meeting, to Investors Bancorp, Inc., Attn: Brian F. Doran, Corporate Secretary, 101 John F. Kennedy Parkway, Short Hills, New Jersey 07078, which demand must reasonably inform Investors of the identity of the stockholder and that the stockholder is demanding appraisal; and

• continuously hold of record such Investors shares through the effective time.

Any stockholder who votes “FOR” the merger proposal will not be entitled to exercise appraisal rights with respect thereto but rather, will receive the merger consideration in respect of its Investors shares, subject to the terms and conditions of the merger agreement.

The right to appraisal will be terminated or lost unless it is perfected by complying with all of the procedures set forth in Section 262 of the DGCL, the text of which is set forth in full in Annex D hereto. A separate written demand for appraisal must be properly executed by the record stockholder and delivered to Investors as described herein.

Written Demand by the Record Holder

As provided under Section 262 of the DGCL, failure of a stockholder to make a written demand for appraisal (or failure of a beneficial owner of Investors shares to cause the record holder of such Investors shares to demand an appraisal of such Investors shares) within the time limits provided in Section 262 of the DGCL will result in the loss of such stockholder’s appraisal rights. The written demand for appraisal must be executed by or for the stockholder of record. The demand should reasonably inform Investors of the identity of the stockholder and that the stockholder is demanding appraisal. If such Investors shares are owned of record in a fiduciary or representative capacity, such as by a trustee, executor, administrator, guardian or attorney-in-fact, execution of the demand must be made in such capacity, and if such Investors shares are owned of record by more than one person, such as in a joint tenancy or tenancy in common, the demand must be executed by or for all joint owners. An authorized agent, including one of two or more joint owners, may execute the demand for appraisal for a stockholder of record; provided, however, that the agent must identify the record owner(s) and expressly disclose the fact that, in executing the demand, the agent is acting as agent for the record owner(s).

Filing a Petition for Appraisal

Within one hundred twenty (120) days after the effective time, any holder of Investors shares who has complied with the provisions of Section 262 of the DGCL and is entitled to appraisal rights thereunder may commence an appraisal proceeding by filing a petition in the Court of Chancery, demanding a determination of the fair value of such Investors shares. Accordingly, any Investors stockholder who wishes to perfect such stockholder’s appraisal rights should initiate all necessary action to perfect her, his or its appraisal rights within the time and in the manner prescribed in Section 262 of the DGCL. Notwithstanding the foregoing, at any time within sixty (60) days after the effective time, any Investors stockholder who has not commenced an appraisal proceeding or joined such proceeding as a named party can withdraw her, his or its demand for appraisal and accept the merger consideration.

Within one hundred twenty (120) days after the effective time, any holder of Investors shares who has complied with the requirements for exercise of appraisal rights will be entitled, upon written request, to receive from

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Citizens a statement setting forth the aggregate number of Investors shares not voted in favor of the merger proposal with respect to which demands for appraisal have been received and the aggregate number of holders of such Investors shares. Citizens must mail this statement to the requesting stockholder within ten (10) days after receipt of the written request for such a statement or within ten (10) days after the expiration of the period for delivery of demands for appraisal, whichever is later. A beneficial owner of Investors shares held either in a voting trust or by a nominee on behalf of such beneficial owner may, in such beneficial owner’s own name, file a petition seeking appraisal or request from Citizens the foregoing statements. As noted, however, the demand for appraisal can only be made by a holder of record.

If a petition for an appraisal is timely filed with the Court of Chancery by an Investors stockholder, service of a copy thereof must be made upon Citizens, which will then be obligated within twenty (20) days after such service to file with the Register in Chancery of the Court of Chancery of the State of Delaware (referred to as the Register in Chancery) a duly verified list containing the names and addresses of all Investors stockholders who have demanded payment for their Investors shares and with whom agreements as to the value of their Investors shares have not been reached. The Register in Chancery, if so ordered by the Court of Chancery, must give notice of the time and place fixed for the hearing of such petition to Citizens and all of the stockholders shown on such duly verified list in accordance with Section 262 of the DGCL. As required by Section 262 of the DGCL, the Court of Chancery is empowered to conduct a hearing on such petition to determine those Investors stockholders who have complied with Section 262 of the DGCL and who have become entitled to exercise appraisal rights thereunder. The Court of Chancery may require the Investors stockholders who have demanded appraisal of their Investors shares to submit their stock certificates representing Investors shares to the Register in Chancery for notation thereon of the pendency of the appraisal proceeding and, if any such Investors stockholder fails to comply with such direction, the Court of Chancery may dismiss the proceedings as to such stockholder.

Determination of Fair Value

After determining the stockholders entitled to appraisal, the Court of Chancery will appraise the “fair value” of the Investors shares, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest, if any, to be paid upon the amount determined to be the fair value. Unless the Court of Chancery in its discretion determines otherwise for good cause shown, and except with respect to advance payments described below, interest on the amount determined to be the fair value must accrue from the effective time through the date of payment of the judgment, must be compounded quarterly, and must accrue at 5% over the Federal Reserve discount rate (including any surcharges) as established from time to time during the period between the effective time and the date of payment of the judgment. At any time before the entry of judgment in the proceedings, Citizens may pay to each stockholder entitled to appraisal an amount in cash (which will be treated as an advance against the payment due to such holder of Investors shares), in which case interest must accrue thereafter only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the Investors shares as determined by the Court of Chancery and (2) interest theretofore accrued, unless paid at that time. Citizens is under no obligation to make such voluntary cash payment prior to such entry of judgment.

Stockholders considering the exercise of appraisal rights should be aware that the fair value of their Investors shares as determined under Section 262 of the DGCL could be greater than, the same as or less than the value of the merger consideration. In determining “fair value,” the Court of Chancery must take into account all relevant factors.

In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “fair price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that, in making this determination of fair value, the Court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts

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that could be ascertained as of the date of the merger that throw any light on future prospects of the merged corporation. Section 262 of the DGCL provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

The costs of the appraisal proceeding (which do not include attorneys’ fees or the fees and expenses of expert witnesses) may be determined by the Court of Chancery and taxed upon the parties as the Court deems equitable under the circumstances. Upon application of an Investors stockholder, the Court may also order that all or a portion of the expenses incurred by an Investors stockholder in connection with an appraisal, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts utilized in the appraisal proceeding, be charged pro rata against the value of all the Investors shares entitled to be appraised. Absent such an order, each party is responsible for her, his or its own expenses.

From the effective time, no stockholder who has demanded appraisal rights in compliance with Section 262 of the DGCL will be entitled to vote such Investors shares for any purpose or to receive payment of dividends or other distributions on any Investors shares (except dividends or other distributions, if any, payable to stockholders of record as of a record date prior to the effective time).

If any Investors stockholder who demands appraisal of such stockholder’s Investors shares under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses, such stockholder’s right to appraisal, as provided in the DGCL, the Investors shares of such stockholder will be deemed converted at the effective time into the right to receive the merger consideration, without interest thereon, subject to any taxes required to be withheld under applicable law and follow the applicable exchange procedures in order to receive payment of the merger consideration.

If no petition for an appraisal is filed, or if the Investors stockholder delivers to Citizens a written withdrawal of the demand for an appraisal and acceptance of the merger consideration, either within sixty (60) calendar days after the effective time or thereafter with the written approval of Citizens, then the right of such stockholder to an appraisal shall cease. Notwithstanding the foregoing, no appraisal proceeding in the Court of Chancery will be dismissed as to any Investors stockholders, however, without the approval of the Court of Chancery, which may be conditioned on such terms as the Court of Chancery deems just; provided, however, that such requirement will not affect the right of any Investors stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the terms offered pursuant to the merger within sixty (60) calendar days after the effective time.

If you wish to exercise your appraisal rights, you must not vote your shares in favor of the merger proposal, and you must comply with the procedures set forth in Section 262 of the DGCL. If you fail to take any required step in connection with the exercise of appraisal rights, it may result in the termination or waiver of your appraisal rights.

The foregoing summary of the rights of Investors stockholders to seek appraisal rights under Delaware law does not purport to be a complete statement of the procedures to be followed by Investors stockholders desiring to exercise any appraisal rights available thereunder and is qualified in its entirety by reference to Section 262 of the DGCL. The proper exercise of appraisal rights requires adherence to the applicable provisions of the DGCL. A copy of Section 262 of the DGCL is included as Annex D to this proxy statement/prospectus and is incorporated herein by reference.

