Filed pursuant to Rule 424(b)(3)

Registration Statement No. 333-234274

Proxy Statement of Gold Coast Bancorp, Inc.	Prospectus of Investors Bancorp, Inc.

MERGER PROPOSED – YOUR VOTE IS VERY IMPORTANT

To the Shareholders of Gold Coast Bancorp, Inc.:

The boards of directors of Investors Bancorp, Inc., Investors Bank, Gold Coast Bancorp, Inc. and Gold Coast Bank approved an Agreement and Plan of Merger dated as of July 24, 2019 (which we refer to as the “merger agreement”) between Investors Bancorp, Inc. (“Investors Bancorp”) and Gold Coast Bancorp, Inc. (“Gold Coast Bancorp” or the “Company”), pursuant to which the Company will be merged with and into Investors Bancorp (which we refer to as the “holding company merger”) and, immediately thereafter, Gold Coast Bank, the Company’s subsidiary, will be merged with and into Investors Bank, a subsidiary of Investors Bancorp (which we refer to as the “bank merger” and, together with the holding company merger, the “mergers”).

At the effective time of the holding company merger (which we refer to as the “effective time”), each of the Company’s shareholders will be entitled to elect to receive for each outstanding share of common stock, $0.01 par value per share, of Gold Coast Bancorp (which we refer to as “Gold Coast Bancorp common stock”), except for (i) any shares of Gold Coast Bancorp common stock held by Gold Coast Bancorp as treasury shares or by Investors Bancorp, any subsidiary of Investors Bancorp, Gold Coast Bancorp or any subsidiary of Gold Coast Bancorp (other than any such shares held in trust accounts, managed accounts and the like or otherwise held in any fiduciary capacity for the benefit of third parties or held by Investors Bancorp or Gold Coast Bancorp or any of their respective subsidiaries in respect of debts previously contracted) and (ii) any shares of Gold Coast Bancorp common stock owned by Gold Coast Bancorp shareholders who have properly exercised dissenters’ rights, subject to the election and adjustment procedures described in this proxy statement/prospectus, either (i) 1.422 shares of common stock, $0.01 par value per share, of Investors Bancorp (which we refer to as “Investors Bancorp common stock”), (ii) a cash payment of $15.75 or (iii) a combination of Investors Bancorp common stock and cash. However, because 50% of the total number of shares of Gold Coast Bancorp common stock outstanding at the closing of the holding company merger will be converted into Investors Bancorp common stock and the remainder will be converted into cash, regardless of your election, you may receive a combination of cash and shares of Investors Bancorp common stock for your shares that is different than what you elected, depending on the elections made by our other shareholders. Based on Investors Bancorp’s common stock price per share of $11.43 on July 24, 2019, which is the last trading day before public announcement of the execution of the merger agreement, each share of Gold Coast Bancorp common stock exchanged for 1.422 shares of Investors Bancorp common stock, would have a value of $16.25. Based on Investors Bancorp’s common stock closing price of $12.27 on November 5, 2019, the last practicable trading day before the date of the accompanying proxy statement/prospectus, each share of Gold Coast Bancorp common stock exchanged for 1.422 shares of Investors Bancorp common stock would have a value of $17.45. Investors Bancorp common stock is listed on the NASDAQ Global Select Market under the symbol “ISBC.” Gold Coast Bancorp common stock is quoted on the OTC Pink marketplace operated by OTC Markets Group Inc. under the symbol “GLDT.” You should obtain current market quotations for both Investors Bancorp common stock and Gold Coast Bancorp common stock.

Although the aggregate number of shares of Investors Bancorp common stock that the shareholders of Gold Coast Bancorp will be entitled to receive is fixed, the market value of the stock consideration will fluctuate with the market price of Investors Bancorp common stock and will not be known at the time the Gold Coast Bancorp shareholders vote on the holding company merger. However, as described in more detail elsewhere in this proxy statement/prospectus, under the terms of the merger agreement, if the average price of Investors Bancorp common stock over a specified period of time decreases below certain specified thresholds, the Company would have a right to terminate the merger agreement, unless Investors Bancorp elects to increase the exchange ratio, which would result in additional shares of Investors Bancorp common stock being issued to the Company’s shareholders.

Under New York Business Corporation Law (which we refer to as the “New York Law”) and Gold Coast Bancorp’s organizational documents, adoption of the merger agreement requires the affirmative vote of the holders of at least a majority of the votes of the shares of Gold Coast Bancorp common stock entitled to vote at the special meeting.

Gold Coast Bancorp shareholders are entitled to exercise dissenters’ rights with respect to the holding company merger under Section 910 of the New York Law. Any Gold Coast Bancorp shareholder who wishes to exercise dissenters’ rights must strictly comply with the procedures set forth in Sections 623 and 910 of the New York Law, a copy of which is included as Annex C to the accompanying proxy statement/prospectus. A description of these procedures is included in the section of the accompanying proxy statement/prospectus entitled “Rights of Dissenting Shareholders.”

The Company’s board of directors has unanimously determined that the mergers are advisable and in the best interests of the Company and the Company’s shareholders. The Company’s board of directors unanimously recommends that the Company’s shareholders vote “FOR” the adoption of the merger agreement and the holding company merger and “FOR” the approval of the other proposal described in the accompanying proxy statement/prospectus.

The proxy statement/prospectus serves two purposes. It is the proxy statement being used by the Company’s Board of Directors to solicit proxies for use at the special meeting of the Company’s shareholders. It is also the prospectus of Investors Bancorp regarding the Investors Bancorp common stock to be issued if the holding company merger is completed. The proxy statement/prospectus describes the mergers in detail and includes a copy of the merger agreement as Annex A.

The Company’s shareholders will vote to approve the merger agreement and to vote on the other matters described in the proxy statement/prospectus at a special meeting of shareholders to be held at 3 p.m., local time, on December 12, 2019 at the Company’s corporate offices located at 2929 Expressway Drive North, Islandia, New York 11749.

Only shareholders of record as of November 4, 2019 are entitled to attend and vote at the special meeting of the Company’s shareholders. The proxy statement/prospectus describes the special meeting, the mergers, the documents related to the mergers, and other related matters of the Company and Investors Bancorp. Please read the entire proxy statement/prospectus carefully, including the section discussing risks related to the mergers beginning on page 20. You can obtain information about Investors Bancorp from documents that have been filed with the United States Securities and Exchange Commission.

Your vote is very important. Whether or not you plan to attend the special meeting, please take the time to vote by completing and mailing the enclosed proxy card to us or submit your proxy by telephone or Internet prior to the special meeting to ensure that your shares of the Company’s common stock will be represented at the special meeting. If you do not return the proxy card, it will have the same effect as a vote “AGAINST” the merger proposal.

	John C. Tsunis
	Chairman and Chief Executive Officer
	Gold Coast 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 THE PROXY STATEMENT/PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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

The proxy statement/prospectus is dated November 6, 2019 and is first being mailed to shareholders of Gold Coast Bancorp. Inc. on or about November 12, 2019.

Gold Coast Bancorp, Inc.

2929 Expressway Drive North

Islandia, New York 11749

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To Be Held on December 12, 2019

NOTICE IS HEREBY GIVEN that the special meeting of shareholders of Gold Coast Bancorp, Inc. will be held at our corporate offices located at 2929 Expressway Drive North, Islandia, New York 11749, on December 12, 2019 at 3 p.m., local time, for the following purposes:

The merger of Gold Coast Bancorp, Inc. with and into Investors Bancorp, Inc. is more fully described in the accompanying proxy statement/prospectus, which you should read carefully and in its entirety before voting. A copy of the merger agreement is included as Annex A to the accompanying proxy statement/prospectus.

The board of directors of Gold Coast Bancorp, Inc. has established November 4, 2019 as the record date for determining the shareholders entitled to notice of and to vote at the special meeting. Only record holders of Gold Coast Bancorp, Inc. common stock as of the close of business on that date will be entitled to vote at the special meeting or any adjournment or postponement of the meeting. If there are not sufficient votes for a quorum or to approve the merger agreement at the time of the special meeting, the special meeting may be adjourned in order to permit further solicitation of proxies by Gold Coast Bancorp, Inc. Under the New York Business Corporation Law, adoption of the merger proposal requires the affirmative vote of the holders of at least a majority of the votes of the shares of Gold Coast Bancorp, Inc. common stock entitled to vote at the special meeting. The adjournment proposal will be approved if a majority of the votes cast at the special meeting by the holders of shares of Gold Coast Bancorp, Inc. common stock entitled to vote at the special meeting vote in favor of such proposal.

Gold Coast Bancorp, Inc. shareholders are entitled to exercise dissenters’ rights with respect to the merger between Gold Coast Bancorp, Inc. and Investors Bancorp, Inc. under Section 910 of the New York Business Corporation Law. Any shareholder who wishes to exercise dissenters’ rights must strictly comply with the procedures set forth in Sections 623 and 910 of the New York Business Corporation Law, a copy of which is included as Annex C to the accompanying proxy statement/prospectus. A description of these procedures is included in the section of the accompanying proxy statement/prospectus entitled “Rights of Dissenting Shareholders.”

The board of directors of Gold Coast Bancorp, Inc. unanimously recommends that you vote “FOR” approval of the merger agreement and the holding company merger and other transactions contemplated by the merger agreement. Your board of directors also unanimously recommends that you vote “FOR” the adjournment proposal.

Please complete, sign and return the enclosed proxy card promptly in the enclosed postage-paid envelope. Alternatively, you may vote telephonically or by the internet by following the instructions described in the attached proxy statement/prospectus. Your vote is important, regardless of the number of shares you own. Voting by proxy will not prevent you from voting in person at the special meeting, but will assure that your vote is counted if you are unable to attend.

	By Order of the Board of Directors,
	Catherine Califano, Corporate Secretary

Islandia, New York
November 6, 2019

AVAILABLE INFORMATION

This document references or incorporates important business and financial information about Investors Bancorp, Inc. from other documents that Investors Bancorp, Inc. has filed with the U.S. Securities and Exchange Commission (the “SEC”) that are not included in or delivered with this document.

