DBCP Delmar Bancorp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No.      )

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

PARTNERS BANCORP

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all the boxes that apply):

To the Shareholders of LINKBANCORP, Inc. and Partners Bancorp

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

On behalf of the boards of directors of LINKBANCORP, Inc. (“LINK”) and Partners Bancorp (“Partners”), we are pleased to enclose the accompanying joint proxy statement/prospectus relating to the proposed combination of LINK and Partners. We are requesting that you take certain actions as a holder of LINK common stock (a “LINK shareholder”) or as a holder of Partners common stock (a “Partners shareholder”).

On February 22, 2023, LINK and Partners entered into an Agreement and Plan of Merger (as may be amended, modified or supplemented from time to time in accordance with its terms, the “merger agreement”), pursuant to which Partners will merge with and into LINK, with LINK as the surviving entity (the “merger”). Immediately following the merger, The Bank of Delmarva, a Delaware chartered bank and a wholly-owned direct subsidiary of Partners (“TBOD”), will merge with and into LINKBANK, a Pennsylvania bank and a wholly-owned subsidiary of LINK (“LINKBANK”), with LINKBANK as the surviving bank (the “TBOD bank merger”). Immediately following the TBOD bank merger, Virginia Partners Bank, a Virginia chartered bank and a wholly-owned direct subsidiary of Partners (“VPB”), will merge with and into LINKBANK with LINKBANK as the surviving bank (the “VPB bank merger”, and together with the TBOD bank merger, the “bank mergers”, and the bank mergers together with the merger, the “mergers”).

In the merger, Partners shareholders will receive 1.150 shares of LINK common stock for each share of Partners common stock they own (the “exchange ratio”), subject to the payment of cash in lieu of fractional shares (“merger consideration”). Based on the $7.95 closing price of LINK’s common stock on the Nasdaq Capital Market on February 22, 2023, the last trading day before the public announcement of the merger, the exchange ratio represented approximately $9.14 in value for each share of Partners common stock, representing merger consideration of approximately $166.5 million on an aggregate basis. Based on the $5.35 closing price of LINK common stock on the Nasdaq Capital Market on May 8, 2023 the latest practicable trading day before the printing of the accompanying joint proxy statement/prospectus, the exchange ratio represented approximately $6.15 in value for each share of Partners common stock, representing merger consideration of approximately $110.6 million on an aggregate basis.

LINK shareholders will continue to own their existing shares of LINK common stock. The value of the LINK common stock at the time of completion of the merger could be greater than, less than or the same as the value of LINK common stock on the date of the accompanying joint proxy statement/prospectus. We urge you to obtain current market quotations of LINK common stock (Nasdaq trading symbol “LNKB”) and Partners common stock (Nasdaq trading symbol “PTRS”).

We expect the merger will qualify as a reorganization for federal income tax purposes. Accordingly, Partners shareholders generally will not recognize any gain or loss for federal income tax purposes on the exchange of shares of Partners common stock for LINK common stock or in the merger, except with respect to any cash received by such holders in lieu of fractional shares of LINK common stock.

Based on the exchange ratio and the number of shares of Partners common stock outstanding or reserved for issuance for Partners equity awards outstanding as of April 28, 2023, LINK expects to issue approximately 20.9 million shares of LINK common stock to Partners shareholders in the aggregate in the merger. We estimate that former Partners shareholders will own approximately fifty-six percent (56%) and existing LINK shareholders will own approximately forty-four percent (44%) of the common stock of LINK following the completion of the merger.

LINK and Partners will each hold a special meeting of its respective shareholders in connection with the merger. At its respective special meetings, in addition to other business, LINK and Partners will ask their respective

shareholders to approve the merger agreement. Information about these meetings and the mergers is contained in this document. We urge you to read this document carefully and in its entirety.

The special meeting of Partners shareholders will be held virtually via the internet on June 22, 2023 at 10:00 am, Eastern Time. The special meeting of LINK shareholders will be held virtually via the internet on June 22, 2023 at 10:00 a.m., Eastern Time.

Each of our boards of directors unanimously recommends that holders of common stock vote “FOR” each of the proposals to be considered at the respective meetings. We strongly support this combination of our companies and join our boards in their recommendations.

This joint proxy statement/prospectus provides you with detailed information about the merger agreement and the mergers. It also contains or references information about LINK and Partners and certain related matters. You are encouraged to read this joint proxy statement/prospectus carefully. In particular, you should read the “Risk Factors” section beginning on page  32 for a discussion of the risks you should consider in evaluating the proposed merger and how it will affect you. You can also obtain information about LINK and Partners from documents that have been filed with the Securities and Exchange Commission that are incorporated into this joint proxy statement/prospectus by reference.

On behalf of the LINK and Partners boards of directors, thank you for your prompt attention to this important matter.

Sincerely,

 

Andrew Samuel Chief Executive Officer LINKBANCORP, Inc.		John W. Breda President and Chief Executive Officer Partners Bancorp

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the merger or determined if this document is accurate or complete. Any representation to the contrary is a criminal offense.

The securities to be issued in the merger are not savings or deposit accounts or other obligations of any bank or non-bank subsidiary of either LINK or Partners, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

The accompanying joint proxy statement/prospectus is dated May 12, 2023, and is first being mailed to holders of LINK common stock and holders of Partners common stock on or about May 15, 2023.

ADDITIONAL INFORMATION

The accompanying joint proxy statement/prospectus incorporates important business and financial information about LINK and Partners from other documents that are not included in or delivered with this document. This information is available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference in this document through the Securities and Exchange Commission website at http://www.sec.gov. You will also be able to obtain these documents free of charge from LINK by accessing LINK’s website at https://ir.linkbancorp.com or from Partners by accessing Partners’ website at https://www.partnersbancorp.com/investor-relations. You may also request these documents in writing, by email or by telephone, at the appropriate address below:

You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, you must request them no later than five (5) business days before the date of the applicable special meeting. This means that holders of LINK common stock requesting documents must do so by June 15, 2023, in order to receive them before the LINK special meeting, and holders of Partners common stock requesting documents must do so by June 15, 2023, in order to receive them before the Partners special meeting.

No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this document. This document is dated May 12, 2023, and you should assume that the information in this document is accurate only as of such date. You should assume that the information incorporated by reference into this document is accurate as of the date of such incorporated document. Neither the mailing of this document to holders of LINK common stock or holders of Partners common stock, nor the issuance by LINK of shares of LINK common stock pursuant to the merger agreement will create any implication to the contrary.

The information on LINK’s and Partners’ websites is not part of this document. References to LINK’s and Partners’ websites in this document are intended to serve as textual references only.

This document 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. Except where the context otherwise indicates, information contained in, or incorporated by reference into, this document regarding LINK has been provided by LINK and information contained in, or incorporated by reference into, this document regarding Partners has been provided by Partners.

See “Where You Can Find More Information” beginning on page 160 of the accompanying joint proxy statement/prospectus for further information.

LINKBANCORP, Inc.

1250 Camp Hill Bypass, Suite 202

Camp Hill, PA 17011

LINK has determined that holders of LINK common stock are not entitled to appraisal rights with respect to the proposed merger under Chapter 15 of the Pennsylvania Business Corporation Law of 1988, as amended.

The LINK board of directors unanimously recommends that holders of LINK common stock vote “FOR” the LINK merger proposal, “FOR” the LINK charter amendment proposal, and “FOR” the LINK adjournment proposal.

Your vote is important. We cannot complete the transactions contemplated by the merger agreement unless holders of LINK common stock approve the LINK merger proposal and approve the LINK charter amendment proposal. The affirmative vote of a majority of the votes cast affirmatively or negatively by the holders of LINK common stock at the LINK special meeting is required to approve the LINK merger proposal and the LINK charter amendment proposal. Whether or not you plan to attend the LINK special meeting, we urge you to please promptly complete, sign, date and return the accompanying proxy card in the enclosed postage-paid envelope or authorize the individuals named on the accompanying proxy card to vote your shares by calling the toll-free telephone number or by using the internet as described in the instructions included with the accompanying proxy card. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions on the voting instruction card furnished by such bank, broker or other nominee.

By Order of the Board of Directors

Andrew Samuel

Chief Executive Officer

LINKBANCORP, Inc.

May 12, 2023

Partners Bancorp

2245 Northwood Drive

Salisbury, Maryland 21801

NOTICE OF SPECIAL MEETING OF PARTNERS SHAREHOLDERS

To Partners Bancorp Shareholders:

On February 22, 2023, LINKBANCORP, Inc. (“LINK”) and Partners Bancorp (“Partners”) entered into an Agreement and Plan of Merger (as may be amended, modified or supplemented from time to time in accordance with its terms, the “merger agreement”). A copy of the merger agreement is attached as Annex A to the accompanying joint proxy statement/prospectus.

NOTICE IS HEREBY GIVEN that a special meeting of holders of Partners common stock (the “Partners special meeting”) will be held on June 22, 2023 at 10:00 am, Eastern Time. We are pleased to notify you of and invite you to the Partners special meeting which will be held virtually via the internet.

At the Partners special meeting, holders of Partners common stock will be asked to vote on the following matters:

The Partners special meeting will be held in a virtual-only format conducted via live webcast. As more fully described in the “Questions & Answers” and “The Partners Special Meeting” sections of the accompanying joint proxy statement/prospectus, you are entitled to participate in the Partners special meeting if, as of the close of business on April 28, 2023, you held shares of Partners common stock registered in your name (a “record holder”), or if you held shares through a bank, broker, trustee or other nominee (a “beneficial owner”). Record holders will be able to attend the Partners special meeting online, ask questions and vote during the meeting by visiting https://meetnow.global/MMJHUXM and following the instructions. Please have your control number, which can be found on your notice, proxy card or voting instruction form, to access the meeting. If you are a beneficial owner and have a valid proxy for the Partners special meeting, you also will be able to attend the Partners special meeting online, ask questions and vote during the meeting. See the “Questions & Answers” section of the accompanying joint proxy statement/prospectus for more information, including technical support information for the virtual Partners special meeting.

The board of directors of Partners has fixed the close of business on April 28, 2023 as the record date for the Partners special meeting. Only holders of record of Partners common stock as of the close of business on the record date for the Partners special meeting are entitled to notice of the Partners special meeting or any adjournment or postponement thereof. Only holders of record of Partners common stock will be entitled to vote at the Partners special meeting or any adjournment or postponement thereof.

Partners has determined that holders of Partners common stock are not entitled to dissenters’ rights of appraisal rights with respect to the proposed merger under the Maryland General Corporation Law (“MGCL”).

The Partners board of directors unanimously recommends that holders of Partners common stock vote “FOR” the Partners merger proposal, “FOR” the Partners compensation proposal and “FOR” the Partners adjournment proposal.

Your vote is important. We cannot complete the transactions contemplated by the merger agreement unless holders of Partners common stock approve the Partners merger proposal. The affirmative vote of at least two-thirds of all of the votes entitled to be cast at the special meeting by the holders of shares of Partners common stock entitled to vote at the special meeting is required to approve the Partners merger proposal. Whether or not you plan to attend the Partners special meeting, we urge you to please promptly complete, sign, date and return the accompanying proxy card in the enclosed postage-paid envelope or authorize the individuals named on the accompanying proxy card to vote your shares by calling the toll-free telephone number or by using the internet as described in the instructions included with the accompanying proxy card. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions on the voting instruction card furnished by such bank, broker or other nominee.

May 12, 2023

TABLE OF CONTENTS

i

ii

iii

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

29

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “project,” “intend,” “target,” “estimate,” “continue,” “positions,” “prospects” or “potential,” by future conditional verbs such as “will,” “would,” “should,” “could,” or “may,” or by variations of such words or by similar expressions. Forward-looking statements are based on current expectations, estimates and projections about LINK’s and Partners’ businesses, beliefs of LINK’s and Partners’ management and assumptions made by LINK and Partners’ management. These statements are not guarantees of future performance and are subject to numerous risks, uncertainties and assumptions (“Future Factors”) that are difficult to predict, change over time, and many of which are beyond the control of LINK and Partners. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements.

Future Factors include, among others:

30

These are representative of the Future Factors that could affect the outcome of the forward-looking statements. In addition, such statements could be affected by general industry and market conditions and growth rates, general economic and political conditions, either nationally or in the states in which LINK, Partners or their respective subsidiaries do business, including interest rate and currency exchange rate fluctuations, changes and trends in the securities markets, and other Future Factors.

For any forward-looking statements made in this joint proxy statement/prospectus or in any documents incorporated by reference into this joint proxy statement/prospectus, LINK and Partners claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this joint proxy statement/prospectus or the dates of the documents incorporated by reference in this joint proxy statement/prospectus. Annualized, pro forma, projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results. Except as required by applicable law, neither LINK nor Partners undertakes to update these forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made.

For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please see the reports that LINK and Partners have filed with the SEC as described under “Where You Can Find More Information” beginning on page 160.

LINK and Partners expressly qualify in their entirety all forward-looking statements attributable to either of them or any person acting on their behalf by the cautionary statements contained or referred to in this joint proxy statement/prospectus.