FAILURE TO COMPLY EXACTLY WITH ALL OF THE PROCEDURES SET FORTH IN SECTION 262 OF THE DGCL MAY RESULT IN A TERMINATION OR LOSS OF APPRAISAL RIGHTS UNDER SECTION 262 OF THE DGCL.

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THE MERGER AGREEMENT

This section describes the material terms of the merger agreement. 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 agreement 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 Citizens or Investors. Such information can be found elsewhere in this proxy statement/prospectus and in the public filings Citizens and Investors make with the SEC, as described in the section entitled “Where You Can Find More Information” beginning on page 144 of this proxy statement/prospectus.

Explanatory Note Regarding the Merger Agreement

The merger agreement and this summary of terms are included to provide you with information regarding the terms of the merger agreement. Factual disclosures about Investors and Citizens contained in this proxy statement/prospectus or in the public reports of Investors and Citizens filed with the SEC may supplement, update or modify the factual disclosures about Investors and Citizens contained in the merger agreement. The merger agreement contains representations and warranties by Investors, on the one hand, and by Citizens, on the other hand, made solely for the benefit of the other. The representations, warranties and covenants made in the merger agreement by Investors and Citizens were qualified and subject to important limitations agreed to by Investors and Citizens in connection with negotiating the terms of the merger agreement. In particular, in your review of the representations and warranties contained in the merger agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purpose of establishing circumstances in which a party to the merger agreement may have the right not to consummate the merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and allocating risk between the parties to the merger agreement, rather than establishing matters as facts. The representations and warranties also may be subject to a contractual standard of materiality different from that generally applicable to stockholders and reports and documents filed with the SEC and some were qualified by the matters contained in the confidential disclosure schedules that Investors and Citizens each delivered in connection with the merger agreement and certain documents filed with the SEC. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement/prospectus, may have changed since the date of the merger agreement. Accordingly, the representations and warranties in the merger agreement should not be relied on by any persons as characterizations of the actual state of facts about Investors or Citizens at the time they were made or otherwise.

Structure of the Merger

Each of Citizens’ and Investors’ respective boards of directors has unanimously approved the merger agreement and declared it advisable. Pursuant to the terms and subject to the conditions set forth in the merger agreement, at the effective time of the merger, Investors will merge with and into Citizens, with Citizens as the surviving corporation in the merger. Promptly following the merger, Investors Bank will merge with and into CBNA, with CBNA as the surviving bank.

Merger Consideration

Each share of Investors common stock issued and outstanding immediately prior to the effective time (other than exception shares) will be converted into the right to receive 0.297 shares of Citizens common stock and $1.46 in cash.

If, after the date of the merger agreement and prior to the effective time, the issued and outstanding shares of Citizens common stock are changed into a different number of shares or a different class by reason of any

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reorganization, recapitalization, reclassification, stock split, reverse stock split, stock dividend or other similar change in capitalization, 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.

Fractional Shares

Citizens will not issue any fractional shares of Citizens common stock in the merger. Instead, an Investors stockholder who otherwise would have received a fraction of a share of Citizens common stock will receive an amount in cash (rounded to the nearest cent) determined by multiplying (a) the volume weighted price of Citizens common stock quoted on the NYSE on each of the last twenty (20) trading days ending on the fifth trading date immediately preceding the closing date by (b) the fraction of a share (rounded to the nearest thousandth when expressed in decimal form) of Citizens common stock that such holder would otherwise have been entitled to receive.

Effective Time, Effects of the Merger; Organizational Documents of the Surviving Corporation

Closing and Effective Time of the Merger

The merger will become effective at 11:59 p.m. New York time on the closing date, as specified in the certificate of merger to be filed with the Secretary of State of the State of Delaware, which is referred to as the “effective time.” The closing will take place remotely by mutual electronic exchange of documents and signatures on (i) the first business day of the calendar month immediately following the calendar month during which occurs the date on which each of the conditions set forth in the merger agreement have been satisfied or waived; provided, that if the closing would otherwise be required to take place on the first business day of March, June, September or December, then the closing will instead take place on the first business day of the immediately following calendar month (i.e., April, July, October or January), or (ii) at such other time and place as Citizens and Investors may mutually agree.

Effect of Merger

The merger agreement provides for the merger of Investors with and into Citizens, with Citizens surviving the merger as the surviving corporation. We sometimes refer to Citizens following the merger as the “surviving corporation.”

As a result of the merger, there will no longer be any publicly held shares of Investors common stock. Investors stockholders will only participate in the surviving corporation’s future earnings and potential growth through their ownership of Citizens common stock. All of the other incidents of direct ownership of Investors common stock, such as the requirement to hold annual or special meetings of stockholders and the right to vote on certain corporate decisions, to elect directors and to receive dividends and distributions from Investors, will be extinguished upon completion of the merger. All of the properties, rights, privileges, powers and franchises of Investors will vest in the surviving corporation, and all debts, duties and liabilities of Investors will become the debts, liabilities and duties of the surviving corporation.

Organizational Documents of the Surviving Corporation

The charter and bylaws of Citizens as in effect immediately prior to the effective time will be the charter and bylaws of the surviving corporation.

Exchange and Payment Procedures

Immediately prior to the effective time, Citizens will deposit or cause to be deposited with an exchange agent designated by Citizens, for the benefit of the holders of shares of Investors common stock, sufficient cash and

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Citizens common stock to be exchanged in accordance with the merger agreement, including the merger consideration, which amounts we refer to as the “exchange fund.” As promptly as practicable after the effective time, and in any event within five (5) business days thereafter, Citizens will cause the exchange agent to mail to each record holder of shares of Investors common stock, notice advising such holders of the effectiveness of the merger, including appropriate transmittal materials specifying that delivery will be effected, and risk of loss and title to the certificates will pass, only upon delivery of the certificates (or affidavits of loss in lieu thereof) and instructions for surrendering the certificates (or affidavits of loss in lieu thereof) to the exchange agent. Investors stockholders who properly surrender their certificates (or affidavits of loss in lieu thereof) or book entry shares to the exchange agent in accordance with the terms of such transmittal materials will receive for each Investors share 0.297 shares of Citizens common stock, $1.46 in cash plus any cash payable in lieu of any fractional shares of Citizens, and any dividends or distributions such holder has the right to receive pursuant to the merger agreement. No interest will be paid or accrue on any merger consideration or cash in lieu of fractional shares.

Distributions with Respect to Unexchanged Shares

No dividends or other distributions in respect to Citizens common stock will be paid to any holder of any unsurrendered certificate (or affidavit of loss in lieu thereof) or book entry share that evidenced ownership of shares of Investors common stock until such holder properly surrenders such shares in accordance with the merger agreement. After such surrender, the holder will be entitled to receive the merger consideration, the fractional share cash amount to which such holder is entitled and any dividends or other distributions that have been payable or become payable with respect to the holder’s whole shares of Citizens common stock. No interest will be payable on the foregoing.

Transfers Following the Effective Time

At the closing date, the stock transfer books of Investors will be closed and there will be no further registration of transfers of shares of Investors common stock on the records of Investors, except for the cancellation of such shares in connection with the merger. From and after the effective time, the holders of certificates or book entry shares that evidenced ownership of shares of Investors common stock outstanding immediately prior to the effective time will cease to have any rights with respect to such shares, except as otherwise provided for in the merger agreement or by applicable law. Any bona fide certificates or book entry shares presented to the exchange agent after the effective time will be canceled and exchanged in accordance with the merger agreement.

Termination of Exchange Fund

Any portion of the exchange fund that remains unclaimed by the stockholders of Investors for twelve (12) months following the effective time may be returned to the surviving corporation upon the surviving corporation’s request. Any former holders of Investors common stock who have not properly surrendered their shares may thereafter seek from Citizens the merger consideration payable in respect of such shares of Investors common stock, any cash payable in lieu of any fractional shares of Citizens and any dividends or distributions such holder has the right to receive pursuant to the merger agreement. None of Citizens, Investors, the surviving corporation nor the exchange agent will be liable to any holder of shares of Investors common stock for any shares of Citizens common stock (or any related dividends or distributions) or cash from the exchange fund that is delivered in good faith to any public official pursuant to any applicable abandoned property, escheat or similar laws.

