Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-227727

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

Dear Shareholder:

The board of directors of Highlands Bancorp, Inc. has approved the merger of Highlands Bancorp with and into Lakeland Bancorp, Inc. In the merger, the shareholders of Highlands Bancorp will receive 1.015 shares of Lakeland Bancorp, Inc. common stock for each outstanding share of Highlands Bancorp, Inc. common stock that they own at the effective time of the merger.

Lakeland’s common stock is quoted on the NASDAQ Global Select Market under the symbol “LBAI”. On November 1, 2018, the closing sale price of Lakeland common stock on the NASDAQ Global Select Market was $16.50 per share.

If the market price of Lakeland Bancorp common stock falls substantially, both in absolute terms (that is, below $15.60) and by comparison to the list of banking institutions that comprise the NASDAQ Bank Index, Highlands Bancorp may terminate the merger agreement. However, if Highlands Bancorp seeks to exercise this termination right, Lakeland Bancorp will have the right to negate such termination by increasing the exchange ratio from 1.015 to a formula amount determined in accordance with the merger agreement, as described in this proxy statement and prospectus.

The merger cannot be completed unless Highlands Bancorp, Inc.’s shareholders approve it. You will be asked to vote on the merger at our special meeting. The Highlands Bancorp, Inc. board of directors unanimously recommends that you vote to approve the merger. Each member of your board has agreed to vote his or her shares in favor of the merger.

The date, time and place of the meeting are as follows:

Thursday, December 13, 2018

11:00 a.m.

Highlands Bancorp’s Corporate Offices at 310 Route 94, Vernon, New Jersey 07462

Only shareholders of record as of November 1, 2018, are entitled to attend and vote at the meeting.

Your vote is very important. Whether or not you plan to attend the meeting, please take the time to vote by completing and mailing the enclosed proxy card to us. If you sign, date and mail your proxy card without indicating how you want to vote, your proxy will be counted as a vote in favor of the merger.

Steven C. Ackmann

President and CEO

Highlands Bancorp, Inc.

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, Inc. 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 common stock involves risks that are described in “RISK FACTORS” beginning on page 13.

This proxy statement and prospectus is dated November 5, 2018, and is first being mailed to Highlands Bancorp, Inc. shareholders on or about November 8, 2018.

HIGHLANDS BANCORP, INC.

310 Route 94

Vernon, New Jersey 07462

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To be Held December 13, 2018

To The Shareholders of Highlands Bancorp, Inc.:

A special meeting of shareholders of Highlands Bancorp will be held at the Corporate Offices of Highlands Bancorp, 310 Route 94, Vernon, New Jersey 07462, at 11:00 a.m. on Thursday, December 13, 2018 for the following purposes:

1. To approve an Agreement and Plan of Merger, dated as of August 23, 2018, by and between Highlands Bancorp and Lakeland Bancorp, Inc., providing for:

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 merger agreement and the merger.

Shareholders of record as of the close of business on November 1, 2018 are entitled to notice of and to vote at the meeting. Whether or not you contemplate attending the special meeting, please execute the enclosed proxy and return it to us. You may revoke your proxy at any time prior to its exercise by delivering to us a later-dated proxy or by delivering a written notice of revocation to us prior to or at the 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 Highlands Bancorp board of directors unanimously recommends that shareholders vote “FOR” approval of the merger.

By Order of the Board of Directors,

George E. Irwin

Chairman of the Board

November 5, 2018

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

REFERENCES TO ADDITIONAL INFORMATION

This proxy statement and prospectus provides you with detailed information about the merger agreement and the merger. The boards of directors of Highlands Bancorp, Inc., which we sometimes refer to as Highlands Bancorp or Highlands, and Lakeland Bancorp, Inc., which we sometimes refer to as Lakeland Bancorp or Lakeland, encourage you to read this entire document carefully.

This proxy statement and prospectus incorporates by reference important business and financial information about Lakeland Bancorp that is not included in or delivered with this document. You can obtain free copies of this information by writing or calling:

Timothy J. Matteson, Esq.

Executive Vice President,

Chief Administrative Officer,

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 order to obtain timely delivery of these documents, you should request the information by December 6, 2018. See “WHERE YOU CAN FIND MORE INFORMATION” at page 67 for additional information.

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

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

This proxy statement and prospectus has been prepared as of November 5, 2018. Changes that may have occurred in the affairs of Lakeland or Highlands or their respective subsidiaries since that date are not reflected in this document.

The information contained in this document with respect to Lakeland was provided solely by Lakeland, and the information contained in this document with respect to Highlands was provided solely by Highlands.

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TABLE OF CONTENTS

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ANNEXES:

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE HIGHLANDS SPECIAL MEETING

Q: WHAT IS THE PURPOSE OF THIS DOCUMENT?

A: This document serves as both a proxy statement of Highlands and a prospectus of Lakeland. As a proxy statement, it is being provided to Highlands’s shareholders by Highlands’s board of directors in connection with that board’s solicitation of proxies for the Highlands special meeting at which the Highlands shareholders will be asked to approve the merger agreement and the merger with Lakeland.

As a prospectus, this document is being provided to Highlands’s shareholders because Lakeland is offering to exchange shares of its common stock for shares of Highlands common stock upon completion of the merger.

Q: WHY ARE HIGHLANDS AND LAKELAND PROPOSING TO MERGE?

A: The boards of directors of Highlands and Lakeland are proposing to merge Highlands into Lakeland because they believe that combining the strengths of these two financial institutions is in the best interests of both companies, their respective shareholders and their respective customers. Please see “THE MERGER—Highlands’s Reasons for the Merger” and “THE MERGER—Recommendation of the Highlands Board of Directors” at pages 34 to 35 for the various factors considered by the Highlands board of directors in recommending that Highlands’s shareholders vote FOR the 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 HIGHLANDS SHAREHOLDER RECEIVE IN THE MERGER?

A: Upon completion of the merger, the shareholders of Highlands will receive 1.015 shares of Lakeland common stock for each outstanding share of Highlands common stock that they own at the effective time of the merger.

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

A. The obligation of Lakeland and Highlands to complete the merger is conditioned upon the receipt of a legal opinion from Lowenstein Sandler LLP, counsel to Lakeland, to the effect that the merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code. Provided that the merger qualifies as a reorganization for United States federal income tax purposes, then you generally will not recognize any gain or loss, except with respect to 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 - Material United States Federal Income Tax Consequences” beginning on page 57.

The consequences of the merger to any particular shareholder will depend on that shareholder’s particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the merger.

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

A: No.

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

A: Yes. The merger of Highlands into Lakeland, and the merger of Highlands State Bank into Lakeland Bank, which the merger agreement provides will occur immediately following the holding company merger, must be approved by the Federal Deposit Insurance Corporation (the “FDIC”) and the New Jersey Department of Banking and Insurance, and an approval (or waiver) must be obtained from the Board of Governors of the

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Federal Reserve System. Applications were filed with the FDIC and the New Jersey Department of Banking and Insurance on September 28, 2018. Approval of the New Jersey Department of Banking and Insurance was granted on October 25, 2018, and FDIC approval is pending. A waiver request was submitted to the Board of Governors of the Federal Reserve System and is pending.

In addition, the merger must be approved by the holders of at least a majority of the votes cast at the Highlands special meeting, assuming a quorum is present.

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 HIGHLANDS BOARD OF DIRECTORS RECOMMEND?

A: The Highlands board of directors has unanimously approved the merger and the merger agreement and believes that the proposed merger is in the best interests of Highlands and its shareholders. Accordingly, the Highlands board of directors unanimously recommends that Highlands shareholders vote FOR approval of the merger agreement and the merger.

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

A: Yes. For a description of some of the risks, see “RISK FACTORS,” beginning at page 13.

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 vote FOR 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 Highlands, at any time prior to the vote being taken at the Highlands 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 HIGHLANDS STOCK CERTIFICATES NOW?

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

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

A: If:

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then, the maximum number of shares of Lakeland common stock issuable pursuant to the merger agreement is 2,959,808 shares.

Q: IS THERE OTHER INFORMATION I SHOULD CONSIDER?

A: Yes. Much of the business and financial information about Lakeland that may be important to you is not included in this document. Instead, that information is incorporated by reference to documents separately filed by Lakeland with the Securities and Exchange Commission. This means that Lakeland may satisfy its disclosure obligations to you by referring you to one or more documents separately filed by it with the SEC. See “WHERE YOU CAN FIND MORE INFORMATION” beginning at page 67, for a list of documents that Lakeland has incorporated by reference into this proxy statement and prospectus and for instructions on how to obtain copies of those documents. The documents are available to you without charge.

Q: WHAT IF THERE IS A CONFLICT BETWEEN DOCUMENTS?

A: You should rely on the later filed document. Information in this proxy statement and prospectus may update information contained in one or more of the Lakeland documents incorporated by reference. Similarly, information in documents that Lakeland may file after the date of this proxy statement and prospectus may update information contained in this proxy statement and prospectus or information contained in previously filed documents.

Q: WHEN DO YOU EXPECT TO MERGE?

A: We cannot close the merger until (a) after we receive all necessary bank regulatory approvals and the 15 to 30 day period following FDIC approval during which the Justice Department may file objections to the merger relating to competitive factors has passed and (b) after the shareholders of Highlands have approved the merger agreement and the merger at the Highlands special meeting. We expect to complete the merger early in 2019.

Q: WHOM SHOULD I CALL WITH QUESTIONS OR TO OBTAIN ADDITIONAL COPIES OF THIS PROXY STATEMENT AND PROSPECTUS?

A: If you have questions about the Highlands special meeting or if you need additional copies of this proxy statement and prospectus, you should contact:

Steven C. Ackmann

President & CEO

Highlands Bancorp, Inc.

310 Route 94, PO Box 160

Vernon, New Jersey 07462

Telephone: 973-658-4573

Email: sackmann@Highlandsstatebank.com

or

Laurel Hill Advisory Group, LLC (Highlands’s Proxy Solicitor)

Joseph Contorno—Senior Vice President

2 Robbins Lane, Suite 201

Jericho, New York 11753

Telephone: 516-396-7939

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SUMMARY

This summary highlights selected information from this proxy statement and prospectus. Because this is a summary, it does not contain all of the information that may be important to you. You should carefully read this entire document and the other documents we refer to in this document before you decide how to vote. These references will give you a more complete description of the merger agreement and the merger. We have included page references in this summary to direct you to more complete descriptions of the topics provided elsewhere in this proxy statement and prospectus.

The Companies (See page 62 for Highlands and page 62 for Lakeland)

Highlands Bancorp, Inc.

310 Route 94, PO Box 160

Vernon, New Jersey 07462

Telephone: 973-764-3200

Highlands Bancorp, Inc., which is sometimes referred to in this proxy statement and prospectus as Highlands Bancorp or Highlands, is a one-bank holding company incorporated under the laws of New Jersey in 2010 to serve as the holding company for Highlands State Bank. Highlands State Bank, a state-chartered commercial bank which commenced business in 2005, is a full service community bank headquartered and maintaining its main office in Vernon, New Jersey with additional branch offices in Sparta, Totowa and Denville, New Jersey. Highlands State Bank provides deposit and loan banking services to consumers and businesses in northern New Jersey. As of September 30, 2018, Highlands Bancorp had consolidated total assets, total loans, total deposits and total stockholders’ equity of $487.9 million, $430.1 million, $405.3 million and $31.3 million, respectively.

Lakeland Bancorp, Inc.

250 Oak Ridge Road

Oak Ridge, New Jersey 07438

Telephone: 973-697-2000

Lakeland Bancorp, Inc., which is sometimes referred to in this proxy statement and prospectus as Lakeland Bancorp or Lakeland, is a New Jersey business corporation and a registered bank holding company. Lakeland was organized in March of 1989 and commenced operations on May 19, 1989, upon the consummation of the acquisition of all of the outstanding stock of Lakeland Bank, formerly named Lakeland State Bank. Lakeland Bank is a banking corporation organized under the banking laws of the State of New Jersey. Lakeland Bank operates 50 branch offices throughout Bergen, Essex, Morris, Ocean, Passaic, Somerset, Sussex, and Union counties in New Jersey including one branch in Highland Mills, New York; six New Jersey regional commercial lending centers in Bernardsville, Jackson, Montville, Newton, Teaneck and Waldwick; and one New York commercial lending center to serve the Hudson Valley region. Lakeland also has a commercial loan production office serving Middlesex and Monmouth counties in New Jersey. Lakeland Bank offers an extensive suite of financial products and services for businesses and consumers. As of September 30, 2018, Lakeland Bancorp had consolidated total assets, total loans, total deposits and total stockholders’ equity of $5.63 billion, $4.33 billion, $4.64 billion and $607.6 million, respectively.

The Merger (See page 30)

Highlands will merge with and into Lakeland, with Lakeland as the surviving corporation in the merger. Immediately after the merger of the holding companies, Highlands State Bank will merge with and into Lakeland Bank, with Lakeland Bank as the surviving bank in the merger.

A copy of the merger agreement between Lakeland and Highlands is attached to this proxy statement and prospectus as Annex A. A copy of the form of the merger agreement pertaining to the bank merger is included as Exhibit A to the merger agreement attached to this proxy statement and prospectus as Annex A.

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Upon completion of the merger, the shareholders of Highlands will receive 1.015 shares of Lakeland common stock for each outstanding share of Highlands common stock that they own at the effective time of the merger.

See “THE MERGER—Terms of the Merger—What Highlands Shareholders Will Receive in the Merger,” beginning at page 46.

The exchange ratio will be adjusted proportionately if Lakeland makes any stock splits, stock dividends or similar distributions prior to the closing of the merger.

Lakeland will not issue any fractions of a share of common stock. Rather, Lakeland will pay cash (without interest) for any fractional share interest any Highlands shareholder would otherwise receive in the merger. All shares of Highlands common stock held by a shareholder immediately prior to the effective time of the merger will be aggregated before determining the need to pay cash in lieu of fractional shares to such former shareholder.

Tax Consequences (See pages 57 to 60)

We expect that for federal income tax purposes, the merger will not be a taxable event to Highlands shareholders as they are receiving solely Lakeland common stock in exchange for their Highlands common stock (other than cash in lieu of fractional shares). However, we urge you to consult your tax advisor to gain a full understanding of the tax consequences of the merger to you. Tax matters are very complicated, and in many cases, the tax consequences of the merger will depend on your particular facts and circumstances.

Reasons for proposing the merger (See pages 34 to 35 for Highlands and page 45 for Lakeland)

Highlands’s board of directors has unanimously approved the merger and the merger agreement and believes that the proposed merger is in the best interests of Highlands and its shareholders. If the merger is consummated, Highlands shareholders who receive Lakeland common stock in the merger will own stock in a larger and more diversified corporation.

In unanimously approving the merger agreement, Highlands’s board considered, among other things, the terms of the merger agreement, including the financial terms, the opinion of Highlands’s financial advisor, the income tax consequences of the transaction, the historical market prices and liquidity of Lakeland common stock and Highlands common stock, the historical cash dividends paid on Lakeland common stock and the fact that Lakeland has historically paid quarterly cash dividends on its common stock that are higher than the quarterly cash dividends that Highlands has historically paid on its common stock, the competitive environment facing Highlands, the regulatory environment faced by all community sized banks, including Highlands, and the business and prospects of Lakeland.

Lakeland’s board of directors focused principally on Highlands’s shared focus with Lakeland on community banking and the demographics of the New Jersey counties in which Highlands has locations.

Board recommendation (See page 35)

The board of directors of Highlands unanimously approved the merger agreement and the merger, and unanimously recommends that Highlands shareholders vote “FOR” approval of that proposal.

Highlands’s financial advisor has concluded that the consideration that Highlands shareholders will receive in the merger is fair. (See pages 36 to 45)

FIG Partners, LLC, financial advisor to Highlands, whom we refer to as “FIG”, has provided a written fairness opinion, dated August 23, 2018, to Highlands’s board of directors to the effect that, as of that date, the

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aggregate consideration to be paid in the merger is fair to the holders of Highlands common stock from a financial point of view. A copy of the fairness opinion is attached to this proxy statement and prospectus as Annex B.

You should read the fairness opinion in its entirety.

Pursuant to the FIG engagement agreement, Highlands agreed to pay FIG a fee of $50,000 upon rendering its fairness opinion to the Highlands board of directors. In addition to the fairness opinion fee, upon the successful completion of the merger FIG will be paid a success fee equal to 1.0% of the merger consideration.

In the ordinary course of FIG’s business as a broker-dealer, FIG may purchase securities from and sell securities to Highlands and Lakeland and their affiliates. FIG may also actively trade the equity or debt securities of Highlands and Lakeland or their affiliates for its own account and for the accounts of FIG’s customers.