31

RISK FACTORS

In addition to the other information contained in or incorporated by reference into this joint proxy statement/prospectus, including the matters addressed under the caption “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 30, LINK shareholders should carefully consider the following risk factors in deciding whether to vote for the approval of the LINK merger proposal and the LINK charter amendment proposal, and Partners shareholders should carefully consider the following risk factors in deciding whether to vote for the approval of the Partners merger proposal.

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

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

In the merger, each share of Partners common stock issued and outstanding immediately prior to the effective time, except for shares of Partners common stock owned by Partners as treasury stock or owned by Partners or LINK (in each case, other than shares of Partners common stock (i) held in any employee benefit plans, trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity that are beneficially owned by third parties, or (ii) held, directly or indirectly, by Partners or LINK in respect of debts previously contracted), will be converted into 1.150 shares of LINK common stock. This exchange ratio is fixed and will not be adjusted for changes in the market price of either LINK common stock or Partners common stock. Changes in the price of LINK common stock between now and the time of the merger will affect the value that Partners shareholders will receive in the merger. Neither LINK nor Partners is permitted to terminate the merger agreement as a result of any increase or decrease in the market price of LINK common stock or Partners common stock.

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

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

In the merger, Partners shareholders will become LINK shareholders. LINK’s business differs from that of Partners and certain adjustments may be made to LINK’s business as a result of the merger. Accordingly, the results of operations of the combined company and the market price of LINK common stock after the completion of the merger may be affected by factors different from those currently affecting the independent results of operations of each of LINK and Partners. For a discussion of the businesses of LINK and Partners and of certain factors to consider in connection with those businesses, see the documents incorporated by reference in this joint proxy statement/prospectus and referred to under “Where You Can Find More Information” beginning on page 160.

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

The opinion from Stephens, LINK’s financial advisor, to LINK’s board of directors, was delivered on and dated February 22, 2023, and the opinion from Piper Sandler, Partners’ financial advisor, to Partners’ board of directors

32

was delivered on and dated February 22, 2023. Changes in the operations and prospects of LINK or Partners, general market and economic conditions and other factors which may be beyond the control of LINK and Partners, including the ongoing effects of the COVID-19 pandemic on such market and economic conditions, and the market prices of LINK and Partners, may have altered the value of LINK or Partners or the prices of shares of LINK common stock and shares of Partners common stock as of the date of this joint proxy statement/prospectus, or may alter such values and prices by the time the merger is completed. The opinions do not speak as of the date of this joint proxy statement/prospectus or as of any other date subsequent to the dates of those opinions.

LINK and Partners are expected to incur substantial costs related to the merger and integration.

LINK and Partners have incurred and expect to incur a number of non-recurring costs associated with the merger. These costs include legal, financial advisory, accounting, consulting and other advisory fees, severance/employee benefit-related costs, public company filing fees and other regulatory fees, financial printing and other printing costs and other related costs. Some of these costs are payable by either LINK or Partners regardless of whether the merger is completed. See “The Merger Agreement—Expenses and Fees” beginning on page 130.

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

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

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

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

LINK and Partners have operated and, until the completion of the merger, must continue to operate, independently. It is possible that the integration process could result in the loss of key employees, the disruption

33

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

Furthermore, the board of directors of the combined company will consist of former directors from each of LINK and Partners. Combining the boards of directors of each company into a single board could require the reconciliation of differing priorities and philosophies.

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

Following the merger, the size of the business of the combined company will increase beyond the current size of either LINK’s or Partners’ business. The combined company’s future success will depend, in part, upon its ability to manage this expanded business, which may pose challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. The combined company may also face increased scrutiny from governmental authorities as a result of the increased size of its business. There can be no assurances that the combined company will be successful or that it will realize the expected operating efficiencies, revenue enhancement or other benefits currently anticipated from the merger.

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

The success of the merger will depend in part on the combined company’s ability to retain the talents and dedication of key employees currently employed by LINK and Partners. It is possible that these employees may decide not to remain with LINK or Partners, as applicable, while the merger is pending or with the combined company after the merger is consummated. If LINK and Partners are unable to retain key employees, including management, who are critical to the successful integration and future operations of the companies, LINK and Partners could face disruptions in their operations, loss of existing customers, loss of key information, expertise or know-how and unanticipated additional recruitment costs. In addition, following the merger, if key employees terminate their employment, the combined company’s business activities may be adversely affected, and management’s attention may be diverted from successfully hiring suitable replacements, all of which may cause the combined company’s business to suffer. LINK and Partners also may not be able to locate or retain suitable replacements for any key employees who leave either company. See “The Merger—Governance of the Combined Company After the Merger” beginning on page 106.

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

Before the merger and the bank mergers may be completed, various approvals and consents must be obtained from the Federal Reserve Board, the FDIC, the PDOBS, the DE Bank Commissioner, the VA BFI, the MD OCFR and other regulatory authorities in the United States. In determining whether to grant these approvals, such regulatory authorities consider a variety of factors, including the regulatory standing of each party and the factors described under “The Merger—Regulatory Approvals” beginning on page 108. These approvals could be delayed or not obtained at all, including due to an adverse development in either party’s regulatory standing or in any other factors considered by regulators when granting such approvals; governmental, political or community group inquiries, investigations or opposition; or changes in legislation or the political environment generally.

The approvals that are granted may impose terms and conditions, limitations, obligations or costs, or place restrictions on the conduct of the combined company’s business or require changes to the terms of the

34

transactions contemplated by the merger agreement. There can be no assurance that regulators will not impose any such conditions, limitations, obligations or restrictions and that such conditions, limitations, obligations or restrictions will not have the effect of delaying the completion of any of the transactions contemplated by the merger agreement, imposing additional material costs on or materially limiting the revenues of the combined company following the merger or otherwise reduce the anticipated benefits of the merger if the merger were consummated successfully within the expected timeframe. In addition, there can be no assurance that any such conditions, terms, obligations or restrictions will not result in the delay or abandonment of the merger. The completion of the merger is conditioned on the receipt of the requisite regulatory approvals and the expiration of all statutory waiting periods without the imposition of any material burdensome regulatory condition. Additionally, the completion of the merger is conditioned on the absence of certain orders, injunctions or decrees by any court or governmental entity of competent jurisdiction that would prohibit or make illegal the completion of any of the transactions contemplated by the merger agreement.

In addition, despite the parties’ commitments to using their reasonable best efforts to comply with conditions imposed by regulators, under the terms of the merger agreement, neither LINK nor Partners, nor any of their respective subsidiaries, is permitted (without the written consent of the other party), to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the required permits, consents, approvals and authorizations of governmental entities or regulatory agencies that would reasonably be expected to have a material adverse effect on the combined company and its subsidiaries, taken as a whole, after giving effect to the merger and the bank mergers. See “The Merger—Regulatory Approvals” beginning on page 108.

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

The unaudited pro forma condensed combined financial information in this joint proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what the combined company’s actual financial condition or results of operations would have been had the merger been completed on the dates indicated. The unaudited pro forma condensed combined financial information reflects adjustments, which are based upon preliminary estimates, to record the Partners identifiable assets acquired and liabilities assumed at fair value and the resulting goodwill recognized. The merger consideration value allocation reflected in this document is preliminary, and the final allocation thereof will be based upon the value of the actual merger consideration and the fair value of the assets and liabilities of Partners as of the date of the completion of the merger. The unaudited pro forma combined financial information reflects numerous variables, expectations and assumptions available at the time it was prepared as to certain business decisions that are subject to change and does not take into account any circumstances or events occurring after the date it was prepared, including the recent developments and events in the financial services industry and related market volatility. Accordingly, the actual value of the merger consideration may vary significantly from the value used in preparing the unaudited pro forma condensed combined financial information in this document. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this document and no assurances can be given that if the prospective financial information had been prepared as of the date of this joint proxy statement/prospectus, similar assumptions would be used. For more information, see “Unaudited Pro Forma Condensed Combined Financial Statements” beginning on page 134.

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

LINK’s shareholders and Partners shareholders should be aware that some of LINK’s and Partners’ directors and executive officers may have interests in the merger that are different from, or in addition to, those of LINK shareholders and Partners shareholders. These interests may create potential conflicts of interest. The LINK and Partners boards of directors were aware of these respective interests and considered these interests, among other

35

matters, when making their decisions to approve the merger agreement, and in recommending that, in the case of the LINK board of directors, LINK shareholders vote to approve the merger agreement and the LINK charter amendment and, in the case of the Partners board of directors, Partners shareholders vote to approve the merger agreement. For a more complete description of these interests, please see “The Merger—Interests of Certain LINK Directors and Executive Officers in the Merger” beginning on page 99 and “The Merger—Interests of Certain Partners Directors and Executive Officers in the Merger” beginning on page 100.

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

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

These conditions to the closing may not be fulfilled in a timely manner or at all, and, accordingly, the merger may not be completed. In addition, the parties can mutually decide to terminate the merger agreement at any time, before or after the requisite shareholder approvals, or LINK or Partners may elect to terminate the merger agreement in certain other circumstances. For example, Partners previously mutually agreed to terminate its merger agreement with OceanFirst Financial Corp., on November 4, 2021. See “The Merger Agreement—Termination of the Merger Agreement” beginning on page 127.

Failure to complete the merger could negatively impact LINK or Partners.

If the merger is not completed for any reason, including as a result of LINK shareholders failing to approve the LINK merger proposal or the LINK charter amendment proposal, or Partners shareholders failing to approve the Partners merger proposal, there may be various adverse consequences and LINK and/or Partners may experience negative reactions from the financial markets and from their respective customers and employees. For example, LINK’s or Partners’ businesses may have been impacted adversely by the failure to pursue other beneficial opportunities due to the focus of management on the merger, without realizing any of the anticipated benefits of completing the merger. Additionally, if the merger agreement is terminated, the market price of LINK common stock or Partners common stock could decline to the extent that current market prices reflect a market assumption that the merger will be beneficial and will be completed. LINK and/or Partners also could be subject to litigation related to any failure to complete the merger or to proceedings commenced against LINK or Partners to perform their respective obligations under the merger agreement. If the merger agreement is terminated under certain circumstances, either LINK or Partners may be required to pay a termination fee of $6.5 million to the other party.

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

36

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

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

LINK and Partners will be subject to business uncertainties and contractual restrictions while the merger is pending.

Uncertainty about the effect of the merger on employees and customers may have an adverse effect on LINK and Partners. These uncertainties may impair LINK’s or Partners’ ability to attract, retain and motivate key personnel until the merger is completed, and could cause customers and others that deal with LINK or Partners to seek to change existing business relationships with LINK or Partners. In addition, subject to certain exceptions, LINK and Partners have each agreed to operate its business in the ordinary course in all material respects and to refrain from taking certain actions that may adversely affect its ability to consummate the transactions contemplated by the merger agreement on a timely basis without the consent of the other party. These restrictions may prevent LINK and/or Partners from pursuing attractive business opportunities that may arise prior to the completion of the merger. See “The Merger Agreement—Covenants and Agreements” beginning on page 117 for a description of the restrictive covenants applicable to LINK and Partners.

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

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

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

37

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

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

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

The merger agreement contains “no shop” covenants that restrict each of LINK’s and Partners’ ability to, directly or indirectly, among other things, initiate, solicit, knowingly encourage or knowingly facilitate, inquiries or proposals with respect to, or, subject to certain exceptions generally related to the exercise of fiduciary duties by LINK’s and Partners’ respective board of directors, engage in any negotiations concerning, or provide any confidential or non-public information or data relating to, any alternative acquisition proposals. These provisions, which include a $6.5 million termination fee payable under certain circumstances, may discourage a potential third-party acquirer that might have an interest in acquiring all or a significant part of LINK or Partners from considering or proposing that acquisition. For more information, see “The Merger Agreement—Agreement Not to Solicit Other Offers; Termination of the Merger Agreement; Effect of Termination; Termination Fee” and “The Merger Agreement—Meetings; Recommendation of Partners’ and LINK’s Boards of Directors” beginning on pages 125 and 124 respectively.

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

In the merger, Partners shareholders will become LINK shareholders and their rights as shareholders will be governed by Pennsylvania law and the governing documents of the combined company following the merger. The rights associated with LINK common stock are different from the rights associated with Partners common stock. See “Comparison of the Rights of LINK shareholders and Partners Shareholders” beginning on page 148 for a discussion of the different rights associated with LINK common stock.

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

LINK shareholders and Partners shareholders currently have the right to vote in the election of the board of directors and on other matters affecting LINK and Partners, respectively. When the merger is completed, each LINK shareholder and each Partners shareholder will become a holder of common stock of the combined company, with a percentage ownership of the combined company that is smaller than the holder’s percentage ownership of either LINK or Partners individually, as applicable, prior to the consummation of the merger. Based on the number of shares of LINK common stock and Partners common stock outstanding as of the close of business on the respective record dates, and based on the number of shares of LINK common stock expected to be issued in the merger, the former Partners shareholders, as a group, are estimated to own approximately fifty-six percent (56%) of the fully diluted shares of the combined company immediately after the merger and current LINK shareholders as a group are estimated to own approximately forty-four percent (44%) of the fully diluted shares of the combined company immediately after the merger. Because of this, Partners shareholders may have less influence on the management and policies of the combined company than they now have on the management and policies of Partners, and LINK shareholders may have less influence on the management and policies of the combined company than they now have on the management and policies of LINK.

