MLVF Malvern Bancorp Inc

We cordially invite you to attend the annual meeting of shareholders of First Bank, to be held on April 28, 2023 at 10:00 a.m., Eastern Time, at The Stone Terrace, 2275 Kuser Road, Hamilton, New Jersey 08690 (“First Bank Shareholder Meeting”).

At the First Bank Shareholder Meeting, shareholders will be asked to (i) elect ten (10) directors to First Bank’s board of directors to serve until the 2024 Annual Meeting, (ii) approve, on an advisory basis, the 2022 compensation paid to First Bank’s named executive officers as disclosed in the attached proxy statement/offering circular, (iii) to ratify the appointment of BDO USA, LLP as First Bank’s independent registered public accounting firm for the fiscal year ending December 31, 2023, (iv) vote on annual frequency of a shareholder advisory vote on executive compensation, (v) approve the proposed merger with Malvern Bancorp, Inc. (“Malvern Bancorp”) and its wholly owned subsidiary, Malvern Bank, National Association (“Malvern Bank”) pursuant to the Agreement and Plan of Merger, dated as of December 13, 2022 by and among First Bank, Malvern Bancorp, and Malvern Bank (the “merger agreement”) and related matters (the “First Bank merger proposal”), (vi) approve a proposal to increase the size of the First Bank board of directors in order to appoint three (3) members of the Malvern Bancorp board of directors to the First Bank board of directors upon consummation of the merger (the “First Bank board increase proposal”), and (vii) approve a proposal to adjourn the First Bank annual meeting if necessary and appropriate, to solicit additional proxies in favor of the merger-related proposals listed above (the “First Bank adjournment proposal”).

On December 13, 2022, Malvern Bank, Malvern Bancorp, and First Bank agreed to a strategic business combination in which Malvern Bancorp will merge with and into First Bank (through a newly created merger subsidiary of First Bank), immediately followed by the merger of Malvern Bank with and into First Bank, with First Bank as the surviving institution (collectively, the “merger”). If the merger is completed, each share of Malvern Bancorp common stock issued and outstanding immediately prior to the merger will be converted into the right to receive 0.7733 shares of First Bank common stock and $7.80 in cash, subject to possible adjustment as described in this joint proxy statement/offering circular. First Bank shareholders will retain their shares of First Bank common stock. Shares of First Bank common stock are listed on the Nasdaq Global Market under the ticker symbol “FRBA” and shares of Malvern Bancorp common stock are listed on the Nasdaq Global Market under the ticker symbol “MLVF.”

Malvern Bancorp will also hold a special meeting of its shareholders in connection with the merger to adopt the merger agreement and related matters as described in the accompanying joint proxy statement/offering circular.

Your vote is very important. We cannot complete the merger unless First Bank shareholders approve each of the First Bank merger proposal and the First Bank board increase proposal. The First Bank merger proposal must be approved by the affirmative vote of the holders of at least two-thirds of the shares of First Bank common stock outstanding on the record date. The First Bank board increase proposal must be approved by the affirmative vote of a majority of the votes cast by First Bank shareholders at the First Bank Shareholder Meeting. Only First Bank shareholders of record as of March 10, 2023 are entitled to receive notice of, and vote at, the First Bank Shareholder Meeting. Regardless of whether or not you plan to attend the First Bank Shareholder Meeting, please complete and mail the enclosed proxy card and send it to us, or vote by telephone or internet following the instructions provided on the proxy card.

The First Bank board of directors unanimously recommends that First Bank shareholders vote “FOR” the First Bank board nominees, “FOR” the advisory vote to approve the 2022 compensation paid

to First Bank’s named executive officers, “FOR” the appointment of BDO USA, LLP as First Bank’s independent registered public accounting firm for the fiscal year ending December 31, 2023, “1 YEAR” annual frequency of a shareholder advisory vote on executive compensation, “FOR” the First Bank merger proposal, “FOR” the First Bank board increase proposal and “FOR” any other matters to be considered at the First Bank Shareholder Meeting.

The accompanying joint proxy statement/offering circular describes the First Bank Shareholder Meeting, the Malvern Bancorp special meeting, the merger, the documents related to the merger and other related matters. Please carefully read the entire joint proxy statement/offering circular, including “Risk Factors” beginning on page 21, for a discussion of the risks relating to the proposed merger and related matters.

Neither the Federal Deposit Insurance Corporation, the Securities and Exchange Commission, nor any other bank regulatory agency or state securities commission has determined if this joint proxy statement/offering circular is truthful or complete. Any representation to the contrary is a criminal offense.

The shares of First Bank common stock to be issued in the merger are not savings accounts, deposits or other obligations of a bank or depository institution and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

This joint proxy statement/offering circular is dated [•] 2023, and is first being mailed to the shareholders of First Bank and Malvern Bancorp on or about [•] 2023.

On December 13, 2022, Malvern Bank, National Association (“Malvern Bank”), Malvern Bancorp, Inc., the holding company for Malvern Bank (“Malvern Bancorp”), and First Bank agreed to a strategic business combination in which Malvern Bancorp will merge with and into First Bank (through a newly created merger subsidiary of First Bank), immediately followed by the merger of Malvern Bank with and into First Bank, with First Bank as the surviving institution (collectively, the “merger”). If the merger is completed, each share of Malvern Bancorp common stock issued and outstanding immediately prior to the merger will be converted into the right to receive 0.7733 shares of First Bank common stock and $7.80 in cash, subject to possible adjustment as described in this joint proxy statement/offering circular. Shares of First Bank common stock are listed on the Nasdaq Global Market under the ticker symbol “FRBA” and shares of Malvern Bancorp common stock are listed on the Nasdaq Global Market under the ticker symbol “MLVF.”

We are sending you this joint proxy statement/offering circular to notify you of, and invite you to, the special meeting of Malvern Bancorp shareholders (the “Malvern Bancorp special meeting”) being held to consider the Agreement and Plan of Merger dated as of December 13, 2022 by and among First Bank, Malvern Bancorp and Malvern Bank (the “merger agreement”), and related matters, and to ask you to vote at the Malvern Bancorp special meeting “FOR” adoption of the merger agreement (the “Malvern merger proposal”), among other matters.

First Bank will also hold a meeting of its shareholders in connection with the merger. First Bank shareholders will be asked to vote on a proposal to approve the merger agreement and the transactions contemplated thereby, including the issuance of First Bank common stock to holders of Malvern Bancorp common stock pursuant to the merger agreement (the “First Bank merger proposal”), as well as a proposal to approve an increase in the size of the First Bank board of directors in order to appoint three members of the Malvern Bancorp board of directors to the First Bank board of directors upon consummation of the merger (the “First Bank board increase proposal”) and other matters as described in the accompanying joint proxy statement/offering circular.

Your vote is very important. We cannot complete the merger unless Malvern Bancorp shareholders approve the Malvern merger proposal. The Malvern merger proposal must be approved by the affirmative vote of a majority of the votes cast by Malvern Bancorp shareholders at the Malvern Bancorp special meeting. Only Malvern Bancorp shareholders of record as of March 10, 2023 are entitled to receive notice of, and vote at, the Malvern Bancorp special meeting. Regardless of whether or not you plan to attend the Malvern Bancorp special meeting, please complete and mail the enclosed proxy card to us, or vote by telephone or internet following the instructions provided on the proxy card. The Malvern Bancorp special meeting will be held virtually online at www.virtualshareholdersmeeting.com/MLVF2023SM on Friday, April 28, 2023 at 10:00 a.m., Eastern Time.

The Malvern Bancorp board of directors unanimously recommends that Malvern Bancorp shareholders vote “FOR” the adoption of the Malvern merger proposal and “FOR” the other matters to be considered at the Malvern Bancorp special meeting.

The accompanying joint proxy statement/offering circular describes the Malvern Bancorp special meeting, the First Bank Shareholder Meeting, the merger, the documents related to the merger, and other related matters. Please carefully read the entire joint proxy statement/offering circular, including “Risk Factors” beginning on page 21, for a discussion of the risks relating to the proposed merger and related matters.

Neither the Federal Deposit Insurance Corporation, the Securities and Exchange Commission, nor any other bank regulatory agency or state securities commission has determined if this joint proxy statement/offering circular is truthful or complete. Any representation to the contrary is a criminal offense.

The shares of First Bank common stock to be issued in the merger are not savings accounts, deposits or other obligations of a bank or depository institution and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

This joint proxy statement/offering circular is dated [•] 2023, and is first being mailed to the shareholders of First Bank and Malvern Bancorp on or about [•] 2023.

A meeting of the shareholders of First Bank (the “First Bank Shareholder Meeting”) will be held on April 28, 2023 at 10:00 a.m., Eastern Time, at The Stone Terrace, 2275 Kuser Road, Hamilton, New Jersey 08690, to vote upon the following matters:

Your vote is very important. We cannot complete the merger unless the First Bank shareholders approve each of the First Bank merger proposal and the First Bank board increase proposal. Only shareholders of record on March 10, 2023 are entitled to receive notice of, and to vote at, the First Bank Shareholder Meeting.

Information regarding the merger, the documents related to the merger, and other matters to be considered at the First Bank Shareholder Meeting are contained in the accompanying joint proxy statement/offering circular and its annexes.

Regardless of whether or not you plan to attend the First Bank Shareholder Meeting, please complete, sign and date the enclosed proxy card and return it promptly in the enclosed envelope or vote by telephone or internet using the instructions provided on the proxy card. It is important that your interests be represented at the First Bank Shareholder Meeting.

The First Bank board of directors unanimously recommends that First Bank shareholders vote “FOR” the First Bank board nominees, “FOR” the advisory vote to approve the 2022 compensation paid to First Bank’s named executive officers, “FOR” the appointment of BDO USA, LLP as First Bank’s independent registered public accounting firm for the fiscal year ending December 31, 2023, “1 YEAR” annual frequency of a shareholder advisory vote on executive compensation, “FOR” approval of the First Bank merger proposal, “FOR” the First Bank board increase proposal, and “FOR” the First Bank adjournment proposal.

Important notice regarding the availability of proxy materials for the First Bank Shareholder Meeting to be held on April 28, 2023: This joint proxy statement/offering circular, the form of proxy and our 2022 annual report are also available at www.firstbanknj.com.

This joint proxy statement/offering circular provides you with detailed information about the merger agreement and the merger and the other matters that will be considered at each of the shareholder meetings of First Bank and Malvern Bancorp. The boards of directors of First Bank and Malvern Bancorp encourage you to read this entire document carefully.

This joint proxy statement/offering circular also incorporates by reference important business and financial information about First Bank from documents filed by First Bank with the Federal Deposit Insurance Corporation (“FDIC”) that are not included in or delivered with this joint proxy statement/offering circular. You can obtain free copies of these documents filed with the FDIC, through the FDIC’s website at https://www.fdic.gov/ or by writing or calling:

This joint proxy statement/offering circular also incorporates by reference important business and financial information about Malvern Bancorp from documents filed by Malvern Bancorp with the Securities and Exchange Commission (“SEC”) that are not included in or delivered with this joint proxy statement/offering circular. You can obtain free copies of these documents filed with the SEC, through the SEC’s website at https://www.sec.gov/ or by writing or calling:

In order to obtain timely delivery of these documents, you should request the information by [•], 2023. See “Where You Can Find More Information” beginning on page 150 for additional information.

Neither Malvern Bancorp nor First Bank has authorized anyone to provide you with any information other than the information included in this document and the documents to which you are referred in this document. If someone provides you with other information, please do not rely on it as being authorized by Malvern Bancorp or First Bank.

This joint proxy statement/offering circular has been prepared as of [•], 2023. You should not assume that the information contained in this joint proxy statement/offering circular is accurate as of any date other than [•], 2023. You should not assume that the information incorporated by reference into this joint proxy statement/offering circular is accurate as of any date other than the date of the incorporated document. Neither our mailing of this joint proxy statement/offering circular to First Bank shareholders and Malvern Bancorp shareholders nor the issuance by First Bank of shares of First Bank common stock to Malvern Bancorp shareholders in connection with the merger will create any implication to the contrary.

This joint proxy statement/offering circular offers only the shares of First Bank common stock offered in the merger to Malvern Bancorp shareholders. This joint proxy statement/offering circular shall not constitute an offer to sell or the solicitation of an offer to buy any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation. The information contained in this joint proxy statement/offering circular with respect to First Bank, as well as the unaudited pro forma condensed combined financial information, were provided solely by First Bank, and the information contained in this joint proxy statement/offering circular with respect to Malvern Bancorp was provided solely by Malvern Bancorp.

The following are some questions that you may have regarding the merger of Malvern Bancorp with and into First Bank (through a newly created merger subsidiary of First Bank), immediately followed by the merger of Malvern Bank with and into First Bank, and the meetings of shareholders of Malvern Bancorp and First Bank, and brief answers to those questions. We urge you to read carefully the remainder of this joint proxy statement/offering circular because the information in this section does not provide all of the information that might be important to you with respect to the merger and the shareholder meetings. Additional important information is also contained in the documents incorporated by reference into this joint proxy statement/offering circular. See “Where You Can Find More Information” beginning on page 150.

