PFS Provident Financial Services Inc

RISK FACTORS

In addition to the other information contained in or incorporated by reference into this joint proxy statement/prospectus, including the matters addressed under the caption “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 31, Provident stockholders should carefully consider the following risk factors in deciding whether to vote for the approval of the Provident share issuance proposal, and Lakeland shareholders should carefully consider the following risk factors in deciding whether to vote for the approval of the Lakeland merger proposal.

Risks Relating to the Consummation of the Merger and Provident Following the Merger

Because the market price of Provident common stock may fluctuate, Lakeland shareholders cannot be certain of the market value of the merger consideration they will receive.

In the merger, each share of Lakeland common stock issued and outstanding immediately prior to the effective time, except for shares of Lakeland common stock owned by Lakeland as treasury stock or owned by Lakeland or Provident (in each case, other than shares of Lakeland common stock (i) held in trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity that are beneficially owned by third parties, or (ii) held, directly or indirectly, by Lakeland or Provident in respect of debts previously contracted), will be converted into 0.8319 of a share of Provident common stock. This exchange ratio is fixed and will not be adjusted for changes in the market price of either Provident common stock or Lakeland common stock. Changes in the price of Provident common stock between now and the time of the merger will affect the value that Lakeland shareholders will receive in the merger. Neither Provident nor Lakeland is permitted to terminate the merger agreement as a result of any increase or decrease in the market price of Provident common stock or Lakeland common stock.

Stock price changes may result from a variety of factors, including general market and economic conditions, changes in Provident’s and Lakeland’s businesses, operations and prospects, the recent volatility in the prices of securities in global financial markets, including market prices of Provident, Lakeland and other banking companies, the effects of the COVID-19 pandemic and regulatory considerations and tax laws, many of which are beyond Provident’s and Lakeland’s control. Therefore, at the time of the Provident special meeting and the Lakeland special meeting, Provident stockholders and Lakeland shareholders will not know the market value of the consideration that Lakeland shareholders will receive at the effective time. You should obtain current market quotations for shares of Provident common stock (NYSE: PFS) and for shares of Lakeland common stock (NASDAQ: LBAI).

The market price of Provident common stock after the merger may be affected by factors different from those currently affecting the shares of Provident common stock or Lakeland common stock.

In the merger, Lakeland shareholders will become Provident stockholders. Provident’s business differs from that of Lakeland and certain adjustments may be made to Provident’s business as a result of the merger. Accordingly, the results of operations of the combined company and the market price of Provident common stock after the completion of the merger may be affected by factors different from those currently affecting the independent results of operations of each of Provident and Lakeland. For a discussion of the businesses of Provident and Lakeland and of certain factors to consider in connection with those businesses, see the documents incorporated by reference in this joint proxy statement/prospectus and referred to under “Where You Can Find More Information” beginning on page 167.

The opinion delivered by Piper Sandler to Provident’s board of directors and the opinion delivered by KBW to Lakeland’s board of directors, respectively, prior to the entry into the merger agreement will not reflect changes in circumstances that may have occurred since the dates of the opinions.

The opinion from Piper Sandler, Provident’s financial advisor, to Provident’s board of directors, was delivered on and dated September 26, 2022, and the opinion from KBW, Lakeland’s financial advisor, to Lakeland’s board of directors was delivered on and dated September 26, 2022. Changes in the operations and prospects of

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Provident or Lakeland, general market and economic conditions and other factors which may be beyond the control of Provident and Lakeland, including the ongoing effects of the COVID-19 pandemic on such market and economic conditions, and the market prices of Provident and Lakeland, may have altered the value of Provident or Lakeland or the prices of shares of Provident common stock and shares of Lakeland common stock as of the date of this joint proxy statement/prospectus, or may alter such values and prices by the time the merger is completed. The opinions do not speak as of the date of this joint proxy statement/prospectus or as of any other date subsequent to the dates of those opinions.

Provident and Lakeland are expected to incur substantial costs related to the merger and integration.

Provident and Lakeland have incurred and expect to incur a number of non-recurring costs associated with the merger. These costs include legal, financial advisory, accounting, consulting and other advisory fees, severance/employee benefit-related costs, public company filing fees and other regulatory fees, financial printing and other printing costs and other related costs. Some of these costs are payable by either Provident or Lakeland regardless of whether the merger is completed. See “The Merger Agreement—Expenses and Fees” beginning on page 134.

Provident and Lakeland have incurred and expect to incur significant, non-recurring costs in connection with negotiating the merger agreement and closing the merger. In addition, the combined company will incur integration costs following the completion of the merger as Provident and Lakeland integrate their businesses, including facilities and systems consolidation costs and employment-related costs. Provident and Lakeland may also incur additional costs to maintain employee morale and to retain key employees. There are a large number of processes, policies, procedures, operations, technologies and systems that may need to be integrated, including purchasing, accounting and finance, payroll, compliance, treasury management, branch operations, vendor management, risk management, lines of business, pricing and benefits. While Provident and Lakeland have assumed that a certain level of costs will be incurred, there are many factors beyond their control that could affect the total amount or the timing of the integration costs. Moreover, many of the costs that will be incurred are, by their nature, difficult to estimate accurately. These integration costs may result in the combined company taking charges against earnings following the completion of the merger, and the amount and timing of such charges are uncertain at present. There can be no assurances that the expected benefits and efficiencies related to the integration of the businesses will be realized to offset these transaction and integration costs over time. Anticipated pre-tax transaction costs are currently estimated to be approximately $95 million.

Combining Provident and Lakeland may be more difficult, costly or time-consuming than expected, and Provident and Lakeland may fail to realize the anticipated benefits of the merger.

This is a merger transaction combining two (2) financial institutions of relatively similar asset size. The success of the merger will depend, in part, on the ability to realize the anticipated cost savings from combining the businesses of Provident and Lakeland. To realize the anticipated benefits and cost savings from the merger, Provident and Lakeland must successfully integrate and combine their businesses in a manner that permits those cost savings to be realized, without adversely affecting current revenues and future growth. If Provident and Lakeland are not able to successfully achieve these objectives, the anticipated benefits of the merger may not be realized fully or at all or may take longer to realize than expected. In addition, the actual cost savings of the merger could be less than anticipated, and integration may result in additional and unforeseen expenses.

An inability to realize the full extent of the anticipated benefits of the merger and the other transactions contemplated by the merger agreement, as well as any delays encountered in the integration process, could have an adverse effect upon the revenues, levels of expenses and operating results of the combined company following the completion of the merger, which may adversely affect the value of the common stock of the combined company following the completion of the merger.

