As filed with the Securities and Exchange Commission on August 27, 2021

Registration No. 333-210559333-                 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 1

TO

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

LAKELAND BANCORP, INC.

(Exact name of registrant as specified in its charter)

250 Oak Ridge Road

Oak Ridge, New Jersey 07438

(973) 697-2000

(Address, including ZIP Code, and telephone number, including area code, of registrant’s principal executive offices)

Thomas J. Shara

President and Chief Executive Officer

Lakeland Bancorp, Inc.

250 Oak Ridge Road

Oak Ridge, New Jersey 07438

(973) 697-2000

(Name, address, including ZIP Code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effectiveness of this registration statement.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” andfiler,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)¨		☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)		☐

CALCULATION OF REGISTRATION FEE

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the SEC, acting pursuant to such Section 8(a), may determine.

The information in this joint proxy statement and statement/prospectus is not complete and may be changed. A registration statement relating to the shares of Lakeland Bancorp, Inc. common stock to be issued in the merger has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This joint proxy statement and statement/prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale inis not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

PRELIMINARY-SUBJECTPRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS—SUBJECT TO COMPLETION

DATED MAY 11, 2016AUGUST 27, 2021

MERGER AND SHARE ISSUANCE PROPOSED—YOUR VOTE IS VERY IMPORTANT

Dear Shareholder:

The boardOn July 11, 2021, the boards of directors of Harmony Bank hasLakeland Bancorp, Inc. (which we refer to in this document as “Lakeland”) and 1st Constitution Bancorp (which we refer to in this document as “1st Constitution”) each unanimously approved an Agreement and Plan of Merger (which we refer to in this document as the “merger agreement”). Under the merger of Harmony Bankagreement, 1st Constitution will merge with and into Lakeland, Bank, awith Lakeland as the surviving company in the merger (the “merger”). Immediately following the merger, 1st Constitution’s wholly-owned subsidiary, of1st Constitution Bank, will merge with and into Lakeland’s wholly-owned subsidiary, Lakeland Bancorp, Inc. InBank, with Lakeland Bank as the surviving bank.

Under the terms of the merger agreement, if the merger is completed, the shareholders of Harmony Bank1st Constitution will receive 1.3577 shares of Lakeland common stock for each outstanding share of Harmony Bank1st Constitution common stock that they own at the effective time of the merger 1.25(other than shares (i) held by 1st Constitution as treasury stock, or (ii) owned directly or indirectly by Lakeland or 1st Constitution or any of Lakeland Bancorptheir respective subsidiaries (other than, in the case of clause (ii), shares in trust accounts, managed accounts and the like for the benefit of customers or shares held in satisfaction of a debt previously contracted) (such shares being referred to in this document as “excluded shares”)). On July 9, 2021, which was the last trading date preceding the public announcement of the proposed merger, the closing price of Lakeland’s common stock.

Lakeland Bancorp’sstock was $17.33, which, after giving effect to the 1.3577 exchange ratio, would result in merger consideration with an implied value of approximately $23.53 per share. As of [•], 2021, the latest practicable date prior to the mailing of this joint proxy statement/prospectus, the closing price of Lakeland’s common stock was $[•], which, after giving effect to the 1.3577 exchange ratio, would result in merger consideration with an implied value of approximately $[•] per share. Lakeland’s common stock is quotedlisted on theThe Nasdaq Global Select Market under the symbol “LBAI”. On May 10, 2016,“LBAI.” 1st Constitution’s common stock is listed on The Nasdaq Global Market under the closing salesymbol “FCCY.” The market prices of both Lakeland common stock and 1st Constitution common stock are likely to fluctuate before the completion of the merger; therefore, we urge you to obtain current market quotations for Lakeland common stock and 1st Constitution common stock.

The maximum number of shares of Lakeland common stock estimated to be issuable upon completion of the merger is approximately 14.2 million, based on the exchange ratio of 1.3577 and the number of shares of 1st Constitution common stock outstanding as of the date of filing of this document and the number of shares issuable upon the exercise of outstanding options. Following the completion of the merger, former 1st Constitution shareholders will hold approximately 22% of Lakeland’s common stock, based on the exchange ratio of 1.3577 and such estimated maximum number of shares. Additionally, as described in more detail elsewhere in this joint proxy statement/prospectus, under the terms of the merger agreement, if the average price of Lakeland Bancorp common stock on the Nasdaq Global Select Market was $11.16 per share.

If the market priceover a specified period of Lakeland Bancorp common stock falls substantially, both in absolute terms (that is,time decreases below $8.09) and by comparisoncertain specified thresholds, 1st Constitution would have a right to the list of banking institutions that comprise the Nasdaq Bank Index, Harmony Bank may terminate the merger agreement. However, if Harmony Banks seeksagreement, unless Lakeland elects to exercise this termination right, Lakeland Bancorp will have the right to negate such termination by increasingincrease the exchange ratio, from 1.25which would result in additional shares of Lakeland common stock being issued.

We cannot complete the merger without your approval. At our respective virtual special meetings, in addition to a formula amount determined in accordance withother business, Lakeland will ask its shareholders to approve the issuance of its common stock to holders of 1st Constitution common stock pursuant to the merger agreement, as described in this proxy statement and prospectus.

The merger cannot be completed unless Harmony Bank1st Constitution will ask its shareholders holding two thirds of the outstanding shares of Harmony Bank common stockto approve it. You will be asked to vote on the merger atagreement and the merger. Each of our special meeting.The Harmony Bank boardboards of directors unanimously recommends that you vote “FOR” each of the proposals to approvebe considered at the merger.respective virtual shareholder meetings. Directors and executive officers of Harmony Bank owning in

The Lakeland special meeting will be held virtually via the aggregate approximately 25.9% of Harmony Bank’s outstanding shares of common stockinternet on [                ], 2021 at [    ], Eastern Time.

The 1st Constitution special meeting will be held virtually via the dateinternet on [                ], 2021 at [    ], Eastern Time.

This joint proxy statement/prospectus provides you with detailed information about the merger agreement was signed have agreedand the merger. It also contains information about Lakeland and 1st Constitution and certain related matters. You are encouraged to vote in favorread this joint proxy statement/prospectus carefully. In particular, you should read the “Risk Factors” section beginning on page 22 for a discussion of the merger.

The date, timerisks you should consider in evaluating the proposed merger and place ofhow it will affect you. You can also obtain information about Lakeland and 1st Constitution from documents that have been filed with the meetingSecurities and Exchange Commission that are as follows:

Wednesday, June 22, 2016

9:00 a.m.

Harmony Bank’s Corporate Offices, 2120 West County Line Road, Jackson, New Jersey

Only shareholders of record as of May 10, 2016, are entitled to attend and vote at the meeting.incorporated into this joint proxy statement/prospectus by reference.

Your vote is very important. Whether or not you plan to attend the Lakeland special meeting or the 1st Constitution special meeting virtually via the internet, please take the time to vote by completing and mailing the enclosed proxy card to us. If you sign, date and mail yourus, or by calling the toll-free telephone number or by using the internet as described in the instructions included with the enclosed proxy card without indicating how you want to vote, your proxy will be counted as a vote in favor of the merger.card.

Michael A. Schutzer

President and CEO

Harmony Bank

Neither the Securities and Exchange Commission, nor any bank regulatory agency, nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The shares of Lakeland Bancorp 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.