Lost, Stolen or Destroyed Stock Certificates

If any certificate representing shares of Investors common stock is lost, stolen or destroyed, upon the making of an affidavit of such fact by the person claiming the certificate to be lost, stolen or destroyed and, if required by Citizens, the posting by such person of a bond in such amount as Citizens may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such certificate, the exchange agent will issue in exchange for the lost, stolen or destroyed certificate the merger consideration, cash in lieu of

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fractional shares and any dividends or other distributions that have been payable or become payable in respect of the shares of Investors common stock represented by that certificate pursuant to the merger agreement.

Withholding Rights

Citizens will be entitled to deduct and withhold, or cause the exchange agent to deduct and withhold, from any cash amounts payable pursuant to the merger agreement to any holder of Investors common stock such amounts as Citizens or the exchange agent is required to deduct or withhold under applicable tax laws, and any such withheld amounts that are paid to the appropriate taxing authorities will be remitted by Citizens to the applicable governmental authority and will be treated for purposes of the merger agreement as having been paid to the holder of Investors common stock from whom such amounts were deducted or withheld.

Treatment of Investors Equity Awards

Under the merger agreement, awards outstanding under Investors Equity Plans as of the effective time will be treated as follows:

Treatment of Investors Stock Options

At the effective time, subject to the terms and conditions of the merger agreement, each option to purchase shares of Investors common stock under 2015 Investors Equity Plan and 2006 Investors Equity Plan that is outstanding immediately prior to the effective time, whether vested or unvested, will, automatically and without any required action on the part of the holder, cease to represent an option to purchase shares of Investors common stock and be converted into an option to purchase a number of shares of Citizens common stock equal to the product (rounded down to the nearest whole number) of (x) the number of shares of Investors common stock subject to such Investors stock option immediately prior to the effective time and (y) the Investors equity award exchange ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of Investors common stock of such Investors stock option immediately prior to the effective time divided by (B) the Investors equity award exchange ratio. Each Investors stock option will continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to such Investors stock option immediately prior to the effective time.

Treatment of Investors 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 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 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.

Representations and Warranties

The merger agreement contains representations and warranties made by Investors and Citizens. These include, among other things, representations relating to:

• corporate matters, including due organization, valid existence and qualification;

• capitalization;

• authority to execute, deliver and perform each of its obligations under the merger agreement and to consummate the merger, the bank merger and the transactions contemplated in the merger agreement;

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• required governmental and other regulatory and self-regulatory filings and consents and approvals in connection with the mergers;

• no breach of organizational documents, law or other agreements as a result of the merger;

• compliance with SEC filing requirements;

• conformity with GAAP of financial statements filed with the SEC;

• filing of necessary reports with regulatory authorities;

• internal controls over financial reporting and disclosure controls and procedures;

• involvement in litigation and orders issued by governmental authorities;

• agreements with regulatory agencies;

• compliance with applicable laws;

• broker/finder fees;

• tax matters;

• employee benefit matters;

• environmental matters;

• risk management instruments; and

• loan portfolios;

Investors makes additional representations and warranties to Citizens in the merger agreement relating to, among other things:

• subsidiaries;

• absence of changes since December 31, 2020;

• material contracts;

• employee matters;

• books and records;

• insurance coverage;

• loan matters;

• allowance for loan losses;

• transactions with affiliates;

• real property;

• intellectual property;

• data security;

• information technology;

• inapplicability of anti-takeover statutes;

• Investors’ investment securities and commodities;

• related party transactions; and

• insurance activities of Investors and its insurance subsidiaries.

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The representations and warranties in the merger agreement are (i) subject, in some cases, to specified exceptions and qualifications contained in the confidential disclosure schedules delivered by Citizens and Investors, respectively, and (ii) qualified by the reports, schedules, forms or other documents of Citizens and Investors, as applicable, filed or furnished with the SEC since December 31, 2020 through the time prior to the date of the merger agreement (excluding, in each case, any disclosures related to taxes, any disclosures set forth under the heading “Risk Factors” or disclosures of risks set forth in any “forward-looking statements” disclaimer).

Some of the representations and warranties contained in the merger agreement are qualified as to “materiality” or by a “material adverse effect” standard (that is, they will not be deemed to be untrue or incorrect unless their failure to be true or correct is material or would result in a material adverse effect on the company making such representation or warranty). In addition, certain of the representations and warranties in the merger agreement are subject to knowledge qualifications, which means that those representations and warranties would not be deemed untrue or incorrect as a result of matters of which certain officers of the party making the representation did not have actual knowledge.

For purposes of the merger agreement, a “material adverse effect” with respect to Citizens, Investors or the surviving corporation, as the case may be, means any effect, circumstance, occurrence or change that, either individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (a) the business, assets or deposit liabilities, properties, operations, results of operations or condition (financial or otherwise) of such party and its subsidiaries taken as a whole or (b) the ability of such party and its subsidiaries to timely consummate the transactions contemplated by the merger agreement.

However, in the case of clause (a) above, a material adverse effect will not include the impact of:

• changes, after the date of the merger agreement, in law (including any law in respect of taxes, and laws newly enacted for, relating to or arising out of efforts to implement COVID-19 pandemic-related measures) or GAAP or interpretations of the foregoing;

• changes, after the date of the merger agreement, in global, national or regional political conditions (including the outbreak of war or acts of terrorism);

• changes, after the date of the merger agreement, resulting from hurricanes, earthquakes, tornados, floods or other natural disasters or from any outbreak of any disease or other public health event, including the COVID-19 pandemic and related measures, any government shutdown, any declaration of martial law or similar directive, guidance, policy or guidance or other action by any governmental authority;

• changes, after the date of the merger agreement, in market price or trading volume of a party’s common stock (without excepting the facts or circumstances giving rise or contributing to such change);

• any action taken by such party with the other party’s express written consent or any action taken by such party that such party was expressly required to take pursuant to the terms of the merger agreement;

• any failure, in and of itself, by such party to meet internal or other estimates, predictions, projections or forecasts of revenue, net income or any other measure of financial performance (without excepting the facts or circumstances giving rise or contributing to failure to meet estimates or projections); or

• changes, events, conditions or trends after the date of the merger agreement in economic, business, credit or financial conditions affecting commercial banks generally, and changes, after the date of the merger agreement, in the capital or credit markets, including any downgrades in the credit markets, or adverse credit events resulting in deterioration in the credit markets generally (including any such change resulting from or arising out of a contagion event, including the COVID-19 pandemic);

except, with respect to the first, second, third and seventh bullets above, such effect, circumstance, occurrence or change disproportionately adversely affects the party and its subsidiaries compared to similar companies

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operating in the commercial banking industry, in which case only the disproportionate effect will be taken into account.

Conduct of Businesses of Investors and Citizens Prior to Completion of the Merger

Under the merger agreement, Investors has agreed as to itself and its subsidiaries that, prior to the effective time (unless Citizens otherwise approved in writing, which approval will not be unreasonably withheld, conditioned or delayed, and except as otherwise expressly contemplated by the merger agreement), and except as required by applicable law or is necessary and commercially reasonable in response to a contagion event (including the COVID-19 pandemic) or measures related thereto, (a) the business of Investors and its subsidiaries will be conducted in all material respects in the ordinary and usual course in accordance with its current business practices and operation, (b) each of Investors and its subsidiaries will use its reasonable best efforts to preserve its business organizations and assets intact and maintain its rights, franchises, powers and privileges and its existing relations and goodwill with governmental authorities, customers, suppliers, distributors, creditors, lessors, employees and business associates and keep available the services of Investors and its subsidiaries’ present employees and agents, and (c) subject to the terms of the merger agreement, Investors and its subsidiaries will take no action that would reasonably be expected to adversely affect or materially delay the ability of Investors to obtain any necessary approvals of any regulatory authorities or other governmental authority required for the transactions contemplated hereby, to perform its covenants and agreements under the merger agreement or to consummate the transactions contemplated hereby on a timely basis.