For a listing of documents incorporated by reference into this proxy statement/prospectus, please see the section entitled “Where You Can Find More Information” beginning on page 95 of this proxy statement/prospectus. This information is available for you to review through the SEC’s website at www.sec.gov. You will also be able to obtain these documents, free of charge, from Investors Bancorp, Inc. at www.myinvestorsbank.com under the “Investors Relations” tab and under the subheading “SEC Filings.”

You may request copies of this proxy statement/prospectus and any of the documents incorporated by reference into this proxy statement/prospectus or other information concerning Investors Bancorp, Inc., without charge, by telephone or written request directed to:

Investors Bancorp, Inc.

101 John F. Kennedy Parkway

Short Hills, New Jersey 07078

Attention: Investor Relations

(973) 924-5100

You may request copies of this proxy statement/prospectus, without charge, by telephone or written request directed to:

Gold Coast Bancorp, Inc.

2929 Expressway Drive North

Islandia, New York 11749

Attention: Corporate Secretary

(631) 233-8600

To obtain timely delivery of these documents, you must request them no later than five business days before the date of the special meeting. This means that Gold Coast Bancorp, Inc.’s shareholders requesting documents must do so by December 5, 2019, in order to receive them before the special meeting. Also see “Where You Can Find More Information” on page 95 of this proxy statement/prospectus for more details.

The information contained in this document with respect to Investors Bancorp, Inc. was provided solely by Investors Bancorp, Inc. and the information contained in this document with respect to Gold Coast Bancorp, Inc. was provided solely by Gold Coast Bancorp, Inc.

Please do not send your stock certificates at this time. You will be sent separate instructions regarding the surrender of your stock certificates.

You should rely only on the information contained in, or incorporated by reference into, the proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, the proxy statement/prospectus. The proxy statement/prospectus is dated November 6, 2019, and you should assume that the information in the proxy statement/prospectus is accurate only as of such date unless the information specifically indicates that another date applies.

The proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

TABLE OF CONTENTS

Questions and Answers about the Mergers and Special Meeting

In order to complete the holding company merger, the shareholders of Gold Coast Bancorp must vote to approve the merger agreement. Gold Coast Bancorp will hold a special meeting of its shareholders to solicit this approval, as well as solicit approvals on other merger related matters.

This document serves as both a proxy statement of Gold Coast Bancorp and a prospectus of Investors Bancorp. As a proxy statement, it is being provided to Gold Coast Bancorp’s shareholders by Gold Coast Bancorp’s Board of Directors in connection with that Board’s solicitation of proxies for the Gold Coast Bancorp special meeting of shareholders at which the Gold Coast Bancorp shareholders will be asked to approve the merger agreement. As a prospectus, this document is being provided to Gold Coast Bancorp’s shareholders because Investors Bancorp is offering to exchange shares of its common stock, par value $0.01 per share (“Investors Bancorp common stock”), for shares of Gold Coast Bancorp common stock as consideration in the holding company merger.

This proxy statement/prospectus contains important information about the mergers, the merger agreement, a copy of which is attached as Annex A to this proxy statement/prospectus, the special meeting of Gold Coast Bancorp shareholders, Investors Bancorp and other related matters, and we encourage you to read it carefully.

SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF
INVESTORS BANCORP, INC.

The following tables present selected consolidated financial data for Investors Bancorp as of and for each of the fiscal years ended December 31, 2018, 2017, 2016, 2015 and 2014. This information has been derived, in part, from and should be read in conjunction with the audited consolidated financial statements of Investors Bancorp. The following tables also present selected historical consolidated financial data for Investors Bancorp as of and for each of the six-month periods ended June 30, 2019 and 2018. This information has been derived, in part, from and should be read in conjunction with the unaudited consolidated financial statements of Investors Bancorp. You should read this information in conjunction with Investors Bancorp’s historical financial statements and the related notes, including those contained in Investors Bancorp’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and in Investors Bancorp’s Quarterly Reports on Form 10-Q for the three- and-six-month periods ended June 30, 2019, each of which is incorporated by reference in this proxy statement/prospectus. See “Where You Can Find More Information” on page 95.

¹ Non-interest income for the year ended December 31, 2018 includes a loss of $32.8 million related to the sale of debt securities available-for-sale in December 2018.

² Income tax expense for the year ended December 31, 2017 includes $49.2 million related to the enactment of the Tax Cuts and Jobs Act in December 2017.

SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF
GOLD COAST BANCORP, INC.

The following tables present selected consolidated financial data for Gold Coast Bancorp as of and for each of the fiscal years ended December 31, 2018, 2017, 2016, 2015 and 2014. This information has been derived, in part, from the audited consolidated financial statements of Gold Coast Bancorp. The following tables also present selected historical consolidated financial data for Gold Coast Bancorp as of and for each of the six-month periods ended June 30, 2019 and 2018. This information has been derived, in part, from the unaudited consolidated financial statements of Gold Coast Bancorp.

(1) Bank only prior to September 1, 2017, when Gold Coast Bancorp, Inc. became the parent of Gold Coast Bank

(2) Regulatory ratios presented on a bank only basis.

MARKET PRICE, STOCK TRADING AND DIVIDEND INFORMATION

Investors Bancorp common stock is listed on the NASDAQ Global Select Market under the symbol “ISBC.” Gold Coast Bancorp common stock is quoted on the OTC Pink marketplace operated by OTC Markets Group Inc. under the symbol “GLDT.”

As of November 4, 2019, there were 274,753,702 shares of Investors Bancorp common stock issued and outstanding and approximately 8,100 registered stockholders of Investors Bancorp common stock, and 3,934,387 shares of Gold Coast Bancorp common stock issued and outstanding and approximately 134 registered shareholders of Gold Coast Bancorp common stock.

On July 24, 2019, 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 prices of Investors Bancorp common stock on the NASDAQ Global Select Market and Gold Coast Bancorp common stock on the OTC Pink marketplace were as follows:

On November 5, 2019, the last practicable full trading day prior to the date of this proxy statement/prospectus, the reported high and low sales prices and the closing sale prices of Investors Bancorp common stock on the NASDAQ Global Select Market and Gold Coast Bancorp common stock on the OTC Pink marketplace were as follows:

Shareholders of Gold Coast Bancorp are urged to obtain market quotations for shares of Investors Bancorp common stock and Gold Coast Bancorp common stock.

Equivalent Value Per Share. The following table shows the closing sale price of Investors Bancorp common stock on July 24, 2019, the last full trading day prior to the announcement of the execution of the merger agreement, and on November 5, 2019, the last full trading day prior to the date of this proxy statement/prospectus, the closing sale price of Gold Coast Bancorp common stock on the OTC Pink marketplace operated by OTC Markets Group Inc. on the same two days, and the equivalent value per share of Gold Coast Bancorp common stock on the same two dates. The equivalent value per share is calculated by multiplying the per share price of Investors Bancorp common stock by the exchange ratio of 1.422.

Dividends. Since September 2012 and to the present, Investors Bancorp has paid a quarterly cash dividend. Investors Bancorp declared quarterly cash dividends of $0.11 per share on October 25, 2018, January 30, 2019, April 24, 2019 and July 24, 2019 that were paid on November 23, 2018, February 25, 2019, May 10, 2019 and August 23, 2019, respectively. Investors Bancorp’s quarterly cash dividend policy is expected to continue, although the Board of Investors Bancorp may change this dividend policy at any time.

Investors Bancorp stockholders will be entitled to receive dividends when and if declared by the Investors Bancorp Board of Directors out of funds legally available for dividends. The Investors Bancorp Board of Directors will periodically consider the payment of dividends, taking into account Investors Bancorp’s financial condition and level of net income, Investors Bancorp’s future prospects, economic conditions, industry practices and other factors, including applicable banking laws and regulations. Payment of dividends by Investors Bancorp on its common stock is subject to various regulatory restrictions and guidelines. Because substantially all of the funds available for the payment of dividends are derived from Investors Bank, future dividends will depend on the earnings of Investors Bank, its financial condition, its need for funds, applicable governmental policies and regulations, and other such matters as the board of directors deems appropriate.

Gold Coast Bancorp does not currently pay a cash dividend.

RISK FACTORS

In addition to the other information contained in or incorporated by reference into this proxy statement/prospectus, including the matters addressed under the caption “Cautionary Statement Regarding Forward-Looking Statements,” you should carefully consider the following risk factors in deciding whether to vote for approval of the merger agreement and whether to make a cash or stock election. Please also refer to the additional risk factors identified in the periodic reports and other documents of Investors Bancorp incorporated by reference into this document and listed in “Where You Can Find More Information” on page 95.

You May Not Receive the Form of Merger Consideration that You Elect.

The merger agreement contains provisions that are designed to ensure that the form of merger consideration that each Gold Coast Bancorp shareholder will receive will be subject to proration so that 50% of the outstanding shares of common stock of Gold Coast Bancorp will be exchanged for shares of Investors Bancorp common stock and the remaining outstanding shares of common stock of Gold Coast Bancorp will be exchanged for cash. Therefore, if the holders of more than 50% of the outstanding Gold Coast Bancorp common stock elect to receive Investors Bancorp common stock, the amount of Investors Bancorp common stock that each such shareholder would receive from Investors Bancorp will be reduced on a pro rata basis. As a result, these Gold Coast Bancorp shareholders will receive cash consideration for any Gold Coast Bancorp shares for which they do not receive Investors Bancorp common stock. Similarly, if the holders of more than 50% of the outstanding Gold Coast Bancorp common stock elect to receive cash (including for this purpose shares held by dissenting shareholders), the amount of cash that each such shareholder would receive from Investors Bancorp will be reduced on a pro rata basis. As a result, such shareholders will receive Investors Bancorp common stock for any Gold Coast Bancorp shares for which they do not receive cash. Accordingly, there is a risk that you will receive a portion of the merger consideration in a form that you did not elect, which could result in, among other things, tax consequences that differ from those that would have resulted had you received the form of consideration you elected (including the recognition of taxable gain to the extent cash is received).

Investors Bancorp May Fail to Realize the Anticipated Benefits of the Mergers or Any Other Banks That Investors Bancorp or Investors Bank May Acquire in the Future.