Investing in Lakeland Bancorp common stock involves risks that are described in “RISK FACTORS” beginning on page 14.

This joint proxy statement and statement/prospectus is dated May [        ], 2016,[•], 2021, and is first being mailed to Harmony BankLakeland Bancorp, Inc. and1st Constitution Bancorp shareholders on or about May 19, 2016.[•], 2021.

HARMONY BANKLAKELAND BANCORP, INC.

2120 West County Line20 Oak Ridge Road

Jackson,Oak Ridge, New Jersey 0852707438

NOTICE OF VIRTUAL SPECIAL MEETING OF SHAREHOLDERS

To be Held on [•], 2021

To the Shareholders of Lakeland Bancorp, Inc.:

NOTICE IS HEREBY GIVEN that a special meeting of shareholders of Lakeland (which we refer to in this document as the “Lakeland special meeting”) will be held virtually via the internet on [•], [•], 2021, at [•], Eastern Time, for the following purposes:

1. To approve the issuance of Lakeland common stock to holders of 1stConstitution common stock pursuant to the Agreement and Plan of Merger, dated as of July 11, 2021, between Lakeland Bancorp, Inc. and 1st Constitution Bancorp (which we refer to in this document as the “Lakeland share issuance proposal”); and

2. To transact such other business as shall properly come before the special meeting, which may include a motion to adjourn the meeting to another time or place in order to solicit additional proxies in favor of the Lakeland share issuance proposal (which we refer to in this document as the “Lakeland adjournment proposal”).

Due to the continuing public health impact of the COVID-19 pandemic and to support the well-being of our shareholders and employees, we are holding the Lakeland special meeting in a virtual meeting format exclusively by webcast.

The board of directors of Lakeland has fixed the close of business on [•], 2021 as the record date for the Lakeland special meeting. Only holders of record of Lakeland common stock as of the close of business on the record date for the Lakeland special meeting are entitled to notice of the Lakeland special meeting or any adjournment or postponement thereof.

Whether or not you contemplate attending the Lakeland special meeting virtually via the internet, please take the time to vote by completing, signing, dating and returning the enclosed proxy card to Lakeland in the enclosed postage-paid envelope or by submitting a proxy through the internet or by telephone as described on the enclosed proxy card. You will be able to attend the Lakeland special meeting virtually, ask questions and vote during the meeting by visiting [●] and following the instructions. Please have your control number, which can be found on your proxy card, notice or voting instruction form, to access the meeting. See “Questions and Answers about the Merger and the Special Meetings” for more information, including technical support information for the virtual Lakeland special meeting.

The Lakeland board of directors unanimously recommends that shareholders vote “FOR” the Lakeland share issuance proposal and “FOR” the Lakeland adjournment proposal.

Your vote is important. We cannot complete the transactions contemplated by the merger agreement unless Lakeland shareholders approve the Lakeland share issuance proposal. Assuming a quorum is present, a majority of the votes cast by the holders of Lakeland common stock entitled to vote on such proposal at the Lakeland special meeting is required to approve the Lakeland share issuance proposal.

[•], 2021

1ST CONSTITUTION BANCORP

2650 Route 130

Cranbury, New Jersey 08512

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To be Held June 22, 2016on [•], 2021

To Thethe Shareholders of Harmony Bank:1st Constitution Bancorp:

ANOTICE IS HEREBY GIVEN that a special meeting of shareholders of Harmony Bank1st Constitution (which we refer to in this document as the “1st Constitution special meeting”) will be held virtually via the internet on [•], [•], 2021 at our Corporate Offices, 2120 West County Line Road, Jackson, New Jersey, at 9:00 a.m. on Wednesday, June 22, 2016[•], Eastern Time, for the following purposes:

1. To approve anthe Agreement and Plan of Merger, dated as of February 17, 2016, by and amongJuly 11, 2021, between Lakeland Bancorp, Inc., Lakeland Bank, a wholly-owned subsidiary of Lakeland and 1st Constitution Bancorp and Harmony Bank, providing for:

2.3. To transact such other business as shall properly come before the special meeting, which may include a motionproposal to adjourn of the 1st Constitution special meeting to another time or place, in orderif necessary or advisable, including to solicit additional proxies in favor of the 1st Constitution merger agreementproposal (which we refer to in this document as the “1st Constitution adjournment proposal”

Due to the continuing public health impact of the COVID-19 pandemic and to support the merger.well-being of our shareholders and employees, we are holding the 1st Constitution special meeting in a virtual meeting format exclusively by webcast.

ShareholdersThe board of directors of 1st Constitution has fixed the close of business on [•], 2021 as the record date for the 1st Constitution virtual special meeting. Only holders of record of 1st Constitution common stock as of the close of business on May 10, 2016the record date for the 1st Constitution special meeting are entitled to notice of and to vote at the meeting. 1st Constitution special meeting or any adjournment or postponement thereof.

Whether or not you contemplate attending the 1st Constitution special meeting virtually via the internet, please executetake the time to vote by completing, signing, dating and returning the enclosed proxy card to 1st Constitution in the enclosed postage-paid envelope or by submitting a proxy through the internet or by telephone as described on the enclosed proxy card. You will be able to attend the special meeting virtually, ask questions and return it to us. You may revokevote during the meeting by visiting [website] and following the instructions. Please have your [control number], which can be found on your proxy at any time priorcard, notice or voting instruction form, to its exercise by delivering to us a later-dated proxy or by delivering a written notice of revocation to us prior to or ataccess the meeting. See “Questions and Answers about the Merger and the Special Meetings” for more information, including technical support information for the virtual 1st Constitution special meeting.

This meeting involves a matter of major importance to all shareholders. You are urged to read and carefully consider the attached proxy statement and prospectus, as well as the annexes.

The Harmony Bank1st Constitution board of directors unanimously recommends that shareholders vote ““FOR” the 1st Constitution merger proposal, “FOR” the 1st Constitution merger-related compensation proposal and “FOR” the 1st Constitution adjournment proposal.

FORYour vote is important” approval. We cannot complete the transactions contemplated by the merger agreement unless 1st Constitution shareholders approve the 1st Constitution merger proposal. Assuming a quorum is present, the affirmative vote of a majority of the merger.

By Ordervotes cast at the 1st Constitution special meeting by the holders of shares entitled to vote on such proposal is required to approve the Board of Directors,1st Constitution merger proposal.

[•], 2021

Michael A. Schutzer

President and CEO

May [    ], 2016

YOUR VOTE IS IMPORTANT. PLEASE SIGN AND RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED.

REFERENCES TO ADDITIONAL INFORMATION

This joint proxy statement and statement/prospectus provides you with detailed information about the merger agreement and the merger. The boards of directors of Harmony Bank, which we sometimes refer to as Harmony, Lakeland Bancorp, Inc., which we sometimes refer to as Lakeland Bancorp or Lakeland,1st Constitution and Lakeland Bank, a wholly-owned subsidiary of Lakeland Bancorp, encourage you to read this entire document carefully.

ThisBoth Lakeland and 1st Constitution file annual, quarterly and current reports, proxy statementstatements and prospectusother business and financial information electronically with the Securities and Exchange Commission (which we refer to in this document as the “SEC”). In addition, this document incorporates by reference important business and financial information about Lakeland Bancorpand 1st Constitution by reference to documents filed with the SEC that ishave not been included in or delivered with this document. You can obtain free copiesany of this informationthe documents filed with or furnished to the SEC by writingLakeland or calling:

Timothy J. Matteson, Esq.