Without limiting the generality of and in furtherance of the foregoing, from the date of the merger agreement until the effective time, except (i) as otherwise expressly required by the merger agreement or as required by law, (ii) as Citizens may approve in writing in advance (such approval not to be unreasonably withheld, conditioned or delayed) or (iii) as set forth in confidential disclosure schedules, Investors will not and will not permit its subsidiaries to:

• issue, sell, pledge, dispose of, encumber, permit to become outstanding or authorize the creation of any shares of capital stock or any rights with respect to the shares of capital stock of Investors (other than any shares of Investors common stock issuable in respect of Investors stock options, Investors restricted shares or Investors restricted stock unit awards outstanding on the date of the merger agreement or permitted to be granted after the date of the merger agreement);

• permit any shares of capital stock of Investors or any of its subsidiaries to become subject to grants of employee or director stock options, other rights or similar stock-based employee rights;

• make, declare, pay or set aside for payment of dividends payable in cash, stock or property on or in respect of, or declare or make any distribution on, any shares of its capital stock (except (i) its quarterly cash dividend in the ordinary course of business consistent with past practice (both in terms of the timing of dividend payments and the amounts paid), provided that, subject to the parties’ coordination efforts pursuant to the merger agreement, the quarterly cash dividend may be increased by no more than $0.02 per share in January 2022, and provided, further, that if the closing is to occur during the first quarter of 2022, then it is understood and agreed that Investors’ stockholders will receive the regular quarterly dividend declared by Citizens with respect to the first quarter) and (ii) for dividends paid by any direct or indirect wholly owned subsidiary to Investors or to any other direct or indirect wholly owned subsidiary of Investors);

• directly or indirectly adjust, split, combine, redeem, reclassify, purchase or otherwise acquire any shares of its capital stock (other than the acquisition of shares of Investors common stock from a holder of Investors equity awards in satisfaction of withholding obligations or in payment of the exercise price);

• except as required under applicable law, or as required under the terms of the merger agreement or the terms of any Investors benefit plan existing as of the date of the merger agreement, or as set forth in the

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confidential disclosure schedules, (i) enter into, establish, adopt, amend or terminate any Investors benefit plan, or any arrangement that would be an Investors benefit plan if in effect on the date of the merger agreement, (ii) increase the compensation or benefits payable to any current or former employee, officer, director or individual consultant (other than (a) the payment of incentive compensation for completed performance periods in the ordinary course of business consistent with past practice based upon actual performance and (b) annual base salary or wage increases for employees who are not party to an individual change in control or similar agreement with Investors in the ordinary course of business, consistent with past practice, that (x) do not exceed, in the aggregate, three percent (3%) of the aggregate base salaries and wage rates in effect as of the date of the merger agreement and (y) are made in consultation with Citizens), (iii) accelerate the vesting of any equity-based awards or other compensation, (iv) fund any rabbi trust or similar arrangement or in any other way secure the payment of compensation or benefits under any Investors benefit plan, (v) terminate the employment or services of any employee with a job level of senior vice president or above, other than for cause, (vi) hire any employee (other than employees or independent contractors having an annual base salary or wage rate or consulting fees and target cash bonus opportunity of no more than $175,000 in the aggregate), or (vii) become a party to, establish, adopt, amend, commence participation in or terminate any collective bargaining agreement or other agreement with a labor union, works council or similar organization;

• sell, transfer, lease, abandon, license, guarantee, mortgage, pledge, encumber or otherwise create any lien on, allow to lapse or expire, dispose of or discontinue any of its material assets, deposits, business or properties, including any intellectual property rights, other than (i) in the ordinary course of business consistent with past practice or pursuant to contracts or agreements in force at the date of the merger agreement (other than with respect to intellectual property rights, which are governed by clause (iv) below), (ii) sales of individual loans and loan participations pursuant to the merger agreement, (iii) other than with respect to intellectual property rights, in the ordinary and usual course of business consistent with past practice and in a transaction that, together with all other such transactions, is not material to Investors and its subsidiaries, taken as a whole and (iv) with respect to intellectual property rights, non-exclusive grants of licenses in the ordinary and usual course of business consistent with past practice, or abandonments, lapses or expiry of intellectual property rights that are not material to the business of Investors or any of its subsidiaries in the ordinary and usual course of business consistent with past practice;

• acquire (other than by way of foreclosures or acquisitions of control in a bona fide fiduciary capacity or in satisfaction of debts previously contracted in good faith, in each case in the ordinary and usual course of business consistent with past practice) all or any portion of the assets, business, equity interests, deposits or properties of any other person (other than purchases of loans and loan participations pursuant to the merger agreement);

• merge or consolidate Investors or any of its subsidiaries with any other person, except for any internal transactions among its wholly owned subsidiaries, or restructure, reorganize or completely or partially liquidate or otherwise enter into any agreements or arrangements imposing material changes or restrictions on its assets, operations or businesses;

• make any capital expenditures other than in accordance with the budget set forth in the confidential disclosure schedules;

• amend either the Investors charter or the Investors bylaws, or the organizational documents of any of its subsidiaries;

• implement or adopt any change in Investors’ book or tax accounting principles, practices or methods, other than as may be required by GAAP, and as concurred in by Investors’ independent public accountants;

• except as may be required by GAAP, or in the ordinary course of business consistent with past practice, revalue in any material respect any of its assets (including any contract that would be a material

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contract as a result of entering into, modifying or amending such contract), other than in the ordinary course of business consistent with past practice;

• except with respect to contracts relating to loans or loan participations made in the ordinary and usual course of business consistent with past practice and in accordance with the merger agreement, enter into, renew or allow to renew automatically, modify, amend or terminate, make any payment not then required under or waive, release or assign any material right or claims under, any material contract or any contract which would be a material contract if it were in existence on the date of the merger agreement, in each case which is not terminable at will or with thirty (30) calendar days or less notice without payment of any amount other than for products delivered or services performed through the date of termination, provided that the foregoing will not prevent Investors from renewing employment agreements and change-in-control agreements with Investors employees in the ordinary course of business consistent with past practice, except as set forth in the confidential disclosure schedules;

• enter into any settlement, compromise or similar agreement with respect to, any action, suit, proceeding, order or investigation to which Investors or any of its subsidiaries is or becomes a party after the date of the merger agreement, which settlement, compromise, agreement or action involves payment by Investors or any subsidiary of an amount that exceeds $250,000 individually or $1,000,000 in the aggregate or would impose any material restriction on the business of the surviving corporation or create adverse precedent for claims that would reasonably be expected to be material to Investors and its subsidiaries, taken as a whole;

• take any action or omit to take any action that is intended to or would reasonably be likely to result in (i) any of Investors’ representations and warranties set forth in the merger agreement being or becoming untrue in any material respect at any time at or prior to the effective time, (ii) any of the conditions to the merger not being satisfied in a timely manner, (iii) the merger being prevented or impeded from qualifying as a reorganization within the meaning of Section 368 of the Code or (iv) a material violation of any provision of the merger agreement, except as may be required by applicable law;

• except as required by applicable law, the Federal Deposit Insurance Corporation or the NJDOBI, (i) implement or adopt any material change in its interest rate and other risk management policies, procedures or practices, (ii) fail to follow in all material respects, Investors’ or its applicable subsidiary’s existing policies or practices with respect to managing its exposure to interest rate and other risk or (iii) fail to use commercially reasonable best efforts to avoid any material increase in Investors’ aggregate exposure to interest rate risk;

• incur or modify any indebtedness for borrowed money or other liability (other than (i) deposits or customary banking products, such as letters of credit, in each case in the ordinary course of business, (ii) federal funds borrowings and borrowings from the Federal Home Loan Bank of New York or (iii) indebtedness of Investors or any of its wholly owned subsidiaries to Investors or any of its subsidiaries) or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other person;

• make any loan, loan commitment, or new extension of credit outside of the ordinary course of business consistent with past practice. For purposes of the foregoing, “ordinary course of business consistent with past practice” will mean loans or loan commitments equal to or less than $50,000,000 within Investors’ policy (if a noncriticized credit extension), and equal to or less than $1,000,000 (if a new extension of credit that would, upon origination, be categorized as a criticized asset, provided, that the $1,000,000 restriction on criticized asset lending will not apply to extensions of credit related to workouts of problem credits so long as such workouts are within Investors’ workout or problem loan resolution policies). If Investors desires to make an extension of credit outside of the foregoing limitations, Investors will provide Citizens an opportunity to object by submitting a copy of the loan write up containing the information customarily submitted as part of the loan write up, to the chief credit officer of Citizens three (3) business days prior to taking such action; provided that, if Citizens

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objects in writing to such loan or loan commitment or such purchase or sale within three (3) business days after receiving such loan write up, Investors will obtain the approval of the credit approval committee and credit risk committee of the Investors board prior to making such loan or loan commitment or such purchase or sale. Citizens’ consent will be deemed to have been give if Citizens has not objected to a proposed action by Investors within three (3) business days after such information is received by Citizens. Investors will not forgive any loans to directors, officers or employees. Within fifteen (15) business days of the end of each month, Investors will provide to Citizens a schedule listing all delinquent loans, non-accrual loans and non-performing assets as of such month end, and a list of all loan approvals, which list will indicate the loan amount, loan type and other material features of the loan;