Special meeting of Highlands’s shareholders to be held on December 13, 2018 (See pages 26 to 29)

The special meeting of Highlands’s shareholders will be held on December 13, 2018, at Highlands Bancorp’s Corporate Offices, 310 Route 94, Vernon, New Jersey 07462, beginning at 11:00 a.m. At the special meeting, Highlands will ask its shareholders:

1. To approve an Agreement and Plan of Merger, dated as of August 23, 2018, by and between Highlands and Lakeland, providing for:

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 merger agreement and the merger.

Who can vote (See page 26)

You are entitled to vote at the Highlands special meeting if you owned shares of Highlands common stock at the close of business on the record date of November 1, 2018. You will have one vote for each share of Highlands common stock that you owned on the record date. On the record date, there were 2,790,481 shares of Highlands common stock outstanding.

You may vote either by attending Highlands’s special meeting and voting your shares, or by completing the enclosed proxy card and mailing it to Highlands in the enclosed envelope. Highlands shareholders may also vote by telephone or via the Internet, as described in the enclosed instructions.

The board of directors of Highlands is seeking your proxy to use at the special meeting. This proxy statement and prospectus has been prepared to assist you in deciding how to vote and whether or not to grant your proxy. Please indicate on your proxy card how you want to vote. Then sign, date and mail the proxy card as soon as possible so that your shares will be represented at the special meeting.

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

If you sign a proxy, you may revoke it by written notice to the Secretary of Highlands, at any time before it is voted at the special meeting.

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You cannot vote shares held by your broker in “street name.” Only your broker can vote those shares, with your instructions. If you do not provide your broker with instructions on how to vote your shares, your broker will not be permitted to vote them.

Voting matters (See pages 26 to 27)

The presence, in person or by proxy, of a majority of the shares of Highlands common stock outstanding on the record date will constitute a quorum for the purposes of the Highlands special meeting. Assuming a quorum is present, the approval of the merger agreement and the merger will require the approval of at least a majority of the votes cast at the Highlands special meeting. Abstentions and broker non-votes will be counted for purposes of determining whether a quorum is present, but will have no effect on the vote to approve the merger agreement.

Each holder of shares of Highlands common stock outstanding on the record date will be entitled to one vote for each share held of record.

Directors and certain executive officers of Highlands have agreed to vote their shares of Highlands stock in favor of the merger agreement (See page 27)

On Highlands’s record date, the directors and certain executive officers of Highlands, together with their affiliates, beneficially owned 366,633 outstanding shares of Highlands common stock (excluding shares issuable upon the exercise of options), or approximately 13.0% of the shares of Highlands common stock outstanding on the record date.

Highlands’s directors have entered into agreements with Lakeland in which they have agreed to vote all shares of Highlands common stock which they own on the record date in favor of the merger agreement and the merger.

To the best knowledge of Lakeland and Highlands:

Interests of Highlands directors and management in the merger (See pages 56 to 57)

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

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Highlands’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 Highlands’s management, see pages 56 to 57.

Merger expected to occur early in 2019 (See page 47)

The merger of Highlands with and into Lakeland will become final when a certificate of merger is filed under New Jersey law. That certificate may not be filed until all bank regulatory approvals have been received, the 15 to 30 day period following FDIC approval during which the Justice Department may file objections to the merger relating to competitive factors has passed and Highlands’s shareholders approve the merger agreement and the merger. We currently anticipate that the merger will be completed early in 2019, although delays could occur. Immediately following the merger of Highlands with and into Lakeland, Highlands State Bank will merge with and into Lakeland Bank. The bank merger will become final when a merger agreement attaching certifications by Lakeland Bank and Highlands State Bank as to the requisite shareholder approval having been obtained, is filed with the New Jersey Commissioner of Banking and Insurance.

We cannot assure you that we can obtain the necessary regulatory or shareholder approvals or that the other conditions precedent to the merger or the bank merger can or will be satisfied.

Regulatory approval must be obtained and other conditions must be satisfied before the mergers will be completed (See pages 51 to 52 and page 56)

Our obligations to complete the mergers are subject to various conditions that are usual and customary for this kind of transaction, including obtaining approvals from the New Jersey Department of Banking and Insurance and the FDIC, and obtaining a waiver from the Board of Governors of the Federal Reserve System. Applications were filed with the FDIC and the New Jersey Department of Banking and Insurance on September 28, 2018. Approval of the New Jersey Department of Banking and Insurance was granted on October 25, 2018, and FDIC approval is pending. A waiver request was submitted to the Board of Governors of

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the Federal Reserve System and is pending. In addition to the required regulatory approvals, the merger will only be completed if certain conditions, including the following, are met or, where permissible, waived:

The merger agreement attached to this proxy statement and prospectus as Annex A describes other conditions that must be met or waived before the merger may be completed.

Amendment or termination of the merger agreement is possible (See pages 53 to 55)

Lakeland and Highlands may agree to terminate the merger agreement and not complete the merger at any time before the merger is completed. We each can unilaterally terminate the merger in certain circumstances. These include a failure to complete the merger by August 23, 2019, unless the terminating party’s breach is the reason that the merger has not been completed.

Highlands may terminate the merger agreement if:

See “THE MERGER—Termination” beginning at page 53 for additional information regarding this and other bases for terminating the merger agreement, including Highlands’s “fiduciary out.”

Rights of Lakeland shareholders differ from those of Highlands shareholders (See pages 65 to 66)

When the merger is completed, each Highlands shareholder will automatically become a Lakeland shareholder. The rights of Lakeland shareholders differ from the rights of holders of Highlands common stock in certain ways, primarily as a result of certain provisions in Lakeland’s certificate of incorporation and by-laws that differ from those of Highlands’s certificate of incorporation and by-laws. Some of these provisions are intended to make a takeover of Lakeland harder if Lakeland’s board of directors does not approve it.

Highlands shareholders do not have dissenters’ appraisal rights (See page 60)

Under the New Jersey Business Corporation Act, Highlands’s shareholders will not have dissenters’ appraisal rights in connection with the merger.

Stock certificates to be submitted after the merger is complete (See pages 55 to 56)

Promptly after the merger is completed, the former shareholders of Highlands will receive a letter and instructions on how to surrender their Highlands stock certificates in exchange for Lakeland common stock. Highlands shareholders will need to carefully review and complete these materials and return them as instructed along with their stock certificates for Highlands common stock in order to receive the merger consideration.

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MARKET PRICE AND DIVIDEND INFORMATION

Highlands

The shares of Highlands common stock are traded on the OTC Pink Marketplace operated by OTC Markets Group Inc. under the symbol “HSBK”. The following table sets forth the high and low closing prices of the shares of Highlands common stock and the cash dividends declared for the periods indicated.

The shares of Highlands common stock are not actively traded. On August 13, 2018, the last full trading day prior to announcement of the execution of the merger agreement on which a trade occurred in Highlands common stock, the reported high and low sales prices and the closing sale price of Highlands common stock on the OTC Pink Marketplace were as follows:

On November 1, 2018, the last practicable date prior to the date of this proxy statement and prospectus on which a trade occurred in Highlands common stock, the reported high and low sales prices and the closing sale price of Highlands common stock on the OTC Pink Marketplace were as follows:

Shareholders are urged to obtain current market quotations for shares of Highlands common stock.

As of November 1, 2018, there were 2,790,481 shares of Highlands common stock outstanding, held of record by approximately 387 shareholders, and outstanding options that were exercisable on that date, or within 60 days after that date, for 72,251 shares of Highlands common stock.

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Lakeland

The shares of Lakeland common stock are traded on the NASDAQ Global Select Market under the symbol “LBAI”. The following table sets forth the high and low daily closing prices for shares of Lakeland common stock for the periods indicated, as provided by NASDAQ, and the cash dividends declared per share by Lakeland for the periods indicated.

On August 23, 2018, the last full trading day prior to announcement of the execution of the merger agreement, the reported high and low sales prices and the closing sale price of Lakeland common stock on the NASDAQ Global Select Market were as follows:

On November 1, 2018, the last practicable date prior to the date of this proxy statement and prospectus, the reported high and low sales prices and the closing sale price of Lakeland common stock on the NASDAQ Global Select Market were as follows:

Shareholders are urged to obtain current market quotations for shares of Lakeland common stock.

As of November 1, 2018, there were 47,485,620 shares of Lakeland common stock outstanding, held of record by approximately 2,904 shareholders, and outstanding options that were exercisable on that date, or within 60 days after that date, for 67,488 shares of Lakeland common stock.

Equivalent value per share

The following table shows the closing sale price of Lakeland common stock on the NASDAQ Global Select Market on August 23, 2018, the last full trading day prior to announcement of the execution of the merger

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agreement and on November 1, 2018, the last practicable date prior to the date of this proxy statement and prospectus, the closing sale price of Highlands common stock on the OTC Pink Marketplace Operated by OTC Markets Group Inc. on August 13, 2018, the last full trading day prior to announcement of the execution of the merger agreement on which a trade occurred in Highlands common stock and on November 1, 2018 and the equivalent value per share of Highlands common stock on those dates. The equivalent value per share is calculated by multiplying the per share price of Lakeland common stock by the exchange ratio of 1.015.

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RISK FACTORS

By approving the merger, Highlands shareholders will receive Lakeland common stock and thus will be investing in Lakeland’s common stock. An investment in Lakeland’s common stock involves a degree of risk. In addition to the other information included in this document, including the matters addressed in “FORWARD-LOOKING INFORMATION” immediately following this section, you should carefully consider the matters described below in determining whether to approve the merger agreement.

Risks pertaining to the proposed merger:

Since the exchange ratio is fixed, Highlands shareholders are at risk in the event that the market price of Lakeland’s common stock declines prior to the consummation of the merger.

Absent special circumstances described under “THE MERGER—Termination”, the number of shares that Lakeland will issue for each share of Highlands common stock to be converted into Lakeland common stock - that is, 1.015 shares—is fixed. If the market price of Lakeland’s common stock declines, the value of the stock consideration that Highlands shareholders will receive will decline. Stock price changes may result from a variety of factors, including general market and economic conditions, changes in Lakeland’s business, operations and prospects and regulatory considerations. Many of these factors are beyond Lakeland’s control. The merger is not expected to close until early in 2019. Moreover, Highlands shareholders can expect that there will be some delay after the merger is consummated before they will receive their Lakeland stock certificates. Thus, Highlands shareholders receiving stock in the merger will be subject to the risk of market declines in the value of Lakeland common stock for a substantial period of time.

Highlands’s shareholders are urged to obtain current market quotations for Lakeland common stock.

Highlands’s shareholders will have less influence as a shareholder of Lakeland than as a shareholder of Highlands.

The shareholders of Highlands currently have the right to control Highlands through their ability to elect the board of directors of Highlands and to vote on other matters affecting Highlands. The merger will transfer control of Highlands to Lakeland. After completion of the merger, former Highlands shareholders will own less than 6% of Lakeland’s outstanding common stock. Consequently, the former Highlands shareholders will exercise much less influence over the management and policies of Lakeland than they currently exercise over the management and policies of Highlands.

If Lakeland does not successfully integrate Highlands State Bank and any other banks that Lakeland may acquire in the future, the combined company may be adversely affected.

If the merger of Highlands into Lakeland, and the merger of Highlands State Bank into Lakeland Bank, are completed, and if Lakeland makes additional acquisitions in the future, Lakeland will need to integrate the acquired entities into its existing business and systems. Lakeland may experience difficulties in accomplishing this integration or in effectively managing the combined company after the mergers with Highlands and Highlands State Bank, and after any future acquisition. Any actual cost savings or revenue enhancements that Lakeland may anticipate from a future acquisition will depend on future expense levels and operating results, the timing of certain events and general industry, regulatory and business conditions. Many of these events will be beyond Lakeland’s control, and Lakeland cannot assure you that if the mergers are consummated or if Lakeland makes any additional acquisitions in the future, it will be successful in integrating those businesses into its own.

Lakeland’s future acquisitions could dilute your ownership of Lakeland and may cause Lakeland to become more susceptible to adverse economic events.

Lakeland has acquired other companies with its common stock in the past and intends to acquire or make investments in banks and other complementary businesses with its common stock in the future. Lakeland may

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issue additional shares of common stock to pay for those acquisitions, which would dilute your ownership interest in Lakeland. Future business acquisitions could be material to Lakeland, and the degree of success achieved in acquiring and integrating these businesses into Lakeland could have a material effect on the value of Lakeland common stock. In addition, any such acquisition could require Lakeland to use substantial cash or other liquid assets or to incur debt. In those events, Lakeland could become more susceptible to economic downturns and competitive pressures.

Failure to complete the merger could severely disadvantage Highlands.

In order to complete the merger, Highlands must focus on meeting all merger conditions. This could reduce management’s focus on growing Highlands’s banking business. If for any reason the merger does not occur, that failure could adversely affect Highlands’s business, harm its ability to operate as an independent financial institution and make it difficult for Highlands to attract other acquisition partners.

If the merger has not occurred by August 23, 2019, either Lakeland or Highlands is generally free to choose not to proceed with the merger.

Either Lakeland or Highlands may terminate the merger agreement if the merger has not been completed by August 23, 2019, unless such failure has resulted from the failure to perform by the party seeking to terminate the merger agreement. Although Lakeland and Highlands expect to close the merger early in 2019, there can be no assurance that all conditions to the merger will have been satisfied by August 23, 2019.

The expected benefits of the merger may not be realized if the combined company does not achieve certain cost savings and other benefits.

Lakeland’s belief that cost savings and revenue enhancements are achievable is a forward-looking statement that is inherently uncertain. The combined company’s actual cost savings and revenue enhancements, if any, cannot be quantified at this time. Any actual cost savings or revenue enhancements will depend on future expense levels and operating results, the timing of certain events and general industry, regulatory and business conditions. Many of these events will be beyond the control of the combined company.

Highlands’s officers and directors will receive benefits in the merger that other Highlands shareholders will not receive, and this could create a conflict.

Highlands’s directors and executive officers will receive benefits from the merger that other Highlands shareholders will not receive and this may result in conflicts of interest with respect to the merger. See “The Merger—Interests of Management and Others in the Merger” beginning on page 56. Both boards of directors considered these interests, together with other relevant factors, in deciding whether to approve the merger.

Risks pertaining to Lakeland’s business:

Credit Risks

Lakeland’s allowance for loan and lease losses may not be adequate to cover actual losses.

Like all commercial banks, Lakeland Bank maintains an allowance for loan and lease losses to provide for loan and lease defaults and non-performance. If Lakeland Bank’s allowance for loan and lease losses is not adequate to cover actual loan and lease losses, Lakeland may be required to significantly increase future provisions for loan and lease losses, which could materially and adversely affect Lakeland’s operating results. Lakeland’s allowance for loan and lease losses is determined by analyzing historical loan and lease losses, current trends in delinquencies and charge-offs, plans for problem loan and lease resolution, the opinions of regulators, changes in the size and composition of the loan and lease portfolio and industry information. Lakeland also considers the possible effects of economic events, which are difficult to predict. The amount of

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future losses is affected by changes in economic, operating and other conditions, including changes in interest rates, many of which are beyond Lakeland’s control. These losses may exceed Lakeland’s current estimates. Federal regulatory agencies, as an integral part of their examination process, review Lakeland Bank’s loans and the allowance for loan and lease losses. While Lakeland believes that its allowance for loan and lease losses in relation to its current loan portfolio is adequate to cover current losses, Lakeland cannot assure you that it will not need to increase its allowance for loan and lease losses or that the regulators will not require it to increase this allowance. Future increases in Lakeland’s allowance for loan and lease losses could materially and adversely affect its earnings and profitability.

A change in accounting standards could also cause an increase in Lakeland’s allowance for loan and lease losses. In June 2016, the FASB issued an accounting standards update pertaining to the measurement of credit losses on financial instruments. This update requires the measurement of all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions, such as Lakeland, and other organizations will now use forward-looking information to better inform their credit loss estimates. This update will be effective for fiscal years and interim periods beginning after December 15, 2019. While Lakeland is currently evaluating the impact that this standard could have on its financial statements, the adoption of this update is likely to cause an increase in Lakeland’s allowance for loan and lease losses and a reduction in capital.

The concentration of Lakeland’s commercial real estate loan portfolio may subject it to increased regulatory analysis, or otherwise adversely affect its business and operating results.

The FDIC, the Federal Reserve and the OCC have promulgated joint guidance on sound risk management practices for financial institutions with concentrations in commercial real estate (CRE) lending. The 2006 interagency guidance did not establish specific CRE lending limits or caps; rather, the guidance set forth supervisory criteria to serve as levels of bank CRE concentration above which certain financial institutions may be identified for further supervisory analysis. According to the guidelines, institutions could be subject to further analysis if (i) their loans for construction, land, and land development (CLD) represent 100% or more of the institution’s total risk-based capital, or (ii) their total non-owner-occupied CRE loans (including CLD loans), as defined, represent 300% or more of the institution’s total risk-based capital, and further, that the institution’s non-owner-occupied CRE loan portfolio has increased by 50% or more during the previous 36 months.