As a joint proxy statement, it is being provided to:

Your vote is important. Accordingly, regardless of whether or not you plan to attend the First Bank Shareholder Meeting, we urge you to promptly submit your vote by telephone or internet according to the instructions on the proxy card or by signing, dating, and returning the accompanying proxy card. If you do attend, you may vote by ballot at the First Bank Shareholder Meeting, thereby canceling any proxy previously given. You can obtain additional information on voting, or request additional materials, by calling the First Bank proxy solicitor, Alliance Advisors, LLC at 973-873-7700.

Your vote is important. Accordingly, regardless of whether or not you plan to attend the Malvern Bancorp special meeting, we urge you to promptly submit your vote by telephone or internet according to the instructions on the proxy card, signing, dating, and returning the accompanying proxy card. If you do attend, you may vote virtually at the Malvern Bancorp special meeting, thereby canceling any proxy previously given. You can obtain additional information on voting, or request additional materials, by calling the Malvern Bancorp proxy solicitor, Alliance Advisors, LLC, at 866-584-0581

Some of the statements contained or incorporated by reference into this joint proxy statement/offering circular are “forward-looking statements” within the meaning of the Private Securities litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 (the “Securities Act”), and Section 21E of the Exchange Act. Any statement that does not describe historical or current facts is a forward-looking statement, including statements with respect to First Bank’s and Malvern Bancorp’s beliefs, goals, intentions and expectations regarding the proposed transaction, revenues, earnings, loan production, asset quality and capital levels, among other matters; our estimates of future costs and benefits of the actions we may take; our assessments of probable losses on loans; our assessments of interest rate and other market risks; our ability to achieve our financial and other strategic goals; the expected timing of completion of the proposed transaction; the expected cost savings, synergies and other anticipated benefits from the proposed transaction; and other statements that are not historical facts.

Forward-looking statements can typically be identified by words such as “believe,” “expect,” “anticipate,” “project,” “intend,” “target,” “estimate,” “continue,” “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. Forward-looking statements are based on current expectations, estimates and projections about First Bank’s and Malvern Bancorp’s businesses, beliefs of First Bank’s and Malvern Bancorp’s management and assumptions made by First Bank’s and Malvern Bancorp’s management. These statements are not guarantees of future performance and are subject to numerous risks, uncertainties and assumptions (together, “Future Factors”) that are difficult to predict, change over time, and many of which are beyond the control of First Bank and Malvern Bancorp. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements.

Future Factors include, among others:

Future Factors relating to the proposed merger include, among others:

For any forward-looking statements made in this joint proxy statement/offering circular or in any documents incorporated by reference into this joint proxy statement/offering circular, First Bank and Malvern Bancorp 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. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this joint proxy statement/offering circular or the dates of the documents incorporated by reference in this joint proxy statement/offering circular. Annualized, pro forma, projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results. Except as required by applicable law, neither First Bank nor Malvern Bancorp undertakes to update these forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made.

For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please see the reports that First Bank and Malvern Bancorp have filed with the FDIC and SEC, respectively, as described under “Where You Can Find More Information” beginning on page 150.

First Bank and Malvern Bancorp 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 joint proxy statement/offering circular.

In addition to general investment risks and the other information contained in or incorporated by reference into this joint proxy statement/offering circular, including the matters addressed under the heading “Cautionary Note Regarding Forward-Looking Statements” beginning on page 19 and the matters discussed under the caption “Risk Factors” in the Annual Report on Form 10-K filed by First Bank with the FDIC for the year ended December 31, 2022, as updated by subsequently filed Forms 10-Q and other reports filed by First Bank with the FDIC from time to time, and the matters discussed under the heading “Risk Factors” in the Annual Report on Form 10-K filed by Malvern Bancorp with the SEC for the fiscal year ended September 30, 2022, as updated by subsequently filed Forms 10-Q and other reports filed by Malvern Bancorp with the SEC from time to time, you should carefully consider the following risk factors in deciding how to vote on approval of the merger-related proposals.

In the merger, each share of Malvern Bancorp common stock issued and outstanding immediately prior to the effective time will be converted into $7.80 cash and 0.7733 of a share of First Bank common stock. This exchange ratio is fixed and will not be adjusted for changes in the market price of either First Bank common stock or Malvern Bancorp common stock; however, the cash portion of the merger consideration may be subject to downward adjustment as described below under “—First Bank’s obligation to consummate the merger and/or the amount of the cash component of the merger consideration may be affected by Malvern Bancorp’s shareholders’ equity.”

Additionally, changes in the price of First Bank common stock between now and the time of the merger will affect the value that Malvern Bancorp shareholders will receive in the merger. Neither First Bank nor Malvern Bancorp is permitted to terminate the merger agreement as a result of any increase or decrease in the market price of First Bank common stock or Malvern Bancorp common stock.

Stock price changes may result from a variety of factors, including general market and economic conditions, changes in First Bank’s and Malvern Bancorp’s businesses, operations and prospects, the recent volatility in the prices of securities in global financial markets, including market prices of First Bank, Malvern Bancorp and other banking companies, market interest rates and regulatory considerations and tax laws, many of which are beyond First Bank’s and Malvern Bancorp’s control. Therefore, at the time of the First Bank Shareholder Meeting and the Malvern Bancorp special meeting, First Bank shareholders and Malvern Bancorp shareholders will not know the market value of the consideration that Malvern Bancorp shareholders will receive at the effective time of the merger. You should obtain current market quotations for shares of First Bank common stock (NASDAQ: FRBA) and for shares of Malvern Bancorp common stock (NASDAQ: MLVN).

As a condition to closing, Malvern Bancorp’s adjusted shareholders’ equity must equal or exceed $140.0 million as of the 10th day prior to the closing date. If Malvern Bancorp does not meet this threshold, First Bank will not be obligated to consummate the merger at the currently set merger price. If Malvern Bancorp’s adjusted shareholders’ equity is less than $140.0 million but greater than $125.0 million, the cash component of the merger consideration will be reduced, on a dollar-for-dollar basis, in an amount equal to the difference between Malvern Bancorp’s final adjusted shareholders’ equity and $140.0 million (which will result in the reduction of the cash component of the per share merger consideration to below $7.80, with the final amount dependent on the extent of the equity shortfall), and First Bank will not have the right to prevent closing based on the equity shortfall. If the adjusted shareholder’s equity is below $125.0 million, First Bank is not obligated to consummate the merger and may terminate the merger agreement. In calculating its adjusted shareholders’ equity, Malvern Bancorp is permitted to add back certain expenses, including, among others, expenses related to this transaction, losses incurred or accrued by Malvern Bancorp relating to certain previously identified loans, unrealized losses in the securities portfolio, and any changes to shareholders’ equity as a result of the initial adoption of Current Expected Credit Losses methodology.

Some of the conditions set forth in the merger agreement may be waived by Malvern Bancorp or First Bank, subject to the agreement of the other party in specific cases. See “The Merger Agreement — Conditions to Consummation of the Merger” beginning on page 124. If any conditions are waived, Malvern Bancorp and First Bank will evaluate whether an amendment of this joint proxy statement/ offering circular and resolicitation of proxies is warranted. In the event that the Malvern Bancorp board of directors or the First Bank board of directors, as applicable, determines that resolicitation of shareholders is not warranted, Malvern Bancorp and First Bank will have the discretion to complete the transaction without seeking further Malvern Bancorp shareholder or First Bank shareholder approval, as applicable.

The opinion of Malvern Bancorp’s financial advisor, Piper Sandler, was delivered to the Malvern Bancorp board of directors on December 13, 2022 and speaks only as of the date of such opinion and not as of the effective time of the merger or as of any other date. Accordingly, the opinion does not reflect any changes in circumstances that occur after the date of the opinion. Changes in the operations and prospects of Malvern Bancorp or First Bank, general market and economic conditions, and other factors that may be beyond the control of Malvern Bancorp and First Bank, may alter the value of Malvern Bancorp or First Bank or the price of shares of First Bank or Malvern Bancorp common stock by the time the merger is completed. For a description of the opinion that Malvern Bancorp received from its financial advisor, please refer to “The Merger — Opinion of Malvern Bancorp’s Financial Advisor” beginning on page 84. For a description of the other factors considered by the Malvern Bancorp board of directors in determining to approve the merger, please refer to “The Merger — Malvern Bancorp’s Reasons for the Merger” and “The Merger — Recommendation of the Malvern Bancorp board of directors” beginning on page 84.

The opinion of First Bank’s financial advisor, Hovde, was delivered to the First Bank board of directors on December 13, 2022 and speaks only as of the date of such opinion and not as of the effective time of the merger or as of any other date. Accordingly, the opinion does not reflect any changes in circumstances that occur after the date of the opinion. Changes in the operations and prospects of First Bank or Malvern Bancorp, general market and economic conditions, and other factors that may be beyond the control of First Bank and Malvern Bancorp, may alter the value of First Bank or Malvern Bancorp or the price of shares of First Bank or Malvern Bancorp common stock by the time the merger is completed. For a description of the opinion that First Bank received from its financial advisor, please refer to “The Merger — Opinion of First Bank’s Financial Advisor” beginning on page 95. For a description of the other factors considered by the First Bank board of directors in determining to approve the merger, please refer to “The Merger — First Bank’s Reasons for the Merger” and “The Merger — Recommendation of the First Bank board of directors” beginning on page 95.

The interests of the directors and officers of Malvern Bancorp may be different from those of holders of Malvern Bancorp common stock, and directors and officers of Malvern Bancorp may be participants in arrangements that are different from, or in addition to, those of holders of Malvern Bancorp common stock. These interests include the following:

Malvern Bancorp is party to seven other change in control agreements with non-named executive officers. Each of these agreements provides for severance benefits in the event of certain qualifying terminations of employment, including a termination due to a change of control (such as the merger).

Malvern Bancorp shareholders should be aware of these interests when they consider the recommendation of Malvern Bancorp’s board of directors that they vote in favor of the Malvern merger proposal and the other merger-related proposals. The Malvern Bancorp board of directors was aware of and considered these interests when it declared advisable the merger agreement, determined that the terms of the merger agreement were in the best interests of their shareholders, and recommended that their shareholders approve the merger agreement. These interests are described in more detail in the section entitled “The Merger — Interests of Malvern Bancorp’s Management and Others in the Merger” beginning on page 105.

The merger is subject to customary conditions to closing, including the approval of the merger by Malvern Bancorp shareholders and First Bank shareholders. If any condition to the merger is not satisfied or, where permitted, waived, the merger will not be completed. In addition, First Bank and/or Malvern Bancorp may terminate the merger agreement under certain circumstances even if the merger agreement is adopted by Malvern Bancorp and First Bank shareholders.

If the merger agreement is terminated, there may be various consequences. For example, First Bank’s or Malvern Bancorp’s business may have been impacted adversely by the failure to pursue other beneficial opportunities due to the focus of management on the merger (and the restrictions on Malvern Bancorp’s ability to do so under the merger agreement), without realizing any of the anticipated benefits of completing the merger. In addition, termination of the merger agreement would increase the possibility of adverse regulatory actions which could adversely affect First Bank’s or Malvern Bancorp’s business. If the merger agreement is terminated and the Malvern Bancorp board of directors seeks another merger or business combination, Malvern Bancorp shareholders cannot be certain that Malvern Bancorp will be able to find a party willing to pay the equivalent or greater consideration than that which First Bank has agreed to pay in the merger. In addition, if the merger agreement is terminated under certain circumstances, including circumstances involving a change in recommendation by the Malvern Bancorp board of directors, Malvern Bancorp may be required to pay First Bank a termination fee of $5.9 million. If the merger agreement is terminated under certain other circumstances, either Malvern Bancorp or First Bank may be required to reimburse the other party for its out-of-pocket costs and expenses incurred in connection with the merger up to $350,000. For a complete summary of the conditions that must be satisfied or waived prior to consummation of the merger, see the section entitled “The Merger Agreement — Conditions to Consummation of the Merger” beginning on page 124.

If the merger is not completed for any reason, First Bank and/or Malvern Bancorp may also experience negative reactions from the financial markets and from their respective customers and employees. For example, First Bank’s or Malvern Bancorp’s businesses may have been impacted adversely by the failure to pursue other beneficial opportunities due to the focus of management on the merger, without realizing any of the anticipated

benefits of completing the merger. Additionally, if the merger agreement is terminated, the market price of First Bank common stock or Malvern Bancorp common stock could decline to the extent that current market prices reflect a market assumption that the merger will be beneficial and will be completed. First Bank and/or Malvern Bancorp also could be subject to litigation related to any failure to complete the merger or to proceedings commenced against First Bank or Malvern Bancorp to perform their respective obligations under the merger agreement.

The merger agreement generally prohibits Malvern Bancorp from soliciting any acquisition proposal or offer for a merger or business combination with any other party, including a proposal that might be advantageous to Malvern Bancorp shareholders when compared to the terms and conditions of the merger described in this joint proxy statement/offering circular. In addition, if the merger agreement is terminated under certain circumstances, Malvern Bancorp may be required to pay First Bank a termination fee of $5.9 million. These provisions may deter third parties from proposing or pursuing alternative business combinations that might result in greater value to holders of Malvern Bancorp common stock than the transaction. See the sections entitled “The Merger Agreement — Agreement Not to Solicit Other Offers” beginning on page 123 and “The Merger Agreement — Termination Fee” beginning on page 127 for a more complete discussion of these restrictions and consequences.