Pursuant to the merger agreement, Gold Coast Bancorp will merge with and into Investors Bancorp and Gold Coast Bank will merge with and into Investors Bank. If the mergers are completed, Investors Bancorp and Investors Bank will need to integrate the business of Gold Coast Bank into their existing business and systems. Any additional businesses acquired by Investors Bancorp or Investors Bank in the future will also need to be integrated into their existing business and systems. Investors Bancorp and Investors Bank may experience difficulties in accomplishing this integration or in effectively managing the combined bank after the mergers, and after any future acquisition. The success of the mergers will depend on, among other things, Investors Bancorp’s ability to realize anticipated cost savings and to combine the businesses of Investors Bank and Gold Coast Bank in a manner that does not materially disrupt the existing customer relationships of Gold Coast Bank or Investors Bank, or result in decreased revenues from any loss of customers. If Investors Bancorp is not able to successfully achieve these objectives, the anticipated benefits of the mergers may not be realized fully or at all or may take longer to realize than expected.

Investors Bancorp and Gold Coast Bancorp have operated and, until the completion of the mergers, will continue to operate independently. It is possible that the integration process could result in the loss of key employees, the disruption of Investors Bancorp’s or Gold Coast Bancorp’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the ability of Investors Bancorp to maintain relationships with customers and employees or to achieve the anticipated benefits of the merger.

Because the Market Price of Investors Bancorp Common Stock May Fluctuate, You Cannot Be Sure of the Value of the Merger Consideration That You Will Receive.

Upon completion of the holding company merger, each share of Gold Coast Bancorp common stock will be converted into merger consideration consisting of shares of Investors Bancorp common stock and/or cash pursuant to the terms of the merger agreement. The value of the Investors Bancorp common stock portion of the merger consideration to be received by Gold Coast Bancorp shareholders will be based on the price of Investors Bancorp common stock immediately prior to the completion of the holding company merger. Accordingly, at the time of the Gold Coast Bancorp special meeting of shareholders, Gold Coast Bancorp shareholders will not necessarily know or be able to calculate the value of the Investors Bancorp common stock they would receive upon completion of the holding company merger.

The mergers are not expected to close until the first quarter of 2020. In addition, Gold Coast Bancorp shareholders can expect that there will be some delay after the holding company merger is completed before they will receive their Investors Bancorp stock certificates or, at Investors Bancorp’s option, evidence of the issuance of their Investors Bancorp shares in book entry form. Gold Coast Bancorp shareholders receiving Investors Bancorp common stock in the holding company merger will be subject to the risk of market declines in the value of Investors Bancorp common stock for a substantial period of time. Any change in the price of Investors Bancorp common stock prior to completion of the holding company merger will affect the value of the Investors Bancorp common stock that a Gold Coast Bancorp shareholder will receive upon completion of the holding company merger. Stock price changes may result from a variety of factors, including general market and economic conditions, changes in our respective businesses, operations and prospects, and regulatory considerations. Many of these factors are beyond our control.

Gold Coast Bancorp may terminate the merger agreement in the event that the average closing sales price of Investors Bancorp common stock drops as set forth in Section 8.01(k) of the merger agreement and described under “Proposal 1 – The Proposed Mergers – Termination; Termination Fee” beginning on page 69.

Since the Cash Amount Per Share is Fixed, Gold Coast Bancorp Shareholders Are at Risk in the Event That the Market Price of Investors Bancorp Common Stock Increases Prior to the Consummation of the Holding Company Merger.

Those shareholders who receive cash in exchange for their shares of Gold Coast Bancorp common stock will receive $15.75 in cash for each such share, subject to adjustment as set forth in the merger agreement. If the market price of Investors Bancorp common stock increases, those Gold Coast Bancorp shareholders who receive cash will receive less than the value of the Investors Bancorp common stock that they would have received if they had elected to receive Investors Bancorp common stock and had, in fact, received Investors Bancorp common stock in the holding company merger. We urge Gold Coast Bancorp shareholders to obtain current market quotations for Investors Bancorp common stock.

Gold Coast Bancorp’s Shareholders Will Be Unable to Sell Their Shares After Making Their Election.

Gold Coast Bancorp’s shareholders may elect to receive the merger consideration in the form of cash or stock. Shareholders making an election must send in their Gold Coast Bancorp stock certificates with their election form. During the time between when the election is made and the holding company merger is completed, Gold Coast Bancorp shareholders will be unable to sell their Gold Coast Bancorp common stock. If the holding company merger is unexpectedly delayed, this period could extend for a significant period of time. Gold Coast Bancorp shareholders can shorten the period during which they cannot sell their shares by delivering their election form shortly before the close of the election period. However, elections received after the close of the election period will not be accepted or honored.

Gold Coast Bancorp’s Directors and Executive Officers Have Interests in the Holding Company Merger That are Different Than Those of a Shareholder.

Gold Coast Bancorp’s executive officers helped negotiate the merger agreement with Investors Bancorp, and Gold Coast Bancorp’s Board of Directors approved the merger agreement and is recommending that the Gold Coast Bancorp shareholders vote to approve the merger agreement. In considering these facts and the other information contained in this proxy statement/prospectus, you should be aware that Gold Coast Bancorp’s executive officers and directors have various interests in the holding company merger beyond those of Gold Coast Bancorp shareholders. See “Interests of Gold Coast Bancorp’s Directors and Executive Officers in the Holding Company Merger.” These interests include:

Required Regulatory Approvals May Not Be Received, May Take Longer to Receive Than Expected or May Be Subject to Adverse Regulatory Conditions.

Before the mergers may be completed, Investors Bancorp and Investors Bank must obtain approvals or waivers from the FDIC, the NJDOBI, the NYDFS and the FRB. Approvals, waivers or consents from other regulators may also be required. In determining whether to grant these approvals, waivers and consents, the regulators consider a variety of factors, including the regulatory standing of each party and the factors described under the section of this proxy statement/prospectus entitled “The Proposed Mergers—Regulatory Approvals Required for the Mergers” beginning on page 66. An adverse development in either party’s regulatory standing or other factors could result in an inability to obtain one or more of the required regulatory approvals or delay their receipt. Neither Gold Coast Bancorp nor Investors Bancorp can guarantee that it will receive all required regulatory approvals in order to complete the mergers. In addition, some of the governmental authorities from whom those approvals must be obtained may impose conditions, terms, obligations or restrictions on the completion of the mergers or require changes in the terms of the mergers and such conditions, terms, obligations or restrictions may have the effect of delaying the completion of the mergers, imposing additional material costs on or materially limiting the revenues of the combined company following the mergers or otherwise reduce the anticipated benefits of the mergers if the mergers were consummated successfully within the expected timeframe. In addition, neither Investors Bancorp nor Gold Coast Bancorp can provide assurance that any such conditions, terms, obligations or restrictions will not result in the delay or abandonment of the mergers. Additionally, the completion of the mergers is conditioned on the absence of any orders, decrees or injunction by any court or agency of competent jurisdiction that would enjoin or prohibit the completion of the mergers.

The Fairness Opinion Obtained by Gold Coast Bancorp From Boenning & Scattergood, Inc. Will Not Reflect Changes in Circumstances Subsequent to the Date of the Merger Agreement.

Gold Coast Bancorp has obtained a fairness opinion dated as of July 24, 2019 from Boenning & Scattergood, Inc. Gold Coast Bancorp has not obtained, and will not obtain, an updated opinion as of the date of this proxy statement/prospectus from Boenning & Scattergood, Inc. Changes in the operations and prospects of Investors Bancorp or Gold Coast Bancorp, general market and economic conditions and other factors that may be beyond the control of Investors Bancorp and Gold Coast Bancorp, and on which the fairness opinion was based, may alter the value of Gold Coast Bancorp or the price of shares of Investors Bancorp common stock or Gold Coast Bancorp common stock by the time the merger between Investors Bancorp and Gold Coast Bancorp is completed. The opinion does not speak to the time the merger will be completed or to any other date other than the date of such opinion. As a result, the opinion will not address the fairness of the merger consideration, from a financial point of view, at the time the merger is completed. For a description of the opinion that Gold Coast Bancorp received from Boenning, please see “The Proposed Mergers—Opinion of Boenning & Scattergood, Inc.” beginning on page 41 of this proxy statement/prospectus.

The Merger Agreement Limits Gold Coast Bancorp’s Ability To Pursue Alternatives To The Mergers and Requires Gold Coast Bancorp to Pay Investors Bancorp a Termination Fee Under Certain Circumstances, Including Circumstances Relating to Competing Acquisition Proposals for Gold Coast Bancorp.

The merger agreement contains terms and conditions that make it more difficult for Gold Coast Bancorp to sell its business to a party other than Investors Bancorp. Gold Coast Bancorp has agreed to take action necessary to convene and hold a meeting of shareholders of Gold Coast Bancorp to consider and vote upon the approval of the merger agreement and the holding company merger as promptly as practicable following the execution of the merger agreement. Subject to certain limited exceptions, Gold Coast Bancorp’s board of directors is required to recommend such approval. The Gold Coast Bancorp Board of Directors may, however, pursue certain bona fide written acquisition proposals, if and only to the extent that (i) the Board determines in good faith that such acquisition proposal, if accepted, is reasonably likely to be consummated and would result in a transaction more favorable to Gold Coast Bancorp’s shareholders from a financial point of view than the merger with Investors Bancorp, (ii) Gold Coast Bancorp promptly notifies Investors Bancorp of such proposals and the material terms of the proposals and (iii) the special meeting of shareholders of Gold Coast Bancorp has not yet occurred. If the Gold Coast Bancorp Board of Directors determines that it desires to accept an acquisition proposal, determines in good faith that such action would be required in order for its directors to comply with their respective fiduciary duties under applicable law, and determines that the proposal satisfies the criteria described above, Gold Coast Bancorp may terminate the merger agreement, subject to the obligation to pay a $1,890,000 termination fee to Investors Bancorp.

Investors Bancorp required Gold Coast Bancorp to agree to these provisions as a condition to Investors Bancorp’s willingness to enter into the merger agreement. However, these provisions could discourage a third party that might have an interest in acquiring all or a significant part of Gold Coast Bancorp from considering or proposing that acquisition, even if it were prepared to pay consideration with a higher per share price than the current proposed merger consideration, and the termination fee might result in a potential competing acquirer proposing to pay a lower per share price to acquire Gold Coast Bancorp than it might otherwise have proposed to pay.