Lakeland Bank’s total reported CLD loans represented 50% of total risk-based capital at September 30, 2018. Lakeland Bank’s total reported CRE loans to total capital was 418% at September 30, 2018, while Lakeland Bank’s CRE portfolio has increased by 113% over the preceding 36 months. The growth rate of the preceding 36 months included the acquisitions of Pascack Community Bank and Harmony Bank.

Lakeland Bank’s CRE portfolio is segmented and spread among various property types including retail, office, multi-family, mixed use, industrial, hospitality, healthcare, special use and residential and commercial construction. Management regularly reviews and evaluates its CRE portfolio, including concentrations within the various property types based on current market conditions and risk appetite as well as by utilizing stress testing on material exposures and believes its underwriting practices are sound.

There is no assurance that in the future we will not continue to exceed the levels set forth in the guidelines. Furthermore, the concentration of Lakeland’s commercial real estate portfolio could materially and adversely affect its business and operating results, including its overall profitability, and/or adversely impact the growth of its business, including the growth and composition of its overall loan portfolio.

Lakeland Bank’s mortgage banking operations expose it to risks that are different than the risks associated with its retail banking operations.

Lakeland Bank’s mortgage banking operations expose Lakeland to risks that are different than Lakeland Bank’s retail banking operations. Lakeland Bank’s mortgage banking operations are dependent upon the level of

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demand for residential mortgages. During higher and rising interest rate environments, the level of refinancing activity tends to decline, which can lead to reduced volumes of business and lower revenues that may not exceed Lakeland’s fixed costs to run the business. In addition, mortgages sold to third-party investors are typically subject to certain repurchase provisions related to borrower refinancing, defaults, fraud or other reasons stipulated in the applicable third-party investor agreements. If the fair value of a loan when repurchased is less than the fair value when sold, a bank may be required to charge such shortfall to earnings.

In addition, the “ability to repay” and “Qualified Mortgage” rules promulgated as required by the Dodd-Frank Act, may expose the Company to greater losses, reduced volume and litigation related expenses and delays in taking title to collateral real estate, if these loans do not perform and borrowers challenge whether the rules were satisfied when originating the loans.

Lakeland is subject to various lending and other economic risks that could adversely affect its results of operations and financial condition.

Economic, political and market conditions, trends in industry and finance, legislative and regulatory changes, changes in governmental monetary and fiscal policies and inflation affect Lakeland’s business. These factors are beyond Lakeland’s control. A deterioration in economic conditions, particularly in the markets Lakeland lends in, could have the following consequences, any of which could materially adversely affect Lakeland’s business:

Deterioration in the real estate market, particularly in New Jersey, could adversely affect Lakeland’s business. A decline in real estate values in New Jersey would reduce Lakeland’s ability to recover on defaulted loans by selling the underlying real estate, which would increase the possibility that Lakeland may suffer losses on defaulted loans.

Lakeland may suffer losses in its loan portfolio despite its underwriting practices.

Lakeland seeks to mitigate the risks inherent in its loan portfolio by adhering to specific underwriting practices. Although Lakeland believes that its underwriting criteria are appropriate for the various kinds of loans that Lakeland makes, Lakeland may incur losses on loans that meet its underwriting criteria, and these losses may exceed the amounts set aside as reserves in its allowance for loan and lease losses. 

Liquidity and Interest Rate Risks

A decrease in Lakeland Bank’s ability to borrow funds could adversely affect its liquidity.

Lakeland Bank’s ability to obtain funding from the Federal Home Loan Bank (“FHLB”) or through its overnight federal funds lines with other banks could be negatively affected if Lakeland experienced a substantial deterioration in its financial condition or if such funding became restricted due to deterioration in the financial markets. While Lakeland has a contingency funds management plan to address such a situation if it were to occur (such plan includes deposit promotions, the sale of securities and the curtailment of loan growth, if necessary), a significant decrease in Lakeland’s ability to borrow funds could adversely affect its liquidity.

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Public funds deposits are an important source of funds for Lakeland Bank and a reduced level of those deposits may hurt the Lakeland’s profits.

Public funds deposits are a significant source of funds for Lakeland Bank’s lending and investment activities. The Company’s public funds deposits consist of deposits from local government entities, domiciled in the state of New Jersey, such as school districts, counties and other municipalities, and are collateralized by letters of credit from the FHLB and investment securities. Given Lakeland’s use of these high-average balance public funds deposits as a source of funds, Lakeland’s inability to retain such funds could adversely affect its liquidity. In addition, Governor Phil Murphy of New Jersey has proposed the creation of a state-owned bank which would accept public revenues to be invested in New Jersey. A bill was introduced in the New Jersey legislature in January 2018 that calls for the establishment of such a state-run bank. While no assurance can be provided that such a bank will be created, to the extent that a state-run bank is established and accepts public revenues, the amount of the Company’s public funds deposits could be reduced, which could adversely affect the Company’s liquidity.

Further, Lakeland Bank’s public funds deposits are primarily demand deposit accounts or short-term time deposits and are therefore more sensitive to interest rate risks. If Lakeland Bank is forced to pay higher rates on its public funds accounts to retain those funds, or if it is unable to retain such funds and is forced to resort to other sources of funds for its lending and investment activities, such as borrowings from the FHLB, the interest expense associated with these other funding sources may be higher than the rates it is currently paying on its public funds deposits, which would adversely affect Lakeland’s net income.

Lakeland is subject to interest rate risk and variations in interest rates that may negatively affect its financial performance.

Lakeland is unable to predict actual fluctuations of market interest rates. Rate fluctuations are influenced by many factors, including:

Both increases and decreases in the interest rate environment may reduce Lakeland’s profits. Lakeland expects that it will continue to realize income from the difference or “spread” between the interest it earns on loans, securities and other interest-earning assets, and the interest it pays on deposits, borrowings and other interest-bearing liabilities. Lakeland’s net interest spreads are affected by the differences between the maturities and repricing characteristics of its interest-earning assets and interest-bearing liabilities. Lakeland’s interest-earning assets may not reprice as slowly or rapidly as its interest-bearing liabilities. Changes in market interest rates could materially and adversely affect Lakeland’s net interest spread, asset quality, levels of prepayments, cash flows, market value of its securities portfolio, loan and deposit growth, costs and yields on loans and deposits and its overall profitability. Competition for Lakeland’s deposits has increased significantly as a result of the continuing low interest rate environment.

Declines in value may adversely impact Lakeland’s investment portfolio.

As of September 30, 2018, Lakeland had approximately $613.2 million and $158.6 million in available for sale and held to maturity investment securities, respectively. Lakeland may be required to record impairment

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charges on its investment securities if they suffer a decline in value that is considered other-than-temporary. Numerous factors, including lack of liquidity for sales of certain investment securities, absence of reliable pricing information for investment securities, adverse changes in business climate, adverse actions by regulators, or unanticipated changes in the competitive environment could have a negative effect on Lakeland’s investment portfolio in future periods. If an impairment charge is significant enough it could affect the ability of Lakeland Bank to upstream dividends to Lakeland, which could have a material adverse effect on Lakeland’s liquidity and its ability to pay dividends to shareholders and could also negatively impact Lakeland Bank’s regulatory capital ratios.

Information Technology or Cybersecurity Risks

The occurrence of any failure, breach, or interruption in service involving Lakeland’s systems or those of its service providers could damage Lakeland’s reputation, cause losses, increase Lakeland’s expenses, and result in a loss of customers, an increase in regulatory scrutiny, or expose the Company to civil litigation and possibly financial liability, any of which could adversely impact Lakeland’s financial condition, results of operations and the market price of its stock.

In the ordinary course of business, Lakeland relies on electronic communications and information systems to conduct its operations and to store sensitive data. Any failure, interruption or breach in security of these systems could result in significant disruption to Lakeland’s operations. Information security breaches and cybersecurity-related incidents may include, but are not limited to, attempts to access information, including customer and company information, malicious code, computer viruses and denial of service attacks that could result in unauthorized access, misuse, loss or destruction of data (including confidential customer information), account takeovers, unavailability of service or other events. These types of threats may derive from human error, fraud or malice on the part of external or internal parties, or may result from accidental technological failure. Further, to access Lakeland’s products and services its customers may use computers and mobile devices that are beyond Lakeland’s security control systems. Lakeland’s technologies, systems, networks and software, and those of other financial institutions have been, and are likely to continue to be, the target of cybersecurity threats and attacks, which may range from uncoordinated individual attempts to sophisticated and targeted measures directed at Lakeland. The risk of a security breach or disruption, particularly through cyber attack or cyber intrusion, has increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased.

Lakeland’s business requires the collection and retention of large volumes of customer data, including personally identifiable information in various information systems that Lakeland maintains and in those maintained by third parties with whom Lakeland contracts to provide data services. Lakeland also maintains important internal company data such as personally identifiable information about its employees and information relating to its operations. The integrity and protection of that customer and company data is important to Lakeland. Lakeland’s collection of such customer and company data is subject to extensive regulation and oversight.

Lakeland’s customers and employees have been, and will continue to be, targeted by parties using fraudulent e-mails and other communications in attempts to misappropriate passwords, bank account information or other personal information or to introduce viruses or other malware through “Trojan horse” programs to Lakeland’s information systems and/or its customers’ computers. Though Lakeland endeavors to mitigate these threats through product improvements, use of encryption and authentication technology and customer and employee education, such cyber attacks against Lakeland or its merchants and its third party service providers remain a serious issue. The pervasiveness of cybersecurity incidents in general and the risks of cyber crime are complex and continue to evolve. More generally, publicized information concerning security and cyber-related problems could inhibit the use or growth of electronic or web-based applications or solutions as a means of conducting commercial transactions.

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Although Lakeland makes significant efforts to maintain the security and integrity of its information systems and has implemented various measures to manage the risk of a security breach or disruption, there can be no assurance that Lakeland’s security efforts and measures will be effective or that attempted security breaches or disruptions would not be successful or damaging. Even the most well protected information, networks, systems and facilities remain potentially vulnerable because attempted security breaches, particularly cyber attacks and intrusions, or disruptions will occur in the future, and because the techniques used in such attempts are constantly evolving and generally are not recognized until launched against a target, and in some cases are designed not to be detected and, in fact, may not be detected. Accordingly, Lakeland may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, and thus it is virtually impossible for Lakeland to entirely mitigate this risk. While Lakeland maintains specific “cyber” insurance coverage, which would apply in the event of various breach scenarios, the amount of coverage may not be adequate in any particular case. Furthermore, because cyber threat scenarios are inherently difficult to predict and can take many forms, some breaches may not be covered under Lakeland’s cyber insurance coverage. A security breach or other significant disruption of our information systems or those related to Lakeland’s customers, merchants and Lakeland’s third party vendors, including as a result of cyber attacks, could (i) disrupt the proper functioning of Lakeland’s networks and systems and therefore Lakeland’s operations and/or those of certain of its customers; (ii) result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of confidential, sensitive or otherwise valuable information of Lakeland’s or its customers; (iii) result in a violation of applicable privacy, data breach and other laws, subjecting Lakeland to additional regulatory scrutiny and exposing Lakeland to civil litigation, governmental fines and possible financial liability; (iv) require significant management attention and resources to remedy the damages that result; or (v) harm Lakeland’s reputation or cause a decrease in the number of customers that choose to do business with Lakeland. The occurrence of any of the foregoing could have a material adverse effect on Lakeland’s business, financial condition and results of operations.

The inability to stay current with technological change could adversely affect Lakeland’s business model.

Financial institutions continually are required to maintain and upgrade technology in order to provide the most current products and services to their customers, as well as create operational efficiencies. This technology requires personnel resources, as well as significant costs to implement. Failure to successfully implement technological change could adversely affect Lakeland’s business, results of operations and financial condition.

Lakeland’s operations rely on certain third party vendors.

Lakeland relies on certain external vendors to provide products and services necessary to maintain Lakeland’s day-to-day operations. These third party vendors are sources of operational and informational security risk to Lakeland, including risks associated with operational errors, information system interruptions or breaches and unauthorized disclosures of sensitive or confidential client or customer information. If these vendors encounter any of these issues, or if Lakeland has difficulty communicating with them, Lakeland could be exposed to disruption of operations, loss of service or connectivity to customers, reputational damage, and litigation risk that could have a material adverse effect on Lakeland’s business and, in turn, its financial condition and results of operations.

In addition, Lakeland’s operations are exposed to risk that these vendors will not perform in accordance with the contracted arrangements under service level agreements. While Lakeland has selected these external vendors carefully, Lakeland does not control their actions. The failure of an external vendor to perform in accordance with the contracted arrangements under service level agreements, because of changes in the vendor’s organizational structure, financial condition, support for existing products and services or strategic focus or for any other reason, could be disruptive to Lakeland’s operations, which could have a material adverse effect on Lakeland’s business and, in turn, its financial condition and results of operations. Replacing these external vendors could also entail significant delay and expense.

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Legal and Regulatory Risks

The Dodd-Frank Act could materially and adversely affect Lakeland by increasing compliance costs, heightening our risk of noncompliance with applicable regulations, and changing the competitive landscape in the banking industry.

The Dodd-Frank Act has resulted in sweeping changes in the regulation of financial institutions. The Dodd-Frank Act contains numerous provisions that affect all banks and bank holding companies. Some of the provisions in the Dodd-Frank Act were subject to regulatory rule-making and implementation, the full effects of which are not yet fully known. Although Lakeland cannot predict the full and specific impact and long-term effects that the Dodd-Frank Act and the regulations promulgated thereunder will have on Lakeland and its prospects, its target markets and the financial industry more generally, Lakeland believes that the Dodd-Frank Act and the regulations promulgated thereunder are likely to continue to impose additional administrative and regulatory burdens that will obligate Lakeland to continue to incur additional expenses and will continue to adversely affect its margins and profitability. For example, the elimination of the prohibition on the payment of interest on demand deposits could materially increase Lakeland’s interest expense, depending on its competitors’ responses. Provisions in the legislation mandating modification of the capital requirements applicable to Lakeland and Lakeland Bank, and the resulting adoption by federal regulators of the new capital requirements described under “Business-Supervision and Regulation-Capital Requirements” in Lakeland’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, could require Lakeland and Lakeland Bank to seek additional sources of capital in the future. More stringent consumer protection regulations could materially and adversely affect Lakeland’s profitability.

President Donald Trump has stated that he intends to relax financial regulations, including various provisions of the Dodd-Frank Act and the rules implementing those provisions. The nature and extent of future legislative and regulatory changes affecting financial institutions remains very unpredictable at this time.

Lakeland and Lakeland Bank are subject to more stringent capital and liquidity requirements.

The Dodd-Frank Act also imposes more stringent capital requirements on bank holding companies such as Lakeland Bancorp by, among other things, imposing leverage ratios on bank holding companies and prohibiting new trust preferred issuances from counting as Tier I capital. These restrictions will limit Lakeland’s future capital strategies. Under the Dodd-Frank Act, Lakeland’s currently outstanding trust preferred securities will continue to count as Tier I capital, but we will be unable to issue replacement or additional trust preferred securities which would count as Tier I capital.

As further described under “Business-Supervision and Regulation-Capital Requirements” in Lakeland’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, Lakeland was required to meet new capital requirements beginning on January 1, 2015. In addition, beginning in 2016, banks and bank holding companies were required to maintain a capital conservation buffer on top of minimum risk-weighted asset ratios. The implementation of the capital conservation buffer began on January 1, 2016 at the 0.625% level, and increases by 0.625% on each subsequent January 1 until it reaches 2.5% when fully phased in on January 1, 2019. Banking institutions which do not maintain capital in excess of the capital conservation buffer face constraints on the payment of dividends, equity repurchases and compensation based on the amount of the shortfall. Accordingly, if Lakeland Bank fails to maintain the applicable minimum capital ratios and the capital conservation buffer, distributions to Lakeland Bancorp may be prohibited or limited.

Future increases in minimum capital requirements could adversely affect Lakeland’s net income. Furthermore, Lakeland’s failure to comply with the minimum capital requirements could result in Lakeland’s regulators taking formal or informal actions against Lakeland which could restrict Lakeland’s future growth or operations.

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The extensive regulation and supervision to which Lakeland is subject imposes substantial restrictions on Lakeland’s business.

Lakeland, Lakeland Bank and certain non-bank subsidiaries are subject to extensive regulation and supervision. Banking regulations are primarily intended to protect depositors’ funds, federal deposit insurance funds and the banking system as a whole. Such laws are not designed to protect Lakeland’s shareholders. These regulations affect Lakeland’s lending practices, capital structure, investment practices, dividend policy and growth, among other things. Lakeland is also subject to a number of laws which, among other things, govern its lending practices and require Lakeland Bank to establish and maintain comprehensive programs relating to anti-money laundering and customer identification. The United States Congress and federal regulatory agencies continually review banking laws, regulations and policies for possible changes. Changes to statutes, regulations or regulatory policies, including changes in interpretation or implementation of statutes, regulations or policies, could affect Lakeland in substantial and unpredictable ways. Such changes could subject Lakeland to additional costs, limit the types of financial services and products Lakeland may offer and/or increase the ability of non-banks to offer competing financial services and products, among other things. Failure to comply with laws, regulations or policies could result in sanctions by regulatory agencies, civil money penalties and/or reputational damage, which could have a material adverse effect on Lakeland’s business, financial condition and results of operations.