Executive Vice President, General Counsel and Corporate Secretary

Lakeland Bancorp, Inc.

250 Oak Ridge Road

Oak Ridge, New Jersey 07438

Telephone: 973-697-2000

Email: tmatteson@lakelandbank.com

In orderby 1st Constitution at no cost from the SEC’s website at www.sec.gov. You will also be able to obtain timely deliverythese documents free of charge from Lakeland by accessing Lakeland’s website at www.lakelandbank.com or from 1st Constitution by accessing 1st Constitution’s website at www.1stconstitution.com. See “Where You Can Find More Information” on page .

You also may request orally or in writing copies of these documents at no cost by contacting the appropriate company at the following addresses:

If you shouldare a Lakeland shareholder or 1st Constitution shareholder and would like to request documents from Lakeland or 1st Constitution, please do so by [•], 2021 to receive them before the Lakeland special meeting or the 1st Constitution special meeting, as applicable.

The information by June 15, 2016. See “WHERE YOU CAN FIND MORE INFORMATION” at page 68 for additional information.on Lakeland’s and 1st Constitution’s websites is not part of this document. References to Lakeland’s and 1st Constitution’s websites in this document are intended to serve as textual references only.

Neither Harmony Bank1st Constitution nor Lakeland Bancorp has authorized anyone to provide you with any information other than the information includedcontained in, this document and the documents to which you are referred inor incorporated by reference into, this document. If someone provides you with other information, please do not rely on it as being authorized by Harmony Bank1st Constitution or Lakeland Bancorp.Lakeland.

This joint proxy statement and prospectus offers only the shares of Lakeland Bancorp common stock offered in the merger, and offers such shares only where it is legal to do so.

This proxy statement and statement/prospectus has been prepared as of May 11, 2016.[•], 2021 and you should assume that the information in this joint proxy statement/prospectus is accurate only as of such date. Changes that may have occurred in the affairs of Lakeland Bancorp or Harmony Bank1st Constitution or their respective subsidiaries since that date are not reflected in this document. Neither the mailing of this joint proxy statement/prospectus to holders of Lakeland common stock or holders of 1st Constitution common stock nor the issuance by Lakeland of shares of Lakeland common stock in connection with the merger will create any implication to the contrary.

TheThis joint proxy statement/prospectus does not constitute an offer to sell, or a 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 in such jurisdiction. Information contained in, or incorporated by reference into, this joint proxy statement/prospectus regarding Lakeland has been provided by Lakeland and information contained in, or incorporated by reference into, this document with respect to Lakeland Bancorp and Lakeland Bank wasjoint proxy statement/prospectus regarding 1st Constitution has been provided solely by Lakeland Bancorp, and the information contained in this document with respect to Harmony Bank was provided solely by Harmony Bank.

TABLE OF CONTENTS

-ii-

ANNEXES:

A. Agreement and Plan of Merger, with form of Voting Agreement attached.

B. Opinion of Raymond James & Associates, Inc.

C. Sections 17:9A-140 through 17:9A-145 of the New Jersey Banking Act, concerning Dissenters’ Rights

-iii-ii

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE HARMONY BANK SPECIAL MEETINGMEETINGS

Q: WHAT IS THE PURPOSE OF THIS DOCUMENT?The following are answers to certain questions that you may have regarding the merger, the Lakeland special meeting or the 1st Constitution special meeting. We urge you to carefully read the remainder of this document because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the annexes to, and the documents incorporated by reference in, this document.

A:

This document serves as both a proxy statement of Harmony Bank and a prospectus of Lakeland Bancorp. As a proxy statement, it is also being provided to Harmony Bank’s shareholdersused by Harmony Bank’sthe board of directors in connection with that board’s solicitation of 1st Constitution to solicit proxies of the shareholders of 1st Constitution for use at the Harmony Bankvirtual 1st Constitution special meeting, at which the Harmony Bank1st Constitution common shareholders will be asked to approveconsider and vote on (i) approval of the merger agreement and the merger of Harmony Bank1st Constitution with and into Lakeland Bank.

As a prospectus,as contemplated thereby (which we refer to in this document is being providedas the “1st Constitution merger proposal”), (ii) approval, on a non-binding advisory basis, of the compensation that may become payable to Harmony Bank’s shareholders because Lakeland Bancorp is offeringthe named executive officers of 1stConstitution in connection with the merger (which we refer to exchange sharesin this document as the “1st Constitution merger-related compensation proposal”), and (iii) approval to transact such other business as shall properly come before the 1st Constitution special meeting, which may include approval of its common stockthe adjournment of the 1st Constitution special meeting to another time or place, if necessary or advisable, including to solicit additional proxies in favor of the 1st Constitution merger proposal (which we refer to in this document as the “1st Constitution adjournment proposal”). This document also serves as the prospectus for shares of Harmony BankLakeland common stock upon completionto be issued in exchange for shares of 1st Constitution common stock in the merger.

Your vote is important. You should carefully read this entire joint proxy statement/prospectus and the other documents to which we refer you for a more complete understanding of the merger.

Q: WHY ARE HARMONY BANK AND LAKELAND BANK PROPOSING TO MERGE?

A: The boards of directors ofmatters being considered at the Lakeland Bancorp,special meeting and the 1st Constitution special meeting. In addition, we important business and financial information about Lakeland Bank and Harmony Bank are proposing1st Constitution into this joint proxy statement/prospectus by reference to merge Harmony Bankother filings that Lakeland and 1st Constitution make with andthe SEC. You may obtain the information incorporated by reference into Lakeland Bank because they believe that combiningthis joint proxy statement/prospectus without charge by following the strengths of the two financial institutions isinstructions in the best interestssection entitled “Where You Can Find More Information” beginning on page [•] of both companies, their respective shareholders and their respective customers. Please see “THE MERGER – Harmony Bank’s Reasons forthis joint proxy statement/prospectus We encourage you to submit your proxy as soon as possible.

For 1st Constitution Shareholders: You are being asked to vote on the Merger” and “THE MERGER – Recommendation of1st Constitution merger proposal. You are also being asked to vote on the Harmony Bank Board of Directors” at pages 34 to 36 for the various factors considered by the Harmony Bank board of directors in recommending that Harmony Bank’s shareholders voteFOR the1st Constitution merger-related compensation proposal to approve the merger agreement and the merger. Please see “THE MERGER – Lakeland’s Reasons for the Merger” at page 45.

Q: WHAT WILL A HARMONY BANK SHAREHOLDER RECEIVE IN THE MERGER?

A: Upon completion1st Constitution adjournment proposal. Completion of the merger, the shareholders of Harmony Bank will receive, for each outstanding share of Harmony Bank common stock that they own at the effective time of the merger, 1.25 shares of Lakeland Bancorp common stock.

Q: WHAT ARE THE TAX CONSEQUENCES OF THE MERGER TO HARMONY BANK’S SHAREHOLDERS?

A. The obligation of Lakeland Bancorp and Harmony Bank to complete the merger is conditioned upon the approval of the 1st

Constitution merger proposal. Completion of the merger is not conditioned upon approval of the 1st Constitution merger-related compensation proposal or the 1st Constitution adjournment proposal.