Gold Coast Bancorp Shareholders Will Have a Reduced Ownership Percentage and Voting Interest After the Holding Company Merger and Will Exercise Less Influence Over Management.

Gold Coast Bancorp’s shareholders currently have the right to vote in the election of the Board of Directors of Gold Coast Bancorp and on certain other matters affecting Gold Coast Bancorp. When the holding company merger occurs, each shareholder of Gold Coast Bancorp that receives shares of Investors Bancorp common stock will become a stockholder of Investors Bancorp with a percentage ownership of the combined organization that is much smaller than the shareholder’s current percentage ownership of Gold Coast Bancorp. Upon completion of the holding company merger, the former Gold Coast Bancorp shareholders will own approximately 1.0% of the outstanding shares of Investors Bancorp common stock.

Because of this, Gold Coast Bancorp’s shareholders will have less influence on the management and policies of Investors Bancorp than they now have on the management and policies of Gold Coast Bancorp.

The Shares of Investors Bancorp Common Stock to be Received by Gold Coast Bancorp Shareholders as a Result of the Holding Company Merger Will Have Different Rights From the Shares of Gold Coast Bancorp Common Stock.

Upon completion of the holding company merger, Gold Coast Bancorp shareholders who receive the stock consideration will become Investors Bancorp stockholders. Their rights as stockholders of Investors Bancorp will be governed by the Delaware General Corporation Law and the certificate of incorporation and bylaws of Investors Bancorp. The rights associated with Gold Coast Bancorp common stock are governed by the New York Law and the certificate of incorporation and bylaws of Gold Coast Bancorp and are different from the rights associated with Investors Bancorp common stock. See the section of this proxy statement/prospectus entitled “Comparison of Stockholders’ Rights” beginning on page 80 for a discussion of the different rights associated with Investors Bancorp common stock.

Gold Coast Bancorp Will be Subject to Business Uncertainties and Contractual Restrictions While the Holding Company Merger is Pending.

Uncertainty about the effect of the mergers on employees and customers may have an adverse effect on Gold Coast Bancorp and consequently on Investors Bancorp. These uncertainties may impair Gold Coast Bancorp’s ability to attract, retain and motivate key personnel until the mergers are consummated, and could cause customers and others that deal with Gold Coast Bancorp to seek to change existing business relationships with Gold Coast Bancorp. Retention of certain employees may be challenging while the mergers are pending, as certain employees may experience uncertainty about their future roles with Investors Bancorp. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with Investors Bancorp, Investors Bancorp’s business following the holding company merger could be harmed. In addition, the merger agreement restricts Gold Coast Bancorp from taking certain actions until the effective time of the holding company merger without the consent of Investors Bancorp. These restrictions may prevent Gold Coast Bancorp from pursuing attractive business opportunities that may arise prior to the completion of the holding company merger. Please see the section entitled “Proposal 1 - The Proposed Mergers—Conduct of Business Pending the Holding Company Merger” beginning on page 62 of this proxy statement/prospectus for a description of the restrictive covenants to which Gold Coast Bancorp is subject under the merger agreement.

Termination of the Merger Agreement, or Failure to Complete the Holding Company Merger, Could Negatively Impact Gold Coast Bancorp or Investors Bancorp.

Each of Investors Bancorp and Gold Coast Bancorp has incurred substantial expenses in connection with the completion of the mergers, as well as costs and expenses of filing, printing and mailing this proxy statement/prospectus and all filing and other fees paid to the Securities and Exchange Commission (the “SEC”) in connection with the registration statement of which this proxy statement/prospectus is a part, and banking regulators in connection with applications for regulatory approval of the mergers. The completion of the holding company merger depends on the satisfaction of specified conditions and the receipt of regulatory approvals and the approval of Gold Coast Bancorp’s shareholders. Gold Coast Bancorp cannot guarantee that these conditions will be met. If the holding company merger is not completed, these expenses would have been incurred without the realization of the expected benefits of the mergers.

Moreover, in order to complete the mergers, Gold Coast Bancorp and Investors Bancorp must focus on meeting all merger conditions, which could reduce management’s focus on growing its business. If the merger agreement is terminated for any reason, the business of Gold Coast Bancorp or Investors Bancorp may be impacted adversely by the failure to pursue other opportunities due to management’s focus on completing the mergers.

In addition, if the mergers are not completed, Gold Coast Bancorp and Gold Coast Bank may experience negative reactions from the financial markets and from shareholders, customers and employees. Gold Coast Bancorp may not be successful in reaching an agreement with another party with respect to a business combination transaction involving the sale of Gold Coast Bancorp and if it is able to enter into another acquisition agreement involving a sale of Gold Coast Bancorp, it may be at a lower price. Also, Gold Coast Bancorp may not be able to successfully resume operations on a stand-alone basis. Gold Coast Bancorp cannot assure its shareholders that any of these risks will not occur and will not have a material adverse impact on Gold Coast Bancorp’s financial condition and results of operations on a stand-alone basis.

The Federal Income Tax Consequences of the Holding Company Merger for Gold Coast Bancorp Shareholders Will Be Dependent Upon the Merger Consideration Received.

The federal income tax consequences of the holding company merger to you will depend upon the merger consideration you receive. In general, if you exchange your shares of Gold Coast Bancorp common stock solely for cash, you will recognize gain or loss for federal income tax purposes in an amount equal to the difference between the cash you receive and your adjusted tax basis in your Gold Coast Bancorp common stock. If you receive solely Investors Bancorp common stock in exchange for your Gold Coast Bancorp common stock, you generally will not recognize any gain or loss for federal income tax purposes (except to the extent attributable to cash received in lieu of fractional shares of Investors Bancorp common stock). If you receive a combination of cash and Investors Bancorp common stock in the transaction, you generally will not recognize loss but will recognize gain, if any, to the extent attributable to the cash received. For a more detailed discussion of the federal income tax consequences of the transaction to you, see, “Material United States Federal Income Tax Consequences of the Holding Company Merger” on page 71.

Risks Relating to Investors Bancorp’s Business.

You should read and consider risk factors specific to Investors Bancorp’s business that will also affect the combined company after the mergers. These risks are described in the sections entitled “Risk Factors” in Investors Bancorp’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and Investors Bancorp’s Quarterly Report on Form 10-Q for the period ended June 30, 2019, and in other documents incorporated by reference into this proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 95 of this proxy statement/ prospectus for the location of information incorporated by reference into this proxy statement/prospectus.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This document contains or incorporates by reference a number of forward-looking statements regarding the financial condition, results of operations and business of both Investors Bancorp and Gold Coast Bancorp, and may include statements for the period following the completion of the mergers. You can find many of these statements by looking for words such as “plan,” “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” “potential” or other similar words and expressions or negatives of these words. Such statements are based on current expectations and are subject to risks, uncertainties, and changes in condition, significance, value and effect. These risks include those discussed in the section entitled “Risk Factors” on page 20 and those disclosed under Item 1A in Investors Bancorp’s Annual Report on Form 10-K for its fiscal year ended December 31, 2018 and in Investors Bancorp’s other periodic reports filed with the SEC.

The ability of Investors Bancorp and Gold Coast Bancorp to predict results or the actual effects of their respective plans and strategies is inherently uncertain. Accordingly, actual results may differ materially from anticipated results. Some of the factors that may cause actual results to differ materially from those contemplated by the forward-looking statements include, but are not limited to, the following:

Because such forward-looking statements are subject to assumptions and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Gold Coast Bancorp shareholders are cautioned not to place undue reliance on such statements, which speak only as of the date of this proxy statement/prospectus or the date of any document incorporated by reference.

All subsequent written and oral forward-looking statements concerning the mergers or other matters addressed in this proxy statement/prospectus and attributable to Investors Bancorp or Gold Coast Bancorp or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable law or regulation, Investors Bancorp and Gold Coast Bancorp undertake no obligation to update such forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events. 

THE GOLD COAST BANCORP, INC. SPECIAL MEETING OF SHAREHOLDERS

This section contains information for Gold Coast Bancorp shareholders about the special meeting of shareholders that Gold Coast Bancorp has called to consider and approve the merger agreement.

When and Where the Gold Coast Bancorp Special Meeting Will be Held

Together with this proxy statement/prospectus, Gold Coast Bancorp is also sending you a notice of the Gold Coast Bancorp special meeting of shareholders and a form of proxy that is solicited by its Board of Directors. The special meeting of shareholders will be held on December 12, 2019 at 3 p.m., local time, at our corporate offices located at 2929 Expressway Drive North, Islandia, New York 11749. This proxy statement/ prospectus is first being mailed to shareholders of Gold Coast Bancorp on or about November 12, 2019.

What Will Be Voted on at the Gold Coast Bancorp Special Meeting

The purpose of the Gold Coast Bancorp special meeting of shareholders is:

If a quorum is not present, or if fewer shares of Gold Coast Bancorp common stock are voted in favor of the merger agreement and the holding company merger than the number required for approval, it is expected that the special 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.

Voting Your Shares

The Gold Coast Bancorp Board of Directors is soliciting proxies from the Gold Coast Bancorp shareholders. This will give Gold Coast Bancorp 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. You may vote your shares of Gold Coast Bancorp in any one of four alternative ways:

Please read the following instructions and vote by whatever method is most convenient for you.

Paper Proxy Card. Each copy of this proxy statement/prospectus mailed to Gold Coast Bancorp record shareholders is accompanied by a proxy card with voting instructions for submission by mail. You should complete and return the proxy card accompanying this proxy statement/prospectus to ensure that your vote is counted at the Gold Coast Bancorp special meeting of shareholders, or at any adjournment or postponement of the special meeting, regardless of whether you plan to attend the special meeting.

Voting by Telephone. If you wish to vote by telephone and you are a shareholder of record of Gold Coast Bancorp, use a touch-tone telephone to call toll-free (800) 652-VOTE (8683) and follow the instructions. If you vote by telephone, you must have your control number and proxy card available when you call.