38

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

In connection with the payment of the merger consideration, LINK expects to issue approximately 20.9 million shares of LINK common stock to Partners shareholders. The issuance of these new shares of LINK common stock may result in fluctuations in the market price of LINK common stock, including a stock price decrease.

LINK shareholders and Partners shareholders will not have appraisal rights or dissenters’ rights in the merger.

Appraisal rights (also known as dissenters’ rights) are statutory rights that, if applicable under law, enable shareholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to shareholders in connection with the extraordinary transaction. LINK shareholders and Partners shareholders are not entitled under applicable law to appraisal rights in connection with the merger.

Shareholder litigation could prevent or delay the completion of the merger or otherwise negatively impact the business and operations of LINK and Partners.

Shareholders of LINK and/or of Partners may file lawsuits against LINK, Partners and/or the directors and officers of either company in connection with the merger. One of the conditions to the closing is that no order, injunction or decree issued by any court or governmental entity of competent jurisdiction or other legal restraint preventing the consummation of the merger, the bank mergers or any of the other transactions contemplated by the merger agreement be in effect. If any plaintiff were successful in obtaining an injunction prohibiting LINK or Partners defendants from completing the merger, the bank mergers or any of the other transactions contemplated by the merger agreement, then such injunction may delay or prevent the effectiveness of the merger and could result in significant costs to LINK and/or Partners, including any cost associated with the indemnification of directors and officers of each company. LINK and Partners may incur costs in connection with the defense or settlement of any shareholder lawsuits filed in connection with the merger. Such litigation could have an adverse effect on the financial condition and results of operations of LINK and Partners and could prevent or delay the completion of the merger.

Risks Relating to the Financial Services Industry

Recent events impacting the financial services industry may adversely affect the business of LINK, Partners, and the market price of their common stock.

Recent developments and events in the financial services industry, including the large-scale deposit withdrawals over a short period of time at Silicon Valley Bank, First Republic Bank and Signature Bank that resulted in the failure of those institutions have resulted in decreased confidence in banks among depositors, other counterparties and investors, as well as significant disruption, volatility and reduced valuations of equity and other securities of banks in the capital markets. These events have occurred against the backdrop of a rapidly rising interest rate environment which, among other things, has resulted in unrealized losses in longer duration securities and loans held by banks, more competition for bank deposits and may increase the risk of a potential recession. These events and developments could materially and adversely impact the business or financial condition of LINK and Partners, including through potential liquidity pressures, reduced net interest margins, and potential increased credit losses. These recent events and developments have, and could continue to, adversely impact the market price and volatility of LINK’s and Partners’ common stock. These recent events may also result in changes to laws or regulations governing banks and bank holding companies or result in the impositions of restrictions through supervisory or enforcement activities, including higher capital requirements, which could have a material impact on the businesses of LINK and Partners. The cost of resolving the recent failures may prompt the FDIC to increase its premiums above the recently increased levels or to issue additional special assessments.

39

Risks Relating to LINK’s Business

You should read and consider risk factors specific to LINK’s business that will also affect the combined company after the merger. These risks are described in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of LINK’s Annual Report on Form 10-K for the year ended December 31, 2022 and in other documents incorporated by reference into this joint proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 160 of this joint proxy statement/prospectus for the location of information incorporated by reference into this joint proxy statement/prospectus.

Risks Relating to Partners’ Business

You should read and consider risk factors specific to Partners’ business that will also affect the combined company after the merger. These risks are described in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Partners’ Annual Report on Form 10-K for the year ended December 31, 2022 and in other documents incorporated by reference into this joint proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 160 of this joint proxy statement/prospectus for the location of information incorporated by reference into this joint proxy statement/prospectus.

40

THE LINK SPECIAL MEETING

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

Date, Time and Place of the Meeting

The LINK special meeting will be held virtually via the internet on June 22, 2023 at 10:00 a.m., Eastern Time. The LINK special meeting will be held in a virtual-only meeting format conducted via live webcast. Shareholders may participate in the virtual meeting by accessing https://web.lumiagm.com/230437202.

Matters to Be Considered

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

Recommendation of LINK’s Board of Directors

The LINK board of directors recommends that you vote “FOR” the LINK merger proposal, “FOR” the LINK charter amendment proposal, and “FOR” the LINK adjournment proposal. See “The Merger—LINK’s Reasons for the Merger; Recommendation of LINK’s Board of Directors” beginning on page 65 for a more detailed discussion of the LINK board of directors’ recommendation.

Record Date and Quorum

The LINK board of directors has fixed the close of business on May 5, 2023 as the record date for the determination of LINK shareholders entitled to notice of and to vote at the LINK special meeting. As of the LINK record date, there were 16,228,440 shares of LINK common stock outstanding.

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

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

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

41

As of the close of business on the record date, LINK’s directors and executive officers and their affiliates were entitled to vote an aggregate of 3,017,985 shares of LINK common stock at the special meeting, which represents approximately 18.60% of the issued and outstanding shares of LINK common stock entitled to vote at the special meeting.

Each director of LINK, solely in such director’s capacity as a shareholder of LINK, has entered into a support and voting agreement with Partners requiring each of them to vote all shares of LINK common stock owned by such director in favor of the LINK merger proposal and the LINK charter amendment proposal. As of the record date, these directors held 2,695,998 shares of LINK common stock, which represented approximately 16.61% of the outstanding shares of LINK common stock.

Broker Non-Votes

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

Vote Required; Treatment of Abstentions and Failure to Vote

LINK merger proposal:

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

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

LINK charter amendment proposal:

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

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

LINK adjournment proposal:

Vote required: If a quorum is present at the LINK special meeting, approval of the LINK adjournment proposal requires the affirmative vote of a majority of the votes cast affirmatively or negatively by the LINK shareholders

42

at the LINK special meeting. In the absence of a quorum at the LINK special meeting, approval of the LINK adjournment proposal requires the affirmative vote of a majority of the shares of LINK common stock present at the LINK special meeting and entitled to vote on the LINK adjournment proposal.

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

Attending the Virtual Special Meeting

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

If you are a record holder, you will be able to attend the LINK special meeting online, ask questions and vote during the meeting by visiting https://web.lumiagm.com/230437202 and following the instructions. Please have your control number, which can be found on your notice, proxy card or voting instruction form, to access the meeting. The password for the meeting is linkbancorp2023.

If you are a beneficial owner of LINK common stock, in order to participate in the LINK special meeting, you must first obtain a legal proxy from your broker, bank or other nominee reflecting the number of shares of LINKBANCORP, Inc. common stock you held as of the record date, your name and email address. You then must submit a request for registration to American Stock Transfer & Trust Company, LLC: (1) by email to proxy@astfinancial.com; (2) by fax to 718-765-8730 or (3) by mail to American Stock Transfer & Trust Company, LLC, Attn: Proxy Tabulation Department, 6201 15th Avenue, Brooklyn, NY 11219. Requests for registration must be labeled as “Legal Proxy” and be received by American Stock Transfer & Trust Company, LLC no later than 5:00 p.m. Eastern Time on June 15, 2023. Please review this information prior to the LINK special meeting to ensure you have access. See “—Shares Held in Street Name” below for further information.

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

Proxies

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

43

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

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

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

Shares Held in Street Name

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

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

Revocability of Proxies

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

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

Attendance virtually at the LINK special meeting will not in and of itself constitute revocation of a proxy. A revocation or later-dated proxy received by LINK after the vote will not affect the vote. Written notices of

44

revocation and other communications regarding the revocation of your proxy should be addressed to: LINKBANCORP, Inc., 1250 Camp Hill Bypass, Suite 202, Camp Hill, PA 17011, Attention: Corporate Secretary. If the LINK virtual special meeting is postponed or adjourned, it will not affect the ability of LINK shareholders of record as of the record date to exercise their voting rights or to revoke any previously granted proxy using the methods described above.

Delivery of Proxy Materials

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

LINK will promptly deliver, upon oral or written request, a separate copy of the joint proxy statement/prospectus to any LINK shareholder residing at an address to which only one (1) copy of such document was mailed. Requests for additional copies should be directed to LINK’s proxy solicitor, Alliance Advisors at the following address: 200 Broadacres Drive, 3rd Floor, Bloomfield, NJ 07003, or by calling toll-free at 888-511-2642.

Solicitation of Proxies

LINK and Partners will share equally the expenses incurred in connection with the printing and mailing of this joint proxy statement/prospectus. To assist in the solicitation of proxies, LINK has retained Alliance Advisors, and will pay them a fee of $15,000 which includes expenses for these services. LINK and its proxy solicitor may also request banks, brokers, trustees and other intermediaries holding shares of LINK common stock beneficially owned by others to send this document to, and obtain proxies from, the beneficial owners and may reimburse such record holders for their reasonable out-of-pocket expenses in so doing. Solicitation of proxies by mail may be supplemented by telephone and other electronic means, advertisements and personal solicitation by the directors, officers or employees of LINK. No additional compensation will be paid to LINK’s directors, officers or employees for solicitation.

Other Matters to Come Before the LINK Special Meeting

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

Assistance

If you need assistance in completing your proxy card, have questions regarding LINK’s special meeting or would like additional copies of this joint proxy statement/prospectus, please contact LINKBANCORP, Inc., 1250 Camp Hill Bypass, Suite 202, Camp Hill, PA 17011, telephone (855) 569-2265, or LINK’s proxy solicitor, Alliance Advisors at the following address: 200 Broadacres Drive, 3rd Floor, Bloomfield, NJ 07003, or by calling toll-free at 888-511-2642.

45

LINK PROPOSALS

as voting and liquidation rights, of the shares of common stock currently outstanding. Under the LINK charter, LINK’s shareholders do not have pre-emptive rights. Therefore, should the LINK board of directors elect to issue additional shares of common stock, existing common shareholders would not have any preferential rights to purchase those shares, and such issuance could have a dilutive effect on earnings per share, book value per share, and the voting power and shareholdings of current shareholders, depending on the particular circumstances in which the additional shares of common stock are issued. Please see “Description of LINK Capital Stock” included elsewhere in this joint proxy statement/prospectus for a description of LINK capital stock and the rights of LINK shareholders. The LINK board of directors continually considers LINK’s capital structure and will determine the terms and timing of any future issuance. Other than in connection with the merger and pursuant to the LINK benefit plans, LINK does not have any current plans to issue shares of common stock at this time.

The amendment to the LINK charter will become effective on or prior to the effective time of the merger, and is not contingent on the completion of the merger. However, at any time prior to the effectiveness of the filing of the articles of amendment with the Department of State of the Commonwealth of Pennsylvania, the LINK board of directors may abandon the charter amendment without further action of the LINK shareholders, notwithstanding prior authorization of the charter amendment proposal by the LINK shareholders.

The foregoing description of the amendment to the LINK charter does not purport to be complete and is qualified in its entirety by reference to the full text of the articles of amendment, which is attached as Annex D to this joint proxy statement/prospectus.

The LINK board of directors unanimously recommends a vote “FOR” the LINK charter amendment proposal.

THE PARTNERS SPECIAL MEETING

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

Date, Time and Place of the Meeting

The Partners special meeting will be held virtually via the internet on June 22, 2023 at 10:00 am, Eastern Time. The Partners special meeting will be held in a virtual-only meeting format conducted via live webcast. Shareholders may participate in the virtual meeting by accessing https://meetnow.global/MMJHUXM.

Matters to Be Considered

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

Recommendation of Partners’ Board of Directors

The Partners board of directors recommends that you vote “FOR” the Partners merger proposal, “FOR” the Partners compensation proposal and “FOR” the Partners adjournment proposal. See “The Merger—Partners’ Reasons for the Merger; Recommendation of Partners’ Board of Directors” beginning on page 80 for a more detailed discussion of the Partners board of directors’ recommendation.

Record Date and Quorum

The Partners board of directors has fixed the close of business on April 28, 2023 as the record date for the determination of Partners shareholders entitled to notice of and to vote at the Partners special meeting. As of the Partners record date, there were 17,985,577 shares of Partners common stock outstanding.

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

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

As of the close of business on the record date, Partners directors and executive officers and their affiliates were entitled to vote an aggregate of 8,027,695 shares of Partners common stock at the special meeting, which represents approximately 44.63% of the issued and outstanding shares of Partners common stock entitled to vote at the special meeting.

Each director of Partners, solely in such director’s capacity as a shareholder of Partners, has entered into a support and voting agreement with LINK requiring each of them to vote all shares of Partners common stock

48

owned by such director in favor of the Partners merger proposal. As of the record date, these directors held 7,843,508 shares of Partners common stock, which represented approximately 43.61% of the outstanding shares of Partners common stock.