Lakeland Bank’s ability to pay dividends is subject to regulatory limitations which, to the extent that Lakeland Bank’s holding company requires such dividends in the future, may affect Lakeland Bank’s holding company’s ability to pay its obligations and pay dividends to shareholders.

As a bank holding company, Lakeland is a separate legal entity from Lakeland Bank and its subsidiaries, and Lakeland does not have significant operations of its own. Lakeland currently depends on Lakeland Bank’s cash and liquidity to pay Lakeland’s operating expenses and dividends to shareholders. The availability of dividends from Lakeland Bank is limited by various statutes and regulations. The inability of Lakeland to receive dividends from Lakeland Bank could adversely affect Lakeland’s financial condition, results of operations, cash flows and prospects and Lakeland’s ability to pay dividends.

In addition, as described under “Business-Supervision and Regulation-Capital Requirements” in Lakeland’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, banks and bank holding companies are required to maintain a capital conservation buffer on top of minimum risk-weighted asset ratios. The implementation of the capital conservation buffer began on January 1, 2016 at the 0.625% level, and increases by 0.625% on each subsequent January 1 until it reaches 2.5% when fully phased in on January 1, 2019. Banking institutions which do not maintain capital in excess of the capital conservation buffer will face constraints on the payment of dividends, equity repurchases and compensation based on the amount of the shortfall. Accordingly, if Lakeland Bank fails to maintain the applicable minimum capital ratios and the capital conservation buffer, distributions to Lakeland Bancorp may be prohibited or limited.

Strategic and External Risks

The effect of the Tax Cuts and Jobs Act and future tax reform is uncertain and may adversely affect Lakeland’s business.

The current Presidential administration and U.S. Congress passed significant reform of the Internal Revenue Code, known as the Tax Cuts and Jobs Act of 2017 (“the Tax Act”). Lakeland has completed the process of determining the accounting under ASC Topic 740, Income Taxes, for the income tax effects of the Tax Cuts and Jobs Act, as discussed in the related notes to the consolidated financial statements included in Lakeland’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, and subsequent filings by Lakeland with the Securities and Exchange Commission. Lakeland has therefore disclosed the impact that the Tax Act will have on its financial position and the results of operations. Technical corrections or other forthcoming guidance could change how Lakeland interprets provisions of the Tax Act, which may impact Lakeland’s effective tax rate and could affect its deferred tax assets, tax positions and/or its tax liabilities.

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While the decline in the federal corporate tax rate from 35% to 21% will lower Lakeland’s income tax expense as a percent of its taxable income in 2018, other provisions of the Tax Act or future tax reform could negatively impact certain balance sheet and tax positions taken by the Company. The Tax Act imposes higher limitations on the deductibility of interest and property tax expenses which may adversely impact the property values of real estate used to secure loans and create an additional tax burden for many borrowers, particularly in high tax jurisdictions such as the State of New Jersey where the Company operates. These and other federal tax changes could significantly impact the financial health of Lakeland’s customers, potentially resulting, in among other things, an inability to repay loans or maintain deposits at Lakeland Bank. Any negative financial impact to Lakeland’s customers resulting from tax reform could adversely impact Lakeland’s financial condition and earnings.

The ultimate impact of any tax reform on Lakeland’s business, customers and shareholders is uncertain and could be adverse.

Recent New Jersey legislative changes may increase tax expense.

In connection with adopting the 2019 fiscal year budget, the New Jersey legislature adopted, and the Governor signed, legislation that will increase Lakeland’s state income tax liability and could increase the overall tax expense. The legislation imposes a temporary surtax of 2.5% on corporations earning New Jersey allocated income in excess of $1 million for tax years beginning on or after January 1, 2018 through December 31, 2019, and of 1.5% for tax years beginning on or after January 1, 2020 through December 31, 2021. The legislation also requires combined filing for members of a combined group for tax years beginning on or after January 1, 2019, and limits the deductibility of dividends received. These changes are not temporary. Regulations implementing the legislative changes have not yet been issued, and Lakeland cannot yet fully evaluate the impact of the legislation on overall tax expense or the valuation of the deferred tax asset. It is likely that Lakeland will lose the benefit of various tax management strategies, and as a result, the total tax expense will increase, although the deferred tax asset valuation may also increase.

Severe weather, acts of terrorism and other external events could impact Lakeland’s ability to conduct business.

Weather-related events have adversely impacted Lakeland’s market area in recent years, especially areas located near coastal waters and flood prone areas. Such events that may cause significant flooding and other storm-related damage may become more common events in the future. Financial institutions have been, and continue to be, targets of terrorist threats aimed at compromising operating and communication systems and the metropolitan New York area, including New Jersey, remain central targets for potential acts of terrorism. Such events could cause significant damage, impact the stability of Lakeland’s facilities and result in additional expenses, impair the ability of Lakeland’s borrowers to repay their loans, reduce the value of collateral securing repayment of Lakeland’s loans, and result in the loss of revenue. While Lakeland has established and regularly tests disaster recovery procedures, the occurrence of any such event could have a material adverse effect on Lakeland’s business, operations and financial condition.

Lakeland faces intense competition from other financial services and financial services technology companies, and competitive pressures could adversely affect Lakeland’s business or financial performance.

Lakeland faces intense competition in all of its markets and geographic regions. Lakeland expects competitive pressures to intensify in the future, especially in light of legislative and regulatory initiatives arising out of the recent global economic crisis, technological innovations that alter the barriers to entry, current economic and market conditions, and government monetary and fiscal policies. Competition with financial services technology companies, or technology companies partnering with financial services companies, may be particularly intense, due to, among other things, differing regulatory environments. Competitive pressures may

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drive Lakeland to take actions that Lakeland might otherwise eschew, such as lowering the interest rates or fees on loans or raising the interest rates on deposits in order to keep or attract high-quality customers. These pressures also may accelerate actions that Lakeland might otherwise elect to defer, such as substantial investments in technology or infrastructure. Whatever the reason, actions that Lakeland takes in response to competition may adversely affect its results of operations and financial condition. These consequences could be exacerbated if Lakeland is not successful in introducing new products and other services, achieving market acceptance of its products and other services, developing and maintaining a strong customer base, or prudently managing expenses.

Lakeland’s future growth may require Lakeland to raise additional capital in the future, but that capital may not be available when it is needed or may be available only at an excessive cost.

Lakeland is required by regulatory authorities to maintain adequate levels of capital to support its operations. Lakeland anticipates that current capital levels will satisfy regulatory requirements for the foreseeable future. Lakeland, however, may at some point choose to raise additional capital to support its continued growth. Lakeland’s ability to raise additional capital will depend, in part, on conditions in the capital markets at that time, which are outside of Lakeland’s control. Accordingly, Lakeland may be unable to raise additional capital, if and when needed, on terms acceptable to Lakeland, or at all. If Lakeland cannot raise additional capital when needed, its ability to further expand operations through internal growth and acquisitions could be materially impacted. In the event of a material decrease in Lakeland’s stock price, future issuances of equity securities could result in dilution of existing shareholder interests.

Operational Risks

Lakeland may incur impairment to goodwill.

Lakeland reviews its goodwill at least annually. Lakeland’s valuation methodology for assessing impairment requires management to make judgments and assumptions based on historical experience and to rely on projections of future operating performance. Lakeland operates in a competitive environment and projections of future operating results and cash flows may vary significantly from actual results. Additionally, if Lakeland’s analysis results in an impairment to its goodwill, Lakeland would be required to record a non-cash charge to earnings in its financial statements during the period in which such impairment is determined to exist. Any such charge could have a material adverse effect on Lakeland’s results of operations and its stock price.

Lakeland could be adversely affected by failure in its internal controls.

Lakeland continues to devote a significant amount of effort, time and resources to continually strengthen its controls and ensure compliance with complex accounting standards and banking regulations. A failure in Lakeland’s internal controls could have a significant negative impact not only on Lakeland’s earnings, but also on the perception that customers, regulators and investors may have of Lakeland.

Lakeland’s risk management strategies may not be fully effective in mitigating Lakeland’s risk exposures in all market environments or against all types of risk.

Lakeland has devoted significant resources to develop its risk management policies and procedures and expects to continue to do so in the future. Nonetheless, Lakeland’s risk management strategies may not be fully effective in mitigating Lakeland’s risk exposure in all market environments or against all types of risk, including risks that are unidentified or unanticipated. As Lakeland’s products and services change and grow and the markets in which Lakeland operates evolve, Lakeland’s risk management strategies may not always adapt to those changes. Some of Lakeland’s methods of managing risk are based upon Lakeland’s use of observed historical market behavior and management’s judgment. As a result, these methods may not predict future risk exposures, which could be significantly greater than the historical measures indicate. Management of market,

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credit, liquidity, operational, legal, regulatory and compliance risks requires, among other things, policies and procedures to record properly and verify a large number of transactions and events and these policies and procedures may not be fully effective. While Lakeland employs a broad and diversified set of risk monitoring and risk mitigation techniques, those techniques and the judgments that accompany their application cannot anticipate every economic and financial outcome or the timing of such outcomes. Any of these circumstances could have an adverse effect on Lakeland’s business, financial condition and results of operations.

The inability to attract and retain key personnel could adversely affect Lakeland’s business.

The success of Lakeland depends partially on the ability to attract and retain a high level of experienced personnel. The inability to attract and retain key employees, as well as find suitable replacements, if necessary, could adversely affect Lakeland’s customer relationships and internal operations.

The accuracy of Lakeland’s financial statements and related disclosures could be affected if the judgments, assumptions or estimates used in Lakeland’s critical accounting policies are inaccurate.

The preparation of financial statements and related disclosure in conformity with GAAP requires Lakeland to make judgments, assumptions and estimates that affect the amounts reported in Lakeland’s consolidated financial statements and accompanying notes. Lakeland’s critical accounting policies, which are included in Item 7 of Lakeland’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 captioned “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, describe those significant accounting policies and methods used in the preparation of Lakeland’s consolidated financial statements that Lakeland considers “critical” because they require judgments, assumptions and estimates that materially affect Lakeland’s consolidated financial statements and related disclosures. As a result, if future events differ significantly from the judgments, assumptions and estimates in Lakeland’s critical accounting policies, those events or assumptions could have a material impact on Lakeland’s consolidated financial statements and related disclosures.

If Lakeland does not successfully integrate any banks that Lakeland may acquire in the future, the combined company may be adversely affected.

If Lakeland makes acquisitions in the future (including the closing of the Highlands acquisition, and any other potential future acquisitions), Lakeland will need to integrate the acquired entities into its existing business and systems. Lakeland may experience difficulties in accomplishing this integration or in effectively managing the combined company after the Highlands acquisition or any other future acquisition. Any actual cost savings or revenue enhancements that Lakeland may anticipate from a future acquisition will depend on future expense levels and operating results, the timing of certain events and general industry, regulatory and business conditions. Many of these events will be beyond Lakeland’s control, and Lakeland cannot assure you that in connection with the Highlands acquisition or if Lakeland makes any other acquisitions in the future, Lakeland will be successful in integrating those businesses into its own.

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FORWARD-LOOKING INFORMATION

This proxy statement and prospectus, including information incorporated by reference in this document, contains forward-looking statements with respect to the consolidated financial condition, results of operations and business of Highlands and Lakeland. These include statements relating to revenues, cost savings and anticipated benefits resulting from the merger. You can find many of these statements by looking for words such as “believes,” “expects,” “anticipates,” “estimates,” “projects” or similar words or expressions.

These forward-looking statements involve substantial risks and uncertainties. There are many factors that may cause actual results to differ materially from those contemplated by such forward-looking statements. In addition to the factors disclosed under the caption “RISK FACTORS” and elsewhere in this document, the following factors, among others, could cause Lakeland’s actual results to differ materially and adversely from Lakeland’s forward-looking statements: changes in the financial services industry and the U.S. and global capital markets; changes in economic conditions nationally, regionally and in Lakeland’s markets; the nature and timing of actions of the Federal Reserve Board and other regulators; the nature and timing of legislation and regulation affecting the financial services industry; government intervention in the U.S. financial system; changes in federal and state tax laws; changes in levels of market interest rates; pricing pressures on loan and deposit products; credit risks of Lakeland’s lending and leasing activities; successful implementation, deployment and upgrades of new and existing technology, systems, services and products; customers’ acceptance of Lakeland’s products and services, and competition; the ability of Lakeland and Lakeland Bank to integrate Highlands and Highlands State Bank promptly into the overall business plan if the mergers are consummated; and other factors referenced in Lakeland’s Annual Report on Form 10-K for the year ended December 31, 2017. Risks pertaining directly to the merger are described under “RISK FACTORS” beginning on page 13 of this proxy statement and prospectus.

Because forward-looking statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such statements. You should not place undue reliance on such statements. These statements speak only as of the date of this proxy statement and prospectus or, if made in any document incorporated by reference, as of the date of that document.

All written or oral forward-looking statements attributable to Lakeland or Highlands or any person acting on their behalf made after the date of this proxy statement and prospectus are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Neither Lakeland nor Highlands undertakes any obligation to release publicly any revisions to such forward-looking statements to reflect events or circumstances after the date of this proxy statement and prospectus or to reflect the occurrence of unanticipated events.

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THE MEETING

When and Where the Highlands Special Meeting will be Held

Highlands will hold its special meeting of shareholders at Highlands Bancorp’s Corporate Offices, 310 Route 94, Vernon, New Jersey 07462, commencing at 11:00 a.m., local time, on Thursday, December 13, 2018.

What will be Voted on at the Highlands Special Meeting

At the Highlands special meeting, Highlands shareholders will consider and vote on proposals to do the following:

1. Approve an Agreement and Plan of Merger, dated as of August 23, 2018, by and between Highlands and Lakeland, providing for:

2. 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 merger agreement and the merger.

If a quorum is not present, or if fewer shares of Highlands common stock are voted in favor of the merger agreement and the merger than the number required for approval, it is expected that the meeting will be adjourned to allow additional time for obtaining additional proxies. In that event, proxies will be voted to approve an adjournment, except for proxies as to which instructions have been given to vote against the merger agreement and the merger. The holders of a majority of the shares present at the meeting would be required to approve any adjournment of the meeting.

Shareholders Entitled to Vote

Highlands has set November 1, 2018 as the record date to determine which Highlands shareholders will be entitled to vote at the special meeting. Only holders of Highlands common stock at the close of business on the record date will be entitled to vote at the special meeting. As of the record date, there were 2,790,481 shares of Highlands common stock outstanding and entitled to be voted at the special meeting, held by approximately 387 shareholders of record. Each holder of shares of Highlands common stock outstanding on the record date will be entitled to one vote for each share held of record.

Number of Shares that Must be Represented for a Vote to be Taken

In order to have a quorum at the special meeting, a majority of the total number of outstanding shares of common stock entitled to vote at the meeting must be represented at the meeting in person or by proxy.

The following shares will be counted at the Highlands special meeting for purposes of determining the presence or absence of a quorum:

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Vote Required; Voting Agreements

The approval of the merger agreement and the merger will require the affirmative vote, in person or by proxy, of the holders of at least a majority of the votes cast at the Highlands special meeting. Each holder of shares of Highlands common stock outstanding on the record date will be entitled to one vote for each share held of record. Abstentions and broker non-votes will be counted for purposes of determining whether a quorum is present and will not have any effect on the vote to approve the merger and merger agreement.

The directors and certain executive officers of Highlands have agreed with Lakeland to vote all shares of Highlands common stock for which they have voting power on the record date in favor of the approval of the merger agreement and the merger. On the record date, such directors and executive officers beneficially owned 366,633 outstanding shares of Highlands common stock (excluding shares issuable upon the exercise of options), or approximately 13.0% of the shares of Highlands common stock outstanding on the record date.

Voting your Shares

The Highlands board of directors is soliciting proxies from the Highlands shareholders. This will give Highlands shareholders an opportunity to vote at the special meeting. When you deliver a valid proxy, the shares represented by that proxy will be voted by a named agent in accordance with your instructions.

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

If you sign a proxy, you may revoke it by written notice to the Secretary of Highlands, at any time before it is voted at the special meeting.

You cannot vote shares held by your broker in “street name.” Only your broker can vote those shares, with your instructions. If you do not provide your broker with instructions on how to vote your shares, your broker will not be permitted to vote them.

Highlands shareholders will have four alternative ways to vote:

Please take a moment to read the instructions for Highlands shareholders, choose the way to vote that you find most convenient and cast your vote as soon as possible.