Voting by the Internet. If you wish to vote through the Internet and you are a shareholder of record of Gold Coast Bancorp, you can access the web page at https://www.investorvote.com/GLD and follow the on-screen instructions. If you vote through the Internet, you must have your control number and proxy card available when you access the web page.

The Gold Coast Bancorp Board of Directors urges Gold Coast Bancorp shareholders to complete, date and sign the accompanying proxy card and return it promptly in the enclosed postage-paid envelope or submit a proxy by telephone or Internet prior to the special meeting to ensure that your shares of Gold Coast Bancorp common stock will be represented at the special meeting.

Changing Your Vote

As a Gold Coast Bancorp 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). You can revoke your proxy at any time before the vote is taken at the Gold Coast Bancorp special meeting of shareholders. If your shares are held in “street name,” your bank, broker or other nominee will vote your shares on the proposal to approve the merger agreement only if you provide instructions to your bank, broker or other nominee on how to vote. If you have not voted through your bank, broker or other nominee, you may revoke your proxy by:

Written notices of revocation and other communications about revoking your proxy should be addressed to:

Gold Coast Bancorp, Inc.

2929 Expressway Drive North

Islandia, New York 11749

Attention: Catherine Califano, Corporate Secretary

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

All shares represented by valid proxies received by Gold Coast Bancorp through this solicitation, that are not revoked, will be voted in accordance with your instructions on the proxy card. If you do not specify on your proxy card how you want your shares voted before signing and returning it, your proxy will be voted “FOR” approval of the merger agreement, “FOR” approval of the adjournment proposal and in the discretion of the proxy holders with respect to any other business that properly comes before the special meeting. The Board of Directors of Gold Coast Bancorp is presently unaware of any other matters that may be presented for action at the special meeting. If other matters do properly come before the special meeting, or at any adjournment or postponement thereof, Gold Coast Bancorp intends that shares represented by properly submitted proxies will be voted, or not voted, by and at the discretion of the persons named as proxies on the proxy card.

Gold Coast Bancorp shareholders should NOT send stock certificates with their proxy cards. Gold Coast Bancorp shareholders will be sent election forms and instructions, at which time they will be requested to submit their stock certificates. Gold Coast Bancorp shareholders who do not make a timely or proper election will be mailed a transmittal form promptly following the completion of the holding company merger with instructions on how to exchange their Gold Coast Bancorp stock certificates for the merger consideration.

Solicitation of Proxies and Costs

Gold Coast Bancorp is soliciting proxies and will bear the entire cost of soliciting proxies from its shareholders.

In addition to solicitation of proxies by mail, Gold Coast Bancorp will request that banks, brokers and other nominees who are record holders of shares of Gold Coast Bancorp common stock send proxies and proxy material to the beneficial owners of Gold Coast Bancorp common stock and secure their voting instructions, if necessary. Gold Coast Bancorp will reimburse these record holders for their reasonable expenses in taking those actions.

If necessary, Gold Coast Bancorp may use several of its regular employees, who will not be specially compensated, to solicit proxies from Gold Coast Bancorp shareholders, either in person or by telephone, facsimile, letter or other means of communication.

Gold Coast Bancorp has retained Georgeson LLC, at an estimated cost of $6,500 plus reimbursement of out-of-pocket expenses, to assist in the solicitation of proxies. Gold Coast Bancorp has agreed to indemnify Georgeson LLC against certain liabilities in connection with this proxy solicitation.

Shareholders Entitled to Vote; Record Date

The Gold Coast Bancorp Board of Directors has fixed the close of business on November 4, 2019 as the record date for determining Gold Coast Bancorp shareholders entitled to receive notice of and to vote at the Gold Coast Bancorp special meeting of shareholders. As of the record date, 3,934,387 shares of Gold Coast Bancorp common stock were outstanding and held by approximately 134 holders of record. Each share of Gold Coast Bancorp common stock entitles to holder to one vote at the special meeting on each proposal to be considered at the special meeting.

Quorum

The presence at the special meeting, in person or by proxy, of holders representing at least a majority of the outstanding shares of Gold Coast Bancorp common stock entitled to be voted at the special meeting will constitute a quorum for the transaction of business at the special meeting. Once a share is represented for any purpose at the special meeting, it is deemed present for quorum purposes for the remainder of the special meeting or for any adjournment(s) thereof. Abstentions, if any, will be included in determining the number of shares present at the meeting for the purpose of determining the presence of a quorum. Broker non-votes, if any, will not be included in determining the number of shares present at the meeting for the purpose of determining the presence of a quorum because it is expected that both proposals to be voted on at the special meeting will be “non-routine” matters (i.e., matters with respect to which banks, brokers or other nominees do not have discretion to vote shares of Gold Coast Bancorp common stock). An unvoted proxy submitted by a broker is sometimes referred to as a broker non-vote.

Broker Non-Votes

If you fail to instruct your bank, broker or other nominee how to vote your shares and the broker submits an unvoted proxy, the resulting “broker non-vote” will not be counted toward a quorum at the Gold Coast Bancorp special meeting of shareholders, but it will have the same effect as a vote against each of the proposals to be voted on at the special meeting. A broker non-vote occurs when a bank, broker or other nominee is not permitted to vote without instructions from the beneficial owner of the shares and the beneficial owner fails to provide the bank, broker or other nominee with such instructions. Banks, brokers and other nominees may use their discretion to vote “uninstructed” shares (i.e., shares of record held by banks, brokers or other nominees, but with respect to which the beneficial owner of such shares has not provided instructions on how to vote on a particular proposal) with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. Each of the proposals currently scheduled for consideration at the special meeting are “non-routine” matters. If your bank, broker or other nominee holds your shares of Gold Coast Bancorp common stock in “street name,” such entity will vote your shares only if you provide instructions on how to vote by complying with the voter instruction form sent to you by your bank, broker or other nominee with this proxy statement/prospectus.

Required Vote; Treatment of Abstentions, Broker Non-Votes and Failure to Vote

Shares Held by Officers and Executive Officers

As of the close of business on the record date, Gold Coast Bancorp’s directors and executive officers and their affiliates had the right to vote 1,171,908 shares of Gold Coast Bancorp common stock, which represents approximately 29.8% of the issued and outstanding shares of Gold Coast Bancorp common stock entitled to vote at the special meeting.

Voting Agreements

At the time the merger agreement was signed, each director and executive officer of Gold Coast Bancorp entered into a separate voting agreement with Investors Bancorp, pursuant to which, among other things, he or she agreed to vote or cause to be voted all shares over which he or she maintains sole or shared voting power in favor of approval of the merger agreement and the transactions contemplated thereby.

Recommendation of the Board of Directors

The Board of Directors of Gold Coast Bancorp has unanimously approved the merger agreement and the transactions contemplated in the merger agreement. The Board has determined that the merger agreement and the transactions contemplated in the merger agreement are advisable and in the best interests of Gold Coast Bancorp and its shareholders and unanimously recommends that you vote “FOR” approval of the merger agreement and “FOR” approval of the adjournment proposal.

See “Proposal 1—The Proposed Mergers—Recommendation of Gold Coast Bancorp Board of Directors and Reasons for the Mergers” on page 39 for a more detailed discussion of the Gold Coast Bancorp Board of Directors’ recommendation.

Voting at the Gold Coast Bancorp Special Meeting

If you want to vote your shares of Gold Coast Bancorp common stock held in “street name” in person at the special meeting, you will have to get a written proxy in your name from the bank, broker or other nominee who holds your shares.

Security Ownership of Certain Beneficial Owners and Management OF GOLD COAST BANCORP

The following table sets forth, as of the record date, certain information concerning the ownership of shares of Gold Coast Bancorp common stock by (i) each person who is known by Gold Coast Bancorp to beneficially own more than 5% of the issued and outstanding shares, (ii) each of Gold Coast Bancorp’s directors and (iii) each executive officer of Gold Coast Bancorp who is not also a director and (iv) all directors and executive officers of Gold Coast Bancorp as a group.

INFORMATION ABOUT THE COMPANIES

Investors Bancorp, Inc.

Investors Bancorp, Inc. is a Delaware corporation that owns all of the outstanding common stock of Investors Bank and, as such, is a bank holding company subject to regulation by the Board of Governors of the Federal Reserve.

At June 30, 2019, Investors Bancorp and its consolidated subsidiaries had total assets of $27.064 billion, total loans of $22.001 billion, total deposits of $17.644 billion, and total stockholders’ equity of $2.927 billion. Investors Bancorp’s mailing address is 101 John F. Kennedy Parkway, Short Hills, New Jersey 07078, and Investors Bancorp’s telephone number is (973) 924-5100.

Available Information. Investors Bancorp is a public company, and files interim, quarterly and annual reports with the SEC. Investors Bancorp common stock is listed on the NASDAQ Global Select Market under the symbol “ISBC.” Additional information about Investors Bancorp is included in documents incorporated by reference in this proxy statement/prospectus. See “Where You Can Find More Information.”

Investors Bank

Investors Bank is a New Jersey-chartered savings bank headquartered in Short Hills, New Jersey. Originally founded in 1924 as a New Jersey-chartered mutual savings and loan association, it has grown through acquisitions and internal growth, including de novo branching. In 1992, the charter was converted to a mutual savings bank and in 1997 the charter was converted to a New Jersey-chartered stock savings bank. Recently, Investors Bank submitted an application to the New Jersey Department of Banking and Insurance for approval to convert from a New Jersey-chartered stock savings bank to a New Jersey-chartered commercial bank under the applicable provisions of the New Jersey Banking Act of 1948. The disposition of this pending Investors Bank conversion application has no impact on the pending mergers with Gold Coast Bancorp and Gold Coast Bank.

Investors Bank is in the business of attracting deposits from the public through its current 147 branch offices located throughout New Jersey, the suburbs of Philadelphia and the boroughs of New York City as well as Nassau and Suffolk Counties on Long Island and borrowing funds in the wholesale markets to originate loans and to invest in securities.

Gold Coast Bancorp, Inc.