Malvern Bancorp and First Bank have incurred and will continue to incur substantial costs in connection with the proposed merger. These costs and expenses include fees paid to financial, legal and accounting advisors, severance and other potential employment-related costs, filing fees, printing expenses and other related charges. Some of these costs are payable by First Bank and Malvern Bancorp regardless of whether the merger is completed. There are also a large number of processes, policies, procedures, operations, technologies and systems that must be integrated in connection with the merger and the integration of the two companies’ businesses. If the merger is not consummated, Malvern Bancorp and First Bank will have incurred these costs from which they will have received little or no benefit. Also, if the merger is not consummated under certain circumstances specified in the merger agreement, Malvern Bancorp may be required to pay First Bank a termination fee of $5.9 million. Additionally, if either (1) First Bank terminates the merger agreement due to failure of Malvern Bancorp to obtain shareholder approval, and at the time of the Malvern Bancorp shareholder meeting no third party acquisition proposal was made or announced, or (2) Malvern Bancorp terminates the merger agreement due to the failure of First Bank to obtain shareholder approval, then the party exercising the termination right is entitled to reimbursement from the other party for transaction expenses up to $350,000.

There may also be additional unanticipated significant costs in connection with the merger that First Bank and Malvern Bancorp may not recoup. These costs and expenses could further reduce the realization of efficiencies, strategic benefits and additional income First Bank expects to achieve from the merger. Although First Bank expects that these benefits will offset the transaction expenses and implementation costs over time, this net benefit may not be achieved in the near term or at all.

Uncertainty about the effect of the merger on employees and customers may have an adverse effect on Malvern Bancorp and/or First Bank. These uncertainties may impair Malvern Bancorp’s and/or First Bank’s ability to attract, retain and motivate key personnel until the merger is completed and for a period of time thereafter, and could cause customers and others who deal with Malvern Bancorp or First Bank to seek to change existing business relationships with Malvern Bancorp or First Bank. Malvern Bancorp employee retention and recruitment may be particularly challenging prior to the effective time of the merger, as employees and prospective employees may experience uncertainty about their future roles with the combined company.

The pursuit of the merger and the preparation for the integration may place a significant burden on management and internal resources. Any significant diversion of management attention away from ongoing business and any difficulties encountered in the transition and integration process could affect Malvern Bancorp’s and/or First Bank’s financial results.

In addition, the merger agreement requires that, subject to certain exceptions, each of Malvern Bancorp and First Bank operate in the ordinary course of business consistent with past practice prior to the effective time of the merger or termination of the merger agreement, and Malvern Bancorp is subject to further restrictions on the conduct of its business while the merger is pending, as described in “The Merger Agreement—Covenants and Agreements.”

Upon the closing of the merger, the combined company will need to adjust the fair value of Malvern Bancorp’s investment and loan portfolios. The rising interest rate environment could have the effect of increasing the magnitude of the purchase accounting marks relating to such fair value adjustments, thereby increasing initial tangible book value dilution, extending the tangible book value earn-back period, and negatively impacting the combined company’s capital ratios, which may result in the combined company taking steps to strengthen its capital position.

Despite both Malvern Bancorp and First Bank receiving, as a condition to closing, an opinion from their respective counsels that the merger will qualify as a tax free reorganization under the Code, the U.S. Internal Revenue Service, or the IRS, may subsequently determine that the merger does not qualify as a nontaxable reorganization under Section 368(a) of the Code. In that case, each Malvern Bancorp shareholder would recognize gain or loss as a result of receiving First Bank common stock and cash in exchange for Malvern Bancorp common stock. This gain or loss would be equal to the difference between (1) the sum of the fair market value of First Bank common stock and cash received by the Malvern Bancorp shareholder in the merger and (2) the Malvern Bancorp shareholder’s adjusted tax basis in the shares of Malvern Bancorp common stock exchanged therefor.

Before the merger may be completed, various approvals and consents must be obtained from the Federal Reserve, the FDIC and the NJDOBI and other regulatory authorities. In determining whether to grant these approvals, such regulatory authorities consider a variety of factors, including the regulatory standing of each party and the factors described under “The Merger— Regulatory Approvals” beginning on page 105. 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; governmental, political or community group inquiries, investigations or opposition; or changes in legislation or the political environment generally. Additionally, over the past several years, mergers of banking organizations have encountered greater regulatory, governmental and community scrutiny and have taken substantially longer to receive the necessary regulatory approvals and other required governmental clearances than in the past.

The approvals that are granted may impose terms and conditions, limitations, obligations or costs, or place restrictions on the conduct of the combined company’s business or require changes to the terms of the transactions contemplated by the merger agreement. There can be no assurance that regulators will not impose any such conditions, limitations, obligations or restrictions and that such conditions, limitations, obligations or restrictions will not have the effect of delaying the completion of any of the transactions contemplated by the merger agreement, imposing additional material costs on or materially limiting the revenue of the combined company following the merger or otherwise reduce the anticipated benefits of the merger if the merger were consummated successfully within the expected timeframe. In addition, there can be no assurance that any such conditions, terms, obligations or restrictions will not result in the delay or abandonment of the merger. The consummation of the merger is conditioned on the receipt of the requisite regulatory approvals and the expiration of all statutory waiting periods without the imposition of any material burdensome regulatory condition.

Additionally, the consummation of the merger is conditioned on the absence of certain orders, injunctions or decrees by any court or governmental entity of competent jurisdiction that would prohibit or make illegal the completion of any of the transactions contemplated by the merger agreement.

In addition, despite the parties’ commitments to using their reasonable best efforts to comply with conditions imposed by regulators, under the terms of the merger agreement, First Bank shall not be required to take any action, or agree to take any action, or agree to any condition or restriction, in connection with obtaining the required permits, consents, approvals and authorizations of governmental entities or regulatory agencies that would reasonably be expected to have a material adverse effect on the combined company and its subsidiaries, taken as a whole, after giving effect to the merger. See “The Merger—Regulatory Approvals” beginning on page 105.

The unaudited pro forma condensed combined financial information in this joint proxy statement/offering circular is presented for illustrative purposes only and is not necessarily indicative of what the combined company’s actual financial condition or results of operations would have been had the merger been completed on the dates indicated. The unaudited pro forma condensed combined financial information reflects adjustments, which are based upon preliminary estimates, to record the Malvern Bancorp identifiable assets acquired and liabilities assumed at fair value and the resulting goodwill recognized. The merger consideration value allocation reflected in this document is preliminary, and the final allocation thereof will be based upon the value of the actual merger consideration and the fair value of the assets and liabilities of Malvern Bancorp as of the date of the consummation of the merger. Accordingly, the actual value of the merger consideration may vary significantly from the value used in preparing the unaudited pro forma condensed combined financial information in this document. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this document.

Whether or not the merger is ultimately consummated, as a result of uncertainty related to the proposed transaction, risks relating to the impact of the announcement of the merger on First Bank’s and Malvern Bancorp’s businesses include the following:

If any of the aforementioned risks were to materialize, they may impact each party’s results of operations and financial condition.

Appraisal rights (also known as dissenters’ rights) are statutory rights that, if applicable under law, enable shareholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair cash value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to shareholders in connection with the extraordinary transaction.

Under Pennsylvania Business Corporation Law, Malvern Bancorp shareholders are not entitled to appraisal rights in connection with the merger.

Shareholders of First Bank and/or Malvern Bancorp may file lawsuits against First Bank, Malvern Bancorp and/or the directors and officers of either company in connection with the merger. One of the conditions to the closing is that no order, injunction or decree issued by any court or governmental entity of competent jurisdiction

or other legal restraint preventing the consummation of the merger or any of the other transactions contemplated by the merger agreement be in effect. If any plaintiff were successful in obtaining an injunction prohibiting First Bank or Malvern Bancorp from completing the 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 First Bank and/or Malvern Bancorp, including any cost associated with the indemnification of directors and officers of each company. First Bank and Malvern Bancorp may incur costs in connection with the defense or settlement of any shareholder lawsuits filed in connection with the merger. Such litigation could have an adverse effect on the financial condition and results of operations of First Bank and Malvern Bancorp and could prevent or delay the consummation of the merger.

In connection with the payment of the merger consideration, First Bank expects to issue approximately 6,301,500 shares of First Bank common stock to Malvern Bancorp shareholders. The issuance of these new shares of First Bank common stock may result in fluctuations in the market price of First Bank common stock, including a stock price decrease.

Upon the effective time of the merger, holders of Malvern Bancorp common stock will become holders of First Bank common stock. First Bank’s business differs from that of Malvern Bancorp, and, accordingly, the results of operations of the combined company and the market price of the combined company’s shares of common stock may be affected by factors different from those currently affecting the independent results of operations of each of First Bank and Malvern Bancorp. For a discussion of the business of First Bank and Malvern Bancorp, respectively, and associated risks, see “Information About First Bank” beginning on page 30, “Information About Malvern Bancorp and Malvern” beginning on page 30, and the documents incorporated by reference in this joint proxy statement/offering circular and referred to under “Where You Can Find More Information” beginning on page 150.

First Bank and Malvern Bancorp have historically operated and, until the effective time of the merger, will continue to operate, independently. The success of the merger will depend, in part, on First Bank’s ability to successfully combine the businesses of First Bank and Malvern Bancorp. To realize these anticipated benefits, after the effective time of the merger, First Bank expects to integrate Malvern Bancorp’s business into its own. It is possible that the integration process could result in the loss of key employees, the disruption of each company’s ongoing businesses or inconsistencies in standards, controls, procedures, computer systems and policies that adversely affect the combined company’s ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits of the merger. The loss of key employees could adversely affect First Bank’s ability to successfully conduct its business in the markets in which Malvern Bancorp now operates, which could have an adverse effect on First Bank’s financial results and the value of its common stock. If First Bank experiences difficulties with the integration process, the anticipated benefits of the merger may not be realized fully or at all, or may take longer to realize than expected. As with any merger of financial institutions, there also may be business disruptions that cause Malvern Bancorp or First Bank to lose current customers or cause current customers to remove their accounts from Malvern Bancorp or First Bank and move their business to competing financial institutions. Integration efforts between the two companies will also divert management attention and resources. These integration matters could have an adverse effect on each of Malvern Bancorp and First Bank during this transition period and on First Bank for an undetermined period after consummation of the merger.

Following the merger, the size of the business of the combined company will increase beyond the current size of either First Bank’s or Malvern Bancorp’s business. The combined company’s future success will depend, in part, upon its ability to manage this expanded business, which may pose challenges for management, including

challenges related to the management and monitoring of new operations and associated increased costs and complexity. The combined company may also face increased scrutiny from governmental authorities as a result of the increased size of its business. There can be no assurances that the combined company will be successful or that it will realize the expected operating efficiencies, revenue enhancement or other benefits currently anticipated from the merger.

First Bank estimates that it will achieve cost savings from the merger when the two companies have been fully integrated. While First Bank continues to be comfortable with these expectations as of the date of this joint proxy statement/offering circular, it is possible that the estimates of the potential cost savings could turn out to be incorrect. The actual integration may result in additional and unforeseen expenses, and the anticipated benefits of the integration plan may not be realized. Actual growth and cost savings, if achieved, may be lower than what First Bank expects and may take longer to achieve than anticipated. If First Bank is not able to adequately address integration challenges, First Bank may be unable to successfully integrate First Bank’s and Malvern Bancorp’s operations or to realize the anticipated benefits of the integration of the two companies.

Following the effective time of the merger, holders of Malvern Bancorp common stock will no longer be shareholders of Malvern Bancorp, a Pennsylvania corporation, but will instead be shareholders of First Bank, a New Jersey state chartered bank. The rights associated with Malvern Bancorp common stock are different from the rights associated with First Bank common stock. For a more complete description of these rights, see the section entitled “Comparison of Shareholders’ Rights” beginning on page 145.

Malvern Bancorp shareholders currently have the right to vote in the election of the Malvern Bancorp board of directors and on other matters affecting Malvern Bancorp. When the merger occurs, each Malvern Bancorp shareholder will become a First Bank shareholder with a percentage ownership of the combined organization that is much smaller than such shareholder’s current percentage ownership of Malvern Bancorp. Because of this, Malvern Bancorp shareholders will have less influence on the management and policies of First Bank than they currently may have on the management and policies of Malvern Bancorp.

First Bank and Malvern Bancorp have incurred and expect to incur a number of non-recurring costs associated with the merger. While both First Bank and Malvern Bancorp have assumed that a certain level of expenses would be incurred in connection with the merger, there are many factors beyond their control that could affect the total amount or the timing of the integration and implementation expenses.

Shares of First Bank common stock that are issued to Malvern Bancorp shareholders in the merger will be freely tradable without restrictions or further registration under the Securities Act. As of the close of business on the record date, March 10, 2023, First Bank had approximately 19,569,807 shares of common stock outstanding. Based on the Malvern Bancorp shares currently outstanding, First Bank currently expects to issue approximately 6,301,500 shares of its common stock in connection with the merger.