Voting by Proxy Card. If proxy cards in the accompanying form are properly executed and returned, the shares represented thereby will be voted in the manner specified therein. As stated above, if you are a Highlands shareholder and you sign, date and mail your proxy card without indicating how you wish to vote, your proxy will be counted as a vote FOR approval of the merger agreement.

Voting by Telephone. If you wish to vote by telephone and you are a Highlands shareholder of record, you may dial the toll free number and follow the instructions on your proxy card. If you vote by telephone, you must have your control number and the proxy card available when you call.

Voting by the Internet. If you wish to vote through the Internet and you are a Highlands shareholder of record, you may access the Internet at the web address stated on the proxy card and follow the on-screen instructions. If you vote through the Internet, you must have your control number and the proxy card available when you access the web page.

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

The deadline for voting by telephone or through the Internet as a Highlands shareholder of record is 3:00 a.m., Eastern time, on December 13, 2018. For shareholders whose shares are registered in the name of a broker or other nominee, please consult the voting instructions provided by your broker or other nominee for information about the deadline for voting by telephone or through the Internet.

Voting in Person. If you attend the Highlands 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 meeting.

Changing your Vote

As a Highlands shareholder, you will be able to change your vote as many times as you wish and the last vote received chronologically by any means will supersede your prior vote(s).

Any Highlands shareholder may revoke a proxy at any time before or at the Highlands special meeting in one or more of the following ways:

A Highlands shareholder should send any written notice of revocation or subsequent proxy to Highlands Bancorp, Inc., Attention: Carol Hults, Corporate Secretary, 310 Route 94, PO Box 160, Vernon, New Jersey 07462, or hand deliver the notice of revocation or subsequent proxy to Ms. Hults before the taking of the vote at the Highlands special meeting. Attendance at the special meeting will not by itself constitute a revocation of a proxy.

Solicitation of Proxies and Costs

The solicitation of proxies for the special meeting is made on behalf of the Highlands board of directors. Highlands will pay the costs of soliciting proxies with respect to its special meeting. In addition to solicitation by mail, directors, officers and employees acting on behalf of Highlands may solicit proxies for the special meetings in person or by telephone, telegraph, facsimile or other means of communication. Highlands will not pay any additional compensation to these directors, officers or employees for these activities, but may reimburse them for reasonable out-of-pocket expenses.

Highlands will make arrangements with brokerage houses, custodians, nominees and fiduciaries for the forwarding of proxy solicitation materials to beneficial owners of shares held of record by these brokerage houses, custodians, nominees and fiduciaries, and Highlands will reimburse these brokerage houses, custodians, nominees and fiduciaries for their reasonable expenses incurred in connection with the solicitation.

Highlands has retained Laurel Hill Advisory Group, at an estimated cost of $6,000 plus reimbursement of out-of-pocket expenses, including per call fees for each call made, to assist in the solicitation of proxies. Highlands also has agreed to indemnify Laurel Hill Advisory Group against certain liabilities in connection with this proxy solicitation.

Principal Shareholders; Security Ownership of Highlands Management

The following table sets forth, as of September 28, 2018, the beneficial ownership of Highlands stock by (i) each director of Highlands, (iii) each executive officer of Highlands who is not also a director and (iii) all

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directors and executive officers of Highlands as a group. As of September 28, 2018, there were no holders of Highlands common stock known to Highlands who beneficially owned 5% or more of Highlands common stock. Unless otherwise indicated in the footnotes following the table, each of the named shareholders possesses sole voting and investment power with respect to the shares beneficially owned. Shares covered by stock options are included in the table to the extent they are exercisable within 60 days of September 28, 2018.

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PROPOSAL 1

THE MERGER

The following information describes the material terms and provisions of the merger. This description is not complete. We qualify this discussion in its entirety by reference to the merger agreement which we incorporate by reference in this proxy statement and prospectus. A copy of the merger agreement is attached hereto as Annex A. We urge you to read the full text of the agreement carefully.

The merger agreement provides that Highlands will merge with and into Lakeland, with Lakeland as the surviving corporation in the merger. Immediately after the merger of the holding companies, Highlands State Bank will merge with and into Lakeland Bank, with Lakeland Bank as the surviving bank in the merger.

Upon completion of the merger, the shareholders of Highlands will receive 1.015 shares of Lakeland common stock for each outstanding share of Highlands common stock that they own at the effective time of the merger.

See “Terms of the Merger - What Highlands Shareholders Will Receive in the Merger,” beginning at page 46.

The exchange ratio will be adjusted proportionately if Lakeland makes any stock splits, stock dividends or similar distributions prior to the closing of the merger.

Lakeland will not issue any fractions of a share of common stock. Rather, Lakeland will pay cash (without interest) for any fractional share interest any Highlands shareholder would otherwise receive in the merger. All shares of Highlands common stock held by a shareholder immediately prior to the effective time of the merger will be aggregated before determining the need to pay cash in lieu of fractional shares to such former shareholder.

The boards of directors of Highlands and Lakeland unanimously have approved and adopted the merger agreement and believe that the merger is in the best interests of their respective shareholders. The Highlands board of directors unanimously recommends that Highlands shareholders vote FOR the merger agreement and the merger.

All stock options to purchase Highlands common stock outstanding at the effective time of the merger will be forfeited or, if the holders execute and deliver prior to the effective time an option cancellation agreement, in form and substance reasonably satisfactory to Lakeland, cancelled in exchange for a payment to be made by Lakeland to any such holder promptly after the later of the effective time and Lakeland’s receipt of the holder’s option cancellation agreement and cancelled old stock option. The payment, referred to as the option cancellation amount, for each old stock option outstanding immediately prior to the effective time will equal the number of shares of Highlands common stock covered by the old stock option multiplied by the amount, if any, by which the average (rounded to four decimals) of the daily closing sales prices of Lakeland common stock as reported on the NASDAQ Global Select Market for the 20 consecutive full trading days ending at the close of trading on the date immediately preceding the effective time, exceeds the exercise price of such old stock option.

The executive officers and directors of Highlands have interests in the merger that are different from the interests of Highlands’s shareholders in general. See “- Interests of Management and Others in the Merger” beginning on page 56. These interests were considered by Highlands’s board of directors before approving and recommending the merger.

Background of the Merger

As part of Lakeland’s strategic growth plan, Lakeland’s board of directors and senior management explore on an ongoing basis the feasibility of acquiring bank and bank holding companies that would broaden Lakeland’s

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presence in its markets and allow Lakeland to expand into neighboring markets, while enabling it to maintain its focus on community banking.

Over the past several years, Highlands has been a strong and growing community bank, increasing total assets from $272.6 million at December 31, 2014 to total assets of $449.0 million at December 31, 2017, while earnings have increased from $0.33 per diluted share for the year ended December 31, 2014 to $0.70 per diluted share for the year ended December 31, 2017. During this time, Highlands has successfully raised capital through the issuance of both equity and debt. In late 2017 and early 2018, the board of directors of Highlands engaged in a strategic planning process to determine the next phase in Highlands’s development. It was clear to the board that in order for Highlands to continue its current rate of growth, Highlands would need to raise additional capital. While the board was confident that Highlands could raise the additional capital and remain as a successful, independent community institution, the board did have concerns about aspects of Highlands’s future as an independent entity, including the increased regulatory burden faced by all community banks, including Highlands, and the increasing competition for core deposits. Because of these concerns, the Highlands board also considered whether it would be in the best interest of shareholders for Highlands to consider a transaction with a larger, strategic partner.

At a meeting of the Highlands board held on January 16, 2018, the Highlands board discussed alternatives for Highlands. Representatives of FIG Partners, LLC (“FIG”), Highlands’s financial advisor, participated in the meeting. The representatives of FIG discussed with the Highlands board the current state of the merger and acquisition market both nationally and in Highlands’s market. In addition, representatives of FIG discussed the state of the capital markets and Highlands’s ability to raise equity. After discussing the alternatives available to Highlands, the Highlands board determined that it would be in the best interest of Highlands’s shareholders for Highlands to explore a potential sale, and the Highlands board further directed Chairman George Irwin and President Steve Ackmann to retain FIG to serve as Highlands’s financial advisor during this process, and to work with FIG to explore a potential sale of Highlands.

Highlands retained FIG to serve as its financial advisor on February 22, 2018.

During the early part of 2018, representatives of FIG worked with Messrs. Irwin and Ackmann to identify and have preliminary, informal discussions with institutions which had previously expressed an interest in Highlands should it ever decide to sell. As a result of these preliminary discussions, four institutions with a strong capacity to pay (as determined by FIG based on its analysis) expressed significant interest in a potential transaction with Highlands. Lakeland was not included in this group since Lakeland, when initially approached by FIG, indicated a modest level of interest in Highlands as it was then currently engaged in evaluating another strategic initiative.

On April 17, 2018, the Highlands board held a meeting to discuss the current status of efforts to analyze Highlands’s strategic alternatives. Representatives of FIG participated in the meeting. At this meeting, Mr. Ackmann updated the Highlands board on the informal, preliminary meetings he had had with chief executives of other banks which had previously expressed an interest in Highlands should it ever decide to sell. Representatives of FIG then reviewed with the Highlands board their outline of a proposed solicitation process, in which FIG would contact the four institutions which had expressed significant interest in a potential transaction with Highlands. The representatives of FIG also identified other potential parties who had not yet been contacted but who might have an interest in a possible transaction with Highlands and who had the capacity to pay a competitive purchase price for Highlands, based upon FIG’s modeling. After further discussion, the Highlands board determined that it was most appropriate to attempt to move forward with the four parties who had expressed significant interest, and authorized FIG and Messrs. Irwin and Ackmann to begin the solicitation process.

During the remainder of April 2018, FIG contacted each of the four institutions and each entered into a non-disclosure agreement. In early May, each of the institutions was provided with a confidential information

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memorandum containing non-public information regarding Highlands. Each of the parties was asked to provide a pricing indication by June 1, 2018.

On May 24, 2018, one of the four proposed bidders who had signed a non-disclosure agreement contacted representatives of FIG to indicate that they would not be providing a pricing indication, and were dropping out of the process.

On May 29, 2018, Mr. Ackmann had lunch with Thomas J. Shara, the President and Chief Executive Officer of Lakeland. Mr. Ackmann told Mr. Shara that Highlands was exploring its options, including a possible sale of Highlands and Highlands State Bank. As part of Lakeland’s strategic growth plan, Lakeland’s board of directors and senior management explore on an ongoing basis the feasibility of acquiring banks and bank holding companies that would broaden Lakeland’s presence in its markets and allow Lakeland to expand into neighboring markets, while enabling it to maintain its focus on community banking. Consistent with this strategy, Mr. Shara indicated to Mr. Ackmann that if Highlands were to consider a merger transaction, Lakeland would have an interest in participating in any process Highlands undertook.

On June 1, 2018, the three remaining bidders submitted indication of interest letters, with prices for Highlands ranging from $18.00 to $20.50 per share.

On June 4, 2018, the Highlands board met to review the indication of interest letters. Representatives of FIG and representatives of Windels Marx Lane & Mittendorf (“Windels”), Highlands’s counsel, participated in the meeting. The representatives of FIG reviewed the three pricing indications submitted. One of the three bidders had indicated in its pricing letter that it would be unable to commence detailed diligence of Highlands until the third quarter of 2018, targeting the announcement of a potential transaction in the fourth quarter of 2018. The Highlands board discussed the three indications of interest, and elected to permit the two bidders who were prepared to commence diligence immediately (referred to as Bidders A and B) to undertake a detailed, onsite and remote diligence review of Highlands. Bidder A accepted the invitation and immediately began its diligence review. Bidder B, which had delivered the lower of the two indications, decided that it would not accept the invitation to perform diligence at this time since their indicated pricing was not the highest. Bidder B did indicate that should Highlands not undertake a transaction with Bidder A , they would be interested in revisiting the transaction.

At the same June 4, 2018 board meeting, Mr. Ackmann then described to the Highlands board his meeting with Mr. Shara, and the Highlands board discussed Lakeland’s renewed interest in Highlands. After further discussion, it was agreed that FIG would contact Mr. Shara, indicate that there was a process ongoing and that Highlands had already received a bid in excess of $20 per share. If Lakeland believed they could be competitive with that pricing indication, then the Highlands board would permit Lakeland to participate in the sale process.

On June 5, 2018, a representative of FIG contacted Mr. Shara. Mr. Shara confirmed his interest in a potential transaction with Highlands and asked to be included in any merger process that Highlands may be undertaking. On June 6, 2018, Lakeland executed a non-disclosure agreement, and received the same Confidential Information Memorandum as the other interested parties.

On June 13, 2018, after a preliminary review of Highlands’s information, Mr. Shara delivered to Messrs. Ackmann and Irwin an indication of interest which valued Highlands at $20 per share. Lakeland’s indication provided for Highlands to grant Lakeland exclusivity, as a condition for negotiations to continue. FIG informed Sandler O’Neill + Partners, L.P. (“Sandler O’Neill”), Lakeland’s financial advisor, that Highlands was not able to grant exclusivity at this time, since it was still evaluating and negotiating an indication from another interested party, Bidder A, that provided for better pricing for the Highlands shareholders.

In response, on June 25, 2018, Lakeland provided an updated pricing indication letter, valuing Highlands at $21 per share. FIG informed Lakeland that Highlands believed this to be a serious and very credible offer, but

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that Highlands could still not agree to exclusivity at this time, as it continued to assess the indication from Bidder A. However, Highlands agreed to allow Lakeland to enter the virtual data room to continue due diligence. Lakeland subsequently withdrew its indication of interest on July 2, 2018, declining a request from FIG to further raise its pricing indication letter beyond that which it previously had provided.

During June and early July, 2018, Bidder A conducted a diligence review on Highlands through the virtual data room and several management meetings.

On July 2, 2018, after Bidder A had completed its online diligence review, the senior management teams, counsel and financial advisors of Bidder A and Highlands met to review any remaining diligence questions. Following this meeting, Bidder A engaged a third party loan review firm to conduct an independent credit review of Highlands. At the completion of this process, on July 12, 2018, Bidder A provided an updated pricing indication valuing Highlands at $19.50 per share, and providing for a fixed exchange ratio of Bidder A’s shares for Highlands’s shares, set in the pricing indication letter.

On July 13, 2018, the Highlands board held a telephonic meeting to discuss the current status of the solicitation process. Representatives of FIG and Windels participated in the meeting. The representatives of FIG reviewed the updated indication from Bidder A, indicating a value of $19.50 per Highlands share. The representatives of FIG also reviewed the June 25, 2018 pricing indication from Lakeland, valuing Highlands at a price of $21 per share. The Highlands board discussed the fact that Lakeland would only be willing to move forward and conduct a detailed, onsite diligence review if Highlands were willing to agree to a 45 day exclusivity period. The Highlands board discussed the two indications and, after further consideration, authorized Messrs. Irwin and Ackmann, and FIG to contact Lakeland, express a willingness to move forward with Lakeland and attempt to negotiate as short an exclusivity period as possible.

Over the next several days, representatives of FIG and Windels negotiated with Lakeland, representatives of its counsel, Lowenstein Sandler LLP (“Lowenstein”), and representatives of Sandler O’Neill on the form of exclusivity agreement. Ultimately, Highlands provided a 30 day exclusivity period to Lakeland for Lakeland to undertake its final diligence review and for the parties to negotiate a definitive agreement.

Between July 16, 2018, when the exclusivity agreement was executed, and August 5, 2018, Lakeland conducted detailed diligence on Highlands. On July 25, 2018, Mr. Ackmann met with Mr. Shara to review the progress of diligence.

On August 1, 2018, Mr. Ackmann met with Mr. Shara again to discuss the status of Lakeland’s diligence. Mr. Shara stated that Lakeland’s diligence was substantially complete, and that Lakeland was prepared to offer $20 per share, with an exchange ratio to be determined near execution of a definitive agreement. Mr. Ackmann requested Mr. Shara to consider the matter further, asking whether Lakeland could increase its offer, which Lakeland declined to consider. Later on August 1, representatives of Sandler O’Neill contacted representatives of FIG to discuss the exchange ratio, and offered a fixed exchange ratio of one Lakeland share for each Highlands share. Representatives of Sandler O’Neill noted that Lakeland’s stock had fairly consistently traded above $20 per share until very recently. Mr. Shara called Mr. Ackmann to convey the same message.

On August 6, 2018, the board of Highlands held a telephonic meeting to review the current status of the discussions with Lakeland. Representatives of FIG and Windels participated in the conference call. Highlands’s management and the representatives of FIG updated the Highlands board on the current status of the negotiations with Lakeland, and the proposal for a one-to-one exchange ratio. The Highlands board discussed the ratio, noting that at Lakeland’s current market price, a one-to-one exchange ratio would value Highlands below $20 per share. After further discussion, the Highlands board authorized Messrs. Irwin and Ackman to move forward to negotiate a definitive agreement with Lakeland, with the understanding that the pricing would remain open, and that the Highlands board was seeking a price per share closer to $20 per share than the one-to-one exchange proposed by Lakeland would provide. After the meeting, Mr. Ackmann relayed Highlands’s position to Mr. Shara, and

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representatives of FIG relayed Highlands’s position to representatives of Sandler O’Neill. All parties determine that it was appropriate to move forward and attempt to negotiate a definitive agreement, and resolve the pricing issue at the end of the negotiations.