• other than in accordance with the investment policies of Investors or any of its subsidiaries in effect on the date of the merger agreement or in securities transactions as provided immediately below, make any investment either by contributions to capital, property transfers or purchase of any property or assets of any person;

• other than purchases of direct obligations of the United States of America or obligations of United States government agencies which are entitled to the full faith and credit of the United States of America, in any case with a remaining maturity at the time of purchase of eighteen (18) months or less, purchase or acquire securities of any type; provided, however, that in the case of investment securities, Investors may purchase investment securities if, within three (3) business days after Investors requests in writing (which request will describe in detail the investment securities to be purchased and the price thereof) that Citizens’ consent to making of any such purchase, Citizens has approved such request in writing or has not responded in writing to such request;

• commence or settle any litigation or proceeding with respect to any liability for material taxes, take any action which would reasonably be expected to have a material adverse effect on the tax position of Investors, or, after the merger, which would reasonably be expected to have a material adverse effect on the tax position of the surviving corporation;

• except in the ordinary course of business consistent with past practice, make or change any material express or deemed tax election or file any material tax return;

• file any amended tax return;

• change any of its methods of reporting income or deductions for tax purposes;

• change the entity classification of Investors or any of its subsidiaries;

• consent to any extension or waiver of the limitation period applicable to any material tax claim or assessment;

• take any other action with respect to taxes that is outside the ordinary and usual course of business or inconsistent with past practice;

• make application for the opening, relocation or closing of any, or open, relocate or close any, branch office, loan production office or other significant office or operations facility of Investors or any of its subsidiaries;

• enter into any new line of business or change in any material respect Investors’ lending, investment, underwriting, risk and asset liability management and other banking and operating, securitization and servicing policies or businesses, as applicable (including (i) any change in the maximum ratio or similar limits as a percentage of its capital exposure applicable with respect to its loan portfolio or any segment thereof, and (ii) any material change or increase with respect to Investors’ cash surrender value business), except as required by applicable law or policies imposed by any governmental authority;

• other than in the ordinary course of business consistent with past practice, make any material changes in its policies and practices with respect to (i) underwriting, pricing, originating, acquiring, selling,

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servicing, or buying or selling rights to service loans or (ii) Investors’ hedging practices and policies, in each case except as required by law or requested by a governmental authority; or

• agree or commit to do any of the foregoing.

Citizens has also agreed as to itself and its subsidiaries that, after the date of the merger agreement and prior to the effective time (unless Investors otherwise approves in writing, and except as otherwise expressly contemplated by the merger agreement or as set forth in the confidential disclosure schedules and except as required by applicable law, it will not and will cause each of its subsidiaries not to:

• take any action or omit to take any action that is intended to or would reasonably be likely to result in (i) any of Citizens’ representations and warranties set forth in the merger agreement being or becoming untrue in any material respect at any time at or prior to the effective time, (ii) any of the conditions to the merger not being satisfied in a timely manner, (iii) the merger being prevented or impeded from qualifying as a reorganization within the meaning of Section 368 of the Code, or (iv) a material violation of any provision of the merger agreement;

• amend the Citizens charter or the Citizens bylaws, or the organizational documents of any of its subsidiaries, in each case in a manner that would adversely affect the holders of Investors common stock relative to all other holders of Citizens common stock;

• adjust, split, combine or reclassify any capital stock of Citizens or make, declare or pay any extraordinary dividend on any capital stock of Citizens; or

• enter into any contract with respect to, or otherwise agree or commit to do, any of the foregoing.

Regulatory Matters

Citizens and Investors have agreed to cooperate and use their reasonable best efforts to prepare and file, or in the case of Citizens cause to be filed, all documentation to effect all necessary notices, reports and other filings and to obtain all permits, consents, approvals and authorizations necessary or advisable to be obtained from any third parties and/or governmental authorities in order to consummate the merger, the bank merger or any of the other transactions contemplated in the merger agreement. Citizens is required to make any initial filings with governmental authorities as soon as reasonably practicable after entering into the merger agreement.

Nothing contained in the merger agreement will be deemed to require Citizens or any of its subsidiaries to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining such permits, consents, approvals and authorizations of governmental entities that would reasonably be likely, in each case following the effective time (but regardless when the action, condition or restriction is to be taken or implemented), to have a material adverse effect on Citizens (measured on a scale relative to Investors) or a material adverse effect on Investors.

Investors Stockholder Meeting; Withdrawal of Recommendation

Investors has agreed to take, in accordance with applicable law and its charter and bylaws, all action necessary to convene as soon as practicable after the registration statement of which this proxy statement/prospectus forms a part is declared effective (and will in any event use reasonable best efforts to convene such meeting no later than forty-five (45) calendar days after the registration statement is declared effective), a special meeting or meetings of its stockholders duly called and held for such purposes to consider and to obtain the approval of the merger agreement and the merger by the affirmative vote or requisite consent of the holders of a majority of the outstanding shares of Investors common stock entitled to vote at the Investors stockholder meeting, which we refer to as the “requisite Investors stockholder approval.”

The Investors board will at all times prior to and during such special meeting recommend such approval and use its reasonable best efforts to solicit such approval by its stockholders. Unless the merger agreement has

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terminated in accordance with its terms, the merger agreement and the merger will be submitted to the Investors stockholders at the Investors stockholder meeting whether or not (i) Investors’ board has effected a change of recommendation or (ii) any acquisition proposal has been publicly proposed or announced or otherwise submitted to Investors or any of its advisors. The Investors board and each of its committees will not: (i) withhold, withdraw, qualify or modify (or publicly propose or resolve to withhold, withdraw, qualify or modify), in a manner adverse to Citizens, the Investors board recommendation with respect to the merger; or (ii) cause or permit Investors to enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (other than a confidentiality agreement referred to and entered into in compliance with the merger agreement) relating to any acquisition proposal made to Investors.

However, prior to the time, but not after, the requisite Investors stockholder approval is obtained, the Investors board may withhold, withdraw or adversely modify its recommendation in connection with approving, recommending or otherwise declaring advisable any “superior proposal” (as defined in “—No Solicitation” below) made to Investors after the date of the merger agreement, if the Investors board determines in good faith, after consultation with outside counsel, that the failure to take such action would more likely than not result in a violation of the directors’ fiduciary duties under applicable law; provided, however, that no such change of recommendation may be made until after (i) at least three (3) business days following Citizens’ receipt of notice from Investors advising that the Investors board intends to take such action and the basis therefor, including the identity of the party making the acquisition proposal and the material terms and conditions of the proposal or offer and (ii) Investors has negotiated in good faith to permit Citizens to modify the merger agreement during such three (3) business day period. In determining whether to make a change of recommendation, the Investors board must take into account any changes to the terms of the merger agreement proposed by Citizens and any other information provided by Citizens in response to such notice.

Investors will not, without the prior written consent of Citizens, adjourn or postpone the special meeting; provided that Investors may, without the prior written consent of Citizens, adjourn or postpone the special meeting (i) if, as of the time for which the special meeting is originally scheduled (as set forth in this prospectus/proxy statement), there are insufficient shares of Investors common stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the special meeting, (ii) after consultation with Citizens, if the failure to adjourn or postpone the special meeting would reasonably be expected to be a violation of applicable law for the distribution of any required supplement or amendment to the prospectus/proxy statement, or (iii) after consultation with Citizens, for a single period not to exceed ten (10) business days, to solicit additional proxies if necessary to obtain the requisite Investors stockholder approval. Citizens may require Investors to adjourn, delay or postpone the special meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is five (5) business days prior to the end date) to solicit additional proxies necessary to obtain the requisite Investors stockholder approval. Once Investors has established a record date for the special meeting, Investors will not change such record date or establish a different record date for the special meeting without the prior written consent of Citizens, unless required to do so by applicable law or the Investors charter or the Investors bylaws or in connection with a postponement or adjournment of the special meeting permitted by the merger agreement. Without the prior written consent of Citizens, the requisite Investors stockholder approval will be the only matter that Investors will propose to be acted on by the stockholders of Investors at the special meeting (other than other matters of the type customarily brought before a meeting of stockholders in connection with the approval of a merger agreement or the transactions contemplated in the merger agreement).

See also “—Termination of the Merger Agreement” and “—Termination Fee” beginning on page 107 of this proxy statement/prospectus.