Provident and Lakeland have operated and, until the completion of the merger, must continue to operate, independently. 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 and policies that

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adversely affect the companies’ ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits and cost savings of the merger. Integration efforts between the two (2) companies may also divert management attention and resources. These integration matters could have an adverse effect on each of Provident and Lakeland during this transition period and for an undetermined period after completion of the merger on the combined company.

Furthermore, the board of directors and executive leadership of the combined company will consist of former directors and executive officers from each of Provident and Lakeland. Combining the boards of directors and management teams of each company into a single board and a single management team could require the reconciliation of differing priorities and philosophies.

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

Litigation related to the merger has been filed against Provident, the Provident board of directors, Lakeland and the Lakeland board of directors, and additional litigation may be filed against Provident, the Provident board of directors, Lakeland and the Lakeland board of directors in the future. The outcome of any litigation is uncertain. 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, the holdco merger, the bank 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 Provident or Lakeland from completing the merger, the holdco merger, the bank merger or any of the other transactions contemplated by the merger agreement, then such injunction may delay or prevent the effectiveness of the merger and could result in significant costs to Provident and/or Lakeland, including costs in connection with the defense or settlement of any shareholder lawsuits filed in connection with the merger and costs associated with the indemnification of directors and officers of each company. Further, such lawsuits and the defense or settlement of any such lawsuits may have an adverse effect on the financial condition and results of operations of Provident and Lakeland and could prevent or delay the completion of the merger.

The future results of the combined company following the merger may suffer if the combined company does not effectively manage its expanded operations.

Following the merger, the size of the business of the combined company will increase beyond the current size of either Provident’s or Lakeland’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.

The combined company may be unable to retain Provident and/or Lakeland personnel successfully after the merger is completed.

The success of the merger will depend in part on the combined company’s ability to retain the talents and dedication of key employees currently employed by Provident and Lakeland. It is possible that these employees may decide not to remain with Provident or Lakeland, as applicable, while the merger is pending or with the combined company after the merger is consummated. If Provident and Lakeland are unable to retain key employees, including management, who are critical to the successful integration and future operations of the

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companies, Provident and Lakeland could face disruptions in their operations, loss of existing customers, loss of key information, expertise or know-how and unanticipated additional recruitment costs. In addition, following the merger, if key employees terminate their employment, the combined company’s business activities may be adversely affected, and management’s attention may be diverted from successfully hiring suitable replacements, all of which may cause the combined company’s business to suffer. Provident and Lakeland also may not be able to locate or retain suitable replacements for any key employees who leave either company. See “The Merger—Governance of the Combined Company After the Merger” beginning on page 109.

Regulatory approvals may not be received, may take longer than expected, or may impose conditions that are not presently anticipated or that could have an adverse effect on the combined company following the merger.

Before the merger, the holdco merger and the bank merger may be completed, various approvals and consents must be obtained from the Federal Reserve Board, the FDIC and the NJDOBI and other regulatory authorities in the United States. 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 111. 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 revenues 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 completion 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 completion 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, neither Provident nor Lakeland, nor any of their respective subsidiaries, is permitted (without the written consent of the other party) to take any action, or commit 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, the holdco merger and the bank merger. See “The Merger—Regulatory Approvals” beginning on page 111.

As a result of the mergers, the combined company will become subject to additional requirements and restrictions imposed by the DOJ.

On September 28, 2022, Lakeland Bank entered into a consent order with the DOJ to resolve allegations of violations of the Fair Housing Act and Equal Credit Opportunity Act within the Newark, NJ-PA Metro Division, as constituted in 2015 (the “DOJ Consent Order”). The DOJ Consent Order was approved by the U.S. District Court for the District of New Jersey on September 29, 2022.

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The DOJ Consent Order requires Lakeland Bank to, among other things, invest $12 million over five years in a loan subsidy fund to increase credit opportunities to residents of majority-Black and Hispanic census tracts in Essex, Morris, Somerset, Sussex and Union Counties, New Jersey (the “Newark Lending Area”), and devote a minimum of $400,000 over five years toward community development partnership contributions in the Newark Lending Area and $150,000 per year over five years toward advertising, community outreach, and credit repair and education in the Newark Lending Area. Pursuant to the terms of the consent order, Lakeland Bank will also establish two new full-service branches in majority-Black and Hispanic census tracts: one in Newark, New Jersey and one in the Newark Lending Area. In addition, Lakeland Bank must continue to maintain its full-time Community Development Officer position to oversee these efforts throughout the term of the consent order.

As required by the terms of the DOJ Consent Order, Provident Bank, as the resulting institution in the bank merger, has agreed to and will assume all obligations under the DOJ Consent Order in connection with the bank merger. Both Provident Bank and Lakeland Bank are committed to full compliance with the DOJ Consent Order. However, achieving such compliance could require Lakeland Bank, prior to the completion of the merger, to expend significant management attention and incur unanticipated costs and expenses. The combined bank could similarly be required to expend significant management attention and incur unanticipated costs and expenses to achieve compliance with the DOJ Consent Order. Actions taken to achieve compliance with the DOJ Consent Order may affect Lakeland Bank’s and the combined bank’s business or financial performance and may require Lakeland Bank or the combined bank to reallocate resources away from existing businesses or to undertake significant changes to their respective businesses, operations, products and services and risk management practices. In addition, although the DOJ Consent Order resolved all claims by the DOJ against Lakeland Bank, Lakeland and its subsidiaries or, following the mergers, the combined company and its subsidiaries could be subject to other enforcement actions relating to the alleged violations resolved by the DOJ Consent Order.

The unaudited pro forma condensed combined financial information included in this joint proxy statement/prospectus is preliminary and the actual consideration to be issued in the merger as well as the actual financial condition and results of operations of the combined company after the merger may differ materially.

The unaudited pro forma condensed combined financial information in this joint proxy statement/prospectus 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 Lakeland 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 Lakeland as of the date of the completion 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. For more information, see “Unaudited Pro Forma Condensed Combined Financial Statements” beginning on page 139.

Certain of Provident’s and Lakeland’s directors and executive officers may have interests in the merger that may differ from, or are in addition to, the interests of Provident stockholders and Lakeland shareholders.

Provident stockholders and Lakeland shareholders should be aware that some of Provident’s and Lakeland’s directors and executive officers may have interests in the merger and have arrangements that are different from, or in addition to, those of Provident stockholders and Lakeland shareholders. These interests and arrangements may create potential conflicts of interest. The Provident and Lakeland boards of directors were aware of these respective interests and considered these interests, among other matters, when making their decisions to approve the merger agreement, and in recommending that, in the case of the Provident board of directors, Provident stockholders vote to approve the issuance of Provident common stock to Lakeland shareholders pursuant to the

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merger agreement and, in the case of the Lakeland board of directors, Lakeland shareholders vote to approve the merger agreement. For a more complete description of these interests, please see “The Merger—Interests of Certain Provident Directors and Executive Officers in the Merger” beginning on page 101 and “The Merger—Interests of Certain Lakeland Directors and Executive Officers in the Merger” beginning on page 102.