On August 8, 2018, representatives of Lowenstein provided a draft of the Merger Agreement to representatives of Windels. Between August 8 and August 22, representatives of Lowenstein and Windels continued to negotiate the terms of the definitive agreement and other ancillary documents. In addition, representatives of FIG and Sandler O’Neill continued to negotiate the pricing issues.

On August 16, 2018, Messrs. Irwin and Ackman met with Mr. Shara to discuss pricing, the fixed exchange ratio and the associated impact of market conditions. Ultimately, Lakeland agreed to increase the fixed exchange ratio to 1.015 Lakeland shares for each Highlands share.

On the afternoon of August 23, 2018, the Highlands board met with representatives of FIG and Windels to review the terms of the merger, the merger agreement and other transaction documents. Counsel reviewed with the Highlands board its fiduciary duty to its shareholders, and reviewed the terms of the proposed merger, the merger agreement and the other related documents. Representatives of FIG provided their financial analysis of the proposed transaction, orally rendered their opinion that the terms of the merger were fair to the shareholders of Highlands from a financial point of view, and provided their written opinion to the same effect. A copy of that fairness opinion is attached to this proxy statement and prospectus as Annex B. After discussion of the proposed transaction, the Highlands board unanimously approved the merger and the merger agreement.

Also on the afternoon of August 23, 2018, the Lakeland board met with representatives of Sandler O’Neill and representatives of Lowenstein to review the merger, the merger agreement and the other ancillary documents. The Lakeland board received reports from members of management regarding the due diligence performed by Lakeland’s management team, a report from Lowenstein regarding the material terms of the merger agreement and the ancillary documents and regarding the fiduciary duties of Lakeland board members, and Sandler O’Neill discussed the financial aspects of the proposed merger. The Lakeland board then discussed the proposed transaction and unanimously approved the merger and the merger agreement.

The merger agreement was signed by the parties after the close of business on August 23, 2018. At the same time, as required by Lakeland under the merger agreement, the members of the Highlands board and certain executive officers of Highlands, beneficially owning approximately 13.0% of the outstanding shares of Highlands common stock, executed voting agreements in which they agreed to vote in favor of the merger and against any competing proposal, subject to their fiduciary obligations as described in the merger agreement.

Lakeland and Highlands announced the proposed transaction on the evening of August 23, 2018, after the close of the trading markets, by a joint press release.

Highlands’s Reasons for the Merger

In the course of its deliberations on the proposed transaction with Lakeland, the Highlands board consulted with its legal counsel with respect to its legal duties and the terms of the merger agreement. The Highlands board consulted with its financial advisor with respect to the financial aspects of the transaction and the fairness of the consideration to be received by holders of Highlands common stock from a financial point of view, and with senior management regarding, among other things, operational matters.

The following discussion of the information and factors considered by the Highlands board is not intended to be exhaustive; it does, however, include all material factors considered by the board.

In reaching its decision to approve the merger agreement, the Highlands board considered the following:

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All business combinations, including the merger, also include certain risks and disadvantages. The material potential risks and disadvantages to Highlands’s shareholders identified by Highlands’s board and management include the following material matters, the order of which does not necessarily reflect their relative significance:

In reaching the determination to approve the merger agreement and the related transactions, the Highlands board of directors did not quantify or otherwise attempt to assign any relative weight to the various factors it considered, and individual directors may have viewed certain factors more positively or negatively than others. In addition, as in any business combination, there can be no assurances that the benefits of the merger perceived by the Highlands board of directors and described above will be realized or will outweigh the risks and uncertainties.

Recommendation of the Highlands Board of Directors

The Highlands board of directors has unanimously approved the merger and the merger agreement, and believes that the proposed merger is in the best interests of Highlands and its shareholders. Accordingly, the Highlands board of directors unanimously recommends that Highlands shareholders vote “FOR” approval of the merger agreement and the merger.

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Opinion of FIG Partners

FIG Partners, LLC was engaged by the Highlands board of directors by letter dated February 20, 2018 to act as financial advisor and to render a fairness opinion for the Highlands board of directors in connection with a potential business combination with Lakeland. FIG delivered to the Highlands board of directors its opinion dated August 23, 2018 that, based upon and subject to the various considerations set forth in its written opinion, the merger consideration to be paid to Highlands shareholders is fair to the Highlands shareholders from a financial point of view. In requesting FIG’s advice and opinion, no limitations were imposed by Highlands with respect to the investigations made or procedures followed by it in rendering this opinion. The full text of the opinion of FIG, which describes the procedures followed, assumptions made, matters considered and limitations on the review undertaken, is attached to this proxy statement and prospectus as Annex B. Highlands shareholders should read this opinion in its entirety. FIG’s opinion speaks only as of August 23, 2018, the date of the opinion.

FIG is a nationally recognized investment banking firm and, as part of its investment banking business, it values financial institutions in connection with mergers and acquisitions, private placements and for other purposes. As a specialist in securities of financial institutions, FIG has experience in, and knowledge of, banks, thrifts and bank and thrift holding companies. The Highlands board of directors selected FIG to act as its financial advisor in connection with the merger on the basis of the firm’s reputation and expertise in transactions such as the merger.

As part of its investment banking business, FIG is routinely engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive bidding, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes. As specialists in the securities of banking companies, FIG has experience and knowledge of, the valuation of banking institutions. FIG’s opinion has been reviewed by FIG’s compliance officer and fairness committee consistent with its internal policy.

The following is a summary of the analyses performed by FIG in connection with its fairness opinion. Certain analyses were confirmed in a presentation to the Highlands board of directors by FIG. The summary set forth below does not purport to be a complete description of either the analyses performed by FIG in rendering its opinion or the presentation delivered by FIG to the Highlands board of directors, but it does summarize all of the material analyses performed and presented by FIG.

The preparation of a fairness opinion involves various determinations as to the most appropriate and relevant methods of financial analyses and the application of those methods to the particular circumstances. In arriving at its opinion, FIG did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. FIG may have given various analyses more or less weight than other analyses. Accordingly, FIG believes that its analyses and the following summary must be considered as a whole and that selecting portions of its analyses, without considering all factors, could create an incomplete view of the process underlying the analyses set forth in its report to the Highlands board of directors and its fairness opinion.

In performing its analyses, FIG made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of Highlands or Lakeland. The analyses performed by FIG are not necessarily indicative of actual value or actual future results, which may be significantly more or less favorable than suggested by such analyses. Such analyses were prepared solely as part of FIG’s analysis of the fairness of the merger consideration, from a financial point of view, to Highlands shareholders. The analyses do not purport to be an appraisal or to reflect the prices at which a company might actually be sold or the prices at which any securities may trade at the present time or at any time in the future. FIG’s opinion does not address the relative merits of the merger as compared to any other business combination in which Highlands might engage. In addition, as described above, FIG’s opinion was one of many

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factors taken into consideration by the Highlands board of directors in making its determination to approve the merger agreement.

During the course of its engagement and as a basis for arriving at its opinion, FIG reviewed and analyzed material bearing upon financial and operating conditions of Highlands and Lakeland and material prepared in connection with the merger, including, among other things, the following:

FIG also took into account our assessment of general economic, market and financial conditions and our experience in other transactions as well as our knowledge of the banking industry and our general experience in securities valuation.

In performing its review, FIG has assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information and representations that was contained in the financials and other materials available from public sources, or that was provided to it by Highlands and Lakeland, or their respective representatives. FIG further relied on the assurances of the management of Highlands and Lakeland that they were not aware of any facts or circumstances that would make any of such information inaccurate or misleading.

FIG is not an expert in the evaluation of loan and lease portfolios for purposes of assessing the adequacy of the allowances for losses with respect thereto and has assumed that such allowances for Highlands and Lakeland are in the aggregate adequate to cover such losses. FIG was not retained to and did not conduct a physical inspection of any of the properties or facilities of Highlands and Lakeland. In addition, FIG has not reviewed individual credit files nor has FIG made an independent evaluation or appraisal of the assets and liabilities of Highlands and Lakeland or any of their respective subsidiaries and FIG was not furnished with any such evaluations or appraisals.

In preparing its analyses, FIG used earnings estimates for Highlands derived from historical performance-based assumptions and from discussions held with Highlands management. Additionally, FIG used publicly available consensus mean analyst earnings per share estimates for Lakeland for the years ending December 31, 2018 and December 31, 2019 as well as an estimated long-term earnings per share growth rate of approximately 7.75% per year for the years thereafter.

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FIG also received and relied upon in its pro forma analyses assumptions relating to transaction costs, purchase accounting, cost savings, core deposit intangible assets, among other assumptions, as provided by representatives of Lakeland. FIG expressed no opinion as to such information or the assumptions on which such information was based.

FIG assumed that there had been no material change in the respective assets, financial condition, results of operations, business or prospects of Highlands or Lakeland since the date of the most recent financial data made available to FIG. FIG also assumed in all respects material to its analysis that Highlands and Lakeland would remain as going concerns for all periods relevant to its analyses.

Summary of Proposed Merger Consideration and Implied Transaction Metrics. FIG reviewed the financial terms of the proposed transaction. Based upon Lakeland’s August 22, 2018 closing stock price of $19.50, and based upon Highland 2,778,565 shares of common stock outstanding, FIG calculated an aggregate implied transaction value of approximately $56.7 million, or a transaction price per share of $19.79. Based upon financial information for Highlands as or for the last twelve months (“LTM”) ended June 30, 2018, unless otherwise noted, FIG calculated the following implied transaction metrics:

Contribution Analysis. FIG prepared a contribution analysis demonstrating percentage contributions of: total assets; total loans; total deposits; and tangible common equity and compared such contribution results to the per share and total merger consideration to be received by Highland shareholders.

Stock Trading History. FIG reviewed the historical publicly reported trading prices of Lakeland common stock for the period ranging from November 1, 2016 to August 22, 2018. FIG then compared the relationship between the movements in the prices of Lakeland common stock to movements in the SNL U.S. Bank Index, and the NASDAQ U.S. Bank Index.

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Lakeland Stock Performance Since November 1, 2016

Net Present Value Analyses. FIG performed an analysis that estimated the net present value per share of Lakeland common stock. To approximate the terminal value of a share of Lakeland common stock at December 31, 2022, FIG applied price to 2022 estimated earnings multiples ranging from 20.0x to 24.0x and multiples of December 31, 2022 tangible book value ranging from 2.30x to 2.70x. The terminal values were then discounted to present values using different discount rates ranging from 10.0% to 12.0%, which were chosen to reflect different assumptions regarding required rates of return of holders or prospective buyers of Lakeland common stock As illustrated in the following tables, the analysis indicated an imputed range of values per share of Lakeland common stock of $23.61 to $30.29 when applying multiples of earnings and $21.76 to $27.31 when applying multiples of tangible book value.

Earnings Per Share Multiples

Tangible Book Value Multiples

In connection with its analyses, FIG considered and discussed with the Highlands board of directors how the present value analyses would be affected by changes in the underlying assumptions. FIG noted that the net present value analysis is a widely used valuation methodology, but the results of such methodology are highly dependent upon the numerous assumptions that must be made, and the results thereof are not necessarily indicative of actual values or future results.

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Comparable Company Analysis. FIG used publicly available information to perform a peer comparison analysis for Lakeland and a group of financial institutions. The Lakeland Peer Group consisted of holding companies that were defined in Lakeland’s most recent publicly available investor presentation. The Lakeland Peer Group consisted of the following companies:

The analysis compared financial information for Lakeland with the corresponding publicly available data for the Lakeland Peer Group as of or for the twelve months ended June 30, 2018 (unless otherwise noted) with pricing data as of August 22, 2018. The table below sets forth the data for Lakeland and the high, low, median and mean data for the Lakeland National Peer Group.

Lakeland Comparable Company Analysis

Note: Financial data for the institutions in the Lakeland National Peer Group is not pro forma for any publicly announced and pending transactions.

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Analysis of Selected Merger Transactions—National. FIG reviewed a group of selected merger and acquisition transactions or the National Transactions group. The National Transactions group consisted of nationwide holding company, bank and thrift transactions with disclosed deal value and target total assets between $250 million and $750 million, non-performing assets to assets less than 1.0% and last twelve months return on average assets between 0.25% and 1.00% announced between January 1, 2017 and August 22, 2018, excluding mergers of equals transactions and transactions where less than 100% of the stock was acquired. The National Transactions group was composed of the following transactions:

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Using the latest publicly available information prior to the announcement of the relevant transaction, FIG reviewed the following transaction metrics: transaction price to last-twelve-months earnings per share, transaction price to total assets, transaction price to tangible book value per share and tangible book premium to core deposits. FIG also reviewed the following target financials: total assets, non-performing assets to assets, tangible common equity to tangible assets and last-twelve-months return on average assets. FIG compared the indicated transaction multiples and target financials for the merger to the high, low, mean and median multiples of the National Transactions group.

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Analysis of Selected Merger Transactions—Regional. FIG reviewed a group of selected merger and acquisition transactions or the Regional Transactions group. The Regional Transactions group consisted of holding company, bank and thrift transactions with disclosed deal value in which the target company was headquartered in Delaware, Maryland, New Jersey, New York or Pennsylvania with total assets between $100 million and $2.0 billion, announced between January 1, 2017 and August 22, 2018, excluding mergers of equals transactions and transactions where less than 100% of the stock was acquired. The Regional Transactions group was composed of the following transactions:

Using the latest publicly available information prior to the announcement of the relevant transaction, FIG reviewed the following transaction metrics: transaction price to last-twelve-months earnings per share, transaction price to total assets, transaction price to tangible book value per share and tangible book premium to core deposits. FIG also reviewed the following target financials: total assets, non-performing assets to assets, tangible common equity to tangible assets and last-twelve-months return on average assets. FIG compared the indicated transaction multiples and target financials for the merger to the high, low, mean and median multiples of the Precedent Transactions group.

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Net Present Value Analyses. FIG performed an analysis that estimated the net present value per share of Highlands common stock. To approximate the terminal value of a share of Highlands common stock at December 31, 2022, FIG applied price to 2022 estimated earnings multiples ranging from 20.0x to 24.0x and multiples of December 31, 2022 tangible book value ranging from 1.80x to 2.20x. The terminal values were then discounted to present values using different discount rates ranging from 10.0% to 12.0%, which were chosen to reflect different assumptions regarding required rates of return of holders or prospective buyers of Highlands common stock. As illustrated in the following tables, the analysis indicated an imputed range of values per share of Highlands common stock of $16.37 to $21.23 when applying multiples of earnings and $17.32 to $22.89 when applying multiples of tangible book value.

Earnings Per Share Multiples

Tangible Book Value Multiples

In connection with its analyses, FIG considered and discussed with the Highlands board of directors how the present value analyses would be affected by changes in the underlying assumptions. FIG noted that the net present value analysis is a widely used valuation methodology, but the results of such methodology are highly dependent upon the numerous assumptions that must be made, and the results thereof are not necessarily indicative of actual values or future results.

Franchise Value Analysis. FIG used a franchise value analysis to estimate the value of Highlands’s common stock based on the composition of its balance sheet at June 30, 2018. The franchise value analysis involves calculating the net asset value of the company and adding a core deposit premium to the net asset value to determine the overall value of the company. FIG made certain adjustments to tangible common equity to calculate Highlands’s net asset value. FIG identified $2.665 million of net potential fair-market value adjustments (net of 21% taxes). FIG also assessed an additional mark to bring the Tier 1 common regulatory ratio to 6.5%, representing the extra capital commitment a buyer would make to bring the capital level to 6.5%. The deposit premium was calculated by assigning a premium to each deposit account type based on the perceived value of each type of deposit to a potential acquirer.

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FIG selected premiums of 2% for certificates of deposit, 6% for savings and money market accounts, 10% for NOW accounts, and 12% for noninterest-bearing deposits. The overall deposit premium for Highland was 6.58%, or $26.616 million. FIG noted that deposit premiums paid in bank merger transactions vary, therefore FIG selected a range of deposit premiums from 6% to 10%. The franchise value analysis suggested an overall range of value of $17.32 to $23.13 per share for Highlands common stock. The value suggested by a 6.58% deposit premium was $18.16 per share.