Gold Coast Bancorp, Inc. is a New York corporation that owns all of the outstanding common stock of Gold Coast Bank and, as such, is a bank holding company subject to regulation by the Board of Governors of the Federal Reserve. At June 30, 2019, Gold Coast Bancorp and its consolidated subsidiary had total assets of $572,323,000, total loans of $467,430,000, total deposits of $486,804,000 and total stockholders’ equity of $46,191,000. Gold Coast Bancorp’s principal executive offices are located at 2929 Expressway Drive North, Islandia, New York 11749. Gold Coast Bancorp’s telephone number is (631) 233-8600. Gold Coast Bancorp common stock is quoted on the OTC Pink marketplace operated by OTC Markets Group Inc. under the symbol “GLDT.”

Gold Coast Bancorp, Inc. does not have a class of securities registered under Section 12 of the Securities Exchange Act of 1934 and is not subject to the reporting requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934. Accordingly, it does not file documents or reports with the SEC.

Gold Coast Bank

Gold Coast Bank is a commercial bank that was formed under the laws of the State of New York on February 28, 2008. Gold Coast Bank operates from its main office and branch office at 2929 Expressway Drive North, Islandia, New York 11749, and its current six additional branches located in Nassau and Suffolk Counties and Brooklyn, New York. Gold Coast Bank is known as “Long Island’s Community Bank” stemming from its strong, long-term relationships cultivated among its large and diverse customer base.

PROPOSAL 1 – THE PROPOSED MERGERS

The description of the mergers and the merger agreement contained in this proxy statement/prospectus sets forth the material terms of the merger agreement; however, it does not purport to be complete. The following summary is qualified in its entirety by reference to the merger agreement, which is incorporated herein by reference. A copy of the merger agreement is attached as Annex A to this proxy statement/prospectus. We urge you to read the full text of the merger agreement carefully.

General

The merger agreement provides that Gold Coast Bancorp will merge with and into Investors Bancorp, with Investors Bancorp as the surviving corporation in the merger. Immediately after the merger of the bank holding companies, Gold Coast Bank will merge with and into Investors Bank, with Investors Bank as the surviving bank in the merger. Upon completion of the holding company merger, outstanding shares of Gold Coast Bancorp common stock will be converted into the right to receive shares of Investors Bancorp common stock, cash or a combination of cash and stock. Cash will be paid in lieu of any fractional share of Investors Bancorp common stock. See “Merger Consideration; Cash or Stock Election” below. As a result of the holding company merger, the separate corporate existence of Gold Coast Bancorp will cease and Investors Bancorp will succeed to all of the rights and be responsible for all of the obligations of Gold Coast Bancorp. As a result of the bank merger, the separate existence of Gold Coast Bank will cease and Investors Bank will succeed to all of the rights and be responsible for all of the obligations of Gold Coast Bank.

Background of the Mergers

The Board of Directors of Gold Coast Bancorp has, on an annual basis, held a strategic planning retreat at which it has considered the future course for the company. As a result of prior strategic planning retreats, the Board had determined that in order to withstand the pressures of the current market environment and provide both liquidity and a reasonable return to its shareholders, Gold Coast Bancorp would need to either grow substantially, organically or through acquisitions, or consider a strategic transaction with a larger company. This lead to the establishment of Gold Coast Bank’s Brooklyn, New York, branch as an entry into the New York City market. In addition, Gold Coast Bancorp’s management looked at several potential acquisition opportunities, none of which were undertaken.

At the Gold Coast Bancorp Board of Directors strategic planning retreat in September 2018, representatives of Keefe, Bruyette & Woods, Inc. (“KBW”) participated with the Gold Coast Board in a discussion of Gold Coast’s strategic alternatives. The Board noted that if Gold Coast were to grow organically, it would likely need to raise capital. The Board noted that Gold Coast’s current financial metrics were below its peers, which could make raising capital at an attractive price difficult. The Board also discussed some of the issues facing community sized banks, such as the costs of regulatory compliance, the competition for reasonably priced deposits and the need to invest in technology. The Gold Coast Board discussed with the representatives of KBW potential acquisition and merger of equals candidates, but noted the difficulty of successfully negotiating these types of transactions, especially due to the lack of liquidity in Gold Coast Bancorp’s stock. The Board also discussed with the representatives of KBW a potential merger or sale of Gold Coast Bancorp and possible in-market buyers. As a result of the September 2018 strategic planning retreat, management was asked to update the company’s strategic plan and to seek to find ways to reduce the company’s expense base.

At the December 2018 Gold Coast Bancorp Board meeting, the Board reviewed and discussed the proposed revised strategic plan. The Board determined that the Executive Committee of the Board should being interviewing potential financial advisers to work with the Board to help determine its strategic direction.

In late January and early February, 2019, the Executive Committee met with and interviewed KBW and two other investment banking firms specializing in financial institutions. At the March 2019 meeting of the Gold Coast Bancorp Board of Directors, the Executive Committee updated the Board members on the committee’s interviews with potential financial advisors, and recommended that the Board approve the engagement of KBW as Gold Coast Bancorp’s financial advisor. Representatives of KBW joined the meeting to review current economic, trading and M&A market conditions with the Board, and to answer questions from the Board members. The Board then voted to retain KBW to serve as Gold Coast Bancorp’s financial advisor and, thereafter, Gold Coast Bancorp retained KBW.

During late April and early May, 2019, Gold Coast Bancorp posted preliminary diligence material to an on-line data site for review by potentially interested parties. During late April 2019, in accordance with the directives of Gold Coast Bancorp, KBW reached out to fourteen (14) institutions considered potentially interested in a strategic transaction with Gold Coast Bancorp (including Investors Bancorp) to solicit their interest in a possible transaction and request that they execute a non-disclosure agreement to obtain access to the on-line data site. Ten (10) institutions executed non-disclosure agreements and received access to the on-line data site. Preliminary pricing indications were due on May 29, 2019.

KBW received pricing indication letters from eight (8) institutions, including Investors Bancorp. The pricing indicated ranged from a low of $12.50 to a high of $16.00. Investors Bancorp’s initial pricing indication valued Gold Coast Bancorp at $15.25 per share, with all shareholders receiving cash. At the direction of Gold Coast Bancorp management, representatives of KBW contacted Investors Bancorp to request that it consider adding a stock component to the consideration. Investors Bancorp agreed to revise its initial pricing indication to $15.75 per share and to provide a 50-50 mix of cash and Investors Bancorp common stock.

The Gold Coast Bancorp Board of Directors met on June 5, 2019 to review the pricing indications received. Representatives of KBW and Windels Marx Lane & Mittendorf, LLP, Gold Coast’s legal counsel (“WMLM”), also attended the meeting. The representatives of KBW reviewed with the Gold Coast Bancorp Board the terms of the pricing indications received. The representatives of KBW also provided an overview of each of the bidders, and compared the implied transaction multiples against those from selected publicly announced transactions involving sellers based in the Northeast and Mid-Atlantic regions. After further discussion, the Board directed the representatives of KBW to (i) invite the institution with the highest indicated pricing (“Institution A”) to undertake a detailed, on-site diligence review of Gold Coast Bancorp, so that Institution A could then update and finalize its indicated pricing and (ii) contact the two institutions with the next highest indicated pricing (Investors Bancorp and “Institution B”) to determine whether they could match the $16.00 per share pricing indicated by Institution A and, if they could, to invite each of those institutions to undertake a detailed, on-site diligence review of Gold Coast Bancorp, so that each of them could then update and finalize their indicated pricing.

After being contacted by representatives of KBW, Investors Bancorp indicated that it could pay $16.00 per share for Gold Coast Bancorp, and Investors Bancorp was invited to undertake a detailed, on-site diligence review of Gold Coast Bancorp. Institution B was also contacted by representatives of KBW. While the financial adviser of Institution B indicated that Institution B could pay $16.00 per share for Gold Coast Bancorp, Institution B declined to confirm that ability in writing. Institution B was therefore not invited by Gold Coast Bancorp to perform on-site diligence of Gold Coast Bancorp.

During the middle of June 2019, both Institution A and Investors Bancorp undertook detailed due diligence reviews of Gold Coast Bancorp, reviewing loan files and interviewing management, among other things. In addition, to accelerate the process, WMLM prepared a draft of a definitive merger agreement, which was provided to both Investors Bancorp and Institution A for review and comment. Updated pricing indications, and comments on the draft definitive merger agreement were due on June 24, 2019. Both Investors Bancorp and Institution A provided updated pricing indication letters on June 24, 2019. Investors Bancorp maintained its pricing indication at $15.75 per share of Gold Coast Bancorp common stock, to be paid in an equal mix of cash and Investors Bancorp common stock. Investors Bancorp also provided comments on the draft definitive merger agreement provided by WMLM. Institution A reduced its pricing indication to $15.00 per share of Gold Coast Bancorp common stock, with a 75-25% mix of stock and cash as consideration, and declined to provide comments on the draft definitive agreement provided by WMLM, instead providing its own draft definitive merger agreement. Representatives of Institution A indicated to representatives of KBW and to management of Gold Coast Bancorp that the pricing reduction was not related to anything arising from Institution A’s diligence review of Gold Coast Bancorp, but rather arose from the view of the board of directors of Institution A that its stock was undervalued.

On June 26, 2019, the Gold Coast Bancorp Board of Directors met to review the final pricing indications and determine how to proceed. Representatives of KBW and WMLM also attended the meeting. The representatives of KBW reviewed with the Gold Coast Bancorp Board the updated pricing indication letters, including the basis for the reduction by Institution A. The representatives of KBW also reviewed with the Board the financial metrics indicated by each of the pricing indications, as well as the financial metrics reported from a group of selected transactions. The representative of WMLM reviewed with the Gold Coast Bancorp Board members the comments from Investors Bancorp on the draft definitive merger agreement provided. After further discussion, the Gold Coast Bancorp Board determined to move forward with Investors Bancorp to negotiate a definitive merger agreement for review and approval by the Gold Coast Bancorp Board.

Between June 28 and mid-July 2019, WMLM and McCarter & English, LLP, legal counsel for Investors Bancorp (“M&E”), negotiated the definitive merger agreement and various other transaction documents and exchanged various drafts.