1st Constitution’s shareholders are not required to take any specific actions if their shares of 1st Constitution common stock are held in book-entry form. After the completion of the merger, shares of 1st Constitution common stock held in book-entry form will automatically be exchanged for shares of Lakeland common stock in book-entry form and any cash to be paid in lieu of fractional shares.

For 1st Constitution Shareholders: Assuming a quorum is present, the 1st Constitution merger proposal and the 1st Constitution merger-related compensation proposal must each be approved by the affirmative vote of a majority of the votes cast at the 1st Constitution special meeting by holders entitled to vote on such proposals. The 1st Constitution adjournment proposal may be approved by the affirmative vote of a majority of votes cast by holders entitled to vote on such proposal, regardless of whether a quorum is present. Abstentions will not affect the outcome of any of such proposals.

Beneficial Owners: If you hold shares in “street name” through a broker, bank, trustee or other nominee, you are a “beneficial owner” and you may vote your shares at the Lakeland special meeting or the 1st Constitution special meeting, as applicable, as described below. If you choose to vote your shares virtually at the respective special meeting via the applicable special meeting website, you will need the control number and a legal opinionproxy from Lowenstein Sandler LLP, counselyour broker, bank, trustee or other nominee, as described below.

Lakeland special meeting: If you are a record holder you will be able to attend the Lakeland Bancorp,special meeting online, ask questions and vote during the meeting by visiting [website] and following the instructions. Please have your control number, which can be found on your proxy card, notice or voting instruction form, to access the meeting. If you are a beneficial owner and have a valid proxy for the Lakeland special meeting, you also will be able to attend the Lakeland special meeting online, ask questions and vote during the meeting by visiting [website] and following the instructions; however, in order to do so, you must obtain a valid legal proxy from your bank, broker, trustee or other nominee. Please have your control number, which can be found on the voting instructions provided by your bank, broker, trustee or other nominee, to access the meeting. Please review this information prior to the effect thatLakeland special meeting to ensure you have access. If you do not obtain a legal proxy from your broker, bank, trustee or other nominee, you may attend the merger will qualifyLakeland special meeting as a reorganization within“guest,” but you will not be permitted to ask questions or vote your shares during the meaning of Section 368(a)meeting.

Lakeland encourages its shareholders to visit the meeting website above in advance of the Internal Revenue Code. Provided thatLakeland special meeting to familiarize themselves with the merger qualifiesonline access process. Shareholders should verify their internet connection prior to the Lakeland special meeting. If you have difficulty accessing the virtual Lakeland special meeting during check-in or during the meeting, please contact technical support as indicated on the Lakeland special meeting sign-in page. 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 of record (or beneficial owners with a valid legal proxy) as of the record date will be able to attend, vote, examine the shareholder list, and submit questions during a portion of the meeting via the online platform.

1st Constitution special meeting: If you are a record holder you will be able to attend the 1st Constitution special meeting online, ask questions and vote during the meeting by visiting [website] and following the instructions. Please have your control number, which can be found on your proxy card, notice, or voting instruction form, to access the meeting. If you are a beneficial owner and have a valid proxy for the 1st Constitution special meeting, you also will be able to attend the 1st Constitution special meeting online, ask questions and vote during the meeting by visiting [website] and following the instructions; however, in order to do so, you must obtain a valid legal proxy from your bank, broker, trustee or other nominee. Please have your control number, which can be found on the voting instructions provided by your bank, broker, trustee or other nominee, to access the meeting. Please review this information prior to the 1st Constitution special meeting to ensure you have access. If you do not obtain a legal proxy from your broker, bank, trustee or other nominee, you may attend the 1st Constitution special meeting as a reorganization“guest,” but you will not be permitted to ask questions or vote your shares during the meeting.

1st Constitution encourages its shareholders to visit the meeting website above in advance of the 1st Constitution special meeting to familiarize themselves with the online access process. Shareholders should verify their internet connection prior to the 1st Constitution special meeting. If you have difficulty accessing the virtual 1st Constitution special meeting during check-in or during the meeting, please contact technical support as indicated on the 1st Constitution special meeting sign-in page. Shareholders will have substantially the same opportunities to participate in the virtual 1st Constitution special meeting as they would have at a physical, in-person meeting. Shareholders of record (or beneficial owners with a valid legal proxy) as of the record date will be able to attend, vote, examine the shareholder list, and submit questions during a portion of the meeting via the online platform.

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

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

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

For 1st Constitution Shareholders: If you are a 1st Constitution shareholder of record, you can vote your shares as follows:

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

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

If your broker, bank or other nominee holds your shares of 1st Constitution common stock in street name, you must either direct your nominee on how to vote your shares or obtain a proxy from your nominee to vote virtually at the 1st Constitution special meeting. Please check the voting form used by your nominee for information on how to submit your instructions to them.

Shares Held in 1st Constitution Bank 401(k) Retirement Savings Plan. Participants in the 1st Constitution Bank 401(k) Retirement Savings Plan (the “1st Constitution 401(k) Plan”) with an interest in 1st Constitution common stock will receive a voting instruction form that allows them to vote their interest in the 1st Constitution common stock as follows:

If a participant does not direct the 1st Constitution 401(k) Plan trustee how to vote his or her interests in the 1st Constitution Stock Fund, the trustee will vote such interest in the same proportion as it has received timely voting instructions from other 1st Constitution 401(k) Plan participants.

1st Constitution shareholders: You may change your vote at any time before your proxy is voted at the 1st Constitution special meeting by: (1) filing with the Corporate Secretary of 1st Constitution a duly executed revocation of proxy; (2) submitting a new proxy card with a later date; (3) voting again via the internet or by telephone; or (4) attending and voting at the virtual meeting. 1st Constitution’s Corporate Secretary’s mailing address is 2650 Route 130, Cranbury, New Jersey 08512.

If you hold your shares of Lakeland common stock or 1st Constitution common stock in “street name” through a bank or broker, you should contact your bank or broker to change your vote or revoke your proxy.

If your shares are held in “street name,” you must vote your shares according to the voting instructions form by the deadline set by your broker, bank or other nominee.

You should read “Description of the Merger—Material United States federal income tax purposes, then you generally will not recognize any gain or loss, except with respect toFederal Income Tax Consequences” beginning on page ___ of this document for more information about the cash received instead of a fractional share of Lakeland Bancorp common stock.

For a more detailed discussion of the material United States federal income tax consequences of the transaction, see “THE MERGER - Materialmerger. The United States Federal Incomefederal income tax consequences described above may not apply to all U.S. holders. Tax Consequences” beginning on page 58.

Thematters can be complicated and the tax consequences of the merger to any particular shareholderyou will depend on that shareholder’syour particular facts and circumstances.tax situation. Accordingly, we strongly urge you are urged to consult your tax advisor to determine yourthe tax consequences from the merger.

Q: DO I HAVE RIGHTS TO DISSENT FROM THE MERGER?

A: Yes. Shareholders of Harmony Bank will have the right to dissent from the merger if they properly follow the requirements of applicable law. See “THE MERGER – Rights of Dissenting Shareholders” beginning on page 61.

-1-

Q: ARE THERE ANY REGULATORY OR OTHER CONDITIONS TO THE MERGER OCCURRING?