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

The merger agreement is subject to a number of conditions which must be fulfilled in order to complete the merger. Those conditions include: (i) approval by Provident stockholders of the Provident share issuance proposal and approval by Lakeland shareholders of the Lakeland merger proposal; (ii) authorization for listing on the NYSE of the shares of Provident common stock to be issued in the merger, subject to official notice of issuance; (iii) the receipt of the requisite regulatory approvals, including the approval of the Federal Reserve Board, the FDIC and the NJDOBI; (iv) effectiveness of the registration statement on Form S-4 of which this joint proxy statement/prospectus forms a part; and (v) the absence of any order, injunction, decree or other legal restraint preventing the completion of the merger, the holdco merger, the bank merger or any of the other transactions contemplated by the merger agreement or making the completion of the merger, the holdco merger, the bank merger or any of the other transactions contemplated by the merger agreement illegal. Each party’s obligation to complete the merger is also subject to certain additional customary conditions, including (a) subject to applicable materiality standards, the accuracy of the representations and warranties of the other party, (b) the performance in all material respects by the other party of its obligations under the merger agreement, (c) the receipt by each party of an opinion from its counsel to the effect that the merger and the holdco merger, taken together, will qualify as a reorganization within the meaning of Section 368(a) of the Code and (d) the execution and delivery by Provident Bank or Lakeland Bank, as applicable, of the bank merger agreement.

These conditions to the closing may not be fulfilled in a timely manner or at all, and, accordingly, the merger may not be completed. In addition, the parties can mutually decide to terminate the merger agreement at any time, before or after the requisite stockholder and shareholder approvals, or Provident or Lakeland may elect to terminate the merger agreement in certain other circumstances. See “The Merger Agreement—Termination of the Merger Agreement” beginning on page 132.

Failure to complete the merger could negatively impact Provident or Lakeland.

If the merger is not completed for any reason, including as a result of Provident stockholders failing to approve the Provident share issuance proposal or Lakeland shareholders failing to approve the Lakeland merger proposal, there may be various adverse consequences and Provident and/or Lakeland may experience negative reactions from the financial markets and from their respective customers and employees. For example, Provident’s or Lakeland’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 Provident common stock or Lakeland 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. Provident and/or Lakeland also could be subject to litigation related to any failure to complete the merger or to proceedings commenced against Provident or Lakeland to perform their respective obligations under the merger agreement. If the merger agreement is terminated under certain circumstances, either Provident or Lakeland may be required to pay a termination fee of $50 million to the other party.

Additionally, each of Provident and Lakeland has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement, as well as the costs and expenses of preparing, filing, printing and mailing this joint proxy statement/prospectus, and all filing and other fees paid in connection with the merger. If the merger is not completed, Provident and Lakeland would have to pay these expenses without realizing the expected benefits of the merger.

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In connection with the merger, Provident will assume Lakeland’s outstanding debt obligations, and the combined company’s level of indebtedness following the completion of the merger could adversely affect the combined company’s ability to raise additional capital and to meet its obligations under its existing indebtedness.

In connection with the merger, Provident will assume Lakeland’s outstanding indebtedness. Provident’s existing debt, together with any future incurrence of additional indebtedness, and the assumption of Lakeland’s outstanding indebtedness, could have important consequences for the combined company’s creditors and the combined company’s stockholders. For example, it could:

Provident and Lakeland will be subject to business uncertainties and contractual restrictions while the merger is pending.

Uncertainty about the effect of the merger on employees and customers may have an adverse effect on Provident and Lakeland. These uncertainties may impair Provident’s or Lakeland’s ability to attract, retain and motivate key personnel until the merger is completed, and could cause customers and others that deal with Provident or Lakeland to seek to change existing business relationships with Provident or Lakeland. In addition, subject to certain exceptions, Provident and Lakeland have each agreed to operate its business in the ordinary course in all material respects and to refrain from taking certain actions that may adversely affect its ability to consummate the transactions contemplated by the merger agreement on a timely basis without the consent of the other party. These restrictions may prevent Provident and/or Lakeland from pursuing attractive business opportunities that may arise prior to the completion of the merger. See “The Merger Agreement—Covenants and Agreements” beginning on page 122 for a description of the restrictive covenants applicable to Provident and Lakeland.

The announcement of the proposed merger could disrupt Provident’s and Lakeland’s relationships with their customers, suppliers, business partners and others, as well as their operating results and businesses generally.

Whether or not the merger is ultimately consummated, as a result of uncertainty related to the proposed transactions, risks relating to the impact of the announcement of the merger on Provident’s and Lakeland’s businesses include the following:

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

The current volatile interest rate environment may adversely impact the fair value adjustments of investments and loans acquired in the merger.

Upon the closing of the merger, the combined company will need to adjust the fair value of Lakeland’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.

The merger agreement limits Provident’s and Lakeland’s respective abilities to pursue alternatives to the merger and may discourage other companies from trying to acquire Provident or Lakeland.

The merger agreement contains “no shop” covenants that restrict each of Provident’s and Lakeland’s ability to, directly or indirectly, among other things, initiate, solicit, knowingly encourage or knowingly facilitate, inquiries or proposals with respect to, or, subject to certain exceptions generally related to the exercise of fiduciary duties by Provident’s and Lakeland’s respective board of directors, engage in any negotiations concerning, or provide any confidential or non-public information or data relating to, any alternative acquisition proposals. These provisions, which include a $50 million termination fee payable under certain circumstances, may discourage a potential third-party acquirer that might have an interest in acquiring all or a significant part of Provident or Lakeland from considering or proposing that acquisition. For more information, see “The Merger Agreement—Meetings; Recommendation of Lakeland’s and Provident’s Boards of Directors” and “The Merger Agreement—Agreement Not to Solicit Other Offers; Termination of the Merger Agreement; Effect of Termination; Termination Fee” beginning on pages 129 and 130 respectively.

The shares of Provident common stock to be received by Lakeland shareholders as a result of the merger will have different rights from the shares of Lakeland common stock.

In the merger, Lakeland shareholders will become Provident stockholders and their rights as stockholders will be governed by Delaware law and the governing documents of the combined company following the merger. The rights associated with Provident common stock are different from the rights associated with Lakeland common stock. See “Comparison of the Rights of Provident Stockholders and Lakeland Shareholders” beginning on page 151 for a discussion of the different rights associated with Provident common stock.

Provident stockholders and Lakeland shareholders will have reduced ownership and voting interest in the combined company after the consummation of the merger and will exercise less influence over management.