Because of the enhanced liquidity of First Bank common stock as compared to Malvern Bancorp shares due to the greater public float and trading volume of First Bank common stock relative to Malvern Bancorp shares, if the merger is completed, Malvern Bancorp’s former shareholders may be able to sell substantial amounts of First Bank common stock in the public market following completion of the merger. Any such sales may cause the market price of First Bank common stock to decrease. These sales might also make it more difficult for First Bank to sell equity or equity-related securities at a time and price that it otherwise would deem appropriate.

First Bank’s articles of incorporation authorize the issuance of up to 40,000,000 shares of common stock and 10,000,000 shares of preferred stock. Any future issuance of equity securities by First Bank may result in dilution in the percentage ownership and voting interest of First Bank shareholders. Also, any securities First Bank issues in the future may be valued differently, and the issuance of equity securities for future services, acquisitions or other corporate actions may have the effect of diluting the value of the shares held by First Bank shareholders.

The First Bank board of directors has adopted a current dividend practice for the payment of a quarterly cash dividend. This practice can be changed at any time at the discretion of the First Bank board of directors, and First Bank’s shareholders will have no contractual or other legal right to dividends. In addition, the other risk factors described in this section could materially reduce the cash available from operations, and these outcomes could cause capital not to be available when needed in an amount sufficient to support First Bank’s dividend practice. The amount of dividends that First Bank may distribute will also be subject to restrictions under New Jersey law and applicable bank regulatory provisions. If the First Bank board of directors were to adopt a change to First Bank’s current dividend practice that resulted in a reduction in the amount of dividends, such change could have a material and adverse effect on the market price of First Bank’s common stock.

Before signing the merger agreement, First Bank conducted extensive due diligence on a significant portion of the Malvern Bank loan portfolio. However, First Bank’s review did not encompass each and every loan in the Malvern Bank loan portfolio. In accordance with customary industry practices, First Bank evaluated the Malvern Bank loan portfolio based on various factors including, among other things, historical loss experience, economic risks associated with each loan category, volume and types of loans, trends in classification, volume and trends in delinquencies and nonaccruals, and general economic conditions. In this process, First Bank’s management made various assumptions and judgments about the collectability of the loan portfolio, including the creditworthiness and financial condition of the borrowers, the value of the real estate securing the loans, other assets serving as collateral for the repayment of the loans, the existence of any guarantees and indemnifications and the economic environment in which the borrowers operate. First Bank will account for the merger using the acquisition method of accounting. Under the acquisition method, First Bank will record Malvern Bank’s loans at the estimated fair market value of such loans, with each loan assessed for a “credit mark”, or discount, based on yield and audit adjustments. If First Bank’s assumptions and judgments turn out to be incorrect, including as a result of the fact that its due diligence review did not cover each individual loan, First Bank’s estimated credit mark against the Malvern Bank loan portfolio in total may be insufficient to cover actual loan losses after the merger is completed, and adjustments may be necessary to allow for different economic conditions or adverse developments in the Malvern Bank loan portfolio. Additionally, deterioration in economic conditions affecting borrowers (including further increase in interest rates), new information regarding existing loans, identification of additional problem loans and other factors, both within and outside First Bank or Malvern Bancorp’s control, may require an increase in the provision for loan losses. Material additions to the credit mark and/or allowance for loan losses would materially decrease First Bank’s net income and would result in extra regulatory scrutiny and possibly supervisory action.

First Bank is a New Jersey chartered bank with 18 branch offices, with 14 in New Jersey: four in the Bank’s primary market of Mercer County; two in each of the neighboring counties of Middlesex, Burlington, and Hunterdon; one in the neighboring county of Somerset; one in Morris County in northern New Jersey, and one in Gloucester County in southern New Jersey. First Bank also has three branches in Bucks County, Pennsylvania, which borders Mercer and Hunterdon Counties and one branch in Chester County, Pennsylvania.

First Bank offers a full range of deposit and loan products to individuals and businesses throughout the New York City to Philadelphia corridor. As of December 31, 2022, First Bank had consolidated total assets, total loans, total deposits and total shareholders’ equity of $2.7 billion, $2.3 billion, $2.3 billion and $289.6 million, respectively. First Bank’s common stock is traded on the Nasdaq Global Market under the ticker symbol “FRBA.”

First Bank’s corporate office is located at 2465 Kuser Road, Hamilton, New Jersey 08690, and its telephone number is (877) 821-2265. First Bank’s website is www.firstbanknj.com. First Bank’s website and the information contained on, or that can be accessed through, the website will not be deemed to be incorporated by reference in, and are not considered part of, this document.

Malvern Bancorp, Inc. is the holding company for Malvern Bank, National Association, an institution that was originally organized in 1887 as a federally-chartered savings bank. Malvern Bank now serves as one of the oldest banks headquartered on the Philadelphia Main Line. Malvern Bank conducts business from its headquarters in Paoli, Pennsylvania, a suburb of Philadelphia, and through its nine other banking locations in Chester and Delaware counties, Pennsylvania, Morristown, New Jersey, its New Jersey regional headquarters and Palm Beach Florida. The Bank also maintains a representative office in Allentown, Pennsylvania. Malvern Bank’s primary market niche is providing personalized service to its client base.

Malvern Bank, through its Private Banking division, provides personalized investment advisory services to individuals, families, businesses, and non-profits. These services include banking, liquidity management, investment services, 401(k) accounts and planning, custody, tailored lending, wealth planning, trust and fiduciary services, family wealth advisory services and philanthropic advisory services. Malvern Bank offers insurance services though Malvern Insurance Associates, LLC, which provides clients a rich array of financial services, including commercial and personal insurance and commercial and personal lending.

At December 31, 2022, Malvern Bank had total assets, total loans, total deposits and total shareholders’ equity of $1.0 billion, $798.9 million, $737.4 million and $148.7 million, respectively. Malvern Bancorp’s common stock is traded on the Nasdaq Global Market under the ticker symbol “MLVF.”

A special meeting of Malvern Bancorp shareholders will be held virtually online at www.virtualshareholdersmeeting.com/MLVF2023SM, on Friday, April 28, 2023 at 10:00 a.m., Eastern Time to vote upon the following matters:

Only holders of record of Malvern Bancorp common stock at the close of business on March 10, 2023, which is the record date for the Malvern Bancorp special meeting, will be entitled to vote at the Malvern Bancorp special meeting. Each whole share of Malvern Bancorp common stock outstanding is entitled to one vote on each proposal to be considered at the Malvern Bancorp special meeting. As of the record date, there were 7,644,765 shares of Malvern Bancorp common stock entitled to vote at the Malvern Bancorp special meeting. As of the record date, directors and executive officers of Malvern Bancorp and their affiliates owned and were entitled to vote 433,534 shares of Malvern Bancorp common stock, representing approximately 5.7% of the shares of Malvern Bancorp common stock outstanding on that date. As of the record date, First Bank beneficially held no shares of Malvern Bancorp common stock. As of the record date, directors and executive officers of First Bank and their affiliates owned no shares of Malvern Bancorp common stock.

Approval of the Malvern merger proposal requires the affirmative vote of a majority of the votes cast by Malvern Bancorp shareholders at the Malvern Bancorp special meeting.

Approval of the Malvern Bancorp executive compensation proposal requires the affirmative vote of a majority of the votes cast by Malvern Bancorp shareholders at the Malvern Bancorp special meeting.

Approval of the Malvern Bancorp adjournment proposal requires the affirmative vote of a majority of the votes cast by Malvern Bancorp shareholders at the Malvern Bancorp special meeting.

If a Malvern Bancorp shareholder abstains from voting, or responds by proxy with an “abstain” vote, it will have no effect on the vote count for the Malvern merger proposal, the Malvern Bancorp executive compensation proposal or the Malvern adjournment proposal.

A meeting of First Bank shareholders will be held at The Stone Terrace, 2275 Kuser Road, Hamilton, New Jersey 08690, on April 28, 2023 at 10:00 a.m., Eastern Time, to vote upon the following matters:

Only holders of record at the close of business on March 10, 2023, which is the record date for the First Bank Shareholder Meeting, will be entitled to vote at the First Bank Shareholder Meeting. Each share of First Bank common stock is entitled to one vote on each proposal to be considered at the First Bank Shareholder Meeting. As of the record date, there were 19,569,807 shares of First Bank common stock entitled to vote at the First Bank Shareholder Meeting. As of the record date, directors and executive officers of First Bank and their affiliates owned and were entitled to vote 1,678,472 shares of First Bank common stock, representing approximately 8.6% of the shares of First Bank common stock outstanding on that date. As of the record date, Malvern Bancorp beneficially held no shares of First Bank common stock. As of the record date, directors and executive officers of Malvern Bancorp and their affiliates owned and were entitled to vote 5,000 shares of First Bank common stock.

Approval of the First Bank director nominees requires a plurality of votes cast, without regard to either broker non-votes or proxies as to which authority to vote for the nominees proposed is “withheld.”

Approval of the First Bank advisory vote on executive compensation requires a majority of the votes cast without regard to broker non-votes or proxies marked “abstain.”

Approval of the appointment of BDO USA, LLP as First Bank’s independent registered public accounting firm for the fiscal year ending December 31, 2023 requires a majority of the votes cast without regard to broker non-votes or proxies marked “abstain.”

Regarding the advisory vote on the frequency of shareholder voting on executive compensation, a shareholder may vote for one, two or three years, or may abstain, and approval of this advisory vote will be the choice (one, two or three years) that receives the most votes.

Approval of the First Bank merger proposal requires the affirmative vote of the holders of at least two-thirds of the shares of First Bank common stock outstanding on the record date.

Approval of the First Bank board increase proposal requires the affirmative vote of a majority of the votes cast by First Bank shareholders at the First Bank Shareholder Meeting.

Approval of the First Bank adjournment proposal requires the affirmative vote of a majority of the votes cast by First Bank shareholders at the First Bank Shareholder Meeting.

For the First Bank (i) director nominees, (ii) advisory vote on executive compensation, (iii) the appointment of BDO USA, LLP as First Bank’s independent registered public accounting firm for the fiscal year ending December 31, 2023, and (iv) proposal to approve the frequency of a shareholder advisory vote on executive compensation, if a First Bank shareholder present at the First Bank Shareholder Meeting abstains from voting, or responds by proxy with an “abstain” vote, it will have no effect on the vote count regarding such proposals. If a First Bank shareholder is not present at the First Bank Shareholder Meeting and does not respond by proxy, it will have no effect on the vote count regarding such proposals.

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

For the First Bank board increase proposal and First Bank adjournment proposal, if a First Bank shareholder abstains from voting, or responds by proxy with an “abstain” vote, it will have no effect on the vote count for the First Bank board increase proposal and First Bank adjournment proposal. If a First Bank shareholder is not present at the First Bank Shareholder Meeting and does not respond by proxy, it will have no effect on the vote count for the First Bank board increase proposal and First Bank adjournment proposal, as described in this joint proxy statement/offering circular.

The Malvern Bancorp board of directors unanimously approved the merger agreement and the merger, and unanimously recommends that Malvern Bancorp shareholders vote “FOR” approval of the Malvern merger proposal, the Malvern Bancorp executive compensation proposal, and the Malvern adjournment proposal. The First Bank board of directors unanimously approved the merger agreement and the merger, and unanimously recommends that First Bank shareholders vote “FOR” approval of: the First Bank board nominees; the advisory vote to approve the 2022 compensation paid to First Bank’s named executive officers; the appointment of BDO USA, LLP as First Bank’s independent registered public accounting firm for the fiscal year ending December 31, 2023; annual frequency of a shareholder advisory vote on executive compensation, the First Bank merger proposal; the First Bank board increase proposal; and the First Bank adjournment proposal, as described in this joint proxy statement/offering circular.

See the sections entitled “The Merger — Malvern Bancorp’s Reasons for the Merger” and “The Merger — Recommendation of the Malvern Bancorp board of directors” beginning on page 84 and “The Merger — First Bank’s Reasons for the Merger” and “The Merger — Recommendation of the First Bank Board of Directors” beginning on page 95 for a more detailed discussion of the factors considered by the Malvern Bancorp board of directors and the First Bank board of directors in reaching their decisions to approve the merger agreement and the merger.

Malvern Bancorp has set March 10, 2023 as the record date to determine which Malvern Bancorp shareholders will be entitled to vote at the Malvern Bancorp special meeting. Only Malvern Bancorp shareholders at the close of business on this record date will be entitled to vote at the Malvern Bancorp special meeting. As of the record date, there were 7,644,765 shares of Malvern Bancorp common stock outstanding and entitled to be voted at the Malvern Bancorp special meeting, held by approximately [0] shareholders of record. Each holder of shares of Malvern Bancorp common stock outstanding on the record date will be entitled to one vote for each share held of record.