A: Yes. The merger of Harmony Bank into Lakeland Bank must be approved by the Federal Deposit Insurance Corporation (the “FDIC”) and the New Jersey Department of Banking and Insurance. Applications were filed with the FDIC and the New Jersey Department of Banking and Insurance on March 31, 2016. The New Jersey Department of Banking and Insurance approved the merger on April 21, 2016, and FDIC approval is pending.

In addition, the merger must be approved by the holders of at least two thirds of the shares of Harmony Bank common stock outstanding on the record date for Harmony Bank’s special shareholders’ meeting.

Completion of the merger is also subject to certain other conditions. See “THE MERGER – Conditions to the Merger,” beginning at page 51.

Q: WHAT DOES THE HARMONY BANK BOARD OF DIRECTORS RECOMMEND?

A: The Harmony Bank board of directors has approved the merger and the merger agreement and believes that the proposed merger is in the best interests of Harmony Bank and its shareholders. Accordingly, the Harmony Bank board of directors recommends that Harmony Bank shareholders voteFORyou. approval of the merger agreement and the merger.

Q: ARE THERE RISKS ASSOCIATED WITH LAKELAND BANCORP’S COMMON STOCK OR THE MERGER?

A: Yes. For a description of some of the risks, see “RISK FACTORS,” beginning at page 14.

Q: WHAT DO I NEED TO DO NOW?

A: After you have carefully read this proxy statement and prospectus, you should indicate on your proxy card how you want your shares to be voted, and then sign, date and mail the proxy card in the enclosed postage-paid envelope as soon as possible so that your shares may be represented and voted at the special meeting. In addition, you may attend the special meeting in person and vote, whether or not you have signed and mailed your proxy card.

If you sign, date and mail your proxy card without indicating how you wish to vote, your proxy will be counted as a voteFOR approval of the merger agreement.

Q: MAY I CHANGE MY VOTE AFTER I HAVE MAILED MY SIGNED PROXY CARD?

A: Yes. There are three ways for you to revoke your proxy and change your vote. First, you may send a later-dated, signed proxy card before the special meeting. Second, you may revoke your proxy by written notice (which you could personally deliver at the special meeting) to the Secretary of Harmony Bank, at any time prior to the vote being taken at the Harmony Bank special meeting. Third, you may submit a new proxy via telephone or the Internet. If you have instructed a broker to vote your shares, you must follow directions received from your broker to change your vote. If you deliver such a notice or if you do not submit a proxy, you may vote your shares at the special meeting. If you wish to vote in person at the special meeting, you may deliver your completed proxy card in person or you may vote by completing a ballot, which will be available at the special meeting. Attendance at the special meeting will not by itself constitute a revocation of a proxy.

Q: SHOULD I SEND IN MY HARMONY BANK STOCK CERTIFICATES NOW?

A: No. Lakeland Bancorp will mail to you instructions for exchanging your stock certificates promptly after the merger is consummated.

-2-

Q: HOW MANY SHARES OF LAKELAND BANCORP COMMON STOCK ARE ISSUABLE PURSUANT TO THE MERGER?

A: If:

Q:	WHOM MAY I CONTACT IF I CANNOT LOCATE MY 1ST CONSTITUTION STOCK CERTIFICATE(S)?

RISK FACTORS

In deciding how to vote, you should consider carefully all of the information included in this document and its Annexes and all of the information incorporated by reference and the risk factors identified by Lakeland and 1st Constitution with respect to their operations included in their filings with the SEC, including Lakeland’s Annual Report on Form 10-K for the year ended December 31, 2020, and 1st Constitution’s Annual Report on Form 10-K for the year ended December 31, 2020, and other documents incorporated by reference into this document, and see “Where You Can Find More Information.” In addition, you should consider the following risk factors.

Risks Related to the Merger and Lakeland’s Business Upon Completion of the Merger

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

The COVID-19 pandemic has created economic and financial disruptions that have adversely affected, and are likely to continue to adversely affect, the business, financial condition, liquidity, capital and results of operations of 1st Constitution and Lakeland. If the effects of the COVID-19 pandemic cause a continued or extended decline in the economic environment and the financial results of 1st Constitution or Lakeland, or the business operations of 1st Constitution or Lakeland are further disrupted as a result of the COVID-19 pandemic, efforts to complete the merger and integrate the businesses of 1st Constitution and Lakeland may also be delayed and adversely affected. Additional time may be required to obtain the requisite regulatory approvals, and the Federal Reserve, the FDIC, NJDBI and/or other regulators may impose additional requirements on 1st Constitution or Lakeland that must be satisfied prior to completion of the merger, which could delay and adversely affect the completion of the merger.

The impact of the COVID-19 pandemic on Lakeland’s business and operations following the completion of the merger is uncertain.

The extent to which the COVID-19 pandemic will negatively affect the business, financial condition, liquidity, capital and results of operations of Lakeland following the completion of the merger will depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of the COVID-19 pandemic, the direct and indirect impact of the COVID-19 pandemic on employees, clients, counterparties and service providers, as well as other market participants, and actions taken by governmental authorities and other third parties in response to the COVID-19 pandemic. Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the continued impact of the COVID-19 pandemic on Lakeland’s business, and there is no guarantee that efforts by Lakeland to address the adverse impacts of the COVID-19 pandemic will be effective.

Even after the COVID-19 pandemic has subsided, Lakeland may continue to experience adverse impacts to its business as a result of the global economic impact of the COVID-19 pandemic, including reduced availability of credit, adverse impacts on liquidity and the negative financial effects from any recession or depression that may occur.

Because the exchange ratio is fixed and the market price of Lakeland common stock will likely fluctuate, 1st Constitution shareholders cannot be certain of the market value of the merger consideration they will receive.

Upon the completion of the merger, each share of 1st Constitution common stock outstanding immediately prior to the completion of the merger (other than excluded shares) will be converted into the right to receive 1.3577 shares of Lakeland common stock. This exchange ratio is fixed in the merger agreement. The market value of the merger consideration may vary from the closing price of Lakeland common stock on the date we announced the execution of the merger agreement, on the date that this joint proxy statement/prospectus is

mailed to 1st Constitution shareholders and Lakeland shareholders, on the date of the 1st Constitution special meeting and the Lakeland special meeting and on the date we complete the merger. Any change in the market price of Lakeland common stock prior to the completion of the merger will affect the market value of the merger consideration that 1st Constitution shareholders will receive upon completion of the merger, and there will be no adjustment to the merger consideration for changes in the market price of either shares of Lakeland common stock or 1st Constitution common stock unless the pricing termination right is triggered and Lakeland elects to adjust the merger consideration.

The market price of Lakeland common stock may fluctuate as a result of a variety of factors, including general market and economic conditions, changes in Lakeland’s business or in the financial services sector generally, changes in estimates or recommendations by securities analysts or rating agencies, operations and prospects, and regulatory considerations. Many of these factors are outside the control of 1st Constitution and Lakeland. Accordingly, at the time of the 1st Constitution special meeting, 1st Constitution shareholders will not know or be able to calculate the market value of the Lakeland common stock they will receive upon completion of the merger. For example, based on the range of closing prices of Lakeland common stock during the period from July 9, 2021, the last trading date preceding the public announcement of the proposed merger, through [•], 2021, the latest practicable date before the mailing of this document, the merger consideration represented a market value ranging from a low of $[•] to a high of $[•] for each share of 1st Constitution common stock. You should obtain current market quotations for shares of Lakeland common stock and 1st Constitution common stock. Following the merger, Lakeland common stock will continue to trade on NASDAQ under the symbol “LBAI.”