Provident stockholders and Lakeland shareholders currently have the right to vote in the election of the board of directors and on other matters affecting Provident and Lakeland, respectively. When the merger is completed, each Provident stockholder and each Lakeland shareholder will become a holder of common stock of the combined company, with a percentage ownership of the combined company that is smaller than the holder’s percentage ownership of either Provident or Lakeland individually, as applicable, prior to the consummation of the merger. Based on the number of shares of Provident common stock and Lakeland common stock outstanding as of the close of business on the respective record dates, and based on the number of shares of Provident common stock expected to be issued in the merger, the former Lakeland shareholders, as a group, are estimated to own approximately forty-six percent (46%) of the fully diluted shares of the combined company immediately after the merger and current Provident stockholders as a group are estimated to own approximately fifty-four percent (54%) of the fully diluted shares of the combined company immediately after the merger. Because of

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this, Lakeland shareholders may have less influence on the management and policies of the combined company than they now have on the management and policies of Lakeland, and Provident stockholders may have less influence on the management and policies of the combined company than they now have on the management and policies of Provident.

Issuance of shares of Provident common stock in connection with the merger may adversely affect the market price of Provident common stock.

In connection with the payment of the merger consideration, Provident expects to issue approximately 54.5 million shares of Provident common stock to Lakeland shareholders. The issuance of these new shares of Provident common stock may result in fluctuations in the market price of Provident common stock, including a stock price decrease.

Provident stockholders and Lakeland shareholders will not have appraisal rights or dissenters’ rights in the merger.

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

Under Section 262 of the DGCL, Provident stockholders will not be entitled to appraisal rights in connection with the merger. If the merger is completed, Provident stockholders will not receive any consideration, and their shares of Provident common stock will remain outstanding and will constitute shares of Provident following the completion of the merger. Accordingly, Provident stockholders are not entitled to any appraisal rights in connection with the merger.

Under Title 14A, Chapter 11 of the NJBCA, shareholders have the right to dissent from any plan of merger or consolidation to which the corporation is a party, and to demand payment for the fair value of their shares. However, unless the corporation’s certificate of incorporation otherwise provides, dissenters’ rights of appraisal do not apply to any plan of merger or consolidation with respect to shares (i) of a class or series which is listed on a national securities exchange or is held of record by not less than one thousand (1,000) holders or (ii) for which, pursuant to the plan of merger or consolidation, such shareholder will receive (a) cash, (b) shares, obligations or other securities which, upon consummation of the merger or consolidation, will either be listed on a national securities exchange or held of record by not less than one thousand (1,000) holders, or (c) cash and such securities. The Lakeland certificate of incorporation is silent as to dissenters’ rights of appraisal. Lakeland common stock is currently listed on NASDAQ, a national securities exchange, and is expected to continue to be so listed until the occurrence of the merger. In addition, Lakeland shareholders will receive as consideration in the merger shares of Provident common stock, which shares are currently listed on the NYSE, a national securities exchange, and are expected to be so listed at the effective time, and cash in lieu of fractional shares. Accordingly, Lakeland shareholders are not entitled to any dissenters’ rights of appraisal in connection with the merger.

Stockholder or shareholder litigation could prevent or delay the completion of the merger or otherwise negatively impact the business and operations of Provident and Lakeland.

Stockholders of Provident and/or shareholders of Lakeland may file lawsuits against Provident, Lakeland 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, the holdco merger, the bank 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 Provident or Lakeland defendants from completing the merger, the holdco

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merger, the bank merger or any of the other transactions contemplated by the merger agreement, then such injunction may delay or prevent the effectiveness of the merger and could result in significant costs to Provident and/or Lakeland, including any cost associated with the indemnification of directors and officers of each company. Provident and Lakeland may incur costs in connection with the defense or settlement of any stockholder or shareholder lawsuits filed in connection with the merger. Such litigation could have an adverse effect on the financial condition and results of operations of Provident and Lakeland and could prevent or delay the completion of the merger.

Risks Relating to Provident’s Business

You should read and consider risk factors specific to Provident’s business that will also affect the combined company after the merger. These risks are described in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Provident’s Annual Report on Form 10-K for the year ended December 31, 2021, in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Provident’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022, June 30, 2022 and September 30, 2022, and in other documents incorporated by reference into this joint proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 167 of this joint proxy statement/prospectus for the location of information incorporated by reference into this joint proxy statement/prospectus.

Risks Relating to Lakeland’s Business

You should read and consider risk factors specific to Lakeland’s business that will also affect the combined company after the merger. These risks are described in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Lakeland’s Annual Report on Form 10-K for the year ended December 31, 2021, in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Lakeland’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022, June 30, 2022 and September 30, 2022, and in other documents incorporated by reference into this joint proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 167 of this joint proxy statement/prospectus for the location of information incorporated by reference into this joint proxy statement/prospectus.

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THE PROVIDENT SPECIAL MEETING

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

Date, Time and Place of the Meeting

The Provident special meeting will be held virtually via the internet on February 1, 2023 at 10 a.m., Eastern Time. In light of the ongoing developments related to the COVID-19 pandemic and to support the health and safety of our stockholders, employees and community, the Provident special meeting will be held in a virtual-only meeting format conducted via live webcast. Stockholders may participate in the virtual meeting by accessing www.virtualshareholdermeeting.com/PFS2023SM.

Matters to Be Considered

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

Recommendation of Provident’s Board of Directors

The Provident board of directors recommends that you vote “FOR” the Provident share issuance proposal and “FOR” the Provident adjournment proposal. See “The Merger—Provident’s Reasons for the Merger; Recommendation of Provident’s Board of Directors” beginning on page 67 for a more detailed discussion of the Provident board of directors’ recommendation.

Record Date and Quorum

The Provident board of directors has fixed the close of business on December 16, 2022 as the record date for the determination of Provident stockholders entitled to notice of and to vote at the Provident special meeting. As of the Provident record date, there were 75,274,674 shares of Provident common stock outstanding.

Holders of a majority of the outstanding shares of Provident common stock entitled to vote at the Provident special meeting (after subtracting any shares in excess of the Provident Limit pursuant to the Provident certificate of incorporation) must be present, either in attendance virtually via the Provident special meeting website or by proxy, to constitute a quorum at the Provident special meeting. If you fail to submit a proxy prior to the special meeting or to vote at the Provident special meeting via the Provident special meeting website, your shares of Provident common stock will not be counted towards a quorum. Abstentions will be included in determining the number of shares present at the meeting for the purpose of determining the presence of a quorum, but not a broker non-vote or other failure to vote.

Under the Provident bylaws, if a quorum is not present at the Provident special meeting, the chairman of the Provident special meeting or holders of a majority of the shares of Provident common stock entitled to vote who are present (including virtually via the Provident special meeting website) or by proxy at the Provident special meeting may adjourn the Provident special meeting.