No Solicitation

Investors has agreed that neither it nor any of its subsidiaries nor any of their respective officers, directors, employees and affiliates will, and that it will direct and use its reasonable best efforts to cause its and its

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subsidiaries’ agents and representatives (including any financial advisor, attorney or accountant retained by it or acting on its behalf) not to, directly or indirectly, initiate, solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer with respect to an acquisition proposal. Investors has further agreed that neither it nor any of its subsidiaries nor any of their respective officers, directors, employees and affiliates will, and that it will direct and use its reasonable best efforts to cause its agents and representatives (including any financial advisor, attorney or accountant retained by it or acting on its behalf) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an acquisition proposal, or otherwise facilitate any effort or attempt to make or implement an acquisition proposal. However, nothing contained in the merger agreement will prevent Investors or the Investors board from (i) complying with Rule 14d-9 and Rule 14d-2 under the Exchange Act with respect to an acquisition proposal; provided, that such rules will in no way eliminate or modify the effect that any action pursuant to such rules would otherwise have under the merger agreement; (ii) at any time prior, but not after, the requisite Investors stockholder approval is obtained, providing information in response to a request by a person who has made an unsolicited bona fide written acquisition proposal if Investors receives from the person so requesting such information an executed confidentiality agreement on terms not less restrictive in the aggregate to the other party than those contained in the confidentiality agreement between Citizens and Investors; or (iii) engaging in any negotiations or discussions with any person who has made an unsolicited bona fide written acquisition proposal if and only to the extent that, in each such case referred to in clause (ii) or (iii) above, the Investors board determines in good faith (after consultation with outside legal counsel) that (x) such acquisition proposal is reasonably likely to result in a superior proposal and (y) the failure to take such action would more likely than not violate the directors’ fiduciary duties under applicable law. Investors has agreed that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted prior to the date of the merger agreement with respect to any acquisition proposals.

Investors has also agreed that it will take the necessary steps to promptly inform its and its subsidiaries respective officers, directors, employees, affiliates, representative and agents of the obligations related to the non-solicit of acquisition proposals. Investors has agreed that it will notify Citizens promptly, but in no event later than the next succeeding business day, if any such inquiries, proposals or offers are received by, any such information is requested from, or any such discussions or negotiations are sought to be initiated or continued with, any of its representatives, indicating, in connection with such notice, the name of such person and the material terms and conditions of any proposal or offer and will keep Citizens informed, on a current basis, of the status and terms of any such proposals or offers and the status of any such discussions or negotiations.

For purposes of the merger agreement, “acquisition proposal” means (i) any proposal, offer or inquiry with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, share exchange, business combination or similar transaction involving Investors or any of its subsidiaries that if consummated, would result in any person (or the stockholders of any person) owning 25% or more of the total voting power of Investors or the surviving entity in a merger involving such party or the resulting parent company of such surviving entity and (ii) any proposal or offer to acquire in any manner, directly or indirectly, 25% or more of the total voting power of any class of equity securities of Investors or those of any of its subsidiaries or 25% or more of Investors’ consolidated total assets (including equity securities of its subsidiaries), in each case other than the transactions contemplated by the merger agreement.

For purposes of the merger agreement, “superior proposal” means an unsolicited bona fide acquisition proposal (provided that for purposes of the definition of “superior proposal” the references to “25%” in the definition of “acquisition proposal” will instead refer to “50%”) that the Investors board (in consultation with its financial advisors and outside counsel) has determined in its good faith judgment is reasonably likely to be consummated in accordance with its terms, taking into account all legal, financial and regulatory aspects of the proposal and the person making the proposal, and if consummated, would result in a transaction more favorable to the holders of Investors common stock from a financial point of view than the transaction contemplated by the merger agreement (after taking into account any revisions to the terms of the transaction contemplated by the merger agreement and the time likely to be required to consummate such acquisition proposal).

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Employee Matters

From the effective time through the first (1st) anniversary thereof, unless otherwise mutually determined in writing by Investors and Citizens prior to the effective time (which we refer to as the “continuation period”), Citizens will provide, or cause to be provided, to each of the employees of Investors and its subsidiaries as of immediately prior to the effective time who continue employment with Citizens or any of its subsidiaries following the effective time (such employees, the “continuing employees”) with (i) base salary or base wage that is no less than the base salary or base wage provided by Investors and the Investors subsidiaries to each such continuing employee immediately prior to the effective time, (ii) target annual cash bonus opportunities that are no less favorable than the target annual cash bonus opportunities provided by Investors and the Investors subsidiaries to each such continuing employee immediately prior to the effective time, (iii) employee benefits (other than defined benefit plan benefits, employee stock ownership plan opportunities, change in control benefits and equity-based incentive opportunities) that are substantially comparable in the aggregate either to those provided to the continuing employees immediately prior to the effective time or to similarly situated employees of Citizens. During the continuation period, each continuing employee who is not a party to an individual agreement providing for severance or termination benefits and is terminated under severance qualifying circumstances will be eligible to receive severance cash benefits as described in the confidential disclosure schedules, subject to such employee’s execution and non-revocation of a release of claims.

With respect to any employee benefit plans of Citizens or Citizens subsidiaries in which any continuing employees become eligible to participate on or after the effective time (“new plans”), Citizens and Citizens subsidiaries will use commercially reasonable efforts to (i) cause any pre-existing conditions or limitations and eligibility waiting periods under any group health plans of Citizens or its affiliates to be waived with respect to the continuing employees and their eligible dependents, (ii) give each continuing employee credit for the plan year in which the effective time occurs towards applicable deductibles, co-payments or coinsurance and annual out-of-pocket limits for medical expenses incurred prior to the effective time for which payment has been made and (iii) give each continuing employee service credit for such continuing employee’s employment with Investors and its subsidiaries for all purposes under each applicable new plan, as if such service had been performed with Citizens, except for benefit accrual under defined benefit pension plans, for purposes of qualifying for subsidized early retirement benefits or to the extent it would result in a duplication of benefits.

If requested by Citizens in writing delivered to Investors not less than twenty (20) business days before the closing date, the Investors board (or the appropriate committee of the Investors board) will adopt resolutions and take such corporate action as is necessary or appropriate to terminate the 401(k) plan (the “Investors 401(k) plan”), effective as of the day prior to the closing date and contingent upon the occurrence of the effective time. If Citizens requests that the Investors 401(k) plan be terminated, (i) Investors will provide Citizens with evidence that such plan has been terminated (the form and substance of which will be subject to reasonable review and comment by Citizens) not later than two (2) days immediately preceding the closing date, and (ii) the continuing employees will be eligible to participate, effective as of the effective time, in a 401(k) plan sponsored or maintained by Citizens or one of its subsidiaries (the “Citizens 401(k) plan”), it being agreed that there will be no gap in participation in a tax-qualified defined contribution plan for continuing employees. Citizens and Investors will take, or cause to be taken, any and all actions as may be required to permit current or former employees of Investors and the Investors subsidiaries to make rollover contributions to the Citizens 401(k) plan of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code) from the Investors 401(k) plan in the form of cash, notes (in the case of loans), Citizens common stock or a combination thereof.

Nothing in the merger agreement will confer upon any employee, officer, director or consultant of Citizens or Investors or any of their subsidiaries or affiliates any right to continue in the employ or service of the surviving entity, Investors, Citizens or any subsidiary or affiliate thereof, or will interfere with or restrict in any way the rights of the surviving entity, Investors, Citizens or any subsidiary or affiliate thereof to discharge or terminate the services of any employee, officer, director or consultant of Citizens or Investors or any of their subsidiaries or affiliates at any time for any reason whatsoever, with or without cause. Nothing in the merger agreement will be

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deemed to (i) establish, amend, or modify any Investors benefit plan or Citizens benefit plan or any other benefit or employment plan, program, agreement or arrangement, or (ii) alter or limit the ability of the surviving entity or any of its subsidiaries or affiliates to amend, modify or terminate any particular Investors benefit plan or Citizens benefit plan or any other benefit or employment plan, program, agreement or arrangement after the effective time. Without limiting the generality of the terms of the merger agreement, nothing in the merger agreement, express or implied, is intended to or will confer upon any person, including any current or former employee, officer, director or consultant of Citizens or Investors or any of their subsidiaries or affiliates, any right, benefit or remedy of any nature whatsoever under or by reason of the merger agreement.