The market price of Lakeland common stock might decrease after the merger and may be affected by factors different from those currently affecting the prices of Lakeland common stock and 1st Constitution common stock.

Upon completion of the merger, holders of 1st Constitution common stock will become shareholders of Lakeland. Lakeland common stock could decline in value after the merger. For example, during the twelve-month period ending on [•], 2021 (the latest practicable date before the mailing of this document), the closing price of Lakeland common stock varied from a low of $[•] to a high of $[•] and ended that period at $[•]. The market value of Lakeland common stock fluctuates based upon general market conditions, Lakeland’s business, operations and prospects and other factors. Further, the market price of Lakeland common stock after the merger may be affected by factors different from those currently affecting the common stock of Lakeland or 1st Constitution. The businesses of 1st Constitution and Lakeland differ and, accordingly, the results of operations of the resulting company and the market price of the resulting company’s shares of common stock may be affected by factors different from those currently affecting the independent results of operations and market prices of common stock of each of 1st Constitution and Lakeland. For a discussion of the businesses of 1st Constitution and Lakeland and of certain factors to consider in connection with those businesses, see the documents incorporated by reference in this document and referred to under “Where You Can Find More Information.”

Lakeland and 1st Constitution are expected to incur substantial costs related to the merger transaction and integration.

Lakeland and 1st Constitution have incurred and expect to incur a number of 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, printing costs, as well as other related costs. Some of these costs are payable by either Lakeland or 1st Constitution regardless of whether or not the merger is completed.

The resulting company is expected to incur substantial costs in connection with the related integration. There are a Harmony Bank shareholderlarge number of record, youprocesses, policies, procedures, operations, technologies and systems that may dialneed 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 1st Constitution and Lakeland have assumed that a certain level of costs will be incurred, there are many factors beyond their control that could affect the toll free number and followtotal amount or the instructions on your proxy card. If you votetiming of the integration costs. Moreover, many of the costs that will be incurred are, by telephone, you must have your control numbertheir nature, difficult to estimate accurately. These integration costs may result in the resulting company taking charges against earnings following the completion of the merger, and the amount and timing of such charges are uncertain at present.

The resulting company is also expected to lose certain benefits from various tax planning strategies that were available on a standalone basis due to the increased asset size, including the tax-advantaged real estate investment trusts that are subsidiaries of the resulting bank.

1st Constitution and Lakeland will be subject to business uncertainties and contractual restrictions while the merger is pending.

Uncertainty about the effects of the merger on employees and customers may have an adverse effect on 1st Constitution or Lakeland. These uncertainties could cause customers and others that deal with 1st Constitution and/or Lakeland to seek to change existing business relationships. Furthermore, these uncertainties may impair 1st Constitution’s or Lakeland’s ability to attract, retain and motivate key personnel until the merger is completed, and could cause customers and others that interact with 1st Constitution or Lakeland to seek to change existing business relationships with 1st Constitution or Lakeland. Retention of certain employees by 1st Constitution or Lakeland may be challenging while the merger is pending, as certain employees may experience uncertainty about their future roles with the resulting company. If key employees depart because of issues relating to the uncertainty and difficulty of integration, or a desire not to remain with 1st Constitution or Lakeland, 1st Constitution’s business or Lakeland’s business could be harmed. In addition, subject to certain exceptions, 1st Constitution and Lakeland have agreed to operate their businesses in the ordinary course prior to the closing date of the merger and to refrain from taking certain actions without the consent of the other party until the merger occurs. These restrictions may prevent 1st Constitution and/or Lakeland from pursuing attractive business opportunities that may arise prior to the completion of the merger. See “Description of the Merger—Conduct of Business Pending the Merger” for a description of the restrictive covenants applicable to 1st Constitution and Lakeland.

There is no assurance when or even if the merger will be completed, and a failure to complete the merger could negatively impact the stock prices and future business and financial results of Lakeland and 1st Constitution.

Completion of the merger is subject to satisfaction or waiver of a number of conditions. See “Description of the Merger—Conditions to the Merger” beginning on page ___. There can be no assurance that Lakeland and 1st Constitution will be able to satisfy the closing conditions in a timely manner, or at all, or that closing conditions beyond their control will be satisfied or waived.

Lakeland and 1st Constitution can mutually agree at any time to terminate the merger agreement, even if Lakeland shareholders have already voted to approve the Lakeland share issuance and 1st Constitution shareholders have already voted to approve the merger agreement and the merger. Lakeland and 1st Constitution can also terminate the merger agreement under other specified circumstances. See “Description of the Merger—Termination.”

There can thus be no assurance that the merger will be completed. If the merger is not completed, the ongoing businesses of Lakeland and 1st Constitution may be adversely affected and Lakeland and 1st Constitution will be subject to a number of risks, including the following:

In addition, if the merger is not completed, Lakeland and/or 1st Constitution may experience negative reactions from the financial markets and from their respective customers and employees. Lakeland and/or 1st Constitution also could be subject to litigation related to any failure to complete the merger or to proceedings commenced by Lakeland or 1st Constitution against the other seeking damages or to compel the other to perform its obligations under the merger agreement. These factors and similar risks could have an adverse effect on the results of operation, business and stock prices of Lakeland and 1st Constitution.

The termination fee and the restrictions on solicitation contained in the merger agreement may discourage other companies from trying to acquire 1st Constitution.

Until the completion of the merger, with some exceptions, 1st Constitution is prohibited from soliciting, initiating, encouraging or participating in any discussion of or otherwise considering any inquiry or proposal that may lead to an acquisition proposal, such as a merger or other business combination transactions, with any person other than Lakeland. In addition, 1st Constitution has agreed to pay a $9.0 million termination fee to Lakeland in specified circumstances. These provisions could discourage other companies that may have an interest in acquiring 1st Constitution from considering or proposing such an acquisition even though those other companies might be willing to offer greater value to 1st Constitution’s shareholders than Lakeland has offered pursuant to the merger agreement. The payment of the termination fee could also have a material adverse effect on 1st Constitution’s financial condition. In addition, the merger agreement requires that each of 1st Constitution and Lakeland submit the merger proposal to a vote of its respective shareholders, even if the respective board of directors changes its recommendation in favor of the merger in a manner adverse to the other party.

Certain of 1st Constitution’s directors and executive officers have interests that are different from, or in addition to, interests of 1st Constitution shareholders generally.

The directors and officers of 1st Constitution have interests in the merger as directors and employees that are different from the interests of the other 1st Constitution shareholders. These interests include, among others:

1st Constitution’s board of directors was aware of these interests and considered them in approving and recommending the merger. For additional information on the benefits of the merger to 1st Constitution’s management, see page [•].

Both Lakeland and 1st Constitution shareholders will have a reduced ownership and voting interest in, and will exercise less influence over management of, the resulting company following the completion of the merger.

Each of Lakeland and 1st Constitution shareholders currently have the right to vote in the election of their respective boards of directors and on various other matters affecting their respective companies. Upon the completion of the merger, 1st Constitution’s shareholders will become shareholders of Lakeland with ownership of approximately 22% of the resulting company and Lakeland shareholders will own approximately 78% of the resulting company, based on the exchange ratio of 1.3577 and the number of shares of 1st Constitution common stock outstanding as of the date of filing of this document and the number of shares issuable upon the exercise of outstanding options. Therefore, each of Lakeland’s and 1st Constitution’s shareholders will have a reduced ownership and voting interest after the merger, and as a result, less influence on the management and policies of the resulting company than each now has on the management and policies of Lakeland and 1st Constitution individually.