At the Provident special meeting, each share of Provident common stock is entitled to one (1) vote on all matters properly submitted to Provident stockholders, subject to the Provident Limit pursuant to the Provident certificate of incorporation.

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As of the close of business on the Provident record date, Provident directors and executive officers and their affiliates owned and were entitled to vote approximately 2,922,383 shares of Provident common stock, representing less than four percent (4%) of the outstanding shares of Provident common stock. We currently expect that Provident’s directors and executive officers will vote their shares in favor of the Provident share issuance proposal and the Provident adjournment proposal, although none of them has entered into any agreements obligating them to do so.

Broker Non-Votes

A broker non-vote occurs when a bank, broker, trustee or other nominee is not permitted to vote on a “non-routine” matter without instructions from the beneficial owner of the shares and the beneficial owner fails to provide the bank, broker, trustee or other nominee with such instructions. Broker non-votes only count toward a quorum if at least one (1) proposal is presented with respect to which the bank, broker, trustee or other nominee has discretionary authority. It is expected that all proposals to be voted on at the Provident special meeting will be “non-routine” matters, and, as such, broker non-votes, if any, will not be counted as present and entitled to vote for purposes of determining a quorum at the Provident special meeting. If your bank, broker, trustee or other nominee holds your shares of Provident common stock in “street name,” such entity will vote your shares of Provident common stock only if you provide instructions on how to vote by complying with the instructions provided to you by your bank, broker, trustee or other nominee with this joint proxy statement/prospectus.

Vote Required; Treatment of Abstentions and Failure to Vote

Provident share issuance proposal:

Vote required: Approval of the Provident share issuance proposal requires the affirmative vote of a majority of the votes cast affirmatively or negatively by the holders of outstanding shares of Provident common stock at the Provident special meeting. Approval of the Provident share issuance proposal is a condition to the completion of the merger.

Effect of abstentions and failure to vote: If you are present at the Provident special meeting and abstain from voting, or respond by proxy with an “ABSTAIN,” it will have no effect on the outcome of such proposal. If you are not present at the Provident special meeting and do not respond by proxy or do not provide your bank, broker, trustee or other nominee with instructions, as applicable, it will have no effect on the outcome of such proposal.

Provident adjournment proposal:

Vote required: If a quorum is present at the Provident special meeting, approval of the Provident adjournment proposal requires the affirmative vote of a majority of the votes cast affirmatively or negatively by the Provident stockholders at the Provident special meeting. In the absence of a quorum at the Provident special meeting, approval of the Provident adjournment proposal requires the affirmative vote of a majority of the shares of Provident common stock present at the Provident special meeting and entitled to vote on the Provident adjournment proposal.

Effect of abstentions and failure to vote: If a quorum is present at the Provident special meeting, if you are present at the Provident special meeting and abstain from voting, or respond by proxy with an “ABSTAIN,” it will have no effect on the outcome of such proposal. In the absence of a quorum at the Provident special meeting, if you are present at the Provident special meeting and abstain from voting, or respond by proxy with an “ABSTAIN,” it will have the same effect as a vote “AGAINST” the proposal. Whether or not a quorum is present at the Provident special meeting, if you are not present at the Provident special meeting and do not respond by proxy or do not provide your bank, broker, trustee or other nominee with instructions, as applicable, it will have no effect on the outcome of such proposal.

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Attending the Virtual Special Meeting

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

If you are a record holder, you will be able to attend the Provident special meeting online, ask questions and vote during the meeting by visiting www.virtualshareholdermeeting.com/PFS2023SM and following the instructions. Please have your 16-digit control number, which can be found on your notice, proxy card or voting instruction form, to access the meeting. If you are a beneficial owner, you also will be able to attend the Provident special meeting online, ask questions and vote during the meeting by visiting www.virtualshareholdermeeting.com/PFS2023SM and following the instructions. Please have your 16-digit control number, which can be found on your notice, proxy card or voting instruction form, to access the meeting. Please review this information prior to the Provident special meeting to ensure you have access.

See “—Shares Held in Street Name” below for further information.

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

Proxies

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

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

If you are a beneficial owner, the holder should check the voting form used by your bank, broker, trustee or other nominee to determine whether the holder may vote by telephone or the internet.

Every vote is important. Accordingly, you should sign, date and return the enclosed proxy card, or vote via the internet or by telephone, whether or not you plan to attend the Provident special meeting virtually via the

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Provident special meeting website. Sending in your proxy card or voting by telephone or via the internet will not prevent you from voting your shares personally via the Provident special meeting website at the meeting because you may revoke your proxy at any time before it is voted.

Shares Held in Street Name

If your shares are held in “street name” through a bank, broker, trustee or other nominee, you must instruct the bank, broker, trustee or other nominee on how to vote your shares. Your bank, broker, trustee or other nominee will vote your shares only if you provide specific instructions on how to vote by following the instructions provided to you by your bank, broker, trustee or other nominee.

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

Revocability of Proxies

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

If your shares are held in street name, you should follow your bank’s, broker’s, trustee’s or other nominee’s instructions regarding the revocation of proxies.

Attendance virtually at the Provident special meeting will not in and of itself constitute revocation of a proxy. A revocation or later-dated proxy received by Provident after the vote will not affect the vote. Written notices of revocation and other communications regarding the revocation of your proxy should be addressed to: Provident Financial Services, Inc., 111 Wood Avenue South, P.O. Box 1001, Iselin, New Jersey 08830-1001, Attention: Corporate Secretary. If the Provident virtual special meeting is postponed or adjourned, it will not affect the ability of Provident stockholders of record as of the record date to exercise their voting rights or to revoke any previously granted proxy using the methods described above.

Delivery of Proxy Materials

As permitted by applicable law, only one (1) copy of this joint proxy statement/prospectus is being delivered to Provident stockholders residing at the same address, unless such Provident stockholders have notified Provident of their desire to receive multiple copies of the joint proxy statement/prospectus.

Provident will promptly deliver, upon oral or written request, a separate copy of the joint proxy statement/prospectus to any Provident stockholder residing at an address to which only one (1) copy of such document was mailed. Requests for additional copies should be directed to Provident’s proxy solicitor, Alliance Advisors, LLC, by calling toll-free at (866) 619-8907.

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Solicitation of Proxies

Provident and Lakeland will share equally the expenses incurred in connection with the printing and mailing of this joint proxy statement/prospectus. To assist in the solicitation of proxies, Provident has retained Alliance Advisors, LLC, and will pay them a fee of $8,750 plus reasonable expenses for these services. Provident and its proxy solicitor may also request banks, brokers, trustees and other intermediaries holding shares of Provident common stock beneficially owned by others to send this document to, and obtain proxies from, the beneficial owners and may reimburse such record holders for their reasonable out-of-pocket expenses in so doing. Solicitation of proxies by mail may be supplemented by telephone and other electronic means, advertisements and personal solicitation by the directors, officers or employees of Provident. No additional compensation will be paid to Provident’s directors, officers or employees for solicitation.