First Bank has set March 10, 2023 as the record date to determine which First Bank shareholders will be entitled to vote at the First Bank Shareholder Meeting. Only First Bank shareholders at the close of business on this record date will be entitled to vote at the First Bank Shareholder Meeting. As of the record date, there were 19,569,807 shares of First Bank common stock outstanding and entitled to be voted at the First Bank Shareholder Meeting, held by approximately [•] shareholders of record. Each holder of shares of First Bank common stock outstanding on the record date will be entitled to one vote for each share held of record.

The presence of a majority of the shares of Malvern Bancorp common stock outstanding on the record date will constitute a quorum for the purposes of the Malvern Bancorp special meeting. The presence of a majority of the shares of First Bank common stock outstanding on the record date will constitute a quorum for the purposes of the First Bank Shareholder Meeting.

We will count as present at each of the Malvern Bancorp special meeting and the First Bank Shareholders meeting, for purposes of determining the presence or absence of a quorum:

If a quorum is not present at either meeting, such meeting will be postponed until the holders of the number of shares of Malvern Bancorp common stock or First Bank common stock, as applicable, required to constitute a quorum attend. If additional votes must be solicited in order for the First Bank shareholders to approve the First Bank merger proposal or the First Bank board increase proposal and the First Bank adjournment proposal is approved, the First Bank Shareholder Meeting will be adjourned to solicit additional proxies. If additional votes must be solicited in order for the Malvern Bancorp shareholders to approve the Malvern merger proposal and the Malvern adjournment proposal is approved, the Malvern Bancorp special meeting will be adjourned to solicit additional proxies.

The approval of the Malvern merger proposal by Malvern Bancorp shareholders will require the affirmative vote of the majority of the votes cast by Malvern Bancorp shareholders at the Malvern Bancorp special meeting. The approval of the Malvern Bancorp executive compensation proposal by Malvern Bancorp shareholders will require the affirmative vote of the majority of the votes cast by Malvern Bancorp shareholders at the Malvern Bancorp special meeting. Approval of the Malvern adjournment proposal requires the affirmative vote of a majority of the votes cast by Malvern Bancorp shareholders at the Malvern Bancorp special meeting. If you vote to abstain, or fail to either submit a proxy or vote at the Malvern Bancorp special meeting, it will have no effect on the vote count for the Malvern merger proposal, the Malvern Bancorp executive compensation proposal or the Malvern adjournment proposal. If you are a Malvern Bancorp shareholder and you sign, date and mail your proxy card but fail to indicate how you wish to vote, your proxy will be counted as a vote “FOR” approval of the Malvern merger proposal, the Malvern Bancorp executive compensation proposal and the Malvern adjournment proposal.

The approval of the First Bank director nominees requires a plurality of votes cast, without regard to either broker non-votes or proxies as to which authority to vote for the nominees proposed is “withheld.” The approval of the First Bank advisory vote on executive compensation requires a majority of the votes cast without regard to broker non-votes or proxies marked “abstain.” The approval of the appointment of BDO USA, LLP as First Bank’s independent registered public accounting firm for the fiscal year ending December 31, 2022 requires a majority of the votes cast without regard to broker non-votes or proxies marked “abstain.” Regarding the advisory vote on the frequency of shareholder voting on executive compensation, a shareholder may vote for one, two or three years, or may abstain, and approval of this advisory vote will be the choice (one, two or three years) that receives the most votes. The approval of the First Bank merger proposal by the First Bank shareholders will require the affirmative vote of the holders of at least two-thirds of the shares of First Bank common stock outstanding on the record date. The approval of the First Bank board increase proposal by the First Bank shareholders will require the affirmative vote of a majority of the votes cast by First Bank shareholders at the First Bank Shareholder Meeting. Approval of the First Bank adjournment proposal requires the affirmative vote of a majority of the votes cast by First Bank shareholders at the First Bank Shareholder Meeting. If you vote to abstain, or fail to either submit a proxy or vote at the First Bank Shareholder Meeting, or fail to instruct your bank, broker or other nominee how to vote with respect to the First Bank merger proposal, it will have the same effect as voting against the First Bank merger proposal. If you vote to abstain, or fail to either submit a proxy or vote at the First Bank Shareholder Meeting, or fail to instruct your bank, broker or other nominee how to vote with respect to the First Bank board increase proposal or First Bank adjournment proposal, it will have no effect on the vote count for the First Bank board increase proposal or First Bank adjournment proposal. If you are a First Bank shareholder and you sign, date and mail your proxy card but fail to indicate how you wish to vote, your proxy will be counted as a vote “FOR” the approval of the First Bank board nominees, the 2022 compensation paid to First Bank’s named executive officers, the appointment of BDO USA, LLP as First Bank’s independent registered public accounting firm for the fiscal year ending December 31, 2023, annual frequency of a shareholder advisory vote on executive compensation, the First Bank merger proposal, the First Bank board increase proposal and the First Bank adjournment proposal.

The directors and certain named executive officers of Malvern Bancorp, in their capacities as shareholders of Malvern Bancorp have separately entered into voting agreements with First Bank and Malvern Bancorp, the form of which is attached as Exhibit A to the merger agreement which is attached as Annex A to this joint proxy statement/offering circular, in which they have agreed to vote all shares of Malvern Bancorp common stock for which they have voting power on the record date in favor of the approval of the merger agreement and the merger and any other matter that is required to be approved by the Malvern Bancorp shareholders in order to facilitate the transactions contemplated by the merger agreement. On the record date, such directors and officers had sole or shared voting power over 433,534 shares of Malvern Bancorp common stock, or approximately 5.7% of the shares of Malvern Bancorp common stock outstanding on the record date.

The Malvern Bancorp board of directors is soliciting proxies from the Malvern Bancorp shareholders and the First Bank board of directors is soliciting proxies from the First Bank shareholders. This will give shareholders an opportunity to vote at the Malvern Bancorp special meeting or the First Bank Shareholder Meeting, as applicable, regardless of whether a shareholder plans to attend the meeting. When you deliver a valid proxy, the shares represented by that proxy will be voted by the proxy holder in accordance with your instructions.

Voting. If you attend the First Bank Shareholder Meeting or the Malvern Bancorp special meeting and you are a holder of record of the applicable company, you may deliver your completed proxy card at such time or you may vote by completing a ballot, which will be available at the meeting. Malvern Bancorp and First Bank each reserves the right to refuse admittance to anyone without proper proof of share ownership. The use of cameras, sound and video recording equipment, communications devices or any similar equipment during either meeting is prohibited without express written consent of Malvern Bancorp or First Bank, as applicable.

If your shares of common stock are held in “street name” in a stock brokerage account or by a bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in street name by returning a proxy card directly to First Bank or Malvern Bancorp, as applicable, or by voting at the meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or other nominee.

Brokers who hold shares in street name for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not allowed to exercise their voting discretion with respect to the approval of matters that are “non-routine” without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the Malvern Bancorp shareholder meeting are such “non-routine” matters. It is expected that all proposals to be voted on at the First Bank Shareholder Meeting are “non-routine” matters, except for the ratification of the appointment of BDO USA, LLP as First Bank’s independent registered public accounting firm for the fiscal year ending December 31, 2023, which is considered a “routine” matter. Broker non-votes occur when a broker or nominee is not instructed by the beneficial owner of shares to vote on a particular proposal for which the broker does not have discretionary voting power.

If you are a First Bank shareholder and you do not instruct your broker, bank or other nominee on how to vote your shares:

If you are a Malvern Bancorp shareholder and you do not instruct your broker, bank or other nominee on how to vote your shares:

Voting by Proxy Card. If proxy cards in the accompanying form are properly executed and returned, the shares represented thereby will be voted in the manner specified therein. As stated above, if you are a First Bank shareholder and you sign, date and mail your proxy card but fail to indicate how you wish to vote, your proxy will be counted as a vote “FOR” approval of the First Bank board nominees, the 2022 compensation paid to First Bank’s named executive officers, the appointment of BDO USA, LLP as First Bank’s independent registered public accounting firm for the fiscal year ending December 31, 2023, annual frequency of a shareholder advisory vote on executive compensation, the First Bank merger proposal, the First Bank board

increase proposal, and the First Bank adjournment proposal. If you are a Malvern Bancorp shareholder and you sign, date and mail your proxy card but fail to indicate how you wish to vote, your proxy will be counted as a vote “FOR” approval of the Malvern merger proposal, the Malvern Bancorp executive compensation proposal, and the Malvern adjournment proposal.

Voting by Telephone by First Bank shareholders. If you wish to vote by telephone and you are a shareholder of record of First Bank, use a touch-tone telephone to call toll-free 1-800-652-8683 and follow the instructions. If you vote by telephone, you must have your control number and the proxy card available when you call.

Voting by Internet by First Bank shareholders. If you wish to vote through the internet and you are a shareholder of record of First Bank, you can access the web page at www.investorvote.com/FRBA and follow the on-screen instructions. If you vote through the internet, you must have your control number and the proxy card available when you access the web page.

Voting by Telephone by Malvern Bancorp shareholders. If you wish to vote by telephone and you are a shareholder of record of Malvern Bancorp, use a touch-tone telephone to call toll-free 1-800-690-6903 and follow the instructions. If you vote by telephone, you must have your control number and the proxy card available when you call.

Voting by the Internet by Malvern Bancorp shareholders. If you wish to vote through the internet and you are a shareholder of record of Malvern Bancorp, you can access the web page at www.proxyvote.com and follow the on-screen instructions. If you vote through the internet, you must have your control number and the proxy card available when you access the web page.

If your shares are registered in the name of a bank, broker or other nominee, the voting form your bank, broker or other nominee sent you will provide telephone and internet voting instructions.

The deadline for voting by telephone or through the internet as a First Bank shareholder of record is 10:00 a.m., Eastern Time, on Friday, April 28, 2023. For shareholders whose shares are registered in the name of a broker or other nominee, please consult the voting instructions provided by your broker or other nominee for information about the deadline for voting.

The deadline for voting by telephone or through the internet as a Malvern Bancorp shareholder of record is 11:59 p.m., Eastern Time, on Thursday, April 27, 2023. For shareholders whose shares are registered in the name of a broker or other nominee, please consult the voting instructions provided by your broker or other nominee for information about the deadline for voting.

Any Malvern Bancorp shareholder may revoke a proxy or change his or her vote at any time before or at the Malvern Bancorp special meeting in one or both of the following ways:

A Malvern Bancorp shareholder should send any written notice of revocation or subsequent proxy to Malvern Bancorp, Inc., 42 East Lancaster Avenue, Paoli, Pennsylvania 19301, Attn: Corporate Secretary. A Malvern Bancorp shareholder may also revoke a proxy or change his or her vote by attending the special meeting of shareholders and voting at such time . Attendance at the Malvern Bancorp special meeting will not by itself constitute a revocation of a proxy.

Any First Bank shareholder may revoke a proxy or change his or her vote at any time before or at the First Bank Shareholder Meeting in one or more of the following ways:

A First Bank shareholder should send any written notice of revocation or subsequent proxy card to First Bank, 2465 Kuser Road, Hamilton, New Jersey 08690, Attn: Corporate Secretary. Attendance at the First Bank Shareholder Meeting will not by itself constitute a revocation of a proxy.

If you provided instructions to a broker, bank or other nominee to vote your shares, you must follow the directions received from your broker, bank or other nominee to change your vote.

Malvern Bancorp and First Bank will each pay the costs of soliciting proxies with respect to their separate meetings. In addition to solicitation by mail, directors, officers and employees acting on behalf of Malvern Bancorp or First Bank may solicit proxies for the meetings or by telephone, email or other means of communication. Malvern Bancorp and First Bank will not pay any additional compensation to these directors, officers or employees for these activities, but may reimburse them for reasonable out of pocket expenses.

First Bank has retained Alliance Advisors, LLC at an estimated cost of approximately $7,500 plus reimbursement of expenses to assist in the solicitation of proxies. First Bank has agreed to indemnify Alliance Advisors, LLC against certain liabilities in connection with this proxy solicitation. Malvern Bancorp has retained Alliance Advisors, LLC at an estimated cost of approximately $7,500 plus reimbursement of expenses to assist in the solicitation of proxies. Malvern Bancorp has agreed to indemnify Alliance Advisors, LLC against certain liabilities in connection with this proxy solicitation.

Malvern Bancorp is asking its shareholders to adopt the merger agreement. For a detailed discussion of the terms and conditions of the merger agreement, see “The Merger Agreement” beginning on page 113. As discussed in the sections entitled “The Merger — Malvern Bancorp’s Reasons for the Merger” and “The Merger — Recommendation of the Malvern Bancorp Board of Directors,” after careful consideration, Malvern Bancorp’s board of directors approved the Malvern merger proposal and deemed it to be advisable and in the best interest of Malvern Bancorp and Malvern Bancorp’s shareholders, and unanimously recommends the Malvern merger proposal be approved by Malvern Bancorp shareholders.

The adoption of the Malvern merger proposal will require the affirmative vote of a majority of the votes cast by Malvern Bancorp shareholders at the Malvern Bancorp special meeting. Each holder of shares of Malvern Bancorp’s common stock outstanding on the record date will be entitled to one vote for each whole share held of record. Abstentions will be counted for purposes of determining whether a quorum is present and will have no effect on the vote count for the merger proposal.