Pro Forma Merger Analysis. FIG analyzed certain potential pro forma effects of the merger, assuming the merger closes at the end of 2018, and all outstanding shares of Highlands common are converted into Lakeland common stock at the exchange ratio. In performing this analysis, FIG utilized the following information: (i) earnings estimates and guidance provided by representatives and management of Highlands as well as historical performance-based assumptions for Highlands’s earnings estimates in the years 2019 – 2021.; (ii) earnings estimates for Lakeland derived from publicly available consensus mean analyst earnings per share estimates for Lakeland for the years ending December 31, 2018 and December 31, 2019 as well as an estimated long-term earnings per share growth rate of approximately 7.75% per year for the years thereafter; and (iii) certain assumptions relating to transaction costs, purchase accounting adjustments, expected cost savings, as provided by representatives of the senior management of Lakeland. The analysis indicated that the merger could be immediately accretive to Lakeland’s earnings per share in 2019 and dilutive to Lakeland’s estimated tangible book value per share at close, with approximately two-year tangible book value payback period based upon the crossover method of payback period calculation. From a Highlands shareholder perspective, the merger will be immediately accretive to Highlands’s earnings per share.

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

FIG’s Relationship. FIG has acted as financial advisor to Highland in connection with the merger and received a $50,000 fee upon rendering its fairness opinion to the Highland Board of Directors. In addition to the fairness fee, upon the successful completion of the merger FIG will be paid a success fee equal to 1.0% of the merger consideration. Highland has also agreed to indemnify FIG Partners and its affiliates and their respective partners, directors, officers, employees and agents against certain expenses and liabilities, including liabilities under applicable federal or state law.

FIG has had a material relationship with and received investment banking compensation from Highlands during the prior two years. FIG has not had a material relationship with or received investment banking compensation from Lakeland during the prior two years.

Lakeland’s Reasons for the Merger

Lakeland’s board of directors and management believe that both Highlands and Lakeland share a focus on community banking. In addition, the acquisition will enable Lakeland to expand its presence in Sussex, Passaic and Morris counties in New Jersey. Lakeland believes the demographics of these counties, in terms of per capita income and population, are favorable. In evaluating acquisition opportunities, Lakeland generally considers potential revenue enhancements and operating efficiencies, asset quality and interest rate risk.

Approval by the Lakeland Board of Directors

The Lakeland board of directors unanimously has approved the merger and the merger agreement, and believes that the proposed merger is in the best interests of Lakeland and its shareholders. Approval by the shareholders of Lakeland is not required by applicable law or by Lakeland’s certificate of incorporation, and is not being sought, in connection with the merger.

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Terms of the Merger

Effect of the Merger

Upon completion of the merger, the separate legal existence of Highlands will cease. All property, rights, powers, duties, obligations, debts and liabilities of Highlands will automatically be deemed transferred to Lakeland, as the surviving corporation in the merger. Immediately following the merger of the holding companies, Highlands State Bank will merge with and into Lakeland Bank, the separate legal existence of Highlands State Bank will cease, and all property, rights, powers, duties, obligations, debts and liabilities of Highlands State Bank will be transferred to Lakeland Bank, as the surviving bank in the bank merger.

What Highlands Shareholders Will Receive in the Merger

Highlands shareholders will receive 1.015 shares of Lakeland common stock for each share of Highlands common stock. In this document, we refer to the ratio of 1.015 shares of Lakeland common stock to one share of Highlands common stock as the “exchange ratio.”

The closing price of Lakeland common stock on November 1, 2018, the last practicable date before this proxy statement and prospectus was mailed to you, was $16.50.

If there is a stock split, stock dividend or similar transaction affecting Lakeland common stock prior to the closing, appropriate changes will be made to the exchange ratio. Certain shares of Highlands common stock held by Highlands or by Lakeland or its subsidiaries will be canceled in the merger and will not be converted into Lakeland common stock.

You will not receive any fractional shares of Lakeland common stock in the merger. Instead, you will receive, without interest, cash equal to the fractional share interest you otherwise would have received, multiplied by the average (rounded to four decimal places) of the daily closing sales prices of Lakeland common stock as reported on the NASDAQ Global Select Market for the 20 consecutive trading days ending on the date that all regulatory approvals are received. All shares of Highlands common stock held by a Highlands shareholder immediately prior to the effective time will be aggregated before determining the need to pay cash in lieu of fractional shares to such holder.

The price of Lakeland common stock at the time the merger takes effect may be higher or lower than the price: (1) when the merger agreement was signed; (2) when this proxy statement and prospectus was mailed; (3) when the Highlands shareholders meet to vote on the merger; or (4) when Highlands shareholders receive Lakeland stock certificates from the Exchange Agent following the merger. We urge you to obtain current market quotations for the Lakeland common stock and the Highlands common stock.

Exchange of Shares

Highlands shareholders should not send their stock certificates with their proxy card.

After the time the merger takes effect, former Highlands shareholders will receive a certificate representing their shares of Lakeland Bancorp common stock. At the time any new stock certificate is issued, former Highlands shareholders will also receive a check for any fractional shares. All shares of Highlands common stock held by a shareholder immediately prior to the effective time of the merger will be aggregated before determining the need to pay cash in lieu of fractional shares to such former shareholder. No interest will be paid with respect to cash paid in lieu of fractional shares.

Stock Options

As of the record date for the Highlands special meeting, various directors, officers and employees of Highlands held options (referred to herein as “old stock options”) to purchase a total of 125,586 shares of

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Highlands common stock, all granted under Highlands’s equity compensation plans. All such options that are not exercised prior to the effective time will be forfeited or, if the holders execute and deliver prior to the effective time an option cancellation agreement, in form and substance reasonably satisfactory to Lakeland, cancelled in exchange for a payment to be made by Lakeland to any such holder promptly after the later of the effective time and Lakeland’s receipt of the holder’s option cancellation agreement and cancelled old stock option. The payment, referred to as the option cancellation amount, for each old stock option outstanding immediately prior to the effective time will equal the number of shares of Highlands common stock covered by the old stock option multiplied by the amount, if any, by which the average (rounded to four decimals) of the daily closing sales prices of Lakeland common stock as reported on the NASDAQ Global Select Market for the 20 consecutive full trading days ending at the close of trading on the date immediately preceding the effective time, exceeds the exercise price of such old stock option.

Each outstanding grant agreement pertaining to the grant by Highlands of stock options provides that the vesting of each such award will be accelerated upon the occurrence of a change in control. The merger will constitute a change in control with respect to those awards.

Lakeland Common Stock

Each share of Lakeland common stock outstanding immediately prior to completion of the merger will remain outstanding and unchanged by the merger.

Effective Date

The merger will take effect when all conditions to the merger, including obtaining shareholder and regulatory approval, have been fulfilled or waived or as soon as practicable thereafter as Lakeland and Highlands mutually select, provided that the merger will not occur prior to the first business day in 2019. Neither regulatory approval nor the required approval of Highlands’s shareholders can be waived. Lakeland and Highlands presently expect to close the merger in early 2019. See “THE MERGER—Conditions to the Merger” at page 51 and “THE MERGER—Regulatory Approvals” at page 56.

Representations and Warranties

The merger agreement contains customary representations and warranties relating to, among other things:

Highlands

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Lakeland

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Conduct of Business Pending the Merger

In the merger agreement, we each agreed to use commercially reasonable efforts to maintain and preserve intact our respective business organizations, properties, leases, employees and advantageous business relationships.

In addition, Highlands agreed to conduct its business and to engage in transactions only in the ordinary and usual course consistent with past practices and prudent banking practice, except as otherwise required by the merger agreement or consented to by Lakeland. Subject to certain exceptions referred to in the merger agreement, Highlands also agreed in the merger agreement that Highlands will not, without the written consent of Lakeland (which consent will not be unreasonably withheld), except as otherwise specifically provided in the merger agreement:

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Highlands also agreed in the merger agreement, among other things:

Highlands has also agreed not to solicit any proposal from a third party with respect to a merger, consolidation or similar transaction involving, or any purchase of, all or more than 25% of the assets or voting power of Highlands or any of its subsidiaries. We refer to any such proposal as an “acquisition proposal.”

Similarly, Highlands has agreed not to participate in any negotiations concerning, or provide any confidential information with respect to, an acquisition proposal. These obligations are subject to certain exceptions in the merger agreement designed to assure that Highlands’s board of directors may exercise its fiduciary responsibilities in the event that a third party, acting on an unsolicited basis, makes an acquisition proposal prior to the consummation of the merger. In the event that Highlands receives any such proposal, Highlands is required to promptly (and in any event within 48 hours of receipt) disclose to Lakeland the identity of the person making the proposal and the substance of such proposal.

We jointly agreed, among other things:

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Lakeland has agreed:

Conditions to the Merger

Our obligations to effect the merger are subject to various conditions, including the following:

Conditions Applicable to Highlands and Lakeland

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Additional Conditions Applicable to Lakeland

In addition to the foregoing, Lakeland’s obligations to close the merger are also conditioned, among other things, on the following:

Additional Conditions Applicable to Highlands

In addition to the foregoing, Highlands’s obligations to close the merger are also conditioned, among other things, on the following:

Except for the requirement of Highlands shareholder approval, regulatory approvals and the absence of any order, decree, or injunction preventing the transactions contemplated by the merger agreement, we each may waive each of the conditions described above in the manner and to the extent described in “THE MERGER—Amendment; Waiver” below. However, neither of us anticipates waiving the condition that a tax opinion be delivered by Lakeland’s counsel.

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Amendment; Waiver

Subject to applicable law, at any time prior to completion of the merger, we may:

Termination

Subject to certain qualifications described in the merger agreement, the merger agreement may be terminated under the following circumstances:

We refer to this termination right as Highlands’s “fiduciary out.”

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In addition, Highlands will have the right (which we refer to as the “pricing out”) to terminate the merger agreement in the event that both of the following events occur:

The effect of this provision is to enable Highlands to terminate the merger agreement if the market price of Lakeland common stock falls substantially, both in absolute terms (that is, below $15.60) and by comparison to the list of banking institutions that comprise the NASDAQ Bank Index. However, if Highlands seeks to exercise its pricing out, Lakeland will have the right to negate such termination by increasing the exchange ratio from 1.015 to a formula amount determined in accordance with Section 8.1(k) of the merger agreement. Lakeland will not be required to take such action. If Lakeland does take such action, each share of Highlands common stock converted into Lakeland common stock in the merger will be converted into a number of shares of Lakeland common stock equal to the lesser of:

In addition, Lakeland will have the right to terminate the merger agreement under circumstances where, prior to Highlands shareholder approval, Highlands refuses to recommend that its shareholders approve the merger or adopts an alternative acquisition proposal, breaches its non-solicitation obligations with respect to alternative acquisition proposals in any material respect adverse to Lakeland or recommends that Highlands shareholders tender their shares (or fail to reject) a tender offer or exchange offer for 10% or more of the Highlands common stock.

Termination Fees

Highlands has agreed to pay a fee of $2,250,000 (which we refer to as the “Termination Fee”) to Lakeland and has agreed to reimburse Lakeland for up to $325,000 in out-of-pocket expenses (which we refer to as the “Termination Expenses”) in the circumstances described below. The merger agreement provides that the sum of the Termination Fee and the Termination Expenses shall not exceed $2,575,000, which we refer to as the “Maximum Amount.”

(i) If Highlands exercises its fiduciary out, it shall pay Lakeland the Termination Fee plus the Termination Expenses.

(ii) If )(A) a tender or exchange offer to acquire 50% or more of the voting power in Highlands or any of its subsidiaries, a proposal for a merger, consolidation or other business combination involving Highlands or any of its subsidiaries or any other proposal or offer to acquire in any manner 50% or more of the voting power in, or 50% or more of the business, assets or deposits of, Highlands or any of its subsidiaries (an “Acquisition Proposal”) shall have been made directly to Highlands shareholders or otherwise publicly disclosed or communicated or made known to any member of Highlands’s senior management or board of directors and (B) the merger agreement is thereafter terminated (x) by Lakeland or Highlands if the merger has not been consummated by August 23, 2019 or if approval of Highlands shareholders has not been obtained by reason of the failure to obtain the required vote at a duly held meeting or any adjournment or postponement thereof

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following the effectiveness of the registration statement of which this proxy statement and prospectus is a part, (y) by Lakeland as a result of its termination right in connection with a breach of any of the representations or warranties on the part of Highlands which breach, if curable prior to the one year anniversary of the merger agreement, is not cured within 30 days following written notice, or (z) by Lakeland as a result of its termination right in connection with a material breach of any of the covenants or agreements on the part of Highlands, which breach, if curable prior to the one year anniversary of the merger agreement, is not cured within 30 days following written notice, then Highlands shall pay to Lakeland the Termination Expenses.

(iii) If (A) an Acquisition Proposal shall have been made directly to Highlands shareholders or otherwise publicly disclosed or communicated or made known to any member of Highlands’s senior management or board of directors and (B) the merger agreement is thereafter terminated (x) by Lakeland or Highlands if the approval of Highlands shareholders has not been obtained by reason of the failure to obtain the required vote at a duly held meeting or any adjournment or postponement thereof following the effectiveness of the registration statement of which this proxy statement and prospectus is a part, (y) by Lakeland as a result of its termination right in connection with a breach of any of the representations or warranties on the part of Highlands which breach, if curable prior to the one year anniversary of the merger agreement, is not cured within 30 days following written notice, or (z) by Lakeland as a result of its termination right in connection with a material breach of any of the covenants or agreements on the part of Highlands, which breach, if curable prior to the one year anniversary of the merger agreement, is not cured within 30 days following written notice, and within 12 months after the termination referred to in clause (x), (y) or (z), Highlands or any of its subsidiaries enters into a definitive agreement with respect to, or consummates a transaction contemplated by any Acquisition Proposal (which, in each case, need not be the same Acquisition Proposal that was made, publicly disclosed or communicated prior to termination of the merger agreement), then Highlands shall pay to Lakeland a fee equal to the Maximum Amount less any Termination Expenses paid to Lakeland pursuant to clause (ii) set forth above.

NASDAQ Listing

Highlands’s obligation to complete the merger is subject to the condition that the Lakeland common stock issuable in the merger be authorized for listing on the NASDAQ Global Select Market.

Expenses

Subject to expense reimbursement in connection with certain types of termination discussed above, we will each pay all costs and expenses that we incur in connection with the transactions contemplated by the merger agreement, including fees and expenses of financial consultants, accountants and legal counsel.

Exchange of Highlands Stock Certificates and Payment of Consideration

The conversion of Highlands stock into the right to receive Lakeland common stock will occur automatically on the merger’s effective date. As soon as possible after the effective date of the merger, the Exchange Agent designated by Lakeland will send to Highlands shareholders a transmittal form, along with instructions, to use in exchanging Highlands stock certificates for Lakeland stock certificates, as well as for cash in lieu of fractional shares. The Exchange Agent will mail certificates representing shares of Lakeland common stock and checks for cash in lieu of fractional share interests to former shareholders of Highlands as soon as reasonably possible following the closing and its receipt of certificates representing former shares of Highlands common stock and other related documentation required by the Exchange Agent.

Highlands shareholders should not return their Highlands stock certificates with the enclosed proxy card.

Until the merger has been consummated and the certificates representing shares of Highlands common stock are surrendered for exchange, holders of such certificates will not receive the merger consideration or dividends or distributions on the Lakeland common stock into which such shares have been converted. When such

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certificates are surrendered, any unpaid dividends or other distributions will be paid without interest. For all other purposes, however, each certificate representing shares of Highlands stock outstanding at the merger’s effective date will be deemed to evidence ownership of and the right to receive the shares of Lakeland common stock (and cash in lieu of fractional shares).

None of the parties will be liable to any Highlands shareholder for any amount paid in good faith to a public official pursuant to any applicable abandoned property, escheat or similar law.

No fractional shares of Lakeland common stock will be issued to any shareholder of Highlands upon completion of the merger. For each fractional share that would otherwise be issued, Lakeland will pay by check an amount equal to the fractional share interest to which such holder would otherwise be entitled multiplied by the Lakeland Average Closing Price. All shares of Highlands common stock held by a former Highlands shareholder immediately prior to the merger will be aggregated before determining the need to pay cash in lieu of fractional shares to such former shareholder.

Regulatory Approvals

Completion of the merger and the bank merger requires approval (or the issuance of a waiver) by the Federal Reserve Board, the FDIC and the New Jersey Department of Banking and Insurance. Approval by any of these bank regulators does not constitute an endorsement of the merger or a determination that the terms of the merger are fair to Highlands’s shareholders. Applications were filed with the FDIC and the New Jersey Department of Banking and Insurance on September 28, 2018. Approval of the New Jersey Department of Banking and Insurance was granted on October 25, 2018, and FDIC approval is pending. A waiver request was submitted to the Board of Governors of the Federal Reserve System and is pending. We cannot assure you that the necessary regulatory approvals and waivers will be granted, or that they will be granted on a timely basis without conditions unacceptable to Lakeland.

Interests of Management and Others in the Merger

In considering the recommendation of the Highlands board regarding the merger, Highlands shareholders should know that certain directors and officers of Highlands have interests in the merger in addition to their interests as shareholders of Highlands. All those additional interests are described below, to the extent they are material and are known to Highlands. The Highlands board and the Lakeland board were aware of these interests and considered them, among other matters, in approving the merger agreement:

Change-in-Control Agreements and Severance Arrangements. Each of the following officers of Highlands has an agreement with Highlands, pursuant to which she or he will receive a lump-sum payment, in the amount set forth below, upon the consummation of the merger, as the merger will constitute a change of control under each such agreement. The amounts below assume that the merger will be consummated on January 4, 2019.