Other Matters to Come Before the Provident Special Meeting

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

Assistance

If you need assistance in completing your proxy card, have questions regarding Provident’s special meeting or would like additional copies of this joint proxy statement/prospectus, please contact Provident Financial Services, Inc., 111 Wood Avenue South, P.O Box 1001, Iselin, New Jersey 08830-1001, telephone (732) 590-9306, or Provident’s proxy solicitor, Alliance Advisors, LLC, by calling toll-free at (866) 619-8907.

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PROVIDENT PROPOSALS

PROPOSAL 1: PROVIDENT SHARE ISSUANCE PROPOSAL

Pursuant to the merger agreement, Provident is asking Provident stockholders to approve issuance of Provident common stock to Lakeland shareholders. Provident stockholders should read this joint proxy statement/prospectus carefully and in its entirety, including the annexes, for more detailed information concerning the merger agreement and the merger. A copy of the merger agreement is attached to this joint proxy statement/prospectus as Annex A.

After careful consideration, the Provident board of directors, by a unanimous vote, adopted and approved the merger agreement and declared the merger agreement and the transactions contemplated thereby, including the merger, to be advisable and in the best interest of Provident and Provident stockholders. See “The Merger—Provident’s Reasons for the Merger; Recommendation of Provident’s Board of Directors” beginning on page 67 for a more detailed discussion of the Provident board of directors’ recommendation.

The approval of the Provident share issuance proposal by Provident stockholders is a condition to the completion of the merger.

The Provident board of directors unanimously recommends a vote “FOR” the Provident share issuance proposal.

PROPOSAL 2: PROVIDENT ADJOURNMENT PROPOSAL

The Provident special meeting may be adjourned to another time or place, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Provident special meeting to approve the Provident share issuance proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to Provident stockholders. If, at the Provident special meeting, the number of shares of Provident common stock present or represented and voting in favor of the Provident share issuance proposal is insufficient to approve the Provident share issuance proposal, Provident intends to move to adjourn the Provident special meeting in order to enable the Provident board of directors to solicit additional proxies for approval of the Provident share issuance proposal. In that event, Provident will ask Provident stockholders to vote upon the Provident adjournment proposal, but not the Provident share issuance proposal.

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

The Provident adjournment proposal is in addition to, and not in lieu of, the authority of the chairman of the meeting under the Provident bylaws to adjourn the Provident special meeting without a vote of stockholders in the absence of a quorum at the Provident special meeting.

The approval of the Provident adjournment proposal by Provident stockholders is not a condition to the completion of the merger.

The Provident board of directors unanimously recommends a vote “FOR” the Provident adjournment proposal.

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THE LAKELAND SPECIAL MEETING

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

Date, Time and Place of the Meeting

The Lakeland special meeting will be held virtually via the internet on February 1, 2023 at 10 a.m., Eastern Time. In light of the ongoing developments related to the COVID-19 pandemic and to support the health and safety of our shareholders, employees and community, the Lakeland special meeting will be held in a virtual-only meeting format conducted via live webcast. Shareholders may participate in the virtual meeting by accessing register.proxypush.com/LBAI.

Matters to Be Considered

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

Recommendation of Lakeland’s Board of Directors

The Lakeland board of directors recommends that you vote “FOR” the Lakeland merger proposal, “FOR” the Lakeland compensation proposal and “FOR” the Lakeland adjournment proposal. See “The Merger—Lakeland’s Reasons for the Merger; Recommendation of Lakeland’s Board of Directors” beginning on page 82 for a more detailed discussion of the Lakeland board of directors’ recommendation.

Record Date and Quorum

The Lakeland board of directors has fixed the close of business on December 16, 2022 as the record date for the determination of Lakeland shareholders entitled to notice of and to vote at the Lakeland special meeting. As of the Lakeland record date, there were 64,809,579 shares of Lakeland common stock outstanding.

Holders of a majority of the outstanding shares of Lakeland common stock entitled to vote at the Lakeland special meeting must be present, either in attendance virtually via the Lakeland special meeting website or by proxy, to constitute a quorum at the Lakeland special meeting. If you fail to submit a proxy prior to the special meeting or to vote at the Lakeland special meeting via the Lakeland special meeting website, your shares of Lakeland common stock will not be counted towards a quorum. Abstentions will be included in determining the number of shares present at the meeting for the purpose of determining the presence of a quorum, but not a broker non-vote or other failure to vote.

At the Lakeland special meeting, each share of Lakeland common stock is entitled to one (1) vote on all matters properly submitted to Lakeland shareholders.

As of the close of business on the Lakeland record date, Lakeland directors and executive officers and their affiliates owned and were entitled to vote approximately 3,123,058 million shares of Lakeland common stock, representing less than five percent (5%) of the outstanding shares of Lakeland common stock.

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We currently expect that Lakeland’s directors and executive officers will vote their shares in favor of the Lakeland merger proposal, the Lakeland compensation proposal and the Lakeland adjournment proposal, although none of them has entered into any agreements obligating them to do so.

Broker Non-Votes

A broker non-vote occurs when a bank, broker, trustee or other nominee is not permitted to vote on a “non-routine” matter without instructions from the beneficial owner of the shares and the beneficial owner fails to provide the bank, broker, trustee or other nominee with such instructions. Broker non-votes only count toward a quorum if at least one (1) proposal is presented with respect to which the bank, broker, trustee or other nominee has discretionary authority. It is expected that all proposals to be voted on at the Lakeland special meeting will be “non-routine” matters, and, as such, broker non-votes, if any, will not be counted as present and entitled to vote for purposes of determining a quorum at the Lakeland special meeting. If your bank, broker, trustee or other nominee holds your shares of Lakeland common stock in “street name,” such entity will vote your shares of Lakeland common stock only if you provide instructions on how to vote by complying with the instructions provided to you by your bank, broker, trustee or other nominee with this joint proxy statement/prospectus.

Vote Required; Treatment of Abstentions and Failure to Vote

Lakeland merger proposal:

Vote required: Approval of the Lakeland merger proposal requires the affirmative vote of a majority of the votes cast by the holders of outstanding shares of Lakeland common stock at the Lakeland special meeting. Approval of the Lakeland merger proposal is a condition to the completion of the merger.

Effect of abstentions and failure to vote: If you are present at the Lakeland special meeting and abstain from voting, or respond by proxy with an “ABSTAIN,” it will have no effect on the outcome of such proposal. If you are not present at the Lakeland special meeting and do not respond by proxy or do not provide your bank, broker, trustee or other nominee with instructions, as applicable and as may be required, it will have no effect on the outcome of such proposal.