Broker Non-Votes

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

Vote Required; Treatment of Abstentions and Failure to Vote

Partners merger proposal:

Vote required: Approval of the Partners merger proposal requires the affirmative vote of at least two-thirds of all of the votes entitled to be cast at the special meeting by the holders of shares of Partners common stock entitled to vote at the special meeting. Approval of the Partners merger proposal is a condition to the completion of the merger.

Effect of abstentions and failure to vote: If you are present at the Partners special meeting and abstain from voting, or respond by proxy with an “ABSTAIN,” it will have the same effect as a vote “AGAINST” the Partners merger proposal. If you are not present at the Partners special meeting and do not respond by proxy or do not provide your bank, broker, trustee or other nominee with instructions, as applicable and as may be required, it will have the same effect as a vote “AGAINST” the merger proposal.

Partners compensation proposal:

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

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

Partners adjournment proposal:

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

49

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

Attending the Virtual Special Meeting

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

If you are a record holder, you will be able to attend the Partners special meeting online, ask questions and vote during the meeting by visiting https://meetnow.global/MMJHUXM and following the instructions. To attend the special meeting and be able to submit questions and to vote, you will need to review the information, including the control number, included on your proxy card or on the instructions that accompany your proxy materials.

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance using the instructions provided in accompanying proxy materials. If you do not have your control number, you may attend the special meeting as a guest (non-shareholder), but you will not have the ability to vote your shares or submit questions during the special meeting. See “—Shares Held in Street Name” below for further information.

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

Proxies

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

Partners requests that Partners shareholders vote by telephone, over the internet or by completing and signing the accompanying proxy card and returning it to Partners as soon as possible in the enclosed postage-paid envelope.

50

When the accompanying proxy card is returned properly executed, the shares of Partners common stock represented by it will be voted at the Partners special meeting in accordance with the instructions contained on the proxy card. If you make no specification on your proxy card as to how you want your shares voted before signing and returning it, your proxy will be voted “FOR” the Partners merger proposal, “FOR” the Partners compensation proposal and “FOR” the Partners adjournment proposal.

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

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

Shares Held in Street Name

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

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

Revocability of Proxies

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

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

Attendance virtually at the Partners special meeting will not in and of itself constitute revocation of a proxy. A revocation or later-dated proxy received by Partners after the vote will not affect the vote. Written notices of revocation and other communications regarding the revocation of your proxy should be addressed to Partners Bancorp, 2245 Northwood Drive, Salisbury, Maryland 21801, Attention: Betsy J. Eicher, Corporate Secretary. If the Partners virtual special meeting is postponed or adjourned, it will not affect the ability of Partners shareholders of record as of the record date to exercise their voting rights or to revoke any previously granted proxy using the methods described above.

51

Delivery of Proxy Materials

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

Partners will promptly deliver, upon oral or written request, a separate copy of the joint proxy statement/prospectus to any Partners shareholder residing at an address to which only one (1) copy of such document was mailed. Requests for additional copies should be directed to Partners’ proxy solicitor, Regan & Associates, at the following address: 505 Eighth Avenue, Suite 800, New York, New York 10018, or by telephone at 212-587-3005.

Solicitation of Proxies

LINK and Partners will share equally the expenses incurred in connection with the printing and mailing of this joint proxy statement/prospectus. To assist in the solicitation of proxies, Partners has retained Regan & Associates, and will pay them a fee of $24,000 plus reasonable expenses for these services. Partners and its proxy solicitor may also request banks, brokers, trustees and other intermediaries holding shares of Partners common stock beneficially owned by others to send this document to, and obtain proxies from, the beneficial owners and may reimburse such record holders for their reasonable out-of-pocket expenses in so doing. Solicitation of proxies by mail may be supplemented by telephone and other electronic means, advertisements and personal solicitation by the directors, officers or employees of Partners. No additional compensation will be paid to Partners’ directors, officers or employees for solicitation.

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

Other Matters to Come Before the Partners Special Meeting

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

Assistance

If you need assistance in completing your proxy card, have questions regarding Partners’ special meeting or would like additional copies of this joint proxy statement/prospectus, please contact 2245 Northwood Drive, Salisbury, Maryland 21801, (410) 548-1100 or Partners’ proxy solicitor, Regan & Associates, at the following address: 505 Eighth Avenue, Suite 800, New York, New York 10018, or by telephone at 212-587-3005.

52

PARTNERS PROPOSALS

PROPOSAL 1: PARTNERS MERGER PROPOSAL

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

After careful consideration, the Partners board of directors, by a unanimous vote of all directors, approved the merger agreement and declared the merger agreement and the transactions contemplated thereby, including the merger, to be advisable and in the best interest of Partners and Partners shareholders. See “The Merger—Partners’ Reasons for the Merger; Recommendation of Partners’ Board of Directors” beginning on page 80 for a more detailed discussion of the Partners board of directors’ recommendation.

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

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

PROPOSAL 2: PARTNERS COMPENSATION PROPOSAL

Pursuant to Section 14A of the Exchange Act and Rule 14a-21(c) thereunder, Partners is seeking a non-binding, advisory shareholder approval of the compensation of Partners’ named executive officers that is based on or otherwise relates to the merger as disclosed in the section entitled “The Merger—Interests of Certain Partners Directors and Executive Officers in the Merger—Potential Payments and Benefits to Partners’ Named Executive Officers in Connection with the Merger” beginning on page 103. The proposal gives Partners shareholders the opportunity to express their views on the merger-related compensation of Partners’ named executive officers.

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

“RESOLVED, that the compensation that will or may be paid or become payable to the Partners named executive officers, in connection with the merger, and the agreements or understandings pursuant to which such compensation will or may be paid or become payable, in each case as disclosed pursuant to Item 402(t) of Regulation S-K in “Interests of Certain Partners Directors and Executive Officers in the Merger—Potential Payments and Benefits to Partners’ Named Executive Officers in Connection with the Merger,” are hereby APPROVED.”

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

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

PROPOSAL 3: PARTNERS ADJOURNMENT PROPOSAL

The Partners special meeting may be adjourned to another time or place, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Partners special meeting to approve the Partners

53

merger proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to Partners shareholders.

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

In this proposal, Partners is asking Partners shareholders to authorize the holder of any proxy solicited by the Partners board of directors on a discretionary basis (i) if there are not sufficient votes at the time of the Partners special meeting to approve the Partners merger proposal or (ii) if necessary or appropriate to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to Partners shareholders, to vote in favor of adjourning the Partners special meeting to another time and place for the purpose of soliciting additional proxies, including the solicitation of proxies from Partners shareholders who have previously voted. Pursuant to the Partners bylaws, the Partners special meeting may be adjourned without new notice being given, but if the adjournment is for more than one hundred and twenty days (120) days or if a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting must be given to each shareholder of record entitled to vote at the meeting.

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

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

54

INFORMATION ABOUT THE COMPANIES

LINK

LINKBANCORP, Inc. was incorporated under the laws of the Commonwealth of Pennsylvania on April 6, 2018 and is a bank holding company under the Bank Holding Company Act of 1956, as amended, and is subject to primary regulation by the Federal Reserve Board. In October 2018, LINK completed the acquisition of Stonebridge Bank, which was subsequently renamed LINKBANK.

On December 10, 2020, LINK and its wholly owned subsidiary, LINKBANK, and GNB Financial Services, Inc. (“GNBF”) and its wholly owned subsidiary, The Gratz Bank entered into an Agreement and Plan of Merger pursuant to which GNBF merged with and into LINK with LINK as the surviving corporation and LINKBANK merged with and into The Gratz Bank, with The Gratz Bank as the surviving institution (collectively, the “Gratz merger”). The Gratz merger was consummated effective September 18, 2021. In September 2022, LINK completed its initial public offering raising approximately $34.7 million in net proceeds. LINK common stock is now listed on the Nasdaq Capital Market under the trading symbol “LNKB” and LINK is subject to Nasdaq’s rules for listed companies. Effective November 4, 2022, The Gratz Bank legally changed its name to LINKBANK.

LINKBANK, a Pennsylvania-chartered bank, is subject to regulation and supervision by the Pennsylvania Department of Banking and Securities (the “PADOBS”) and the Federal Deposit Insurance Corporation (“FDIC”). LINK is LINKBANK’s sole shareholder. LINKBANK is a full-service commercial bank providing personal and business lending and deposit services to individuals, families, nonprofit and business clients throughout Central and Southeastern Pennsylvania, primarily through its digital presence on the internet and ten client solutions centers in Chester, Cumberland, Dauphin, Lancaster, Northumberland and Schuylkill counties, and loan production offices in Chester and York Counties.

As of December 31, 2022, LINK had total consolidated assets of approximately $1.16 billion, total loans of approximately $927.8 million, total deposits of approximately $946.8 million and total consolidated shareholders’ equity of approximately $138.6 million.

On February 21, 2023, LINK entered into investment agreements with certain directors of LINK as well as other accredited investors under which it issued and sold 1,282,052 shares of LINK common stock, at a price of $7.80 per share. The shares were issued on February 21, 2023, in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, and Regulation D of the rules and regulations promulgated thereunder. The offering resulted in gross proceeds of $10.0 million.

LINKBANCORP’s principal executive offices are located at 1250 Camp Hill Bypass, Suite 202, Camp Hill, PA 17011, its phone number is 855-569-2265 and its website is ir.linkbancorp.com. Additional information about LINK and its subsidiaries is included in documents incorporated by reference in this joint proxy statement/prospectus.

Partners

Partners is a Maryland corporation and multi-bank holding company for The Bank of Delmarva, a Delaware chartered state member bank, which is headquartered in Seaford, Delaware, and Virginia Partners Bank, a Virginia chartered state member bank, which is headquartered in Fredericksburg, Virginia. Partners was incorporated on January 6, 1988 under the general corporation law of Maryland for the purpose of becoming a bank holding company for TBOD. Partners acquired VPB on November 15, 2019. Partners is subject to primary regulation by the Federal Reserve Board. TBOD is subject to primary regulation and supervision by the Federal Reserve Board and the DE Bank Commissioner and Partners is subject to primary regulation by the Federal Reserve Board and the VA BFI. In addition, TBOD is subject to regulation by the MD OCFR and the New Jersey Department of Banking and Insurance (the “NJDOBI”) and both TOBD and VPB are subject to regulation by the FDIC.

55

TBOD currently operates 15 full-service banking offices, located in Delmar, Salisbury and Ocean City, Maryland and Laurel, Dagsboro, and Rehoboth, Delaware, and Cherry Hill, Evesham and Moorestown, New Jersey. Delmarva Bank’s branches in Cherry Hill, Evesham, and Moorestown, New Jersey are operated under the name “Liberty Bell Bank, a Division of The Bank of Delmarva.” TBOD’s main office is located at 910 Norman Eskridge Highway, Seaford, Delaware 19973.

VPB has three full-service banking offices in Fredericksburg, Virginia and one full-service branch and commercial banking office in Reston, Virginia. In Maryland, VPB trades under the name “Maryland Partners Bank (a division of Virginia Partners Bank),” and operates a full-service branch and commercial banking office in La Plata, Maryland and a loan production office in Annapolis, Maryland. VPB’s main office is located at 410 William Street, Fredericksburg, Virginia 22401.

Partners common stock is listed on the Nasdaq Capital Market under the trading symbol “PTRS.”

Partners principal executive offices are located at 2245 Northwood Drive, Salisbury, Maryland 21801 and its telephone number at that location is (410) 548-1100. Partners’ website is https://www.partnersbancorp.com/. Additional information about Partners and its subsidiaries is included in documents incorporated by reference in this joint proxy statement/prospectus.

56

THE MERGER

This section of the joint proxy statement/prospectus describes material aspects of the merger. This summary may not contain all of the information that is important to you. You should carefully read this entire joint proxy statement/prospectus and the other documents we refer you to for a more complete understanding of the merger. In addition, we incorporate important business and financial information about each of us into this document by reference. You may obtain the information incorporated by reference into this document without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 160.

Terms of the Merger

Each of LINK’s and Partners’ respective board of directors has approved the merger agreement. The merger agreement provides that, pursuant to the terms and subject to the conditions set forth in the merger agreement, Partners will merge with and into LINK, with LINK as the surviving entity, which is referred to as the merger. Immediately following the merger, TBOD will merge with and into LINKBANK, with LINKBANK as the surviving bank, which is referred to as the TBOD bank merger. Immediately following the TBOD bank merger, VPB will merge with and into LINKBANK with LINKBANK as the surviving bank, which is referred to as the VPB bank merger.

Each share of Partners common stock issued and outstanding immediately prior to the effective time, except for certain shares owned by LINK or Partners (subject to certain exceptions described in the merger agreement), will be converted into the right to receive 1.150 shares of LINK common stock. Partners shareholders who would otherwise be entitled to a fraction of a share of LINK common stock in the merger will instead receive, for the fraction of a share, an amount in cash (rounded to the nearest cent) based on the LINK closing share value.

LINK shareholders are being asked to approve the LINK merger proposal and the LINK charter amendment proposal, and Partners shareholders are being asked to approve the Partners merger proposal. See the section entitled “The Merger Agreement” beginning on page 112 for additional and more detailed information regarding the legal documents that govern the merger, including information about the conditions to the completion of the merger and the provisions for terminating or amending the merger agreement.