Pursuant to Section 14A of the Exchange Act and Rule 14a-21(c) thereunder, Malvern Bancorp is seeking a non-binding, advisory shareholder approval of the compensation of Malvern Bancorp’s named executive officers that is based on or otherwise relates to the merger as disclosed in the section entitled “The Merger—Interests of Malvern Bancorp’s Management and Others in the Merger” beginning on page 105. The Malvern Bancorp executive compensation proposal gives Malvern Bancorp shareholders the opportunity to express their views on the merger-related compensation of Malvern Bancorp’s named executive officers.

Accordingly, Malvern Bancorp is asking Malvern Bancorp shareholders to vote “FOR” the adoption of the following resolution, on an advisory basis:

“RESOLVED, that the compensation that will or may be paid or become payable to the Malvern Bancorp 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 Malvern Bancorp’s Management and Others in the Merger,” are hereby APPROVED.”

The advisory vote on the Malvern Bancorp executive compensation proposal is a vote separate and apart from the votes on the Malvern merger proposal and the Malvern adjournment proposal. Accordingly, if you are a holder of Malvern Bancorp common stock, you may vote to approve the Malvern merger proposal and/or the Malvern adjournment proposal and vote not to approve the Malvern Bancorp executive compensation proposal, and vice versa. The approval of the Malvern Bancorp executive compensation proposal by Malvern Bancorp shareholders is not a condition to the consummation of the merger. If the merger is completed, the merger-related compensation will be paid to Malvern Bancorp’s named executive officers to the extent payable in accordance with the terms of the compensation agreements and arrangements even if Malvern Bancorp shareholders fail to approve the advisory vote regarding merger-related compensation.

The adoption of the Malvern Bancorp executive compensation proposal will require the affirmative vote of a majority of votes cast by Malvern Bancorp shareholders at the Malvern Bancorp special meeting. Each holder of shares of Malvern Bancorp’s common stock outstanding on the record date will be entitled to one vote for each share held of record. Abstentions will be counted for purposes of determining whether a quorum is present and will have no effect on the vote count for the Malvern Bancorp executive compensation proposal.

Malvern Bancorp’s shareholders are being asked to approve the adjournment of the Malvern Bancorp special meeting, if necessary, to solicit additional proxies in favor of the merger agreement if there are insufficient votes at the time of such adjournment to approve the Malvern merger proposal.

If, at Malvern Bancorp’s special meeting, there are an insufficient number of shares of Malvern Bancorp common stock present or represented by proxy and voting in favor of the Malvern merger proposal, Malvern Bancorp may move to adjourn the special meeting in order to enable the Malvern Bancorp board of directors to solicit additional proxies for approval of the Malvern merger proposal. If Malvern Bancorp shareholders approve the Malvern adjournment proposal, Malvern Bancorp could adjourn the Malvern Bancorp special meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from Malvern Bancorp’s shareholders who have previously voted. If the date of the adjournment is not announced at Malvern Bancorp’s special meeting or a new record date is fixed for the adjourned meeting, a new notice of the adjourned meeting will be given to each shareholder of record entitled to vote at the adjourned meeting.

Approval of the Malvern adjournment proposal will require the affirmative vote of a majority of the votes cast by Malvern Bancorp’s shareholders at the special meeting. Abstentions will be counted for purposes of determining whether a quorum is present and will have no effect on the vote count for the Malvern adjournment proposal, except to the extent this results in there being insufficient shares present at the Malvern Bancorp special meeting to establish a quorum.

First Bank is asking its shareholders to approve the First Bank board nominees. For a detailed discussion of First Bank’s board nominees, see “First Bank Proposal 1 – Election of Directors” beginning on page 43.

Approval of the First Bank director nominees requires a plurality of votes cast, without regard to either broker non-votes or proxies as to which authority to vote for the nominees proposed is “withheld.”

First Bank is asking its shareholders to approve the 2022 compensation paid to First Bank’s named executive officers. For a detailed discussion, see “First Bank Proposal 2 – Advisory Vote to Approve First Bank’s Named Executive Officers Compensation” beginning on page 65.

Approval of the First Bank advisory vote on executive compensation requires a majority of the votes cast without regard to broker non-votes or proxies marked “abstain.”

First Bank is asking its shareholders to approve the appointment of BDO USA, LLP as First Bank’s independent registered public accounting firm for the fiscal year ending December 31, 2023. For a detailed discussion, see “First Bank Proposal 3 – Ratification of First Bank’s Independent Registered Public Accounting Firm” beginning on page 66.

Approval of the appointment of BDO USA, LLP as First Bank’s independent registered public accounting firm for the fiscal year ending December 31, 2023 requires a majority of the votes cast without regard to broker non-votes or proxies marked “abstain.”

First Bank is asking its shareholders to approve a proposal to approve the frequency of a shareholder advisory vote on executive compensation. For a detailed discussion, see “First Bank Proposal 4 – Advisory Vote to Approve on Frequency of Future Advisory Votes on Executive Compensation” beginning on page 67.

Regarding the advisory vote on the frequency of shareholder voting on executive compensation, a shareholder may vote for one, two or three years, or may abstain, and approval of this advisory vote will be the choice (one, two or three years) that receives the most votes.

First Bank is asking its shareholders to approve the merger agreement and the transactions contemplated thereby, including the issuance of First Bank common stock to the holders of Malvern Bancorp pursuant to the merger agreement. For a detailed discussion of the terms and conditions of the merger agreement, see “The Merger Agreement” beginning on page 113. As discussed in the sections entitled “The Merger — First Bank’s Reasons for the Merger” and “The Merger — Recommendation of the First Bank Board of Directors,” after careful consideration, the First Bank board of directors approved the First Bank share issuance pursuant to the merger agreement. The First Bank share issuance will be implemented only upon the consummation of the merger.

Approval of the First Bank merger proposal requires the affirmative vote of the holders of at least two-thirds of the shares of First Bank common stock outstanding on the record date. If your shares of First Bank common stock are present at the First Bank Shareholder Meeting but are not voted on the First Bank merger proposal, or if you vote to abstain on the First Bank merger proposal, each will have the same effect as a vote “AGAINST” the First Bank merger proposal. If you fail to submit a proxy card and fail to attend the First Bank Shareholder Meeting, or if you do not instruct your bank, broker or other nominee to vote your shares of First Bank common stock in favor of the First Bank merger proposal, your shares of First Bank common stock will not be voted, and this will have the same effect as a vote “AGAINST” the First Bank merger proposal.

First Bank is asking its shareholders to approve an increase in the size of the First Bank board of directors in order to appoint three members of the Malvern Bancorp board of directors upon consummation of the merger pursuant to the merger agreement. Without shareholder approval, the First Bank board of directors only has the authority to increase the size of the board of directors by two members between annual meetings. For a detailed discussion of the terms and conditions of the merger agreement, see “The Merger Agreement” beginning on page 113. As discussed in the section entitled “The Merger — First Bank’s Reasons for the Merger” and “The Merger — Recommendation of the First Bank board of directors,” after careful consideration, the First Bank board of directors approved the First Bank board increase pursuant to the merger agreement. The merger cannot be completed unless the First Bank shareholders approve the First Bank board increase proposal. The First Bank board increase will be implemented only upon the consummation of the merger.

Approval of the First Bank board increase proposal requires the affirmative vote of a majority of the votes cast by First Bank shareholders at the First Bank Shareholder Meeting. If your shares of First Bank common stock are present at the First Bank Shareholder Meeting but are not voted on the First Bank board increase proposal, or if you vote to abstain on the First Bank board increase proposal, it will not have an effect on the vote to approve the First Bank board increase proposal. If you fail to submit a proxy card and fail to attend the First Bank Shareholder Meeting, or if you do not instruct your bank, broker or other nominee to vote your shares of First Bank common stock in favor of the First Bank board increase proposal, your shares of First Bank common stock will not be voted, but this will not have an effect on the vote to approve the First Bank board increase proposal except to the extent this results in there being insufficient shares present at the First Bank Shareholder Meeting to establish a quorum.

First Bank shareholders are being asked to approve the adjournment of the First Bank Shareholder Meeting, if necessary, to solicit additional proxies in favor of the approval of the First Bank merger proposal and the First Bank board increase proposal if there are insufficient votes at the time of such adjournment to approve the First Bank merger proposal or the First Bank board increase proposal.

If, at the First Bank Shareholder Meeting, there are an insufficient number of shares of First Bank common stock present or represented by proxy and voting in favor of the First Bank merger proposal or the First Bank board increase proposal, First Bank may move to adjourn the First Bank Shareholder Meeting in order to enable the First Bank board of directors to solicit additional proxies for approval of the First Bank merger proposal and the First Bank board increase proposal. If the First Bank shareholders approve the First Bank adjournment proposal, First Bank could adjourn the First Bank Shareholder Meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from First Bank shareholders who have previously voted. If the date of the adjournment is not announced at the First Bank Shareholder Meeting or a new record date is fixed for the adjourned meeting, a new notice of the adjourned meeting will be given to each shareholder of record entitled to vote at the adjourned meeting.

Approval of the First Bank adjournment proposal will require the affirmative vote of a majority of the votes cast by First Bank shareholders at the First Bank Shareholder Meeting. If your shares of First Bank common stock are present at the First Bank Shareholder Meeting but are not voted on the First Bank adjournment proposal, or if you vote to abstain on the First Bank adjournment proposal, each will have no effect on the vote on the First Bank adjournment proposal. If you fail to submit a proxy card and fail to attend the First Bank Shareholder Meeting, or if you do not instruct your bank, broker or other nominee to vote your shares of First Bank common stock in favor of the First Bank adjournment proposal, your shares of First Bank common stock will not be voted, but this will not have an effect on the vote to approve the First Bank adjournment proposal except to the extent this results in there being insufficient shares present at the First Bank Shareholder Meeting to establish a quorum.

No director is also currently a director of a company having a class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Bank Act of 1940.

There are no material proceedings to which any director or executive officer is a party adverse to First Bank or has a material interest adverse to First Bank.

First Bank encourages all directors to attend First Bank Shareholder Meeting, but attendance is not mandatory. All of First Bank’s directors who were then in office attended the 2022 First Bank Shareholder Meeting.

DIRECTORS WILL BE ELECTED BY THE AFFIRMATIVE VOTE OF A PLURALITY OF THE VOTES CAST AT THE FIRST BANK SHAREHOLDER MEETING WHETHER IN PERSON OR BY PROXY.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” EACH OF THE NOMINEES SET FORTH ABOVE.

Patrick M. Ryan, 78, Chairman. Mr. Ryan is the owner of North Buffalo Advisors, LLC and P. Ryan Consulting, LLC, both financial and real estate investment advisory companies. He was the President and Chief Executive Officer (“CEO”) of Yardville National Bank and its holding company from 1991 through its sale to PNC Corporation in 2007. Mr. Ryan has over 54 years of banking experience working for Yardville National Bank, Howard Savings Bank, Marine Midland Bank, Manufacturers Hanover and M&T Bank. Mr. Ryan joined the board in 2011. Mr. Ryan is the father of Patrick L. Ryan, First Bank’s President and CEO. In his capacity as the First Bank’s Chairman of the Board, Mr. Ryan brings extensive knowledge of the commercial banking industry, gained over 54 years of experience, to the governance and leadership of the board of directors at First Bank.

Leslie E. Goodman, 79, Vice Chairman. Mr. Goodman has been involved in banking since 1966, having served in a variety of senior management roles with regional and super regional banks through the late 1990s. He also served as an investor in and board member of a number of community banks since 2000. He is a Principal in The Eagle Group of Princeton, Inc., a commercial real estate investment and management company. Mr. Goodman joined the board in 2008. Mr. Goodman’s substantial banking experience as an officer and a director qualify him to serve on First Bank’s board of directors. This experience, coupled with his lack of any relationship which would interfere with his exercise of independent judgment in carrying out the responsibilities of a director, make him the best candidate to serve as Lead Independent Director.

Patrick L. Ryan, 47, President and Chief Executive Officer. Mr. Ryan started his financial services career with Goldman Sachs followed by Medsite, Inc., an internet healthcare and technology company, and Bain Consulting, a management consulting firm. Mr. Ryan joined Yardville National Bank in 2005 as head of Strategic Planning and Corporate Development, responsible for strategy, mergers and acquisitions, branch expansion, investor relations, research and analysis. He became First Senior Vice President, Emerging Markets Manager with responsibility for building and managing operations in Middlesex County, New Jersey. He remained with Yardville National Bank until it was sold to PNC Corporation in 2007. He then worked with the investor group that recapitalized First Bank. Mr. Ryan joined the board in 2008, and initially served as Chief Operating Officer. He became President and CEO in 2013. Mr. Ryan is the son of Patrick M. Ryan, Chairman of the Board. Mr. Ryan’s position as First Bank’s President and CEO, and his 20 years of banking experience, qualify him to serve on the board of directors at First Bank.