Lakeland compensation proposal:

Vote required: Approval of the Lakeland compensation proposal requires the affirmative vote of a majority of the votes cast by the holders of outstanding shares of Lakeland common stock in attendance at the Lakeland special meeting or represented by proxy at the Lakeland special meeting. Approval of the Lakeland compensation proposal is not a condition to the completion of the merger.

Effect of abstentions and failure to vote: If you are present at the Lakeland special meeting and abstain from voting, or respond by proxy with an “ABSTAIN,” it will have no effect on the outcome of such proposal. If you are not present at the Lakeland special meeting and do not respond by proxy or do not provide your bank, broker, trustee or other nominee with instructions, as applicable and as may be required, it will have no effect on the vote count for such proposal.

Lakeland adjournment proposal:

Vote required: If a quorum is present at the Lakeland special meeting, approval of the Lakeland adjournment proposal requires the affirmative vote of a majority of the votes cast affirmatively or negatively by the holders of Lakeland common stock at the Lakeland special meeting. In the absence of a quorum at the Lakeland special meeting, approval of the Lakeland adjournment proposal requires the affirmative vote of a majority of the shares of Lakeland common stock present at the Lakeland special meeting and entitled to vote on the Lakeland adjournment proposal

Effect of abstentions and failure to vote: If a quorum is present at the Lakeland special meeting, if you are present at the Lakeland special meeting and abstain from voting, or respond by proxy with an “ABSTAIN,” it will have no effect on the outcome of such proposal. In the absence of a quorum at the Lakeland special

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meeting, if you are present at the Lakeland special meeting and abstain from voting, or respond by proxy with an “ABSTAIN,” it will have the same effect as a vote “AGAINST” the proposal. Whether or not a quorum is present at the Lakeland special meeting, if you are not present at the Lakeland special meeting and do not respond by proxy or do not provide your bank, broker, trustee or other nominee with instructions, as applicable, it will have no effect on the outcome of such proposal.

Attending the Virtual Special Meeting

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

If you are a record holder, you will be able to attend the Lakeland special meeting online, ask questions and vote during the meeting by visiting register.proxypush.com/LBAI and following the instructions. Please have your 11, 12 or 16-digit control number, which can be found on your notice, proxy card or voting instruction form, to access the meeting. If you are a beneficial owner, you also will be able to attend the Lakeland special meeting online, ask questions and vote during the meeting by visiting register.proxypush.com/LBAI and following the instructions. Please have your 11, 12 or 16-digit control number, which can be found on your notice, proxy card or voting instruction form, to access the meeting. Please review this information prior to the Lakeland special meeting to ensure you have access.

See “—Shares Held in Street Name” below for further information.

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

Proxies

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

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

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If you are a beneficial owner, the holder should check the voting form used by your bank, broker, trustee or other nominee to determine whether the holder may vote by telephone or the internet.

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

Shares Held in Street Name

If your shares are held in “street name” through a bank, broker, trustee or other nominee, you must instruct the bank, broker, trustee or other nominee on how to vote your shares. Your bank, broker, trustee or other nominee will vote your shares only if you provide specific instructions on how to vote by following the instructions provided to you by your bank, broker, trustee or other nominee.

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

Revocability of Proxies

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

If your shares are held in street name, you should follow your bank’s, broker’s, trustee’s or other nominee’s instructions regarding the revocation of proxies.

Attendance virtually at the Lakeland special meeting will not in and of itself constitute revocation of a proxy. A revocation or later-dated proxy received by Lakeland after the vote will not affect the vote. Written notices of revocation and other communications regarding the revocation of your proxy should be addressed to Lakeland Bancorp, Inc., 250 Oak Ridge Road, Oak Ridge, New Jersey 07438. Attention: Corporate Secretary. If the Lakeland virtual special meeting is postponed or adjourned, it will not affect the ability of Lakeland shareholders of record as of the record date to exercise their voting rights or to revoke any previously granted proxy using the methods described above.

Delivery of Proxy Materials

As permitted by applicable law, only one (1) copy of this joint proxy statement/prospectus is being delivered to Lakeland shareholders residing at the same address, unless such Lakeland shareholders have notified Lakeland of their desire to receive multiple copies of the joint proxy statement/prospectus.

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Lakeland will promptly deliver, upon oral or written request, a separate copy of the joint proxy statement/prospectus to any Lakeland shareholder residing at an address to which only one (1) copy of such document was mailed. Requests for additional copies should be directed to Lakeland’s proxy solicitor, Alliance Advisors, LLC, by calling toll-free at (855) 643-7311.

Solicitation of Proxies

Provident and Lakeland will share equally the expenses incurred in connection with the printing and mailing of this joint proxy statement/prospectus. To assist in the solicitation of proxies, Lakeland has retained Alliance Advisors, LLC, and will pay them a fee of $8,750 plus reasonable expenses for these services. Lakeland and its proxy solicitor may also request banks, brokers, trustees and other intermediaries holding shares of Lakeland common stock beneficially owned by others to send this document to, and obtain proxies from, the beneficial owners and may reimburse such record holders for their reasonable out-of-pocket expenses in so doing. Solicitation of proxies by mail may be supplemented by telephone and other electronic means, advertisements and personal solicitation by the directors, officers or employees of Lakeland. No additional compensation will be paid to Lakeland’s directors, officers or employees for solicitation.

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

Other Matters to Come Before the Lakeland Special Meeting

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

Assistance

If you need assistance in completing your proxy card, have questions regarding Lakeland’s special meeting or would like additional copies of this joint proxy statement/prospectus, please contact Lakeland Bancorp, Inc., 250 Oak Ridge Road, Oak Ridge, New Jersey 07438, (973) 697-2000 or Lakeland’s proxy solicitor, Alliance Advisors, LLC, by calling toll-free at (855) 643-7311.

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LAKELAND PROPOSALS

PROPOSAL 1: LAKELAND MERGER PROPOSAL

Pursuant to the merger agreement, Lakeland is asking Lakeland shareholders to approve the merger agreement. Lakeland shareholders should read this joint proxy statement/prospectus carefully and in its entirety, including the annexes, for more detailed information concerning the merger agreement and the transactions contemplated thereby. A copy of the merger agreement is attached to this joint proxy statement/prospectus as Annex A.

After careful consideration, the Lakeland board of directors, by a unanimous vote of all directors, approved the merger agreement and declared the merger agreement and the transactions contemplated thereby, including the merger, to be advisable and in the best interest of Lakeland and Lakeland shareholders. See “The Merger—Lakeland’s Reasons for the Merger; Recommendation of Lakeland’s Board of Directors” beginning on page 82 for a more detailed discussion of the Lakeland board of directors’ recommendation.