On July 5, 2019, a representative of KBW contacted management of Gold Coast Bancorp to disclose that KBW was currently engaged by Investors Bancorp to render investment banking services on matters other than the negotiations with Gold Coast Bancorp. Management of Gold Coast Bancorp discussed the issue with representatives of WMLM, and concluded that all of the parties needed to discuss the issue in more detail.

On July 8, 2019, representatives of Gold Coast Bancorp, KBW and WMLM met with representatives of Investors Bancorp and its financial adviser, Lazard, to undertake a diligence review, including management interviews, of Investors Bancorp. In addition, management of Gold Coast Bancorp discussed with management of Investors Bancorp its engagement of KBW, as disclosed by KBW to Gold Coast Bancorp on July 5th. Management of Investors Bancorp confirmed that KBW was currently engaged by Investors Bancorp to render investment banking services on matters other than the negotiations with Gold Coast Bancorp. After conferring with counsel, management of Gold Coast Bancorp informed management of Investors Bancorp that management of Gold Coast Bancorp would recommend to the Gold Coast Bancorp Board that it retain an independent investment banking firm to review the proposed transaction and render a fairness opinion to the Gold Coast Bancorp Board, and that this would result in a delay of the Gold Coast Bancorp Board’s consideration of and action on the proposed merger agreement and merger.

On July 9, 2019, the Executive Committee of the Gold Coast Bancorp Board of Directors met to review the issues concerning KBW’s engagement by Investors Bancorp, and conferred with representatives of Boenning & Scattergood, Inc. (“Boenning”), an investment banking firm specializing in financial institutions and which did not represent Investors Bancorp or any of the other parties which had earlier submitted pricing indications to Gold Coast Bancorp. The Executive Committee determined to retain Boenning to review the proposed transaction with Investors Bancorp from a financial point of view and render a fairness opinion to the Gold Coast Bancorp Board, assuming that Boenning determined that the proposed transaction was fair to the shareholders of Gold Coast Bancorp from a financial point of view. Boenning’s compensation was not contingent upon Boenning rendering an opinion that the transaction was fair – under their engagement agreement, Boenning’s compensation was earned upon their rendering their opinion, regardless of the outcome of the opinion.

In light of the delay in presenting the definitive merger agreement and the merger to the Gold Coast Bancorp Board for review and consideration, Investors Bancorp requested (i) that Gold Coast Bancorp enter into an exclusivity agreement, providing that Gold Coast Bancorp would cease negotiations with any third parties, not solicit any third party for an acquisition proposal (as defined in the exclusivity agreement) and not provide any information to any third party related to an acquisition proposal, for a period ending on August 15, 2019, and (ii) that the parties set the exchange ratio for the exchange of Gold Coast Bancorp common stock into Investors Bancorp common stock based on current stock prices.

On July 11, 2019, the Gold Coast Bancorp Board met to review the current status of the negotiations with Investors Bancorp. A representative of WMLM also attended the meeting. Management and counsel reviewed with the Gold Coast Bancorp Board the issues concerning KBW’s engagement by Investors Bancorp, and the Executive Committee’s decision to retain Boenning. Counsel reviewed with the Gold Coast Bancorp Board the draft exclusivity agreement provided by Investors Bancorp’s counsel, and the Gold Coast Bancorp Board approved the exclusivity agreement, subject to final negotiations on the manner of determining the exchange ratio for converting the Gold Coast Bancorp common stock into Investors Bancorp common stock. Finally, counsel reviewed with the Gold Coast Bancorp Board the terms of the current drafts of the merger agreement and other transaction documents.

Between July 11 and July 19, 2019, M&E and Investors Bancorp and WMLM and Gold Coast Bancorp negotiated the final form of the exclusivity agreement, which was executed on July 19, 2019, and the other transactional documents.

On July 23, 2019, the Board of Directors of Investors Bancorp met to review and consider the merger agreement and the other transaction documents. The Investors Bancorp Board received reports from members of management regarding the due diligence performed by Investors Bancorp’s management team and the material terms of the merger agreement and the other transaction documents. The Investors Bancorp Board then discussed the proposed transaction and unanimously approved the mergers and the merger agreement.

On July 24, 2019, the Gold Coast Bancorp Board met to review and consider the terms of the proposed mergers with Investors Bancorp, the merger agreement and the other transactional documents. Representatives of WMLM and Boenning also attended the meeting. Representatives of KBW did not participate in the meeting. Counsel reviewed with the Gold Coast Bancorp Board its fiduciary duty to its shareholders, and reviewed the final terms of the proposed mergers, the merger agreement and the other related documents. The representative of Boenning provided Boenning’s financial analysis of the proposed transaction, and orally rendered Boenning’s opinion that the terms of the holding company merger were fair to the shareholders of Gold Coast Bancorp from a financial point of view. Boenning then subsequently provided its written opinion to the same effect. The Gold Coast Board unanimously approved the mergers and the merger agreement.

The merger agreement was signed by the parties on July 24, 2019. At the same time, as required by Investors Bancorp under the merger agreement, the members of the Gold Coast Bancorp Board of Directors and executive officers of Gold Coast Bancorp, beneficially owning approximately 33% of the outstanding shares of Gold Coast Bancorp 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.

Investors Bancorp and Gold Coast Bancorp jointly announced the proposed transaction on the evening of July 24, 2019, after the close of the trading markets.

Recommendation of Gold Coast Bancorp’s Board of Directors and Reasons for the Mergers

The Gold Coast Bancorp Board consulted with members of Gold Coast Bancorp’s management and with Boenning in determining that the merger transaction and the merger agreement were fair to and advisable for Gold Coast Bancorp and its shareholders, in authorizing and approving the mergers, in adopting the merger agreement and in recommending that Gold Coast Bancorp shareholders approve the merger agreement. The Gold Coast Bancorp Board also based its conclusions and recommendation on the following factors:

All business combinations, including the merger with Investors Bancorp, include certain risks and disadvantages. The material potential risks and disadvantages to Gold Coast Bancorp’s shareholders identified by the Gold Coast Bancorp Board of Directors and management include the following material matters, the order of which does not necessarily reflect their relative significance:

This discussion of the information and factors considered by the Gold Coast Bancorp Board of Directors in reaching its conclusions and recommendation includes the factors and risks identified above, but is not intended to be exhaustive and may not include all of the factors considered by the Gold Coast Bancorp Board of Directors. Given the multitude of factors and risks considered in connection with its evaluation of the merger agreement and the mergers and other transactions contemplated by the merger agreement, and the complexity of these matters, the Gold Coast Bancorp Board of Directors did not find it useful and did not attempt to quantify, rank or assign any relative or specific weights to such factors, risks and information. Rather, the Gold Coast Bancorp Board of Directors views its decisions as based on the totality of the information presented to it and the factors it considered. In addition, individual members of the Gold Coast Bancorp Board may have assigned different weights to different factors.

Certain of Gold Coast Bancorp’s directors and executive officers have financial interests in the holding company merger that are different from, or in addition to, those of Gold Coast Bancorp’s shareholders in general. The Gold Coast Bancorp Board was aware of and considered these interests, among other matters, in evaluating the merger agreement and in making its recommendation to Gold Coast shareholders. For a discussion of these interests, see “—Gold Coast Bancorp’s Directors and Executive Officers Have Interests in the Holding Company Merger.”

This summary of the reasoning of the Board of Directors of Gold Coast Bancorp and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the heading “Cautionary Statement Regarding Forward-Looking Statements.”

Gold Coast Bancorp’s Board of Directors believes that the terms of the transaction are in the best interests of Gold Coast Bancorp and its shareholders and has unanimously approved the merger agreement. Accordingly, Gold Coast Bancorp’s Board of Directors unanimously recommends that Gold Coast Bancorp’s shareholders vote “FOR” approval and adoption of the merger agreement.

Investors Bancorp, Inc. Board of Directors’ Reasons for the Mergers

In reaching its decision to approve the merger agreement and the other transactions contemplated by the merger agreement, the Investors Bancorp Board of Directors evaluated the merger agreement and the transactions in consultation with Investors Bancorp’s management, as well as Investors Bancorp’s legal counsel and financial advisor, and considered a number of factors in favor of the transaction, including the following material factors, which are not presented in order of priority:

The foregoing discussion of the information and factors considered by the Investors Bancorp Board of Directors is not intended to be exhaustive, but includes the material factors considered by the Investors Bancorp Board. In reaching its decision to approve the merger agreement, the mergers and the other transactions contemplated by the merger agreement, the Investors Bancorp Board did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The Investors Bancorp Board considered all these factors as a whole, including discussions with, and questioning of, Investors Bancorp’s senior management and Investors Bancorp’s advisors, and overall considered the factors to be favorable to, and to support its determination to approve entering into the merger agreement.

This explanation of Investors Bancorp’s reasons for entering into the merger agreement and other information presented in this section is forward-looking in nature and should be read in light of the factors discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

Investors Bancorp’s Board of Directors realized that there can be no assurance about future results, including results expected or considered in the factors listed above, such as assumptions regarding enhanced business prospects, anticipated cost savings and earnings accretion/dilution. The Investors Bancorp Board concluded, however, that the potential positive factors outweighed the potential risks of completing the transaction.

Opinion of Boenning & Scattergood, Inc.

Gold Coast Bancorp engaged Boenning to render an opinion to the Gold Coast Bancorp Board of Directors as to the fairness, from a financial point of view, to the shareholders of Gold Coast Bancorp of the merger consideration in the holding company merger. Boenning was not engaged to, and did not, solicit any indications of interest from any parties with respect to a sale of all or any part of Gold Coast Bancorp or any alternative transaction. Gold Coast Bancorp selected Boenning because Boenning is a nationally recognized investment banking firm with substantial experience in transactions similar to the mergers contemplated by the merger agreement. As part of its investment banking business, Boenning is continually engaged in the valuation of financial services businesses and their securities in connection with mergers and acquisitions and other corporate transactions.

As part of its engagement, representatives of Boenning attended the meeting of the Gold Coast Bancorp Board of Directors held on July 24, 2019 at which the Board evaluated the proposed mergers. At this meeting, Boenning reviewed the financial aspects of the proposed holding company merger and rendered an oral opinion, which was subsequently confirmed in writing, to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by Boenning as set forth in such opinion, the merger consideration in the holding company merger was fair, from a financial point of view, to the holders of Gold Coast Bancorp common stock. The Gold Coast Bancorp Board of Directors unanimously adopted the merger agreement at this meeting.