Douglas C. Borden, 62. Mr. Borden is responsible for the management and sales of commercial and personal insurance with CBIZ Borden Perlman Agency. He was previously with W.S. Borden Company since 1983 until the formation of Borden Perlman Insurance Agency in 1995. Mr. Borden provides property & casualty risk management/brokerage services to more than 20 banks in three states. He served on the Board of the Rescue Mission of Trenton for 33 years. Mr. Borden previously served on the Board of Hopewell Valley Community Bank, then on the Advisory Board of Northfield Bank. He serves as First Bank’s Chair of the Nominating & Governance Committee and serves on the committees of Compensation & Personal and Information Technology. His experience in the banking and insurance business qualifies him to serve on the board of directors at First Bank.

Scott R. Gamble, 63. Mr. Gamble is a Principal at Patriot Financial Partners, L.P. and has more than 38 years of banking experience. Prior to joining Patriot, Mr. Gamble was the Regional President for BB&T’s Greater Delaware Valley Region. He was responsible for BB&T’s commercial and retail management teams, covering the Greater Delaware Valley. In addition, he was responsible for the commercial real estate and regional corporate lending teams. He also serves on the Board of Directors of Fortis Financial Inc. (a privately held company). A graduate of Grove City College with a B.A. in Business Administration, Mr. Gamble has also pursued additional training in management and capital markets. His vast experience throughout his banking career in the management of commercial banking, retail banking and business development for community offices and business centers qualifies Mr. Gamble to serve on the board of directors at First Bank.

Deborah Paige Hanson, 61. Ms. Hanson is a Principal, Executive Vice President, Chief Risk Officer and Fund Manager of The Hampshire Companies, a real estate operating company offering a diversified investment platform. Ms. Hanson has been with The Hampshire Companies since 1983 and focuses on the oversight and coordination of its acquisitions, dispositions, leasing, financing, development and operations. Additionally, she serves as the Chair of Hampshire’s Risk Committee, is a member of its Legal and Compliance Committee, Investment Management Committee and Executive Committee. Within her community, she serves as Trustee on

the Foundation Board for Morristown Memorial Center and is on the Board of Carol G. Simon Cancer Center Philanthropic Council. Additionally, Ms. Hanson is a Board Member of NJ-NAIOP, a statewide commercial real estate trade organization. Ms. Hanson graduated Magna Cum Laude and holds a B.A. degree from Hope College. Ms. Hanson serves as First Bank’s Chair of the Compensation and Personnel Committee. Her substantial experience in real estate, operations, and leadership, qualifies Ms. Hanson to serve on the board of directors at First Bank.

Glenn M. Josephs, 68. Mr. Josephs is a Certified Public Accountant and retired from the accounting firm Friedman, LLP. Mr. Josephs has over 44 years of experience providing accounting and consulting services. Mr. Josephs works closely with many commercial and residential real estate developers, owners, investors, syndicators and management companies, including those involved in affordable housing. He also has experience with nonprofit organizations, and healthcare and medical practices. Mr. Josephs joined the board in 2008. His accounting experience qualifies him to serve as First Bank’s “audit committee financial expert” under the relevant criteria established under SEC regulation, which is essential to the board, as well as Chairman of the Audit and Risk Management Committee at First Bank.

Peter Pantages, 68. Mr. Pantages is the President and owner of McCay Real Estate Group, a developer and manager of, and an investor in, real estate and other investments. He also serves as Vice Chairman of Anchor Commercial Bank of Palm Beach Gardens, Florida. He has previously served on the Board of Grand Bank, N.A., Admiralty Bank, a Florida based commercial bank and as a Director of Met Life Bank. His vast experience in Banking and Real Estate Development qualifies Mr. Pantages to serve on the board of directors at First Bank.

Michael E. Salz, 52. Mr. Salz was the owner of Linden Bulk Transportation Co, which was acquired in 2016 and he continues his leadership position as President of the company now operating under the name of Linden Bulk Transportation LLC. Mr. Salz has over 25 years’ experience in the trucking industry and currently holds a Vice Chair position with the National Tank Truck Carriers’ Association, is a Director on their Board, and is Chairman of the Chemical Committee. Mr. Salz is also a member of the Linden Industrial Association. Mr. Salz also has an ownership interest in Linden Warehouse and Distribution Co., Inc., a New Jersey based third party logistics provider and serves on their board of directors. He earned his B.A. in Urban Studies specializing in Government and Politics from the University of Maryland. Mr. Salz also owns several investment properties including a hotel business. Mr. Salz’s real estate and business background qualifies him to serve on the board of directors at First Bank.

John E. Strydesky, 74. Mr. Strydesky is a Certified Public Accountant with over 46 years’ experience in public accounting of which over 30 years in his own public accounting practice located in Linden, New Jersey. His firm specializes in finance and business consulting. He has secured debt financing and tax exempt bond financing for his clients through banks, the New Jersey Economic Development Authority, the U.S. Small Business Administration and other financial lending institutions. Mr. Strydesky holds an M.B.A. from Farleigh Dickenson University. He has served as a Trustee for the New Jersey Society of Certified Accountants and other various professional organizations. Mr. Strydesky is also a real estate investor in commercial and residential properties. Mr. Strydesky joined the First Bank board of directors in 2010. His accounting experience as well as his commercial real estate and small business lending experience qualifies him to serve on the board of directors at First Bank.

Peter J. Cahill, 66, Executive Vice President and Chief Lending Officer. Mr. Cahill joined First Bank in 2008. Previously he served as Senior Vice President/Sales Manager for PNC Financial Services Group, overseeing a portfolio of commercial banking customers in New Jersey. Mr. Cahill has over 40 years of banking experience including positions with Midlantic National Bank, Fleet Boston and Yardville National Bank. Mr. Cahill earned a B.A. Degree in Political Science from Dickinson College and graduated with honors from Stonier Graduate School of Banking.

Andrew L. Hibshman, 41, Executive Vice President and Chief Financial Officer. Mr. Hibshman has served as Executive Vice President and Chief Financial Officer of First Bank since July 2021. Mr. Hibshman joined First Bank in 2016 as its Chief Accounting Officer. Outside of his experience with First Bank, Mr. Hibshman was the Chief Financial Officer of a community bank in Philadelphia and worked at Grant Thornton LLP in the company’s financial institutions audit practice. Mr. Hibshman earned a B.S. Degree in Accounting from Drexel University and holds a Certified Public Accountant designation.

John F. Shepardson, 48, Executive Vice President and Chief Operating Officer. Mr. Shepardson has served as Executive Vice President and Chief Operating Officer of First Bank since January 2021, working directly with First Bank’s Strategic Planning, Compliance, Information Technology, Retail, and Facilities teams. Mr. Shepardson joined First Bank in 2018 as its Chief Administrative Officer. Outside of his experience with First Bank, Mr. Shepardson worked in consulting, including roles as an Executive Director with Ernst & Young, and a Senior Consultant with Arthur Andersen. Mr. Shepardson earned a Master of Business Administration degree from the Carroll School of Management at Boston College, and holds a Bachelor of Science in Civil Engineering degree from the University of Michigan.

Maria E. Mayshura, 57, Executive Vice President and Chief Risk Officer. Ms. Mayshura has served as Chief Risk Officer for First Bank since 2020 and was appointed an Executive Vice President in January 2021. Ms. Mayshura has more than 30 years of experience in banking as an internal auditor, during which time she has been responsible for compliance regulations, Sarbanes Oxley implementation and most recently COSO implementation. She has been an active member of the New Jersey Banking Association and Institute of Internal Auditors since 1993. Ms. Mayshura earned a Master of Business Administration and Management degree from Thomas Edison State College, and holds a Bachelor of Science in Accounting degree from Caldwell College.

The First Bank board of directors considers the enhancement of the diversity of perspectives and experiences when selecting candidates for board service, among other criteria. To that end First Bank has varied ages and perspectives on its board. The First Bank board is committed to being constituted of highly qualified individuals with a broad spectrum of competencies and an appropriate mix of experience, expertise and perspectives. This commitment is key to enabling the First Bank board to carry out its wide-ranging responsibilities. The First Bank board recognizes the benefits of diversity in its membership as a competitive advantage, which is in keeping with First Bank’s commitment to diversity and inclusion at all levels of First Bank’s workforce. For purposes of board composition, diversity includes, but is not limited to: skills and experience, gender, race, culture and ethnicity, sexual orientation, income, ability, age, and language. The First Bank board will make good use of these differences and distinctions among individuals to determine the optimum composition of the board. While education and skills are important factors, the First Bank board of directors also considers how candidates will contribute to the overall balance of the board, so that First Bank and the First Bank board will benefit from directors with different perspectives, varying view points and diverse backgrounds and experiences.

Director Patrick M. Ryan pledged 139,646 shares of First Bank’s Common Stock to secure credit from third party financial institutions. Director Patrick L. Ryan pledged 103,560 shares of First Bank Common Stock to secure credit from a third party financial institution. Director John E. Strydesky pledged 91,000 shares of First Bank Common Stock to secure credit from a third party financial institution. None of these pledges would result in a change of control.

First Bank has not adopted a policy regarding the ability of officers, directors and employees to purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) or otherwise engage in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of registrant equity securities.

A majority of First Bank’s directors are independent under the NASDAQ Marketplace Rules (the “NASDAQ Listing Rules”). Patrick L. Ryan, who serves as President and CEO, is not considered “independent” by virtue of his current employment with First Bank. Patrick M. Ryan, Chairman, is not considered “independent” as he is the father of Patrick L. Ryan, President and Chief Executive Officer. In making the independence determinations the board of directors considered the transactions and relationships disclosed under the “Related Party Transactions” section below.

The business affairs of First Bank are overseen by a board of directors. The First Bank board of directors meets on a monthly and on an “as-needed” basis. During 2022, the First Bank board of directors met fifteen (15) times.

For the year ended December 31, 2022, each director attended at least 75% of the aggregate total number of meetings of the First Bank board of directors and board committees on which the director served.

The First Bank board of directors has a standing Audit and Risk Management Committee, a Nominating and Governance Committee and a Compensation and Personnel Committee. The composition and responsibilities of each committee are described below. Members serve on these committees until their resignation or until otherwise determined by the board of directors. The First Bank board of directors has adopted a written charter for each aforementioned standing committee, which are available on First Bank’s website at www.firstbanknj.com.

The First Bank board of directors also has the following standing committees: Asset and Liability Management Committee, Compliance Committee, Board Loan Committee, Information Technology Committee and Strategic Planning Committee.

The Audit and Risk Management Committee is responsible for the selection and recommendation of the independent registered public accounting firm for the annual financial statements audit and to oversee First Bank’s adherence to a system of internal controls over financial reporting. The Audit and Risk Management Committee reviews and accepts the reports of First Bank’s independent registered public accountants, federal and state examiners and internal auditors. During 2022, the Audit and Risk Management Committee was chaired by Mr. Josephs and the other members were Messrs. Gamble, Goodman, Salz and Strydesky.

Each member of the Audit and Risk Management Committee is “independent” as defined by the NASDAQ Listing Rules and the independence requirements of Rule 10A-3 of the Exchange Act. Each member of the Audit and Risk Management Committee is able to read and understand fundamental financial statements, including First Bank’s statements of financial condition, statements of income and statements of cash flows. First Bank’s

board of directors has designated Glenn M. Josephs as its “audit committee financial expert” as such term is currently defined in Item 407(d)(5) of Regulation S-K. The Audit and Risk Management Committee met six times in 2022.

information as that required to be included by First Bank in its proxy statement with respect to nominees of the board of directors. Mr. Ryan will forward all recommendations to the Nominating and Governance Committee.

The Compensation and Personnel Committee (the “Compensation Committee”) assists, advises and makes recommendations to the board of directors on executive and director compensation matters, including evaluating and recommending to the board compensation and benefit plans for First Bank executives and directors, as well as evaluating the performance of First Bank’s executives. The Compensation Committee also has been delegated responsibility for making certain compensation decisions relating to First Bank’s executives and equity compensation plans.

The Compensation Committee also may request others, including compensation consultants and legal counsel, to attend meetings or to provide relevant information to assist the committee in its work. The Compensation Committee also has the authority to retain compensation and benefits consultants and legal counsel to assist the Committee in fulfilling its responsibilities and determine their independence.

For 2022 executive compensation, the Compensation Committee engaged Aon Human Capital Solutions, a division of Aon plc (“Aon”), for these services. The Compensation Committee considers competitive market data, advice and recommendations provided by its compensation consultant in making compensation decisions. The compensation consultant is independent of management, reports directly to the Compensation Committee, and has no economic relationship with First Bank other than the compensation consultant’s role as advisor to the Compensation Committee. The Compensation Committee does not delegate its authority regarding compensation.

The Compensation Committee is chaired by Ms. Hanson and the other members are Messrs. Borden, Gamble, Goodman, Josephs, and Salz, all of whom are “independent” as determined under the definition of independence set forth in NASDAQ’s rules and listing standards. Each member of the Committee is a non-employee director within the meaning of Rule 16b-3 of the rules promulgated under the Exchange Act. During 2022, the Compensation Committee met four times.