The approval of the Lakeland merger proposal by Lakeland shareholders is a condition to the completion of the merger.

The Lakeland board of directors unanimously recommends a vote “FOR” the Lakeland merger proposal.

PROPOSAL 2: LAKELAND COMPENSATION PROPOSAL

Pursuant to Section 14A of the Exchange Act and Rule 14a-21(c) thereunder, Lakeland is seeking a non-binding, advisory shareholder approval of the compensation of Lakeland’s named executive officers that is based on or otherwise relates to the merger as disclosed in the section entitled “The Merger—Interests of Certain Lakeland Directors and Executive Officers in the Merger—Potential Payments and Benefits to Lakeland’s Named Executive Officers in Connection with the Merger” beginning on page 107. The proposal gives Lakeland shareholders the opportunity to express their views on the merger-related compensation of Lakeland’s named executive officers.

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

“RESOLVED, that the compensation that will or may be paid or become payable to the Lakeland 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 Certain Lakeland Directors and Executive Officers in the Merger—Potential Payments and Benefits to Lakeland’s Named Executive Officers in Connection with the Merger,” are hereby APPROVED.”

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

The Lakeland board of directors unanimously recommends a vote “FOR” the advisory Lakeland compensation proposal.

PROPOSAL 3: LAKELAND ADJOURNMENT PROPOSAL

The Lakeland special meeting may be adjourned to another time or place, if necessary or appropriate, to solicit

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additional proxies if there are insufficient votes at the time of the Lakeland special meeting to approve the Lakeland merger proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to Lakeland shareholders.

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

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

The approval of the Lakeland adjournment proposal by Lakeland shareholders is not a condition to the completion of the merger.

The Lakeland board of directors unanimously recommends a vote “FOR” the Lakeland adjournment proposal.

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INFORMATION ABOUT THE COMPANIES

Provident

Provident is a Delaware corporation, a financial holding company and the bank holding company for Provident Bank. Provident was formed in 2002 following the completion of Provident Bank’s conversion to a New Jersey state-chartered capital stock savings bank. On January 15, 2003, Provident issued an aggregate of 59,618,300 shares of its common stock, par value $0.01 per share, in a subscription offering, and contributed $4.8 million in cash and 1,920,000 shares of its common stock to The Provident Bank Foundation, a charitable foundation established by Provident Bank. As a result of the conversion and related stock offering, Provident raised $567.2 million in net proceeds, of which $293.2 million was utilized to acquire all the outstanding common stock of Provident Bank. Provident continues to own all the outstanding common stock of Provident Bank. At September 30, 2022, Provident had total consolidated assets of $13.6 billion, deposits of $10.7 billion and stockholders’ equity of $1.6 billion.

Established in 1839, Provident Bank is a New Jersey state-chartered capital stock savings bank operating, as of September 30, 2022, 95 full-service branch offices throughout northern and central New Jersey, as well as in Bucks, Lehigh and Northampton Counties in Pennsylvania and Queens and Nassau Counties in New York. As a community- and customer-oriented institution, Provident Bank emphasizes personal service and customer convenience in serving the financial needs of the individuals, families and businesses residing in its primary market areas. Provident Bank attracts deposits from the general public and businesses primarily in the areas surrounding its banking offices and uses those funds, together with funds generated from operations and borrowings, to originate commercial real estate loans, commercial business loans, residential mortgage loans and consumer loans. Provident Bank invests in mortgage-backed securities and other permissible investments. In addition, Provident Bank provides fiduciary and wealth management services through its wholly owned subsidiary, Beacon Trust Company, and insurance services through its wholly owned subsidiary, Provident Protection Plus, Inc.

Provident’s common stock is traded on the NYSE under the symbol “PFS.” Provident has its main office at 239 Washington Street, Jersey City, New Jersey 07302 and operates its principal administrative office at 111 Wood Avenue South, Iselin, New Jersey 08830. Its telephone number is (732) 590-9200.

Lakeland

Lakeland is a New Jersey corporation, a financial holding company and the bank holding company for Lakeland Bank. Lakeland was organized in March 1989 and commenced operations on May 19, 1989, upon the consummation of the acquisition of all the outstanding stock of Lakeland Bank, formerly named Lakeland State Bank. Lakeland continues to own all the outstanding stock of Lakeland Bank. Lakeland has grown through a combination of organic growth and acquisitions. Since 1998, Lakeland has acquired nine community banks with an aggregate asset total of approximately $4.16 billion, including its most recent acquisition of 1st Constitution Bank and its parent, 1st Constitution Bancorp, which was completed on January 6, 2022. At September 30, 2022, Lakeland had total consolidated assets of $10.5 billion, deposits of $8.7 billion and stockholders’ equity of $1.1 billion.

Established in 1969, Lakeland Bank is a New Jersey state-chartered commercial bank. As of September 30, 2022, Lakeland operates 68 branch offices located throughout northern and central New Jersey and in Highland Mills, New York, and commercial lending centers strategically located in its market area. Lakeland Bank offers a broad range of lending, depository and related financial services to individuals and small to medium-sized businesses located primarily in northern and central New Jersey, the Hudson Valley region in New York and surrounding areas. In the lending area, these services include commercial real estate loans, commercial and industrial loans, short and medium term loans, lines of credit, letters of credit, inventory and accounts receivable financing, real estate construction loans, residential mortgage loans, SBA loans and merchant credit card services. Lakeland

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Bank’s depository products include demand deposits, as well as savings, money market and time accounts. Lakeland Bank offers online banking, mobile banking and wire transfer services to the business community and municipal relationships. In addition, Lakeland Bank offers cash management services, such as remote capture of deposits and overnight sweep repurchase agreements. Lakeland Bank also makes available investment advisory services for individuals and businesses. Additionally, Lakeland Bank provides commercial title insurance services through Lakeland Title Group LLC and life insurance products through Lakeland Financial Services Agency, Inc.

Lakeland’s common stock is traded on NASDAQ under the symbol “LBAI.” The principal executive offices of Lakeland are located at 250 Oak Ridge Road, Oak Ridge, New Jersey 07438, and its telephone number is (973) 697-2000.

Merger Sub

Merger Sub, a direct, wholly owned subsidiary of Provident, is a Delaware corporation that was incorporated for the sole purpose of effecting the merger. In the merger, Merger Sub will merge with and into Lakeland, with Lakeland surviving as a direct, wholly owned subsidiary of Provident and the separate corporate existence of Merger Sub will cease.

Merger Sub’s principal administrative office is located at c/o Provident Financial Services, Inc., 111 Wood Avenue South, Iselin, New Jersey 08830 and its telephone number is (732) 590-9200.

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