The following description of the Boenning fairness opinion is qualified in its entirety by reference to the full text of the opinion, which is attached as Annex B to this proxy statement/prospectus and is incorporated herein by reference, and describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by Boenning in preparing the opinion.

Boenning’s opinion speaks only as of the date of the opinion. The opinion was for the information of, and was directed to, the Gold Coast Bancorp Board of Directors (in its capacity as such) in connection with its consideration of the financial terms of the holding company merger. The opinion addressed only the fairness to the common shareholders of Gold Coast Bancorp, from a financial point of view, of the merger consideration to be received by the shareholders in the holding company merger. It did not address the underlying business decision of Gold Coast Bancorp to engage in the mergers or enter into the merger agreement or constitute a recommendation to the Gold Coast Bancorp Board of Directors in connection with the mergers, and it does not constitute a recommendation to any holder of Gold Coast Bancorp common stock or any stockholder of any other entity as to how to vote in connection with the holding company merger or any other matter, nor does it constitute a recommendation as to whether or not any such shareholder should enter into a voting or other agreement with respect to the holding company merger or exercise any dissenters’ or appraisal rights that may be available to such shareholder.

Boenning’s opinion was reviewed and approved by Boenning’s Fairness Opinion Committee in conformity with its policies and procedures established under the requirements of Rule 5150 of the Financial Industry Regulatory Authority, Inc.

In connection with rendering the opinion described above, Boenning reviewed, analyzed and relied upon material bearing upon the financial and operating condition of Gold Coast Bancorp and Investors Bancorp and bearing upon the holding company merger, including, among other things:

Boenning also performed such other financial analyses, studies and investigations as it considered appropriate and took into account its assessment of general economic, market and financial conditions and its experience in other transactions, as well as its experience in securities valuation and knowledge of the banking industry generally.

In conducting its review and arriving at its opinion, Boenning relied upon and assumed the accuracy and completeness of all of the financial and other information and representations made or given by Gold Coast Bancorp and Investors Bancorp, and their respective officers, directors, auditors, counsel and other agents, and on publicly available filings, releases and other information issued by Gold Coast Bancorp and Investors Bancorp, including financial statements, financial projections, and stock price data as well as certain information from recognized independent sources and did not independently verify the accuracy or completeness of any such information or assume any responsibility or liability for such verification, accuracy or completeness. Boenning relied upon the pro forma financial impact of the merger on Gold Coast Bancorp, based on assumptions relating to transaction expenses, purchase accounting adjustments, cost savings and other synergies determined and provided by senior management of Gold Coast Bancorp and Investors Bancorp. Boenning assumed, at the direction of Gold Coast Bancorp, that all forecasts and projections provided to Boenning have been reasonably prepared and reflect the best currently available estimates and good faith judgments of the management of Gold Coast Bancorp and Investors Bancorp as to their most likely future financial performance.

It is understood that the portion of the foregoing financial information of Gold Coast Bancorp and Investors Bancorp that was provided to Boenning was not prepared with the expectation of public disclosure, that all of the foregoing financial information was based on numerous variables and assumptions that are inherently uncertain, including, without limitation, factors related to general economic and competitive conditions and that, accordingly, actual results could vary significantly from those set forth in all of such information. Boenning assumed, based on discussions with the management of Gold Coast Bancorp, and with the consent of the Gold Coast Bancorp Board of Directors, that all such information was reasonably prepared and reflect the best currently available estimates and judgment of the management of Gold Coast Bancorp and Investors Bancorp as to their most likely future performance. Boenning relied on all such information without independent verification or analysis and did not in any respect assume any responsibility or liability for the accuracy or completeness thereof.

Boenning is not an expert in the independent verification of the adequacy of allowances for loan and lease losses and Boenning assumed, without independent verification, that the allowances for loan losses indicated on the balance sheets of Gold Coast Bancorp and Investors Bancorp are adequate to cover such losses. In rendering its opinion, Boenning did not review any individual loans or credit files.

Boenning assumed, in all respects material to its analyses:

Boenning assumed that the holding company merger would be consummated in a manner that complied with the applicable provisions of the Securities Act, the Exchange Act, and all other applicable federal and state statutes, rules and regulations. Boenning was further advised by representatives of Gold Coast Bancorp that Gold Coast Bancorp relied upon advice from certain of its advisors (other than Boenning) or other appropriate sources as to all legal, tax, regulatory and accounting matters. Boenning did not provide advice with respect to any such matters.

Boenning’s opinion addressed only the fairness to the common shareholders of Gold Coast Bancorp, from a financial point of view, as of the date of such opinion, of the merger consideration to be received by the shareholders in the holding company merger. Boenning’s opinion was necessarily based upon conditions as they existed and could be evaluated on the date of such opinion and the information made available to Boenning through such date and, accordingly, it speaks to no other period. Boenning did not and does not have an obligation to update, revise or reaffirm its opinion. Boenning’s opinion did not address, and Boenning expressed no view or opinion with respect to:

In performing its analyses, Boenning made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, which are beyond the control of Boenning, Gold Coast Bancorp and Investors Bancorp. Any estimates contained in the analyses performed by Boenning are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by these analyses. Additionally, estimates of the value of businesses or securities do not purport to be appraisals or to reflect the prices at which such businesses or securities might actually be sold. Accordingly, these analyses and estimates are inherently subject to substantial uncertainty. In addition, the Boenning opinion was among several factors taken into consideration by the Gold Coast Bancorp Board of Directors in making its determination to approve the merger agreement and the mergers. Consequently, the analyses described below should not be viewed as determinative of the decision of the Gold Coast Bancorp Board of Directors with respect to the fairness of the merger consideration in the holding company merger. The type and amount of consideration payable in the holding company merger were determined through negotiation between Gold Coast Bancorp and Investors Bancorp, and the decision to enter into the merger agreement was solely that of the Gold Coast Bancorp Board of Directors.

The following is a summary of the material financial analyses presented by Boenning to the Gold Coast Bancorp Board of Directors in connection with its opinion. The summary is not a complete description of the financial analyses underlying the opinion or the presentation made by Boenning to the Gold Coast Bancorp Board of Directors, but summarizes the material analyses performed and presented in connection with such opinion. The financial analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the financial analyses. The preparation of a fairness opinion is a complex analytic process involving various determinations as to appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. In arriving at its opinion, Boenning did not attribute any particular weight to any analysis or factor that it considered, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, Boenning believes that its analyses and the summary of its analyses must be considered as a whole and that selecting portions of its analyses and factors or focusing on the information presented below in tabular format, without considering all analyses and factors or the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the process underlying its analyses and opinion.

For purposes of the financial analyses described below, Boenning utilized an implied transaction value for the proposed holding company merger of $15.75 per outstanding share of Gold Coast Bancorp common stock, or a fixed exchange ratio of 1.422 shares of Investors Bancorp common stock. Boenning also utilized an implied aggregate transaction value for the proposed holding company merger of $63.5 million based on (i) the implied price of $15.82 per share to Gold Coast Bancorp common stockholders (based on 50% of Gold Coast Bancorp shares being converted into $15.75 in cash and 50% converted into 1.422 shares of ISBC common stock), (ii) the “in the money” value of Gold Coast Bancorp’s outstanding stock options based on the difference between their weighted average strike price of $10.13 and $15.75 (the negotiated price to Gold Coast Bancorp common stockholders), (iii) 3,934,387 shares of Gold Coast Bancorp common stock outstanding, and (iv) 231,355 Gold Coast Bancorp stock options outstanding. The aggregate value of the implied price to Gold Coast Bancorp common stockholders was $62.2 million while the implied price to Gold Coast Bancorp stock option holders was $1.3 million.

In addition to the financial analyses described below, Boenning reviewed with the Gold Coast Bancorp Board of Directors for informational purposes, among other things, the following implied transaction multiples based on the implied transaction value for the proposed merger of $15.82 per outstanding share of Gold Coast Bancorp common stock:

Gold Coast Bancorp, Inc. Selected Companies Analysis. Using publicly available information, Boenning compared the financial performance, financial condition and market performance of Gold Coast Bancorp to 14 major exchange-traded banks and bank holding companies with total assets between $300 million and $1.0 billion with a median of ~ $475 million, and excluding companies that were at the time of the opinion in the process of being acquired, which we refer to as the “GLDT selected companies.” The GLDT selected companies are headquartered in the Mid-Atlantic region.

The GLDT selected companies were as follows:

To perform this analysis, Boenning used profitability data and other financial information as of, or for the most recent available completed fiscal quarter, or MRQ, ended, March 31, 2019 or latest 12 months, or LTM, and market price information as of July 23, 2019. Certain financial data prepared by Boenning, as referenced in the tables presented below, may not correspond to the data presented in Gold Coast Bancorp’s historical financial statements, as a result of the different periods, assumptions and methods used by Boenning to compute the financial data presented.

Boenning’s analysis showed the following concerning the financial condition and performance of Gold Coast Bancorp (or “GLDT”) and the GLDT selected companies for the MRQ:

In addition, Boenning’s analysis showed the following concerning the market performance of Gold Coast Bancorp and the GLDT selected companies:

None of the GLDT selected companies used as a comparison in the above analyses is identical to Gold Coast Bancorp. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

In addition, Boenning’s analysis compared pricing multiples for the holding company merger to the implied pricing multiples of the GLDT selected companies. To account for an equity control premium, Boenning applied a 24.9% premium to the GLDT selected companies based on the median one-day stock price premium for all bank and thrift merger transactions with target assets less than $2 billion since January 1, 2018. Investors Bancorp is “ISBC” in the tables below.

None of the GLDT selected companies used as a comparison in the above GLDT selected companies’ analysis is identical to GLDT. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

Select Transactions Analysis. Boenning reviewed publicly available information related to three sets of selected U.S. bank transactions:

All three sets of transactions exclude investor recapitalization transactions and transactions without disclosed deal values.

National group