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

In connection with the payment of the merger consideration, Lakeland expects to issue up to approximately 14.2 million shares of Lakeland common stock to 1st Constitution shareholders. The issuance of these new shares of Lakeland common stock may result in fluctuations in the market price of Lakeland common stock, including a possible stock price decrease.

The shares of Lakeland common stock to be received by 1st Constitution shareholders as a result of the merger will have different rights from shares of 1st Constitution common stock.

Following completion of the merger, 1st Constitution shareholders will no longer be shareholders of 1st Constitution but will instead be shareholders of Lakeland. There are differences between the current rights of 1st Constitution shareholders and the rights of Lakeland shareholders that may be important to 1st Constitution shareholders. See “VotingComparison of Shareholders’ Rights” for a discussion of the different rights associated with Lakeland common stock and 1st Constitution common stock.

The opinions regarding the 1.3577 exchange ratio in the merger delivered to the boards of directors of Lakeland and 1st Constitution by their respective financial advisors prior to the signing of the merger agreement do not reflect any changes in circumstances which may occur or may have occurred after the date of such opinions.

KBW delivered to the board of directors of Lakeland its opinion on July 9, 2021. Raymond James delivered to the board of directors of 1st Constitution its opinion on July 11, 2021. The opinions do not reflect changes that may occur or may have occurred after the date of such opinions, including, but not limited to, changes to the operations and prospects of Lakeland or 1st Constitution, changes in general market and economic conditions or regulatory or other factors which may be beyond the control of Lakeland and 1st Constitution, including impacts of the COVID-19 pandemic, which has caused and continues to cause business disruption and higher than normal volatility in the financial markets generally, and which may materially alter or affect the value of Lakeland common stock or 1st Constitution common stock. The opinions speak only as of the date on which they were rendered and not as of the date of this joint proxy statement/prospectus or any other date.

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

Before the merger and the bank merger may be completed, Lakeland and 1st Constitution must obtain approvals (or waivers) from the FDIC, the Federal Reserve and the NJDBI. Other approvals, waivers or consents from regulators may also be required. In determining whether to grant these approvals the regulators consider a variety of factors, including the regulatory standing of each party and the effect of the merger on competition, and the factors described in the section of this joint proxy statement/prospectus entitled “Description of the Merger—Conditions to the Merger.” An adverse development in either party’s regulatory standing or other factors could result in an inability to obtain approvals or delay their receipt. The Federal Reserve has stated that if material weaknesses are identified by examiners before a banking organization applies to engage in expansionary activity, the Federal Reserve will expect the banking organization to resolve all such weaknesses before applying for such expansionary activity. The Federal Reserve has also stated that if issues arise during the processing of an application for expansionary activity, it will expect the applicant banking organization to withdraw its application pending resolution of any supervisory concerns. It is possible that other regulatory agencies could adopt similar expectations for applicants.

The approvals that are granted may impose terms and conditions, limitations, obligations or costs, or place restrictions on the conduct of the resulting company’s business or require changes to the terms of the transactions contemplated by the Internet.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 resulting 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. Further, the processing time for obtaining regulatory approvals for mergers of banks and bank holding companies,

particularly for larger institutions, has increased since the financial crisis. Specifically, the Dodd-Frank Act requires bank regulators to consider financial stability concerns when evaluating a proposed transaction. Additionally, the completion of the merger is conditioned on the absence of certain orders, injunctions or decrees by any court or regulatory agency of competent jurisdiction that would prohibit or make illegal the completion of any of the transactions contemplated by the merger agreement.

Combining Lakeland and 1st Constitution may be more difficult, costly or time consuming than expected and Lakeland and 1st Constitution may fail to realize the anticipated benefits of the merger.

The success of the merger will depend, in part, on the ability of Lakeland and 1st Constitution to combine their businesses in a manner that facilitates growth opportunities and realizes anticipated cost savings.

To realize the anticipated benefits and cost savings from the merger, Lakeland and 1st Constitution 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 Lakeland and 1st Constitution 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 and anticipated benefits of the merger could be less than anticipated, and integration may result in additional 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, level of expenses and operating results of the resulting company, which may adversely affect the value of the common stock of the resulting company after the completion of the merger.

The failure to successfully integrate the businesses and operations of 1st Constitution and Lakeland in the expected time frame may adversely affect the resulting company’s future results.

Lakeland and 1st Constitution 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 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 companies may also divert management attention and resources. Specifically, the following issues, among others, must be addressed in integrating the operations of Lakeland and 1st Constitution in order to realize the anticipated benefits of the merger so the resulting company performs as expected:

These integration matters could have an adverse effect on each of Lakeland and 1st Constitution during this transition period and for an undetermined period after completion of the merger on the resulting company.

In addition, at times the attention of certain members of either company’s or both companies’ management and resources may be focused on completion of the merger and the integration of the businesses of the two companies and diverted from day-to-day business operations, which may disrupt each company’s ongoing business and the business of the resulting company.

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

Following the merger, the size of the business of the resulting company will increase significantly beyond the current size of either Lakeland’s or 1st Constitution’s business. The resulting 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 resulting company may also face increased scrutiny from governmental authorities as a result of the significant increase in the size of its business. There can be no assurances that the resulting company will be successful or that it will realize the expected operating efficiencies, cost savings, revenue enhancements or other benefits currently anticipated from the merger.

The resulting company may be unable to retain Lakeland or 1st Constitution personnel successfully in connection with the merger.

The success of the merger will depend in part on the resulting company’s ability to retain the talents and dedication of key employees currently employed by Lakeland and 1st Constitution. It is possible that these employees may decide not to remain with Lakeland or 1st Constitution, as applicable, while the merger is pending or with the resulting company after the merger is consummated. Competition for qualified personnel can be intense.

Current and prospective employees of Lakeland and 1st Constitution may experience uncertainty about their future roles with Lakeland and 1st Constitution until strategies with regard to these employees are announced or executed, which may impair Lakeland’s and 1st Constitution’s ability to attract, retain and motivate key management, commercial lenders, and other personnel prior to and following the merger. Employee retention may be particularly challenging during the pendency of the merger, as employees of Lakeland and 1st Constitution may experience uncertainty about their future roles with the resulting company. If Lakeland and 1st Constitution are unable to retain key employees, including management, who are critical to the successful integration and future operations of the companies, Lakeland and 1st Constitution 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, if key employees terminate their employment, the resulting company’s business activities may be adversely affected and management’s attention may be diverted from successfully integrating Lakeland and 1st Constitution to hiring suitable replacements, all of which may cause the resulting company’s business to suffer. Furthermore, the resulting company may have to incur significant costs in identifying, hiring and retaining replacements for departing employees and may lose significant expertise and talent relating to the business of each of Lakeland and 1st Constitution, and the resulting company’s ability to realize the anticipated benefits of the merger may be adversely affected. In addition, Lakeland and 1st Constitution may not be able to locate or retain suitable replacements for any key employees who leave either company.

Goodwill incurred in the merger may negatively affect the resulting company’s financial condition.