Citizens expressly agreed to honor, effective from and after the effective time, each of the agreements entered into by Investors’ with its executives and identified in the confidential disclosure schedules and each of Investors’ benefit plans as in effect as of the effective time, each in accordance with their respective terms; it being understood that Citizens or any subsidiary of Citizens will not be limited in their ability to amend or terminate any Investors benefit plan in accordance with the terms of the applicable Investors benefit plan.

ESOP Matters

Prior to the closing date, Investors will take any and all actions and adopt such necessary resolutions to terminate the employee stock ownership plan, which we refer to as the “ESOP,” effective as of the date immediately preceding the closing date and adopt such amendments to the ESOP to terminate the ESOP and effectuate the provisions of the merger agreement. The ESOP amendments will provide that (i) all ESOP participant accounts will be fully vested, (ii) no new participants will be admitted to the ESOP on or after the ESOP termination date, and (iii) no additional benefits will accrue to any ESOP participant with respect to services performed on or after the closing date. The form and substance of all such resolutions and amendments will be subject to the review and approval of Citizens, which will not be unreasonably withheld, and Investors will deliver to Citizens an executed copy of the resolutions and amendments as soon as practicable following their adoption by the Investors board and will fully comply with such resolutions and amendments.

In connection with the termination of the ESOP and the merger, Investors will cause all outstanding indebtedness of the ESOP (including any loan made to the ESOP) to be satisfied in full at least five (5) business days prior to the closing date. Investors will cancel or offset the loan made to the ESOP (including accrued interest thereon) in exchange for unallocated shares attributable to such loan having an aggregate fair market value that is not more than the outstanding amount of such loan plus accrued interest. This will result in the cancellation of both the loan receivable and payable on the books of Investors. Any remaining shares of Investors common stock held by the ESOP trust after repayment of the loan made to the ESOP will be converted into shares of Citizens common stock in accordance with the terms of the merger agreement, and the balance of the unallocated shares and any other unallocated assets remaining in the ESOP’s suspense account after satisfaction of such loan and conversion of the shares of Investors common stock into Citizens common stock will be allocated as earnings to the accounts of the ESOP participants who are employed as of the date of termination of the ESOP based on their account balances under the ESOP as of such date. Prior to the closing date, Investors will provide Citizens with documentary evidence sufficient to show that all outstanding indebtedness of the ESOP (including any loan made to the ESOP) has been satisfied in full.

As soon as practicable after the date of the merger agreement but prior to the closing date, Investors will file or cause to be filed all necessary documents with the IRS for a determination letter for termination of the ESOP. Investors, and following the effective time, Citizens, will adopt any amendments to the ESOP as may be reasonably required by the Internal Revenue Service (the “IRS”) as a condition to granting such favorable determination letter on termination. As soon as practicable following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in ESOP will either be distributed to participants and beneficiaries or transferred to an eligible tax qualified retirement plan or individual retirement account as a participant or beneficiary may direct.

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Indemnification and Insurance

The merger agreement provides that from and after the effective time, Citizens and the surviving corporation will indemnify and hold harmless each present and former director and officer of Investors against all costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of actions or omissions in their capacity as officers and directors and occurring at or prior to the effective time (including the transactions contemplated by the merger agreement), whether asserted or claimed prior to, at or after the effective time, to the fullest extent permitted under applicable law or required or permitted under the Investors charter and/or the Investors bylaws (and Citizens or the surviving corporation will also advance expenses as incurred to the fullest extent permitted under applicable law or permitted or required under the Investors charter and/or the Investors bylaws; provided, however, the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification). Further, the surviving corporation will assume, perform and observe the obligations of Investors under any agreements in effect as of the date of the merger agreement to indemnify those persons who are or have at any time been directors and officers of Investors for their acts and omissions occurring at or prior to the effective time in their capacity as officers or directors. The surviving corporation will reasonably cooperate with Investors indemnified parties, and Investors indemnified parties will reasonably cooperate with the surviving corporation, in the defense of any such claim, action, suit, proceeding or investigation.

Citizens will or, with the prior written consent of Citizens, Investors may, purchase, at or prior to the effective time, a six (6)-year prepaid “tail” policy on terms and conditions providing substantially equivalent benefits as the current policies of the directors’ and officers’ liability insurance maintained by Investors and its subsidiaries with respect to matters arising at or prior to the effective time, covering without limitation the merger and the other transactions contemplated in the merger agreement, at an aggregate cost up to but not exceeding three hundred percent (300%) of the current annual premium for such insurance. If such prepaid “tail” policy has been obtained prior to the effective time, Citizens will cause such policy to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by the surviving corporation, and no other party will have any further obligation to purchase or pay for insurance under the merger agreement.

If the surviving corporation or any of its successors or assigns will (i) consolidate with or merge into any other corporation or entity and will not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfer all or substantially all of its properties and assets to any other person, then, and in each case, proper provision will be made so that the successors and assigns of the surviving corporation will assume the obligations set forth in the merger agreement.

Certain Additional Covenants

The merger agreement also contains additional covenants, including, among others, (a) covenants relating to the filing of this proxy statement/prospectus; (b) access to information; (c) the listing of shares of Citizens common stock to be issued in the merger and the delisting and deregistration of Investors common stock; (d) coordination with respect to litigation relating to the merger; (e) public announcements with respect to the transactions contemplated by the merger agreement; (f) obtaining third-party consents; (g) coordination of dividend declarations and (h) the assumption of Investors’ subordinated notes.

Conditions to Completion of the Merger

Each of Citizens’ and Investors’ obligations to effect the merger is subject to the satisfaction or written waiver at or prior to the effective time of each of the following conditions:

• the approval of the merger agreement and the merger by the affirmative vote or requisite consent of the holders of a majority of the outstanding shares of Investors common stock entitled to vote at the Investors stockholder meeting having been obtained;

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• no governmental authority of competent jurisdiction having been enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the merger, the bank merger or the other transactions contemplated by the merger agreement;

• the registration statement, of which this proxy statement/prospectus forms a part, having become effective under the Securities Act, and no stop order suspending the effectiveness of the registration statement has been issued, and no proceedings for that purpose have been initiated or be threatened, by the SEC;

• (i) all consents, registrations, approvals, permits and authorizations required to be obtained prior to the effective time by Citizens or Investors or any of their respective subsidiaries under (a) to the extent required, the HSR Act and (b) from the Federal Reserve Board and the OCC, which are necessary to consummate the merger and the bank merger, and (ii) any other consents, registrations, approvals, permits and authorizations from any governmental authority the failure of which to be obtained would reasonably expected to have, individually or in the aggregate, a material adverse effect on Citizens (measured on a scale relative to Investors) or a material adverse effect on Investors, having been made or obtained (as the case may be) and remaining in full force and effect and all statutory waiting periods in respect of each of the foregoing having expired;

• the shares of Citizens common stock issuable pursuant to the merger agreement having been authorized for listing on the NYSE, subject to official notice of issuance;

• the accuracy of the representations and warranties of the other party contained in the merger agreement, as of the date of the merger agreement and as of the closing date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date), subject to the materiality standards provided in the merger agreement (and the receipt by each party of a certificate signed on behalf of the other party by an executive officer, dated as of the closing date, to such effect);

• the performance by the other party in all material respects of all obligations required to be performed by it under the merger agreement at or prior to the effective time (and the receipt by each party a certificate signed by an executive officer of the other party, dated as of the closing date, to such effect);

• no event having occurred or circumstance arisen that, individually or taken together with all other facts, circumstances or events, has had or would reasonably be expected to have a material adverse effect on each party; and

• receipt by such party of an opinion of legal counsel, dated the closing date, to the effect that on the basis of facts, representations and assumptions set forth or referred to in such opinion, the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

Termination of the Merger Agreement

The merger agreement can be terminated and the merger may be abandoned at any time prior to the effective time, whether before or after the Investors stockholder approval, in the following circumstances:

• by action of the board of directors of either Citizens or Investors, in the event that both parties mutually consent in writing to terminate the merger agreement;

• by action of the board of directors of either Citizens or Investors, in the event that the merger is not consummated by July 28, 2022, which we refer to as the “end date”; provided that the end date may be extended to October 28, 2022 by either Citizens or Investors by written notice to the other party if the closing has not occurred by such date, and on such date the mutual closing conditions under the merger agreement have not been satisfied or waived and each of the other conditions to consummation of the merger has been satisfied, waived or remains capable of being satisfied, except to the extent that the

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failure of the merger then to be consummated arises out of or results from the knowing action or inaction of the party seeking to terminate the merger agreement which action or inaction is in violation of its obligations under the merger agreement;