In addition, certain Highlands employees who are not subject to the agreements discussed above and whose employment is terminated or substantially adversely modified (other than for cause) within one year of the merger will be entitled to severance equal to two weeks of his or her then current base salary plus two additional weeks of salary for each year of service with Highlands or Highlands State Bank.

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Certain employees of Highlands and Highlands State Bank will be entitled to a retention bonus if they maintain their employment with Highlands until that person’s job function has been converted or transitioned and that person does not receive an offer for continued employment with Lakeland Bank.

Stock Options. All stock options to purchase Highlands common stock outstanding at the effective time of the merger will be forfeited or, if the holders execute and deliver prior to the effective time an option cancellation agreement, in form and substance reasonably satisfactory to Lakeland, cancelled in exchange for a payment to be made by Lakeland to any such holder promptly after the later of the effective time and Lakeland’s receipt of the holder’s option cancellation agreement and cancelled old stock option. The payment, referred to as the option cancellation amount, for each old stock option outstanding immediately prior to the effective time will equal the number of shares of Highlands common stock covered by the old stock option multiplied by the amount, if any, by which the average (rounded to four decimals) of the daily closing sales prices of Lakeland common stock as reported on the NASDAQ Global Select Market for the 20 consecutive full trading days ending at the close of trading on the date immediately preceding the effective time, exceeds the exercise price of such old stock option. Each outstanding grant agreement pertaining to the grant by Highlands of stock options provides that the vesting of each such award will be accelerated upon the occurrence of a change in control. The merger will constitute a change in control with respect to those awards. See “—Terms of the Merger—Stock Options.”

Indemnification; Directors and Officers. The merger agreement requires Lakeland to indemnify each director and senior officer of Highlands and Highlands State Bank to the fullest extent permitted under applicable law and Highlands’s certificate of incorporation and by-laws, for a period of six years after the merger is completed. The merger agreement also requires Lakeland to provide Highlands’s officers and directors with directors’ and officers’ liability insurance for at least six years after the merger takes effect upon terms and conditions not materially less advantageous than Highlands’s existing directors’ and officers’ insurance policy, subject to restrictions as to the price of such policy.

Share Ownership. As of November 1, 2018, the record date for the meeting, the directors and executive officers of Highlands beneficially owned in the aggregate approximately 366,633 shares, or 13.0%, of Highlands’s outstanding shares of common stock (excluding shares issuable upon the exercise of options). Such persons have executed voting agreements, in which they committed to vote in favor of the merger agreement.

Accounting Treatment

Lakeland will account for the merger under the purchase method of accounting. Lakeland will record, at fair value, the acquired assets and assumed liabilities of Highlands. To the extent that the total purchase price exceeds the fair value of the assets acquired and liabilities assumed, Lakeland may record intangible assets, which include goodwill and core deposit intangibles. Lakeland will include in its results of operations the results of Highlands’s operations after completion of the merger.

Material United States Federal Income Tax Consequences

This section describes the anticipated material United States federal income tax consequences of the merger to U.S. holders of Highlands common stock who exchange such shares of Highlands common stock for shares of Lakeland common stock pursuant to the merger.

For purposes of this discussion, a U.S. holder is a beneficial owner of Highlands common stock who for United States federal income tax purposes is:

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If a partnership (including for this purpose any entity treated as a partnership for United States federal income tax purposes) holds Highlands common stock, the tax treatment of a partner generally will depend on the status of the partner and the activities of the partner and the partnership. If you are a partner of a partnership holding Highlands common stock, you should consult your tax advisor.

This discussion addresses only those Highlands shareholders that hold their Highlands common stock as a capital asset within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the “Code”), and does not address all the United States federal income tax consequences that may be relevant to particular Highlands shareholders in light of their individual circumstances or to Highlands shareholders that are subject to special rules, such as:

In addition, this discussion does not address any alternative minimum tax or any state, local or foreign tax consequences of the merger.

The following discussion is based on the Code, its legislative history, existing and proposed regulations thereunder and published rulings and decisions, all as currently in effect as of the date hereof, and all of which are subject to change, possibly with retroactive effect. Any such change could affect the continuing validity of this discussion.

Lakeland and Highlands have structured the merger to qualify as a reorganization within the meaning of Section 368(a) of the Code. Assuming that the merger is completed according to the terms of the merger agreement and based upon facts, factual representations and assumptions contained in representation letters to be provided by Lakeland and Highlands, all of which must continue to be true and accurate in all material respects through the effective time of the merger, and subject to the assumptions and qualifications to be contained in the opinion of Lowenstein Sandler LLP to be delivered at closing and the assumptions and qualifications contained in this “Material United States Federal Income Tax Consequences” section of this proxy statement and prospectus, it is the opinion of Lowenstein Sandler LLP, counsel to Lakeland, that the merger will qualify as a reorganization within the meaning of Section 368(a) of the Code.

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The obligation of Lakeland and Highlands to complete the merger is conditioned upon the receipt at closing of an opinion from Lowenstein Sandler LLP, counsel to Lakeland, to the effect that the merger will for federal income tax purposes qualify as a reorganization based upon customary representations made by Lakeland and Highlands. This opinion will not be binding on the Internal Revenue Service or the courts. Lakeland and Highlands have not requested and do not intend to request any ruling from the Internal Revenue Service as to the United States federal income tax consequences of the merger. Accordingly, each Highlands shareholder should consult its tax advisor with respect to the particular tax consequences of the merger to such holder.

Tax Consequences of the Merger Generally to Holders of Highlands Common Stock Under Section 368(a) of the Code. As a reorganization within the meaning of Section 368(a) of the Code, no gain or loss will be recognized by those holders receiving shares of Lakeland common stock in exchange for shares of Highlands common stock pursuant to the merger (except with respect to any cash received instead of fractional share interests in Lakeland common stock, as discussed in the section entitled “Cash Received Instead of a Fractional Share of Lakeland Common Stock” below).

In addition:

If holders of Highlands common stock acquired different blocks of Highlands common stock at different times or at different prices, any gain or loss will be determined separately with respect to each block of Highlands common stock and such holders’ basis and holding period in their shares of Lakeland common stock may be determined with reference to each block of Highlands common stock. Any such holders should consult their tax advisors regarding the manner in which Lakeland common stock received in the exchange should be allocated among different blocks of Highlands common stock and with respect to identifying the bases or holding periods of the particular shares of Lakeland common stock received in the merger.

Cash Received Instead of a Fractional Share of Lakeland Common Stock. A holder of Highlands common stock who receives cash instead of a fractional share of Lakeland common stock will generally be treated as having received the fractional share pursuant to the merger and then as having sold that fractional share of Lakeland common stock for cash. As a result, a holder of Highlands common stock will generally recognize gain or loss equal to the difference between the amount of cash received and the basis in his or her fractional share interest as set forth above. As described below, this gain or loss will generally be capital gain or loss, and will be long-term capital gain or loss if, as of the effective date of the merger, the holding period for such shares is greater than one year. The deductibility of capital losses is subject to limitations.

Gain that holders of Highlands common stock recognize in connection with the merger generally will constitute capital gain and will constitute long-term capital gain if such holders have held (or are treated as having held) their Highlands common stock for more than one year as of the date of the merger. Long-term capital gain of non-corporate holders of Highlands common stock is generally taxed at preferential rates. In some cases, if a holder actually or constructively owns Lakeland stock other than Lakeland stock received pursuant to the merger, the recognized gain could be treated as having the effect of a distribution of a dividend under the tests set forth in Section 302, in which case such gain would be treated as dividend income. Because the possibility of dividend treatment depends primarily upon each holder’s particular circumstances, including the

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application of the constructive ownership rules, holders of Highlands stock should consult their tax advisors regarding the application of the foregoing rules to their particular circumstances.

Holders that are individuals, trusts (unless otherwise exempt) or estates are currently subject to a 3.8% tax on their “net investment income” (or “undistributed net investment income” in the case of an estate or trust) for the relevant taxable year, with such tax applying to the lesser of such income or the excess of the holder’s modified adjusted gross income for the taxable year over certain thresholds. For this purpose, net investment income generally includes dividend income and net gain recognized with respect to a disposition of shares of Highlands common stock pursuant to the merger, unless such dividend income or net gain is derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading activities). If you are a holder that is an individual, estate or trust, please consult your tax advisors regarding the applicability of this tax with respect to your disposition of shares of Highlands common stock pursuant to the merger.

Backup Withholding and Information Reporting. Payments of cash to a holder of Highlands common stock may, under certain circumstances, be subject to information reporting and backup withholding, unless the holder provides proof of an applicable exemption satisfactory to Lakeland and the exchange agent or furnishes its taxpayer identification number, and otherwise complies with all applicable requirements of the backup withholding rules. Any amounts withheld from payments to a holder under the backup withholding rules are not additional tax and will be allowed as a refund or credit against the holder’s United States federal income tax liability, provided the required information is furnished to the Internal Revenue Service.

Tax Consequences if the Merger Fails to Qualify as a Reorganization. If the merger does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, then each U.S. holder of Highlands common stock will recognize capital gain or loss equal to the difference between (a) the sum of the fair market value of the shares of Lakeland common stock, as of the effective date of the merger, received by such U.S. holder pursuant to the merger and (b) its adjusted tax basis in the shares of Highlands common stock surrendered in exchange therefor. Gain or loss will be computed separately with respect to each identified block of Highlands common stock exchanged in the merger.

Further, if the merger is not treated as a “reorganization” within the meaning of Section 368(a) of the Code, Highlands will be subject to tax on the deemed sale of its assets to Lakeland, with gain or loss for this purpose measured by the difference between Highlands’s tax basis in its assets and the fair market value of the consideration deemed to be received therefor or, in other words, the cash and shares of Lakeland common stock plus liabilities assumed in the merger, and Lakeland will become liable for any tax liability of Highlands resulting from the merger.

The preceding discussion is intended only as a summary of material United States federal income tax consequences of the merger. It is not a complete analysis or discussion of all potential tax effects that may be important to you. Thus, you are urged to consult your tax advisor as to the specific tax consequences resulting from the merger, including tax return reporting requirements, the applicability and effect of federal, state, local, and other tax laws and the effect of any proposed changes in the tax laws.

Resale of Lakeland Common Stock

The Lakeland common stock issued in the merger will be freely transferable under the Securities Act.

No Appraisal Rights

Highlands shareholders will not have any rights to dissent, otherwise known as appraisal rights, with respect to the merger.

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Voting Agreements

As a condition to Lakeland’s execution of the merger agreement, members of Highlands’s board of directors and certain executive officers of Highlands have entered into a voting agreement with Lakeland. A copy of the form of voting agreement is attached to this proxy statement and prospectus as Exhibit B to Annex A. Under the voting agreement, the directors and certain executive officers of Highlands who are parties to such agreement have agreed to vote in favor of the merger and against any competing proposal. This commitment, however, is subject to the “fiduciary out” provision of the merger agreement described above. Such persons have also agreed in such voting agreements not to commence, join as a plaintiff, participate as a member of any purported or actual class, or otherwise assist, facilitate or encourage any legal proceeding which seeks to prohibit or restrain, or which, if successful, would have the effect of preventing or restraining, or otherwise having an impact on the consideration to be received with respect to the mergers. As of the record date for the Highlands special meeting, the directors and certain executive officers of Highlands, all of whom have executed voting agreements, beneficially owned in the aggregate approximately 13.0% of Highlands’s outstanding common stock.

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BUSINESS OF LAKELAND

Financial and other information relating to Lakeland is set forth in Lakeland’s 2017 Annual Report on Form 10-K, which is incorporated by reference in this proxy statement and prospectus. Lakeland will furnish you with copies of the documents incorporated by reference in this proxy statement and prospectus upon request. See “WHERE YOU CAN FIND MORE INFORMATION” at page 67.

BUSINESS OF HIGHLANDS

Highlands Bancorp, Inc., which is sometimes referred to in this proxy statement and prospectus as Highlands Bancorp or Highlands, is a one-bank holding company incorporated under the laws of New Jersey in 2010 to serve as the holding company for Highlands State Bank. Highlands State Bank, a state-chartered commercial bank which commenced business in 2005, is a full service community bank headquartered and maintaining its main office in Vernon, New Jersey with additional branch offices in Sparta, Totowa and Denville, New Jersey. Highlands State Bank provides deposit and loan banking services to consumers and businesses in northern New Jersey. As of September 30, 2018, Highlands Bancorp had consolidated total assets, total loans, total deposits and total stockholders’ equity of $487.9 million, $430.1 million, $405.3 million and $31.3 million, respectively. See “SUMMARY—The Companies” at page 4.

DESCRIPTION OF LAKELAND CAPITAL STOCK

The authorized capital stock of Lakeland consists of 100,000,000 shares of common stock, no par value, and 1,000,000 shares of preferred stock, no par value. As of September 30, 2018, there were 47,485,283 shares of Lakeland common stock issued and outstanding. As of the same date, there were no shares of preferred stock issued or outstanding. All outstanding shares of Lakeland common stock are fully paid and non-assessable. The Lakeland common stock is listed on the NASDAQ Global Select Market under the symbol “LBAI.”

Lakeland has no options, warrants or other rights authorized, issued or outstanding other than options, restricted stock and restricted stock units granted under Lakeland’s equity compensation plans.

Common Stock

Dividends

The holders of Lakeland common stock share ratably in dividends when and if declared by Lakeland’s board of directors from legally available funds. Declaration and payment of cash dividends by Lakeland depends upon cash dividend payments to it by Lakeland’s subsidiaries, which are Lakeland’s primary source of revenue and cash flow. Lakeland is a legal entity separate and distinct from its subsidiaries. Accordingly, the right of Lakeland, and consequently the right of creditors and shareholders of Lakeland, to participate in any distribution of the assets or earnings of any subsidiary is necessarily subject to the prior claims of creditors of the subsidiary, except to the extent that claims of Lakeland in its capacity as a creditor may be recognized.

Dividends by Lakeland and its subsidiaries are subject to various limitations imposed by federal and state laws and by regulations and policies adopted by federal and state regulatory agencies. Under New Jersey law, a bank may not pay dividends unless, following the dividend payment, the capital stock of the bank would be unimpaired and either the bank will have a surplus of not less than 50% of its capital stock, or, if not, the payment of the dividend will not reduce the surplus of the bank.

If, in the opinion of the FDIC, a bank under its jurisdiction is engaged in or is about to engage in an unsafe or unsound practice—which could include the payment of dividends—the FDIC may require, after notice and

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hearing, that such bank cease and desist from such practice or, as a result of an unrelated practice, require the bank to limit dividends in the future. The Federal Reserve Board has similar authority with respect to bank holding companies. In addition, the Federal Reserve Board and the FDIC have issued policy statements which provide that insured banks and bank holding companies should generally only pay dividends out of current operating earnings. Regulatory pressures to reclassify and charge off loans and to establish additional loan loss reserves can have the effect of reducing current operating earnings and thus impacting an institution’s ability to pay dividends. Further, bank regulatory authorities have established guidelines with respect to the maintenance of appropriate levels of capital by a bank or bank holding company under their jurisdiction. Compliance with the standards set forth in these policy statements and guidelines could limit the amount of dividends which Lakeland and Lakeland Bank may pay.

Voting Rights

At meetings of shareholders, holders of Lakeland common stock are entitled to one vote per share. The quorum for shareholders’ meetings is a majority of the outstanding shares entitled to vote represented in person or by proxy. Except as indicated below, all actions and authorizations to be taken or given by shareholders require the approval of a majority of the votes cast by holders of Lakeland common stock at a meeting at which a quorum is present.

The Lakeland board of directors is divided into three classes, each class being as nearly equal in number of directors as possible. Approximately one-third of the entire Lakeland board of directors is elected each year and the directors serve for terms of up to three years.

The exact number of directors and the number constituting each class is fixed from time to time by resolution adopted by a majority of the entire board of directors. The affirmative vote of at least eighty percent of the outstanding voting stock of Lakeland is required to amend or repeal the provisions of the Lakeland certificate of incorporation relating to the classification of the board of directors. In addition, shareholders may remove any director from office only for cause, as defined in the Lakeland certificate of incorporation.

Lakeland common stock currently trades on the NASDAQ Global Select Market. Under NASDAQ’s applicable rules, approval of Lakeland’s shareholders is required for the issuance of shares of Lakeland common stock or securities convertible into or exercisable for Lakeland common stock if the issuance of such securities:

Pre-Emptive Rights; Redemption

Holders of Lakeland common stock do not have pre-emptive rights to acquire any additional shares of Lakeland common stock. Lakeland common stock is not subject to redemption.

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Liquidation Rights