To the extent that the merger consideration for accounting purposes exceeds the fair value of the net assets, including identifiable intangibles, of Lakeland, that amount will be reported as goodwill by the resulting

company. In accordance with current accounting guidance, goodwill will not be amortized but will be evaluated for impairment annually. A failure to realize expected benefits of the merger could adversely impact the carrying value of the goodwill recognized in the merger, and in turn negatively affect the resulting company’s financial condition.

The unaudited pro forma combined condensed financial statements included in this document are preliminary, and the actual financial condition and results of operations of the resulting company after the merger may differ materially.

The unaudited pro forma combined condensed financial statements in this document are presented for illustrative purposes only and are not necessarily indicative of what the resulting 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 combined condensed financial data, while helpful in illustrating the financial characteristics of the resulting company under one set of assumptions, do not reflect the benefits of expected cost savings or opportunities to earn additional revenue and, accordingly, do not attempt to predict or suggest future results. The unaudited pro forma combined condensed financial statements reflect adjustments, which are based upon preliminary estimates, to record the 1st Constitution identifiable assets acquired and liabilities assumed at fair value and the resulting goodwill recognized. The purchase price allocation reflected in this document is preliminary, and final allocation of the purchase price will be based on the actual purchase price and the fair value of the assets and liabilities of Lakeland as of the date of the completion of the merger. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this document. For more information, please see “Unaudited Pro Forma Combined Condensed Consolidated Financial Data.”

1st Constitution shareholders do not have appraisal or dissenters’ rights in the merger.

Appraisal or dissenters’ rights are statutory rights that, if applicable, enable 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 shareholders in that extraordinary transaction. Under the New Jersey Business Corporation Act, and pursuant to 1st Constitution’s Certificate of Incorporation, holders of 1st Constitution common stock are not entitled to appraisal rights in the merger with respect to their shares of 1st Constitution common stock because 1st Constitution common stock is listed on a national securities exchange and 1st Constitution’s Certificate of Incorporation does not provide for appraisal rights unless specifically granted by 1st Constitution’s board of directors.

Lakeland shareholders do not have appraisal or dissenters’ rights in the merger.

Appraisal or dissenters’ rights are statutory rights that, if applicable under applicable law, enable 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 shareholders in that extraordinary transaction. Under the New Jersey Business Corporation Act, and pursuant to Lakeland’s Certificate of Incorporation, holders of Lakeland common stock are not entitled to appraisal rights in the merger with respect to their shares of Lakeland common stock because Lakeland common stock is listed on a national securities exchange and Lakeland’s Certificate of Incorporation does not provide for appraisal rights unless specifically granted by Lakeland’s board of directors.

Risks Relating to Lakeland’s Business.

You should read and consider risk factors specific to Lakeland’s business (including those related to the COVID-19 pandemic) that will also affect the resulting company after the merger. These risks are described in the sections entitled “Risk Factors” in Lakeland’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and in other documents incorporated by reference into this document. Please see the section entitled “Where You Can Find More Information” beginning on page ___ of this document for the location of information incorporated by reference into this document.

Risks Relating to 1st Constitution’s Business.

You should read and consider risk factors specific to 1st Constitution’s business (including those related to COVID-19 pandemic) that will also affect the resulting company after the merger. These risks are described in the sections entitled “Risk Factors” in 1st Constitution’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and in other documents incorporated by reference into this document. Please see the section entitled “Where You Can Find More Information” beginning on page __ of this document for the location of information incorporated by reference into this document.

CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS

Some of the statements contained or incorporated by reference in this document are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 giving Lakeland’s or 1st Constitution’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “plan,” “projections,” “prospects,” “forecast,” “guidance,” “goal,” “objective” or “potential,” by future conditional verbs such as “assume,” “will,” “would,” “should,” “could” or “may,” or by variations of such words or by similar expressions. Such forward-looking statements include, but are not limited to, statements about the benefits of the merger or the bank merger, including future financial and operating results of Lakeland, 1st Constitution or the resulting company following the merger, the resulting company’s plans, objectives, expectations and intentions, the expected timing of the completion of the merger, financing plans and the availability of capital, the likelihood of success and impact of litigation and other statements that are not historical facts. These statements are only predictions based on Lakeland’s and 1st Constitution’s current expectations and projections about future events. There are important factors that could cause Lakeland’s and 1st Constitution’s actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you wishshould consider the numerous risks and uncertainties described in the section entitled “Risk Factors.”

These forward-looking statements are subject to numerous assumptions, risks, and uncertainties which change over time. In addition to factors previously disclosed in Lakeland’s and 1st Constitution’s reports filed with the SEC, the following factors, among others, could cause actual results to differ materially from forward-looking statements:

Additionally, the timing and occurrence or non-occurrence of events may be subject to circumstances beyond Lakeland’s or 1st Constitution’s control.

Annualized, pro forma, projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results.

For any forward-looking statements made in this document or in any documents incorporated by reference into this document, Lakeland and 1st Constitution claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on these statements, which speak only as of the date of this document or the date of the applicable document incorporated by reference in this document. Except to the extent required by applicable law, Lakeland and 1st Constitution do not undertake to update forward-looking statements to reflect facts, circumstances, assumptions, or events that occur after the date the forward-looking statements are made. All written and oral forward-looking statements concerning the merger or other matters addressed in this document and attributable to Lakeland, 1st Constitution, or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this document.

UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED FINANCIAL DATA

The unaudited pro forma combined condensed consolidated balance sheet combines the historical information of Lakeland and 1st Constitution as of June 30, 2021 and assumes that the merger was completed on that date. The unaudited pro forma combined condensed consolidated income statements combine the historical financial information of Lakeland and 1st Constitution and give effect to the merger as if it had been completed as of the beginning of the fiscal year ended December 31, 2020.

The unaudited pro forma combined condensed consolidated financial data, while helpful in illustrating the financial characteristics of the resulting company under one set of assumptions, does not reflect the benefits of expected cost savings or opportunities to earn additional revenue and, accordingly, does not attempt to predict or suggest future results. It also does not necessarily reflect what the historical results of the resulting company would have been had our companies been combined during these periods.

The unaudited pro forma combined condensed consolidated financial information is presented for illustrative purposes only and is not necessarily indicative of the results of operations or financial condition had the merger been completed on the dates described above, nor is it necessarily indicative of the results of operations in future periods or the future financial position of the combined entities. The financial information should be read in conjunction with the accompanying Notes to the Unaudited Pro Forma Combined Condensed Consolidated Financial Information. Certain reclassifications have been made to 1st Constitution’s historical financial information to conform to Lakeland’s presentation of financial information. In addition, as explained in more detail in the accompanying notes, the preliminary allocation of the pro forma purchase price reflected in the unaudited pro forma combined condensed consolidated financial information is subject to adjustment after the merger is completed and may vary significantly from the actual purchase price allocation that will be recorded upon completion of the merger.

The pro forma financial information includes estimated adjustments, including adjustments to record assets and liabilities of 1st Constitution at their respective fair values, and represents the pro forma estimates by Lakeland and 1st Constitution based on available fair value information as of the date of the merger agreement.

The unaudited pro forma combined condensed consolidated financial information has been derived from and should be read in conjunction with the historical consolidated financial statements and the related notes of Lakeland and 1st Constitution, which are incorporated in this document by reference.

(footnotes continued from previous page)