Background of the Merger

As part of the ongoing oversight and management of their respective companies, each of the LINK and Partners boards and executive management teams regularly review and assess their respective companies’ long-term strategic goals and opportunities and their respective companies’ performance and prospects in light of competitive and other relevant developments, as part of their continuous efforts to enhance value for their respective shareholders and to deliver the best possible services and support to their respective customers and communities. For each company, these reviews have included periodic discussions regarding potential transactions that could further their strategic objectives and the potential benefits and risks of any such transactions, and at certain points in the past, have resulted in completed strategic transactions.

The Partners board has regularly reviewed and discussed Partners’ business strategy, performance and prospects in the context of the national and local economic environment, developments in the competitive landscape, and also in the context of the share exchange transaction that resulted in the combination of VPB and Delmar Bancorp (which survived and was renamed Partners Bancorp) in 2019. Among other things, these reviews and discussions have included possible strategic transactions available to Partners, such as potential acquisitions of, and business combinations with, other financial institutions. Certain of these reviews and discussions included analyses of the mergers and acquisitions environment, including multiples and premiums being paid, and an assessment of potential partners for Partners. In connection with the evaluation of these strategic alternatives, members of the Partners executive management team and certain directors of Partners, including Director

57

Michael W. Clarke, and Director Kenneth R. Lehman, have had informal discussions with representatives of other financial institutions.

During Spring 2021, the Partners board and Partners’ executive management engaged in a series of discussions during executive sessions of regularly scheduled meetings of the Partners board regarding Partners’ corporate strategy, including the then-planned transition of executive leadership from Mr. Lloyd B. Harrison, III, who was then serving as Chief Executive officer of Partners, to Mr. John W. Breda, who was then serving as President and Chief Operating Officer of Partners, Partners’ strategy as an independent financial institution, and potential strategic transactions.

During late May and early June 2021, Mr. Harrison engaged in a series of discussions with Mr. Jeffrey F. Turner, Chairman of the Partners board, Mr. George P. Snead, Vice Chairman of the Partners board, Mr. Lehman and Mr. Clarke regarding Partners, its current operations and strategy, and its strategic alternatives. Following these discussions, Mr. Harrison discussed these topics with a representative of Piper Sandler and, with the support of Chairman Turner, Vice Chairman Snead, Mr. Lehman and Mr. Clarke, requested that Piper Sandler begin to undertake an analysis of strategic alternatives available to Partners, including conducting a “market check” with respect to a potential strategic merger or a sale of the company. During June 2021, the executive management team of Partners met multiple times to discuss the review of strategic alternatives, and Messrs. Harrison, Breda, Snead and Turner held individual meetings with Partners directors regarding these discussions. Also during June 2021, representatives of Partners and another bank (which we refer to as “Bank 1”) held targeted discussions pursuant to a preexisting nondisclosure agreement between the parties regarding a potential strategic transaction.

In July 2021, Partners engaged Piper Sandler to perform a range of financial advisory services related to a review of strategic alternatives available to Partners. In late July 2021, representatives of Piper Sandler made a presentation to the Partners board regarding strategic alternatives potentially available to Partners, and outlined a proposed “market check” process to identify potential merger or acquisition partners. The Partners board then authorized Piper Sandler to proceed with the “market check” process, which was completed by late August 2021. As part of this “market check” process representatives of Piper Sandler discussed a potential strategic transaction involving Partners with 31 potential counterparties, 14 of which executed nondisclosure agreements and 3 of which, including Bank 1 and OceanFirst Financial Corporation (“OceanFirst”), submitted preliminary non-binding indications of interest (each of which we refer to as an “IOI”) by the end of August, 2021.

In early September 2021, representatives of Piper Sandler presented the results of the “market check” process to the Partners board. Representatives of Piper Sandler also presented to the Partners board (a) an analysis of Partners’ stand-alone business operations and financial projections, and (b) an analysis of market trends and dynamics in financial institutions mergers and acquisitions.

On or around September 2, 2021, OceanFirst submitted an IOI to acquire Partners, which was slightly revised from the terms of an initial IOI that was submitted by OceanFirst, and which contemplated, among other things, an indicative purchase price of $10.00 per Partners common stock in the form of an election for Partners shareholders to receive either (i) 0.4737 shares of OceanFirst common stock or (ii) $10.00 in cash for each share of Partners common stock, subject to no more than forty percent (40%) of Partners common stock being entitled to receive the cash consideration. On September 8, 2021, the Partners board convened a special meeting to discuss the strategic alternatives available to Partners and the three IOIs that had been received, and at such meeting representatives of Troutman Pepper discussed with the Partners board each director’s fiduciary duties and the applicable standard of director conduct under Maryland law. On September 13, 2021, the Partners board held another special meeting to discuss the IOIs that had been received, the financial characteristics of a strategic transaction with the interested potential counterparties, and the other strategic alternatives available to Partners. The Partners board discussed strategic alternatives related to, among other things, organic growth by Partners on a stand-alone basis, one or more acquisitions of smaller or similarly-sized financial institutions, or a sale of Partners which could follow the process initiated by Piper Sandler at Partners’ request. After considering the strategic alternatives available to Partners, the Partners board unanimously determined that it would be in the best

58

interests of Partners and its shareholders to execute an IOI with OceanFirst in the form received on September 2, 2021. Partners and OceanFirst executed the IOI on September 13, 2021.

On September 18, 2021, LINK completed a merger with GNB Financial Services, Inc. and its wholly-owned subsidiary, The Gratz Bank, nearly doubling LINK’s asset size to approximately $979 million at September 30, 2021 and achieving critical mass in the Central Pennsylvania market.    

Following execution of the IOI, during September 2021 and October 2021, Partners and OceanFirst engaged in their respective due diligence reviews in connection with that proposed transaction and focused significant attention on each party’s financial performance, employee matters, loan portfolios and asset quality, as well as key markets and integration matters. Also during September and October 2021, Partners’ executive management team, with assistance of representatives of Piper Sandler and Troutman Pepper, analyzed the impact of a potential strategic transaction on a team of commercial bankers that was recently hired by Partners, and on Mr. Clarke who had made and continued to make important contributions to this recently-hired team and the Northern Virginia operations of Partners on behalf of Partners’ leadership.

Beginning in mid-October 2021, Partners, OceanFirst and their respective financial and legal advisors negotiated a merger agreement with respect to that proposed transaction. During late October 2021, the parties and their respective advisors engaged in multiple conversations regarding that proposed transaction and its financial characteristics, which resulted in a revised exchange ratio of 0.4512. On November 3, 2021, the board of directors of each of Partners and OceanFirst held a special meeting to discuss and approve the proposed transaction and merger agreement. Then, on November 4, 2021, Partners and OceanFirst finalized and executed the merger agreement and announced that proposed transaction.

Following November 4, 2021 and continuing through early November 2022, Partners and OceanFirst diligently sought satisfaction of the closing conditions for that proposed transaction, submitting all necessary regulatory applications and seeking approval of such proposed transaction from shareholders of Partners. On March 9, 2022, shareholders of Partners approved that proposed transaction. Following receipt of such approval, OceanFirst and Partners continued to pursue the necessary regulatory approvals including from the Federal Reserve and the Office of the Comptroller of the Currency (the “OCC”).

Beginning during the summer of 2022, the executive management and board of directors of Partners began having significant concerns regarding the changing bank regulatory environment and the lack of progress by the Federal Reserve and the OCC in processing OceanFirst’s applications regarding that proposed transaction. In addition, while the proposed transaction between Partners and OceanFirst remained under consideration by the federal bank regulatory agencies, various third parties approached members of Partners’ executive management, and also certain representatives of Partners, to determine if the proposed merger with OceanFirst was going to receive regulatory approval and to indicate potential interest in a negotiated transaction with Partners in the event that the proposed merger with OceanFirst did not close. In light of the exclusivity obligations contained in the merger agreement between Partners and OceanFirst, in each instance either members of Partners executive management, or a representative of Partners, as applicable, indicated that Partners was continuing to work diligently with OceanFirst to obtain the necessary regulatory approvals and consummate the proposed transaction with OceanFirst.

While Partners and OceanFirst continued to seek the necessary regulatory approvals for that proposed transaction, no assurances could be obtained that the regulatory approvals would be forthcoming in a reasonably timely manner or at all. The board and executive management of Partners believed that the merger agreement with OceanFirst continued to provide an attractive result for Partners’ shareholders if regulatory approvals could be obtained in a reasonably timely manner. However, beginning in mid-August 2022, the Partners board began anticipating that the regulatory review process could extend beyond the “outside date” of November 4, 2022 that was contained in the merger agreement with OceanFirst, after which either party would be able to unilaterally terminate such merger agreement without penalty. At that time, the Partners board preferred, if the merger with

59

OceanFirst could not be consummated prior to that outside date, to have some comfort that an alternative transaction may be available to Partners.

Beginning in late August 2022, Mr. Harrison discussed the delay in regulatory reviews and related concerns of the Partners board with Mr. Christopher D. Maher, Chief Executive Officer of OceanFirst. During that conversation, Mr. Harrison and Mr. Maher discussed a proposal that Partners may contact a limited number of third parties to gauge their potential interest in an alternative strategic transaction while the merger agreement between Partners and OceanFirst remained in effect, so long as Partners was prohibited from entering into an agreement for an alternative strategic transaction with a third party while the merger agreement with OceanFirst remained in effect. The boards of OceanFirst and Partners approved this limited waiver of the exclusivity provisions contained in the merger agreement, and such limited exclusivity waiver was effective on October 1, 2022.

In September 2022, LINK completed its initial public offering, resulting in net proceeds of $34.7 million. During the IPO process, LINK highlighted its opportunistic mergers and acquisitions strategy, as well as perceived growth opportunities in Maryland and northern Virginia.

In October 2022 representatives of Piper Sandler reached out to a limited number of banks familiar with Partners to gauge their interest in a possible alternative transaction, if the merger with OceanFirst could not be consummated in a reasonably timely manner or at all. Partners also prepared a data room to help potential interested parties assess Partners’ condition and prospects as part of the diligence process. During this time, Partners executed a nondisclosure agreement with one potential counterparty. This nondisclosure agreement contained a targeted standstill provision that Partners believed would incentivize this potential counterparty to make its best bids with respect to a possible alternative transaction, thus maximizing shareholder value.

On October 20, 2022, Mr. Turner, Mr. Snead, Mr. Harrison and Mr. Breda met with the Chief Executive Officer and Chief Financial Officer of another bank (which we refer to as “Bank 2”) to determine Bank 2’s level of interest in merging with Partners if the proposed transaction with OceanFirst was not consummated. Bank 2 had been identified as a key potential merger partner by the executive management and board of Partners, as well as by representatives of Piper Sandler. On October 26, 2022, representatives of Piper Sandler learned that Bank 2 was already engaged on an alternate strategic transaction and therefore would not be pursuing a potential transaction with Partners in the near or intermediate term.

On October 27, 2022, the LINK board of directors met and reviewed LINK’s strategic plan, including LINK’s strategy with respect to mergers and acquisitions and the potential to build shareholder value through strategic whole bank, branch and non-bank acquisitions.

In early November 2022, Mr. Harrison learned from Mr. Maher that there had been no substantive updates regarding OceanFirst’s pending regulatory applications with the Federal Reserve and the OCC, and that Mr. Maher could not give any assurance regarding the potential timelines for the regulatory review and approval processes. Effective November 9, 2022, the boards of directors of Partners and OceanFirst approved termination of the merger agreement. On November 9, 2022, OceanFirst and Partners entered into a mutual termination agreement pursuant to which, among other things, OceanFirst and Partners mutually agreed to terminate the merger agreement between the parties and the transactions contemplated thereby, and to mutually release each other from any claims of liability to one another relating to the merger agreement and the terminated transactions.

On November 11, 2022, Mr. Lehman met with LINK CEO Andrew Samuel, with whom he previously served on the board of directors of another Pennsylvania bank, and discussed developments in the banking industry generally, including the termination of Partners’ agreement with OceanFirst. In the course of this meeting, Mr. Samuel and Mr. Lehman discussed the potential of a strategic business combination of LINK and Partners. Mr. Lehman referred Mr. Samuel to representatives of Piper Sandler in order to further explore this possibility. The meeting did not involve any proposal or discussion of any terms of a potential combination transaction.

60

Mr. Samuel contacted representatives of Piper Sandler and thereafter, on November 17, 2022, Mr. Samuel and LINK’s President, Carl Lundblad, met with Mr. Turner to explore a potential combination of LINK and Partners. No transaction or proposal terms were discussed at the meeting.

In early November 2022 and at direction of the Partners board, representatives of Piper Sandler began an updated, broad “market check” process to identify potential merger or acquisition partners for Partners and give the Partners board an updated view of the company’s value in a sale or merger transaction. This “market check” process was completed by early January 2023, with 35 potential counterparties contacted of which two, including LINK, submitted preliminary non-binding IOIs by January 5, 2023. During this process, seven potential counterparties, including LINK and Bank 3 (defined below) executed nondisclosure agreements that contained targeted standstill provisions that Partners believed would incentivize potential counterparties to make their best bids with respect to a possible strategic transaction, thus maximizing shareholder value.

At a regularly scheduled meeting on December 22, 2022, Mr. Samuel updated the LINK board of directors regarding discussions with Partners and noted that LINK had been invited to submit an IOI for a potential combination. LINK had completed a preliminary due diligence review of Partners which included a review of certain materials provided in a virtual data room. Management reviewed information related to a potential combined organization, including a preliminary financial model setting out assumed terms of a combination and the resulting key pro forma metrics. Management also reviewed with the LINK board a draft of a non-binding preliminary indication of interest that LINK management proposed to submit to Partners and discussed pricing, corporate governance and market structure, board composition, dividends, senior management roles and other employee considerations. The LINK board of directors authorized LINK management to submit the proposed IOI to Partners and appointed a special mergers and acquisitions committee to respond to items that may arise with respect to the proposal between regular board meetings. The committee consisted of Andrew Samuel, Joseph C. Michetti, Jr., George Parmer, David H. Koppenhaver and William E. Pommerening.

On or around January 5, 2023, a bank (to which we refer as “Bank 3”) submitted an IOI with respect to a merger transaction that would have been part of larger-scale organizational changes. This proposed transaction would have paid Partners shareholders consideration in shares of Bank 3 stock, valued at approximately $6.18 to $6.65 per share based on then-current market prices, or between $8.90 and $12.55 per share if certain financial projections and trading multiples were achieved and certain implied value metrics were appropriate.

On or around January 5, 2023, LINK submitted an initial IOI for a merger transaction with Partners. LINK’s initial IOI contemplated, among other things, a fixed exchange ratio of 1.110 shares of LINK common stock for each share of Partners common stock, representing an indicative purchase price per share of $10.43 per share of Partners common stock (based on market prices as of January 4, 2023). LINK’s IOI also proposed an exclusivity period of 45 days during which the parties would conduct customary due diligence, engage in discussions about the value of combining their companies and negotiate transaction documents. In addition, LINK’s IOI provided that Mr. Turner would serve as Vice Chairman of the combined company and would serve as Chairman of the combined company beginning on the second anniversary of the consummation of the proposed merger, and that each director of Partners would be invited to join the combined company’s board of directors.

On January 10, 2023, the Partners board held a special meeting to discuss the IOIs that had been received from LINK and Bank 3, the financial characteristics of a strategic transaction with the interested potential counterparties, the likelihood that transactions with such parties could be completed successfully and the relative timeframes for such completion, and the other strategic alternatives available to Partners. The Partners board discussed strategic alternatives related to, among other things, organic growth by Partners on a stand-alone basis, one or more acquisitions of smaller or similarly-sized financial institutions, or a sale of Partners which could follow the process initiated by Piper Sandler at Partners’ request. Representatives of Piper Sandler discussed each IOI in detail with the Partners board and, after significant deliberation and considering the strategic alternatives available to Partners, the Partners board determined to continue exploring a possible merger transaction with LINK and instructed Piper Sandler to request that LINK revise its IOI to, among other things, increase the

61

exchange ratio from 1.110x to 1.150x. The Partners board determined not to pursue a potential merger transaction with Bank 3, including in light of the board’s conclusion that this proposed transaction presented significantly greater execution risk than a potential merger transaction with LINK, due to significant organizational changes at Bank 3 that were contemplated in conjunction with Bank 3’s proposal.

On January 11, 2023, LINK’s special mergers and acquisitions committee met, reviewed an updated financial model reflecting various alternative exchange ratios and authorized the submission of a revised non-binding IOI to respond to items raised by Partners.

Later that day, LINK submitted a revised IOI for a merger transaction with Partners which contemplated, among other things, an exchange ratio of 1.140 shares of LINK common stock for each share of Partners common stock, representing an indicative purchase price of $10.70 per share of Partners common stock (based on market prices as of January 9, 2023). LINK’s revised IOI also expanded retention and severance benefits available to Partners’ employees. The executive management of Partners discussed the revised IOI with representatives of Piper Sandler, representatives of Troutman Pepper, and the Partners board and then, later on January 11, 2023, Partners and LINK executed the IOI. Pursuant to this IOI, LINK and Partners agreed to a limited period of exclusivity through February 25, 2023 to negotiate a transaction, subject to an automatic 15 day extension if the parties remained in active discussions regarding a potential transaction.

On January 16, 2023, LINK and Partners signed a mutual confidentiality agreement which superseded the confidentiality agreement signed on November 29, 2022 and did not contain any standstill provisions.

On January 18, 2023, members of the respective LINK and Partners management teams met to discuss the proposed transaction, information about each company and strategic considerations related to the transaction. Also during mid-January 2023, the executive management teams of Partners and LINK began due diligence and reverse due diligence reviews in connection with the proposed merger. During mid-January 2023 and February 2023, the management teams of Partners and LINK discussed key diligence topics including but not limited to financial performance, employee matters, loan and securities portfolios, credit quality, information technology, key markets, integration matters and corporate strategy. As part of these due diligence reviews, Partners and LINK each utilized a third-party consultant with expertise in bank merger transactions to perform targeted diligence on the other party’s loan portfolio. This consultant also supported Partners’ due diligence review of regulatory compliance and operations. LINK also engaged a separate third-party consultant with respect to financial modeling and valuation assumptions.

Beginning in mid-January 2023 through early February 2023, Partners’ executive management team, with assistance of representatives of Piper Sandler and Troutman Pepper, analyzed the impact of the proposed merger with LINK on the team of commercial bankers that was hired by Partners shortly before the transaction with OceanFirst, and on Mr. Clarke who continued to make important contributions to the Northern Virginia operations of Partners on behalf of Partners’ leadership. During February 2023, with assistance of Partners’ legal and financial advisors, Partners discussed this team with LINK in the context of the proposed merger, as well as certain financial commitments Partners had previously made with respect to this team both prior to and in connection with the previously proposed merger between Partners and OceanFirst. As a result of these discussions, LINK agreed to an economic arrangement to permit Partners to satisfy its commitments to this team of commercial bankers.

On January 24, 2023, representatives of Luse Gorman, LINK’s legal counsel, provided representatives of Troutman Pepper, Partners’ legal counsel, a draft merger agreement. On January 31, 2023, representatives of Troutman Pepper provided representatives of Luse Gorman with an updated version of the merger agreement. From the period beginning January 31, 2023 through February 22, 2023, representatives of Luse Gorman and Troutman Pepper exchanged several additional drafts of the merger agreement and related transaction documents.

62

During late January and early February 2023, the executive management teams of LINK and Partners continued their respective due diligence and reverse due diligence efforts with respect to the proposed merger, including multiple telephonic or video conferences. On February 6, 2023, the executive management teams of LINK and Partners met in Baltimore, Maryland to discuss various due diligence findings, certain terms being negotiated with respect to the merger agreement, and other matters related to the proposed transaction, including potential terms providing for the retention of Partners executives in meaningful leadership roles for the combined organization.

On February 15, 2023, with representatives of Stephens, Inc. and Luse Gorman in attendance, the LINK board discussed updates with respect to the proposed transaction and the favorable due diligence review to date by LINK’s senior management and third-party consultants engaged by LINK. During this discussion, members of LINK’s management team discussed specific due diligence findings and certain strategic considerations with respect to the proposed combination. Additionally, representatives of Stephens discussed their preliminary financial analysis of the proposed merger and LINK management reviewed certain assumptions included in the financial model, including an additional $10 million in capital proposed to be raised through a private placement of LINK common stock to directors and other accredited investors. LINK’s executive management also reviewed the terms of a proposed engagement letter with Stephens as LINK’s financial advisor with respect to the proposed merger and to provide a written fairness opinion. At the conclusion of this meeting, the LINK board of directors authorized management to continue negotiating a definitive merger agreement and related ancillary agreements, approved and authorized the engagement of Stephens as LINK’s financial advisor, and approved and authorized management to proceed with the proposed $10 million private placement of LINK’s common stock.

On February 15, 2023, with representatives of Piper Sandler and Troutman Pepper in attendance, the Partners board discussed updates with respect to the proposed transaction and the favorable due diligence review to date by Partners’ executive management and by the third-party consultant that was engaged by Partners. During this discussion, members of Partners’ executive management team discussed specific diligence findings with the Partners board as well as the likely timeline for the proposed transaction. Also at this meeting, the Partners board discussed the possible terms of the capital raise proposed by LINK in connection with the proposed merger, including the impact on the transaction’s dilution and pro forma capital levels.

On February 16, 2023, Mr. Turner and Mr. Samuel met in-person to discuss the proposed merger, executive leadership issues, and the composition of the combined company’s board of directors following the proposed merger. At this meeting, Mr. Turner and Mr. Samuel agreed, subject to confirmation by their respective boards in connection with approval of the merger agreement, that the combined company would be best served by a board of directors comprised of the 10 currently-serving directors of Partners and 12 of the currently-serving directors of LINK.

On February 16, 2023, after receiving applicable signed confidentiality agreements, LINK distributed an investor presentation describing the proposed merger with Partners and a form of investment agreement to certain directors of LINK as well as other accredited investors for the proposed $10 million private placement of LINK’s common stock.

On February 17, 2023, members of Partners’ executive management met with Mr. Lehman, Mr. Clarke and representatives of Piper Sandler and Troutman Pepper. Following these discussions, executive management of Partners instructed representatives of Piper Sandler to request from LINK an increase in the exchange ratio from 1.140x to 1.160x, in light of updated due diligence and financial analysis of the transaction and then current market conditions. After negotiations between LINK and Partners and their respective financial advisors, LINK and Partners agreed to an updated exchange ratio of 1.150x. This updated exchange ratio equaled an indicated value per share of Partners common stock of $9.14, based on market prices on February 17, 2023.

From February 17, 2023 to February 22, 2023, LINK and Partners, with the assistance of their respective legal and financial advisors, continued to negotiate the outstanding terms of the merger agreement and related

63

transaction documents, including the voting and support agreements. During this period the parties exchanged and discussed additional drafts of the merger agreement and related transaction documents, including the voting and support agreements and the disclosure schedules related to the transaction documents. In addition, LINK negotiated and entered into individual employment agreements with certain senior officers of Partners, Mr. Breda, Mr. Nalls, Mr. Talebian, and Mr. King, in connection with the execution of the merger agreement that would take effect at the closing of the merger. LINK believed the retention of these officers was crucial for the continuity required to achieve the strategic benefits of the merger.

On February 21, 2023, LINK entered into investment agreements with certain directors of LINK as well as other accredited investors under which it issued and sold 1,282,052 shares of LINK common stock, at a price of $7.80 per share, which was the closing price per share on February 21, 2023 as reported on Nasdaq. The shares were issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, and Regulation D of the rules and regulations promulgated thereunder. The offering resulted in gross proceeds to LINK of $10.0 million.

In the morning of February 22, 2023, the Partners board convened a special meeting to discuss the proposed merger and review the terms of the proposed merger agreement and the merger with LINK. Members of the Partners senior management team were in attendance and representatives of Piper Sandler and Troutman Pepper also participated in the meeting. The Partners board were provided with copies of the merger agreement, the plan of merger, the merger agreements for the bank mergers, the voting and support agreements, and summary materials regarding certain aspects of the merger prepared by Troutman Pepper. At this meeting, the Partners board discussed the proposed exchange ratio of 1.150 shares of LINK common stock for each share of Partners common stock, which represented an indicative purchase price of $8.97 per share of Partners common stock (based on market prices as of February 21, 2023), in light of the changes in the market price of LINK common stock and bank common stocks generally since Partners received the first IOI from LINK. Also at this meeting, representatives of Piper Sandler reviewed the financial aspects of the proposed transaction and rendered to the Partners board an opinion (which was initially rendered verbally and then confirmed in a written opinion, dated February 22, 2023, a copy of which is attached to this joint proxy statement/prospectus as Annex C) to the effect that, as of that date and subject to the procedures followed, assumptions made and matters considered, and qualifications and limitations on the review undertaken by Piper Sandler as set forth in such opinion, the merger consideration was fair, from a financial point of view, to the holders of Partners common stock. Representatives of Troutman Pepper discussed the terms of the merger agreement, the merger agreements for the bank mergers, the voting and support agreements and related transaction documents with the Partners board, and updated the Partners board with respect to negotiations on the terms of the merger and the board’s compliance with fiduciary duties and the standard of director conduct under Maryland law. Members of Partners’ senior management team reviewed with the Partners board the results of the due diligence investigation of LINK and the strategic benefits of the proposed merger with LINK.

After considering the proposed terms of the merger agreement and the mergers and the related transaction documents, and taking into consideration the matters discussed during that meeting and prior meetings of the Partners board, including the factors described under the section of this joint proxy statement/prospectus entitled “The Merger—Partners’ Reasons for the Merger and Recommendation of the Partners Board,” the Partners board determined that the merger agreement, including the merger and the other transactions contemplated thereby, was in the best interests of Partners and its shareholders, and the Partners board approved and adopted the merger agreement and the mergers and the other transactions contemplated thereby.

On February 22, 2022, the LINK board of directors held a special meeting at which it discussed the proposed merger and reviewed the terms of the proposed merger agreement with Partners. Members of the LINK senior management team were in attendance and representatives of Stephens and Luse Gorman also participated in the meeting. Members of the LINK board were provided with copies of the merger agreement, the merger agreements for the bank mergers, the voting and support agreements, and summary materials regarding the merger prepared by Luse Gorman. LINK management and Stephens reported favorably on their due diligence

64

review of Partners. Representatives of Luse Gorman presented a summary of the legal terms of the merger agreement, including a review of the transaction structure, the merger consideration, the parties’ respective representations and warranties and covenants, the composition of the board of directors of the combined company, employee benefits matters, employment agreements, closing conditions, and termination provisions, including the potential liability for a termination fee. Luse Gorman also reviewed the fiduciary duties of the board under Pennsylvania law. The LINK board of directors further discussed the required shareholder and regulatory approvals required to complete the transaction, as well as the possible timeframe for obtaining such approvals and completing the merger. Also at this meeting, representatives of Stephens reviewed the financial aspects of the proposed transaction and rendered to the LINK board an opinion (which was initially rendered verbally and then confirmed in a written opinion, dated February 22, 2023, a copy of which is attached to this joint proxy statement/prospectus as Annex B) to the effect that, as of that date and subject to the procedures followed, assumptions made and matters considered, and qualifications and limitations on the review undertaken by Stephens as set forth in such opinion, the merger consideration was fair, from a financial point of view, to LINK.

After considering the proposed terms of the merger agreement and the mergers and the related transaction documents, and taking into consideration the matters discussed during that meeting and prior meetings of the LINK board, including the factors described under the section of this joint proxy statement/prospectus entitled “The Merger—LINK’s Reasons for the Merger and Recommendation of the LINK Board,” the LINK board determined that the merger agreement, including the merger and the other transactions contemplated thereby, was in the best interests of LINK and its shareholders, and the LINK board unanimously approved and adopted the merger agreement and the mergers and the other transactions contemplated thereby.

Following the meetings of the LINK and Partners boards on February 22, 2023, LINK and Partners and their respective legal advisors finalized the merger agreement and, on the evening of February 22, 2023, LINK and Partners executed the merger agreement and each director of LINK and Partners executed a voting and support agreement. Certain executives of LINK executed amendments or waivers to certain agreements and stock options such that the mergers will not be considered a change in control and result in enhanced severance benefits or accelerated vesting of benefits. Also on the evening of February 22, 2023, LINK and Partners issued a joint press release announcing execution of the merger agreement.

LINK’s Reasons for the Merger; Recommendation of LINK’s Board of Directors

After careful consideration, the LINK board of directors, at a special meeting on February 22, 2023, unanimously (i) determined that the merger agreement and the transactions contemplated thereby, including the mergers and the issuance of LINK common stock, are advisable and fair to and in the best interests of LINK and its shareholders, (ii) approved and adopted the merger agreement, and the transactions contemplated thereby (including the merger, the issuance of LINK common stock, the TBOD bank merger agreement and the VPB bank merger agreement) and (iii) recommended the approval by LINK shareholders of the LINK merger proposal, the LINK charter amendment proposal and the other matters to be voted on at the LINK special meeting.

In reaching this decision, the LINK board of directors evaluated the merger agreement, the mergers and the other matters contemplated by the merger agreement in consultation with LINK’s senior management, as well as with LINK’s legal and financial advisors, and considered a number of factors, including the following:

65

66

The LINK board of directors also considered the potential risks related to the proposed transaction. The board concluded that the anticipated benefits of combining with Partners were likely to outweigh these risks substantially. These potential risks included:

67

The foregoing discussion of the information and factors considered by the LINK board of directors is not intended to be exhaustive, but includes the material factors considered by the board. In reaching its decision to approve the merger agreement and the transactions contemplated by the merger agreement, the LINK board of directors did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The board considered all these factors as a whole, including discussions with, and questioning of, LINK’s management and LINK’s independent financial and legal advisors, and overall considered the factors to support its determination.

For the reasons set forth above, the LINK board of directors determined that the merger agreement and the transactions contemplated thereby (including the mergers and the LINK charter amendment) are advisable and fair to and in the best interests of LINK and its shareholders.

Certain of LINK’s directors and executive officers have other interests in the merger that are different from, or in addition to, those of LINK’s shareholders generally, as discussed under the caption “The Merger – Interests of LINK Directors and Executive Officers in the Merger,” below. The LINK board of directors was aware of and considered these potential interests, among other matters, in evaluating the merger and in making its recommendation to LINK shareholders.

68

It should be noted that this explanation of the reasoning of the LINK board of directors and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” on page 30.

Opinion of LINK’s Financial Advisor

On February 15, 2023, LINK engaged Stephens to act as financial adviser to LINK in connection with the proposed merger of Partners with LINK. As part of its engagement, Stephens was asked to undertake a study of the fairness, from a financial point of view, of the consideration to be given by LINK in connection with the proposed merger. LINK engaged Stephens because, among other factors, Stephens is a nationally recognized investment banking firm with substantial experience in similar transactions. As part of its investment banking business, Stephens is continually engaged in the valuation of financial services businesses and their securities in connection with mergers and acquisitions.

As part of Stephens’ engagement, representatives of Stephens participated in a meeting of LINK’s board of directors held on February 22, 2023, in which LINK’s board of directors considered and approved the proposed merger. At this meeting, Stephens reviewed the financial aspects of the proposed merger and rendered its oral opinion, which was subsequently confirmed by delivery of a written opinion to LINK’s board of directors dated as of February 22, 2023, that, as of such date, the consideration to be given by LINK in the proposed merger was fair to LINK from a financial point of view, based upon and subject to the qualifications, assumptions and other matters considered by Stephens in connection with the preparation of its opinion.

The full text of Stephens’ written opinion letter (the “Opinion Letter”) is attached as Annex B to this joint proxy statement/prospectus. The Opinion Letter outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Stephens in rendering its opinion. The summary of the opinion set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of such written Opinion Letter. Holders of LINK common stock are urged to read the entire Opinion Letter carefully in connection with their consideration of the proposed merger. LINK did not give any instruction to or impose any limitations on Stephens as it related to the issuance of its opinion.

Stephens’ opinion speaks only as of the date of the opinion, and Stephens has undertaken no obligation to update or revise its opinion. The opinion was directed to LINK’s board of directors (solely in its capacity as such) in connection with, and for purposes of, its consideration of the proposed merger. The opinion only addresses whether the consideration to be given by LINK in the proposed merger was fair, from a financial point of view, to LINK as of the date of the opinion. The opinion does not address the underlying business decision of LINK to engage in the proposed merger or any other term or aspect of the merger agreement or the transactions contemplated thereby. Stephens’ opinion does not constitute a recommendation to LINK’s board of directors or any of LINK’s shareholders as to how such person should vote or otherwise act with respect to the proposed merger or any other matter. LINK and Partners determined the merger consideration through a negotiation process.

In connection with developing its opinion, Stephens:

69

Stephens relied on the accuracy and completeness of the information, financial data and financial forecasts provided to Stephens by LINK and Partners and of the other information reviewed by Stephens in connection with the preparation of Stephens’ opinion, and its opinion was based upon such information. Stephens did not independently verify or undertake any responsibility to independently verify the accuracy or completeness of any of such information, data or forecasts. Management of LINK assured Stephens that it was not aware of any relevant information that had been omitted or remained undisclosed to Stephens. Stephens did not assume any responsibility for making or undertaking an independent evaluation or appraisal of any of the assets or liabilities of LINK or of Partners, and Stephens was not furnished with any such evaluations or appraisals; nor did Stephens evaluate the solvency or fair value of LINK or of Partners under any laws relating to bankruptcy, insolvency or similar matters. Stephens did not assume any obligation to conduct any physical inspection of the properties, facilities, assets or liabilities (contingent or otherwise) of LINK or Partners. Stephens did not receive or review any individual loan or credit files nor did Stephens make an independent evaluation of the adequacy of the allowance for loan and lease losses of LINK or Partners. Stephens did not make an independent analysis of the effects of the COVID-19 pandemic, the invasion of Ukraine, potential future changes in the inflation rate or other related market developments or disruptions, or of any other disaster or adversity, on the business or prospects of LINK or Partners. With respect to the financial forecasts prepared by management of LINK and management of Partners, including the forecasts of potential cost savings and potential synergies, Stephens assumed that such financial forecasts had been reasonably prepared and reflected the best then currently available estimates and judgments of management of LINK and management of Partners, respectively, as to the future financial performance of LINK and Partners, respectively, and provided a reasonable basis for Stephens’ analysis. Stephens recognized that such financial forecasts were based on numerous variables, assumptions and judgments that were inherently uncertain (including, without limitation, factors related to general economic and competitive conditions) and that actual results could vary significantly from such forecasts, and Stephens expressed no opinion as to the reliability of such financial projections and estimates or the assumptions upon which they were based.

Stephens does not provide legal, accounting, regulatory, or tax advice or expertise, and Stephens relied solely, and without independent verification, on the assessments of LINK and its other advisors with respect to such matters. Stephens assumed, with LINK’s consent, that the proposed merger will not result in any materially adverse legal, regulatory, accounting or tax consequences for LINK and that any reviews of legal, accounting, regulatory or tax issues conducted as a result of the proposed merger will be resolved favorably to LINK.

70

Stephens did not express any opinion as to any tax or other consequences that might result from the proposed merger.

Stephens’ opinion was necessarily based upon market, economic and other conditions as they existed and could be evaluated on the date of the opinion, and on the information made available to Stephens as of the date of the opinion. Market price data used by Stephens in connection with its opinion was based on reported market closing prices as of February 21, 2023. It should be understood that subsequent developments may affect the opinion and that Stephens did not undertake any obligation to update, revise or reaffirm the opinion or otherwise comment on events occurring after the date of the opinion. Stephens further noted that the current volatility and disruption in the credit and financial markets relating to, among other things, the COVID-19 pandemic, the invasion of Ukraine or potential future changes in inflation rates may or may not have an effect on LINK or Partners, and Stephens did not express an opinion as to the effects of such volatility or such disruption on the proposed merger or any party to the proposed merger. Stephens further expressed no opinion as to the prices at which shares of LINK’s or Partners’ common stock may trade at any time subsequent to the announcement of the proposed merger.

In connection with developing its opinion, Stephens assumed that, in all respects material to its analyses:

Stephens’ opinion was limited to whether the consideration to be given by LINK in the proposed merger was fair to LINK from a financial point of view as of the date of the opinion. Stephens was not asked to, and it did not, offer any opinion as to the terms of the merger agreement or the form of the proposed merger or any aspect of the proposed merger, other than the fairness, from a financial point of view, of the consideration to be given in the proposed merger by LINK. The opinion did not address the merits of the underlying decision by LINK to engage in the proposed merger, the merits of the proposed merger as compared to other alternatives potentially available to LINK or the relative effects of any alternative transaction in which LINK might engage, nor is it intended to be a recommendation to any person or entity as to any specific action that should be taken in connection with the proposed merger, including with respect to how to vote or act with respect to the proposed merger. Moreover, Stephens did not express any opinion as to the fairness of the amount or nature of the compensation to any of LINK’s officers, directors or employees, or to any group of such officers, directors or employees, whether relative to the compensation to other shareholders of LINK or otherwise.

71

The following is a summary of the material financial analyses performed and material factors considered by Stephens in connection with developing its opinion. Stephens performed certain procedures, including each of the financial analyses described below, and reviewed with LINK’s executive management and board of directors the assumptions upon which the analyses were based, as well as other factors. Although this summary does not purport to describe all of the analyses performed or factors considered by Stephens, it does set forth those analyses considered by Stephens to be material in arriving at its opinion. The preparation of a fairness opinion is a complex analytic process involving various determinations as to the 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. The order of the summaries of analyses described does not represent the relative importance or weight given to those analyses by Stephens. It should be noted that in arriving at its opinion, Stephens did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, Stephens believes that its analysis must be considered as a whole and that considering any portion of such analyses and factors, without considering all analyses and factors as a whole, could create a misleading or incomplete view of the process underlying its 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 summarized below. Accordingly, Stephens’ analyses and the summary of its analyses must be considered as a whole, and 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 Stephens’ analyses and opinion.

Summary of Proposed Merger:

Pursuant to the merger agreement, and subject to the terms, conditions and limitations set forth therein, and for purposes of its opinion, Stephens understood that, subject to potential adjustments as described in the merger agreement, each outstanding share of Partners’ common stock (including restricted shares) will be converted into the right to receive 1.150 shares of LINK’s common stock and outstanding options for Partners’ common stock will be converted into the right to receive corresponding options for LINK’s common stock, which, based on LINK’s closing stock price of $7.80 on February 21, 2023, results in the expected consideration to be given by LINK to acquire all of the equity interests in Partners having an aggregate value of approximately $162 million. Based upon the unaudited financial information of Partners as of and for the twelve months ended December 31, 2022, and market data as of February 21, 2023, Stephens calculated the following transaction multiples:

Relative Contribution Analysis:

Stephens analyzed the relative standalone contribution of LINK and Partners to certain financial and operating metrics and the market capitalization for the pro forma company resulting from the proposed merger. To perform this analysis, Stephens used: (i) historical balance sheet and LTM net income data for LINK and Partners as of December 31, 2022, (ii) net income consensus “street estimates” for LINK and net income estimates for Partners provided by LINK management, and (iii) market data as of February 21, 2023. This relative contribution analysis excluded mark-to-market and other transaction-related adjustments, such as, but not limited to, potential cost savings and potential synergies as a result of the proposed merger.

72

The results of this analysis are set forth in the following table, which also compares the results of this analysis with the implied pro forma ownership percentages of LINK shareholders and Partners shareholders, respectively, in the combined company based on the exchange ratio in the proposed merger.

Source: S&P Global Market Intelligence, FactSet.

Note: Excludes all purchase accounting and transaction related adjustments, such as, but not limited to, potential cost savings and potential synergies as a result of the proposed merger. Dollars in millions. Market data as of February 21^st, 2023.

Relevant Public Companies Analysis – Partners:

Stephens compared the financial condition, operating statistics and market valuation of Partners to certain public companies selected by Stephens and their respective public trading values. Stephens selected the companies outlined below because their relative asset size and financial performance, among other factors, were reasonably similar to Partners; however, no selected company below was identical or directly comparable to Partners. A complete analysis involves complex considerations and qualitative judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading values of the relevant public companies. Mathematical analysis (such as determining the median) is not in itself a meaningful method of using relevant public company data.

Stephens selected the following (17) public companies based on the criteria set forth below:

Includes banks and thrifts traded on NYSE, NYSEAM and Nasdaq exchanges headquartered either in the Mid-Atlantic (DC, DE, MD, NJ, NY, PA), Northeast (CT, MA, ME, NH, RI, VT), or Southeast Regions(AL, AR, FL, GA, MS, NC, SC, TN, VI, VA and WV), with between $750 million and $3 billion in most recent quarter total

73

assets with LTM GAAP ROAA between 0% and 1%, excluding merger targets, mutuals and recently converted thrifts (WMPN & BLFY):

To perform this analysis, Stephens reviewed publicly available financial information as of and for the last twelve month period ended December 31, 2022, or the most recently reported period available, and the market trading multiples of the selected public companies based on February 21, 2023 closing prices. The financial data included in the table presented below may not correspond precisely to the data reported in historical financial statements as a result of the assumptions and methods used by Stephens to compute the financial data presented. The table below contains information reviewed and utilized by Stephens in its analysis:

Source: S&P Global Market Intelligence, FactSet.

Note: Dollars in millions. LTM = Last Twelve Months reported. Market data as of February 21^st, 2023.

74

Relevant Public Companies Analysis – LINK:

Stephens compared the financial condition, operating statistics and market valuation of LINK to certain public companies selected by Stephens and their respective public trading values. Stephens selected the companies outlined below because their relative asset size and financial performance, among other factors, were reasonably similar to LINK; however, no selected company below was identical or directly comparable to LINK. A complete analysis involves complex considerations and qualitative judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading values of the relevant public companies. Mathematical analysis (such as determining the median) is not in itself a meaningful method of using relevant public company data.

Stephens selected the following (14) public companies based on the criteria set forth below:

Includes banks and thrifts traded on NYSE, NYSEAM and Nasdaq exchanges headquartered nationwide, with between $1 billion and $2 billion in most recent quarter total assets with LTM loan growth (excluding PPP loans) greater than 20%, excluding merger targets and mutuals):

To perform this analysis, Stephens reviewed publicly available financial information as of and for the last twelve month period ended December 31, 2022, or the most recently reported period available, and the market trading multiples of the selected public companies based on February 21, 2023 closing prices.

75

The financial data included in the table presented below may not correspond precisely to the data reported in historical financial statements as a result of the assumptions and methods used by Stephens to compute the financial data presented. The table below contains information reviewed and utilized by Stephens in its analysis:

Source: S&P Global Market Intelligence, FactSet.

Note: Dollars in millions. LTM = Last Twelve Months reported. Market data as of February 21^st, 2023.

Discounted Cash Flow Analysis – Partners:

Stephens performed a standalone discounted cash flow analysis to estimate a range of implied equity values for Partners (both including and excluding certain pro forma assumptions as a result of the proposed merger) based upon the discounted net present value of the projected after-tax free cash flows for Partners for the projected period. In this analysis, Stephens used (i) financial information and data provided by Partners and financial forecasts and projections provided by the executive management team of LINK, and (ii) pro forma assumptions (including purchase accounting adjustments, cost savings and related expenses and potential synergies) provided to Stephens by the executive management team of LINK. Stephens determined the amount of cash flow assuming (i) a terminal earnings multiple of 10.5x, (ii) dividend payments for earnings and excess capital above a tangible common equity to tangible asset ratio of 8.5% from 2023 to 2027 and (iii) the present value of Partners’ implied standalone terminal value at the end of such period. Stephens calculated the terminal value of Partners based on 2027 estimated earnings and multiples of 9.0x to 12.0x. Stephens considered discount rates from 11.0% to 13.0%. Based on this analysis, Stephens derived a range for the implied equity value of Partners from $6.92 per share to $9.48 per share (exclusive of certain pro forma assumptions as a result of the proposed merger) and from $10.73 per share to $14.70 per share (inclusive of certain pro forma assumptions as a result of the proposed merger).

Discounted Cash Flow Analysis – LINK:

Stephens performed a standalone discounted cash flow analysis to estimate a range for the implied equity value for LINK based upon the discounted net present value of the projected after-tax free cash flows for LINK for the projected period. In this analysis, Stephens used financial forecasts and projections based on analyst consensus earnings estimates. Stephens determined the amount of cash flow assuming (i) a terminal earnings multiple of 10.5x, (ii) annual dividend payments of $0.30 per share from 2023 to 2027 and (iii) the present value of LINK’s implied standalone terminal value at the end of such period. Stephens calculated the terminal value of LINK based on 2027 estimated earnings and multiples of 9.0x to 12.0x. Stephens considered discount rates from 11.5%

76

to 13.5%. Based on this analysis, Stephens derived a range for the implied equity value of LINK from $6.45 per share to $8.98 per share.

Discounted Cash Flow Analysis – Implied Exchange Ratio:

Stephens reviewed the ranges of implied per share values indicated by the discounted cash flow analysis for each of LINK and Partners and calculated a range of implied exchange ratios. To calculate that range, Stephens (i) divided the maximum implied per share value of LINK’s common stock by the minimum implied per share value of Partners’ common stock (exclusive of certain pro forma assumptions as a result of the proposed merger) to calculate the maximum implied exchange ratio, (ii) divided the median implied per share value of LINK’s common stock by the median implied per share value of Partners’ common stock (exclusive of certain pro forma assumptions as a result of the proposed merger) to calculate the median implied exchange ratio and (iii) divided the minimum implied per share value of LINK’s common stock by the maximum implied per share value of Partners’ common stock (exclusive of certain pro forma assumptions as a result of the proposed merger) to calculate the minimum implied exchange ratio. The range of implied exchange ratios resulting from this analysis is summarized in the table below:

The discounted cash flow analysis is a widely used valuation methodology, but the results of this methodology are highly dependent on the assumptions that must be made, including asset and earnings growth rates, terminal values, capital levels, and discount rates. The analysis did not purport to be indicative of the actual values or expected values of LINK or Partners. The actual results may vary from the projected results, any of these assumptions might not be realized in future operations and the variations may be material.

Relevant Nationwide Transactions Analysis – Partners:

Stephens reviewed certain publicly available transaction multiples and related financial data for transactions nationwide announced since January 1, 2022, where (i) the deal value was publicly disclosed, (ii) the target’s assets were between $1 billion and $2 billion and (iii) stock consideration was 50% or greater of total consideration, excluding distressed target transactions (First Bank/Malvern). The following transactions were selected by Stephens because each target’s relative asset size, financial performance and operations, among other factors, was reasonably similar to Partners; however, no selected company or transaction below was identical or directly comparable to Partners or the proposed merger (in each transaction, the acquirer is listed first, the target is listed second and the transaction announcement date is noted parenthetically):

77

Stephens considered these selected transactions to be reasonably similar, but not identical or directly comparable, to the proposed merger. A complete analysis involves complex considerations and qualitative judgments concerning differences in the selected transactions and other factors that could affect the transaction values in those selected transactions as compared with the proposed merger. Mathematical analysis (such as determining the median) is not in itself a meaningful method of using selected transaction data. Stephens compared certain proposed transaction multiples of the proposed merger to the 25^th percentile, median and 75^th percentile transaction multiples of the selected transactions:

Source: S&P Global Market Intelligence.

Note: Transaction data as of deal announcement date.

Relevant Regional Transactions Analysis – Partners:

Stephens reviewed certain publicly available transaction multiples and related financial data for transactions in the Mid-Atlantic (DC, DE, MD, NJ, NY, PA) announced since January 1, 2020, where (i) the deal value was publicly disclosed, (ii) the target’s assets were between $750 million and $3 billion and (iii) stock consideration was 50% or greater of total consideration, excluding distressed target transactions (First Bank/Malvern). The following transactions were selected by Stephens because each target’s relative asset size, financial performance and markets of operation, among other factors, was reasonably similar to Partners; however, no selected company or transaction below was identical or directly comparable to Partners or the proposed merger (in each transaction, the acquirer is listed first, the target is listed second and the transaction announcement date is noted parenthetically):

78

Stephens considered these selected transactions to be reasonably similar, but not identical or directly comparable, to the proposed merger. A complete analysis involves complex considerations and qualitative judgments concerning differences in the selected transactions and other factors that could affect the transaction values in those selected transactions as compared with the proposed merger. Mathematical analysis (such as determining the median) is not in itself a meaningful method of using selected transaction data. Stephens compared certain proposed transaction multiples of the proposed merger to the 25^th percentile, median and 75^th percentile transaction multiples of the selected transactions:

Source: S&P Global Market Intelligence.

Note: Transaction data as of deal announcement date.

Miscellaneous:

The preparation of a fairness opinion is a complex process and is not susceptible to a partial analysis or summary description. Stephens believes that its analyses must be considered as a whole and that selecting portions of its analyses, without considering the analyses taken as a whole, would create an incomplete view of the process underlying its opinion. In addition, Stephens considered the results of all such analyses and did not assign relative weights to any of the analyses, but rather made qualitative judgments as to significance and relevance of each analysis and factor, so the results from any particular analysis described above should not be taken to be the view of Stephens.

In performing its analyses, Stephens made numerous assumptions with respect to industry performance, general business, economic and regulatory conditions and other matters, many of which are beyond the control of LINK. The analyses performed by Stephens are not necessarily indicative of actual values, trading values or actual future results which might be achieved, all of which may be significantly more or less favorable than suggested by such analyses. The analyses do not purport to be appraisals or to reflect the prices at which companies may actually be sold, and such estimates are inherently subject to uncertainty.

Stephens is serving as financial adviser to LINK in connection with the proposed merger and is entitled to receive from LINK reimbursement of its expenses and a fee in the amount of $1,250,000 for its services as

79

financial advisor to LINK, a significant portion of which is contingent upon the consummation of the proposed merger. Stephens also received a fee in the amount of $250,000 from LINK upon rendering its fairness opinion, which opinion fee will be credited in full against the fee which will become payable to Stephens upon the closing of the proposed merger. LINK has also agreed to indemnify Stephens against certain claims and liabilities that could arise out of Stephens’ engagement, including certain liabilities that could arise out of Stephens’ providing its opinion.

Stephens issues periodic research reports regarding the business and prospects of LINK, and Stephens makes a market in the stock of LINK. Within the past two years, Stephens has previously received fees in the amount of approximately $1,500,000 for providing investment banking services to LINK in connection with the initial public offering of LINK’s common stock, which priced on September 13, 2022. Stephens expects to pursue future investment banking services assignments with the combined entity resulting from the merger.

Stephens has not received fees for providing investment banking services to Partners within the past two years.

In the ordinary course of its business, Stephens Inc. and its affiliates and employees at any time may hold long or short positions, and may trade or otherwise effect transactions as principal or for the accounts of customers, in debt, equity or derivative securities of participants in the proposed merger.

Partners’ Reasons for the Merger; Recommendation of Partners’ Board of Directors

After careful consideration, at a meeting held on February 22, 2023, the Partners board determined that the merger agreement and the transactions contemplated thereby are in the best interests of Partners and its shareholders. Accordingly, the Partners board approved and adopted the merger agreement and unanimously recommends that the Partners shareholders vote “FOR” the Partners merger proposal.

In reaching its decision to approve and adopt the merger agreement and recommend that the Partners shareholders vote “FOR” the Partners merger proposal, the Partners board consulted with the senior management of Partners, as well as Partners’ financial and legal advisors, and considered a number of factors, including, without limitation, the following factors which are not presented in order of priority:

80