• by action of the board of directors of either Citizens or Investors if (i) the approval of any governmental authority required for consummation of the merger, the bank merger or the other transactions contemplated by the merger agreement has been denied by final and nonappealable action of such governmental authority, or an application has been permanently withdrawn by mutual agreement of Citizens and Investors at the request or suggestion of a governmental authority, or (ii) Investors stockholder approval is not obtained at the duly convened special meeting of Investors stockholders (including any adjournments or postponements of such meetings), as applicable;

• by action of the Investors board if there has been a breach of any representation, warranty, covenant or agreement made by Citizens, such that if continuing on the closing date, one of the conditions to completion of the merger of Investors would not be satisfied and such breach or condition is not curable or, if curable, is not cured within thirty (30) calendar days after written notice thereof is given by Investors (or such shorter period as remaining prior to the end date); provided that Investors is not then in material breach of any representation, warranty, covenant or agreement;

• by action of the Citizens board if there has been a breach of any representation, warranty, covenant or agreement made by Investors, such that if continuing on the closing date, one of the conditions to completion of the merger of Citizens would not be satisfied and such breach or condition is not curable or, if curable, is not cured within thirty (30) calendar days after written notice thereof is given by Citizens (or such shorter period as remaining prior to the end date); provided that Citizens is not then in material breach of any representation warranty, covenant or agreement; and

• at any time prior to the Investors stockholder approval, by action of the Citizens board, in the event (i) Investors has breached in any material respect its obligations relating to non-solicitation of acquisition proposals; (ii) the Investors board has effected a change of recommendation; (iii) at any time after the end of ten (10) business days following receipt of an acquisition proposal, the Investors board has failed to reaffirm its board recommendation as promptly as practicable (but in any event within five (5) business days) after receipt of any written request to do so by Citizens; or (iv) a tender offer or exchange offer for outstanding shares of Investors common stock has been publicly disclosed (other than by Citizens or an affiliate of Citizens) and the Investors board recommends that its stockholders tender their shares in such tender or exchange offer or, within ten (10) business days after the commencement of such tender or exchange offer, the Investors board fails to recommend unequivocally against acceptance of such offer.

Effect of Termination

If the merger agreement is terminated, it will become void and have no effect, except that (a) Investors will pay a termination fee to Citizens as described below as provided in the merger agreement and described below and (b) no such termination will relieve any party of any liability or damages arising out of its fraud or its willful and material breach of any provision of the merger agreement.

Termination Fee

Investors will be required to pay Citizens a termination fee of $140 million in cash within two (2) business days after the date of termination if the merger agreement is terminated in either of the following circumstances:

• In the event that (i) an acquisition proposal has been made to Investors or its stockholders generally or any person has publicly announced (and not withdrawn at least two (2) business days prior to the Investors stockholder meeting) an acquisition proposal with respect to Investors, (ii) thereafter the merger agreement is terminated by either Citizens or Investors (a) for failure of the merger to be

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consummated by the end date and Investors stockholder approval has not been obtained or (b) as a result of a willful and material breach, and, in either case, Investors stockholder approval has not been obtained, and (iii) within twelve (12) months of the termination of the merger agreement, Investors enters into a definitive agreement with respect to or consummates an acquisition proposal. For purposes of the foregoing, all references in the definition of acquisition proposal to “25%” will instead refer to “50%.”

• In the event that the merger agreement is terminated by Citizens pursuant to the last bullet set forth under “—Termination of the Merger Agreement” above.

Waiver and Amendment

Prior to the effective time, any provision of the merger agreement may be (i) waived in whole or in part by the party benefited by the provision or by both parties or (ii) amended or modified at any time, by an agreement in writing between the parties executed in the same manner as the merger agreement, except that after the Investors stockholder approval is obtained, the merger agreement may not be amended if it would reduce the aggregate value of the consideration to be received by the Investors stockholders in the merger without any subsequent approval by such stockholders or be in violation of applicable law.

Expenses

All costs and expenses incurred in connection with merger agreement and the merger, the bank merger and the other transactions contemplated by the merger agreement will be paid by the party incurring such expense.

Governing Law; Jurisdiction

The merger agreement is governed by and will be construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law. The parties agree that any action or proceeding in respect of any claim arising out of or related to the merger agreement or the transactions contemplated thereby will be brought exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal or state court of competent jurisdiction located in the State of Delaware.

Specific Performance

Citizens and Investors agree that irreparable damage would occur if any provision of the merger agreement were not performed in accordance with the terms thereof and, accordingly, that the parties will be entitled to specific performance of the terms of the merger agreement, including an injunction or injunctions to prevent breaches of the merger agreement or to enforce specifically the performance of the terms and provisions thereof (including the parties’ obligation to consummate the merger), in addition to any other remedy to which they are entitled at law or in equity.

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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

The following general discussion sets forth the anticipated material United States federal income tax consequences of the merger to U.S. holders (as defined below) of Investors common stock that exchange their shares of Investors common stock for shares of Citizens common stock and cash in the merger. This discussion does not address any tax consequences arising under the laws of any state, local or foreign jurisdiction, or under any United States federal laws other than those pertaining to income tax. This discussion is based upon the Internal Revenue Code of 1986, as amended, the regulations promulgated under the Code and court and administrative rulings and decisions, all as in effect on the date of this proxy statement/prospectus. These laws may change, possibly retroactively, and any change could affect the accuracy of the statements and conclusions set forth in this discussion.

This discussion addresses only those Investors common stockholders that hold their shares of Investors common stock as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment). Further, this discussion does not address all aspects of United States federal income taxation that may be relevant to you in light of your particular circumstances or that may be applicable to you if you are subject to special treatment under the United States federal income tax laws, including if you are:

• a financial institution;

• a tax-exempt organization;

• an S corporation or other pass-through entity (or an investor in an S corporation or other pass-through entity);

• an insurance company;

• a mutual fund;

• a dealer or broker in stocks and securities, or currencies;

• a trader in securities that elects mark-to-market treatment;

• a holder of Investors common stock subject to the alternative minimum tax provisions of the Code;

• a holder of Investors common stock that received Investors common stock through the exercise of an employee stock option, through a tax qualified retirement plan or otherwise as compensation;

• a person that is not a U.S. holder (as defined below);

• a person that has a functional currency other than the U.S. dollar;

• a holder of Investors common stock that holds Investors common stock as part of a hedge, straddle, constructive sale, conversion or other integrated transaction; or

• a United States expatriate.

In addition, the discussion does not address any alternative minimum tax or any state, local or foreign tax consequences of the merger, nor does it address any tax consequences arising under the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010. Determining the actual tax consequences of the merger to you may be complex. They will depend on your specific situation and on factors that are not within the control of Investors or Citizens. You should consult with your own tax advisor as to the tax consequences of the merger in your particular circumstances.

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of Investors common stock that is for United States federal income tax purposes (a) an individual citizen or resident of the United States, (b) a corporation, or entity treated as a corporation, organized in or under the laws of the United States or any state thereof or the District of Columbia, (c) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (d) an estate, the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source.

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The United States federal income tax consequences to a partner in an entity or arrangement that is treated as a partnership for United States federal income tax purposes and that holds Investors common stock generally will depend on the status of the partner and the activities of the partnership. Partners in a partnership holding Investors common stock should consult their own tax advisors.

Tax Consequences of the Merger

The parties intend for the merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. It is a condition to Citizens’ obligation to complete the merger that Citizens receive an opinion from Sullivan & Cromwell LLP, dated the closing date of the merger, to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. It is a condition to Investors’ obligation to complete the merger that Investors receive an opinion from Luse Gorman, PC, dated the closing date of the merger, to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. These opinions will be based on representation letters provided by Citizens and Investors and on customary factual assumptions. Neither of the opinions described above will be binding on the Internal Revenue Service. Citizens and Investors have not sought and will not seek any ruling from the Internal Revenue Service regarding any matters relating to the merger, and as a result, there can be no assurance that the Internal Revenue Service will not assert, or that a court would not sustain, a position contrary to any of the conclusions set forth below.

As a “reorganization” within the meaning of Section 368(a) of the Code, the tax consequences upon exchanging your Investors common stock for Citizens common stock and cash (other than cash received in lieu of a fractional share), are as follows. You generally will recognize gain (but not loss) in an amount equal to the lesser of (a) the amount of gain realized (i.e., the excess of the sum of the amount of cash and the fair market value of the Citizens common stock received pursuant to the merger over your adjusted tax basis in the shares of Investors common stock surren