First Bank is a “smaller reporting company” under Item 10 of Regulation S-K promulgated under the Exchange Act and the following compensation disclosure is intended to comply with the requirements applicable to smaller reporting companies. Although SEC rules allow First Bank, as a smaller reporting company, to provide less detail about its executive compensation program, the Compensation Committee is committed to providing the information necessary to help shareholders understand its executive compensation-related decisions. Accordingly, this section includes supplemental narratives that describe the 2022 executive compensation program for First Bank’s named executive officers. You are encouraged to refer to the compensation tables that appear later in this joint proxy statement/offering circular while reviewing this section in order to understand how the compensation philosophy is put into action.

In 2022, First Bank achieved record earnings per dilutive share of $1.84, representing a 2.8% increase over 2021. Net income for 2022 was $36.3 million, an increase of $858,000 or 2.4%, compared to $35.4 million in 2021. In addition, First Bank’s return on average assets and return on average equity during 2022 were 1.40% and 13.07%, respectively, compared to 1.46% and 13.96% in 2021. First Bank’s increased net income was driven by a year-over-year increase to First Bank’s net interest income. While First Bank has experienced pressure on expenses, due primarily to First Bank’s growth, First Bank’s focus has remained on cost containment, reflective of an efficiency ratio of below 50% for the fourth quarter of 2022 and the last eight consecutive quarters. The increase in net interest income of 11.3%, First Bank’s most significant component of operating income, was driven by notably higher interest and dividend income in a period of rapidly increasing interest rates and uncertain economic conditions. Finally, First Bank’s credit quality profile remained strong. Nonperforming assets as a percentage of total assets, declined from 0.55% as of December 31, 2021 to only 0.23% as of December 31, 2022. In 2022, First Bank realized only $1.1 million in net charge offs compared to $4,000 in net recoveries in 2021.

The following Compensation Philosophy outlines First Bank’s pay-for-performance philosophy, and First Bank believes that First Bank’s executive compensation is consistent with First Bank’s recent performance.

First Bank’s executive compensation program reflects First Bank’s pay-for-performance philosophy and is designed to align the interests of management with First Bank’s long-term success and the interests of its shareholders. The governing principle behind First Bank’s executive compensation policies and programs is aligning executive compensation with the financial strength and long-term profitability of First Bank as well as long-term shareholder value creation. The Compensation Committee achieves this objective by rewarding successful annual performance through short-term cash incentives and granting meaningful equity awards to executives to align their interests with shareholder interests. First Bank is committed to the compensation principle of paying for performance, and First Bank believes that First Bank’s compensation mix encourages prudent risk taking and aligns individual rewards with the success of First Bank.

The Compensation Committee also recognizes that attracting and retaining high-quality management is critical to First Bank’s long-term success in a highly regulated and competitive industry. First Bank’s goal is to be a high-performing company, so First Bank’s executive compensation package is designed to attract, retain, motivate and reward high-quality executives for strong performance. Accordingly, First Bank believes that executive compensation should be determined according to a market-competitive framework and should reflect a combination of overall financial and non-financial performance results, collaboration and individual contributions. The Compensation Committee believes the following executive compensation policies and programs are consistent with this philosophy:

Prior to establishing 2022 compensation levels for First Bank’s named executive officers (“NEOs”), the Compensation Committee once again engaged Aon Human Capital Solutions, a division of Aon to undertake a comprehensive review of its executive compensation practices in relation to peer institutions. This review included competitive assessments of base salary, short-term cash incentive awards, long-term equity incentive awards and executive benefits and perquisites. The compensation review by Aon was utilized by the Compensation Committee as one of several considerations in establishing the 2022 executive compensation program for First Bank’s executives.

The peer group utilized in the executive compensation review was established based on a number of factors, including location, asset size and business profile. Each of the companies is publicly-traded and was within a range of approximately 0.7-2.2 times First Bank’s asset size as of the time the peer group was selected.

For 2022, First Bank’s peer group consisted of the following companies:

There are three major components of First Bank’s executive compensation program:

In setting base annual salary levels for executive officers, the Compensation Committee evaluates the responsibilities of the position held, job complexity, knowledge and the required experience of the individual, and considers compensation practices for comparable positions within the banking industry and at First Bank’s peer companies. In addition, the performance of each individual executive officer is considered, as well as First Bank’s overall financial performance for the previous fiscal year and the contributions to such performance made by the executive officer and his or her department.

The table below outlines the 2021 and 2022 salaries for each of First Bank’s named executive officers:

The Employee Incentive Plan was developed as a meaningful compensation tool to encourage and reward all employees, including executive officers, for the part that they play in the overall success of First Bank. The plan is designed to provide results-oriented variable compensation which is directly linked to overall Bank performance and to provide for recognition of varied individual contributions to team and corporate First Bank success. The plan is based upon overall company performance against pre-defined performance factors which may change from year to year. For 2022, the plan objectives and pre-defined performance levels were as follows:

As shown above, First Bank achieved strong performance results in 2022 compared to the approved plan goals. Based on the performance results shown above, the cash incentive pool under the Employee Incentive Plan funded at 112% of target.

After approval of the plan pool funding based on corporate performance, the CEO, or the Compensation Committee in the case of the CEO’s incentive, approves the allocation of cash incentive awards to each individual. In the case of the CEO, the Committee determined to award him a cash incentive equal to 112% of his target award, commensurate with corporate performance of 112% of target.

Cash incentives awarded to First Bank’s NEOs under First Bank’s Employee Incentive Plan for 2022 performance were as follows:

In March 2021, the Compensation Committee approved a Long-Term Incentive Plan that formalized the process for issuing long-term incentive compensation for First Bank. The Long-Term Incentive Plan determines which employees are eligible for long-term incentive compensation and outlines certain financial metrics that will be utilized to assist the Compensation Committee in determining the dollar amount of long-term incentive compensation that will be issued. The Long-Term Incentive Plan includes a discretionary portion that allows for flexibility when the Compensation Committee is determining long-term incentive amounts for executives and other eligible employees.

For long-term incentive awards issued in February 2022, the performance metrics under the Long-Term Incentive Plan, as reflected below, were both measured utilizing 2021 results, as well as the Committee’s discretionary evaluation of performance. The plan objectives and pre-defined performance levels were as follows:

Long-term incentive awards consist of options to acquire shares of First Bank common stock and restricted stock awards under First Bank’s equity compensation plan. Per SEC rules, the awards reported in the following table as well as the Summary Compensation Table later in this joint proxy statement/offering circular reflect equity granted in February 2022 based on performance in 2021.

The stock options and shares of restricted stock granted in 2022 and prior years vest on each of the first three anniversaries of the grant date. Restricted shares granted to our NEOs in 2022 are also subject to a one-year post-vesting holding period, during which time shares may not be sold or otherwise transferred.

The Compensation Committee believes making these various long-term compensation vehicles available to executive officers, coupled with annual base salaries and annual cash incentives, further the objectives of the Compensation Committee of aligning the interests of executive officers with the long-term interests of shareholders.

In addition, as part of the total compensation provided for First Bank’s NEOs, First Bank maintains a 401(k) plan and a group term life insurance plan. Under First Bank’s 401(k) plan First Bank matches 50% of employee contributions, not to exceed 6% of their salary. Under First Bank’s group term life insurance plan, employees receive life insurance coverage equal to one (1) times salary up to a maximum of $250,000. First Bank also has

an enhanced group term life insurance plan, in which participants receive an additional two times salary life insurance benefit. Each of the NEOs participate in this plan.

First Bank also maintains a Supplemental Executive Retirement Plan (the “SERP”) benefit for Mr. Ryan. The SERP provides additional retirement benefits to Mr. Ryan, who has contributed significantly to the success and growth of First Bank, and whose continued services are vital to its continued growth and success. For further details on Mr. Ryan’s Employment Agreement and SERP please see disclosures located elsewhere in this joint proxy statement/offering circular.

The Compensation Committee has a general clawback policy in place to give First Bank the flexibility to recover previously paid incentive awards in certain circumstances.

The policy applies to current and former executive officers. In the case of a restatement of financial reports and fraud or intentional misconduct by an executive officer that contributed to the circumstances requiring restatement, First Bank can recover up to 100% of the incentive compensation paid to that individual in the three years prior to the restatement. The policy applies to all incentive compensation, including both cash and equity awards, issued to First Bank’s executives.

The Compensation Committee works closely with the CEO to evaluate and establish executive compensation programs and pay levels, and the CEO attends Committee meetings to discuss compensation programs and their alignment with performance. In addition, certain of other executive officers attend Committee meetings to facilitate discussion in administrative roles.

For each executive other than himself, the CEO presents information regarding performance along with recommendations regarding pay levels and program design features for approval by the Committee. In establishing compensation for the CEO, the Committee meets in executive session without the presence of the CEO for the discussion and approval of his compensation.

No executive is present for the Committee’s discussion of his or her compensation.

the Chairman to focus on overseeing the board of directors and making sure it is appropriately performing its duties. It also provides the board of directors with additional diversity of views on managing First Bank. Because the Chief Executive Officer and Chairman of the Board are related, the board of directors has appointed Leslie E. Goodman as Lead Independent Director. However, the board of directors will continue to review its governance structures as First Bank grows.

Risk is an inherent part of the business of banking. Risks faced by First Bank includes, among other things, accounting and financial controls, credit risk, interest rate risk and cybersecurity. The board of directors oversees these risks through the adoption of policies and by delegating oversight to certain committees, including the Audit and Risk Management Committee. The Compensation and Personnel Committee is responsible for oversight of compensation-related risks. These committees exercise oversight by establishing a corporate environment that promotes timely and effective disclosure, fiscal accountability and compliance with all applicable laws and regulations.

The board of directors has adopted a Code of Ethics governing the Chief Executive Officer and senior financial officers, as required by the Sarbanes Oxley Act and FDIC regulations, and the board of directors and all other officers and employees. This Code of Ethics governs matters such as conflicts of interest, use of corporate opportunity, confidentiality and compliance with laws. First Bank’s Code of Ethics is available on its website, https://frba.q4ir.com/corporate-profile/default.aspx. Any amendments to First Bank’s Code of Ethics, or waivers of its requirements, will be disclosed on First Bank’s website.

First Bank shareholders and other interested persons may communicate with members of the board of directors by writing to:

On June 4, 2021, Patrick L. Ryan, Peter J. Cahill and John F. Shepardson (collectively, the “Executives”) signed employment agreements (collectively, the “Agreements”) which were previously approved by First Bank’s board of directors. The Agreements continue Mr. Ryan’s role as First Bank’s President and Chief Executive Officer, Mr. Cahill’s role as First Bank’s Executive Vice President and Chief Lending Officer, and Mr. Shepardson’s role as First Bank’s Executive Vice President and Chief Operating Officer. The Agreements supersede any and all previous employment agreements. Capitalized terms not defined in this joint proxy statement/offering circular shall have the meaning set forth in the Agreements.

The current base annual salaries under the Agreements are $610,000, $300,000 and $280,000, respectively, for Mr. Ryan, Mr. Cahill and Mr. Shepardson. The Executives will continue to be eligible for insurance coverages and benefits available to First Bank’s senior management pursuant to the terms of such plans. The initial term of the Agreements will be three years from June 4, 2021 (the “Effective Date”). Commencing on the first anniversary of the Effective Date and continuing on each subsequent anniversary of the Effective Date (each anniversary referred to as a “Renewal Date”), the term will extend automatically for one additional year, so that the term will be three (3) years from the applicable Renewal Date, unless either First Bank or the Executive, by written notice to the other prior to the Renewal Date, notifies the other of its intent not to extend the term.

Mr. Ryan’s employment agreement provides that upon a termination of employment without cause or for good reason, within thirty (30) days following the termination of employment, the executive shall be entitled to receive a lump sum severance payment equal to 2.99 times the executive’s current annual base salary and the average of the annual cash bonus earned by the executive during the three calendar years prior to the termination of employment (or, if a termination of employment occurs in connection with a change in control, the annual cash bonus at target in the year of a change in control, if greater), and the amount of any bonus payment (without any multiplier) finally approved in accordance with First Bank’s then applicable policies and remaining unpaid on the date of such termination. In addition, all outstanding stock options, shares of restricted stock, and other equity awards held by Mr. Ryan shall fully vest, become free of any restrictions, and be immediately exercisable in accordance with their terms. To the extent permissible, First Bank also shall continue to provide to Mr. Ryan, at the same level of cost to Mr. Ryan as prior to such termination, the non-taxable hospital, health, disability and medical benefits which may be available from time to time to officers of First Bank, in accordance with the terms thereof, for thirty-six (36) months. If First Bank cannot provide the continued welfare benefits described in the preceding sentence, First Bank shall pay the executive a lump sum payment equal to First Bank’s portion of the premiums for such benefits for any months for which such benefits cannot be provided.

Upon the termination of Messrs. Cahill or Shepardson’s employment by First Bank (or any successor) without cause or with good reason within two years at or after a change in control, the Agreements provide that First Bank (or any successor) will pay or provide the executives, or the executive’s estate in the event of the executive’s subsequent death, with the following change in control severance:

In addition, the board of directors may immediately terminate Messrs. Cahill or Shepardson’s employment at any time without cause, and Messrs. Cahill or Shepardson may, by written notice to the board of directors, terminate their employment at any time with good reason and First Bank will pay or provide the executive the following non-change in control severance: