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As filed with the Securities and Exchange Commission on March 30, 2015

Registration No. 333-202818

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

PRE-EFFECTIVE AMMENDMENT NO. 1 TO THE

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

BRIDGE BANCORP, INC.

(Exact name of registrant as specified in its charter)

2200 Montauk Highway

Bridgehampton, New York 11932

(631) 537-1000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of

Registrant’s Principal Executive Offices)

Kevin M. O’Connor

2200 Montauk Highway

Bridgehampton, New York 11932

(631) 537-1000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of

Agent for Service)

Copies to:

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

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

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

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

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

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

CALCULATION OF REGISTRATION FEE

(1)                                  Represents the maximum number of shares of Bridge Bancorp, Inc. common stock that may be issued in connection with the proposed merger to which this Registration Statement relates.

(2)                                  Pursuant to Rule 457(f), the registration fee was computed on the basis of $19.50, the average of the bid and asked price of the common stock of Community National Bank to be exchanged or cancelled in the merger, computed in accordance with Rule 457(c) multiplied by the number of shares of common stock of Community National Bank that may be received by the Registrant and/or cancelled upon consummation of the merger.

(3)                                  Previously paid.

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

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Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. The accompanying document, which we refer to as the joint proxy statement/prospectus, shall not constitute an offer to sell or the solicitation of any offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

PRELIMINARY—SUBJECT TO COMPLETION—DATED March 30, 2015

[BRIDGE BANCORP, INC. LOGO]

Dear Bridge Bancorp Shareholder:

On December 14, 2014, Bridge Bancorp, Inc., or Bridge Bancorp, and its wholly owned subsidiary, The Bridgehampton National Bank, or Bridgehampton Bank, entered into an Agreement and Plan of Merger (which we refer to as the “merger agreement”) with Community National Bank, or CNB.  The merger agreement provides for the merger of CNB with and into Bridgehampton Bank, with Bridgehampton Bank as the surviving bank (which we refer to as the “merger”).  If the merger is completed, each outstanding share of CNB common stock (other than any dissenting shares) will be converted into the right to receive 0.79 of a share of Bridge Bancorp common stock. Bridge Bancorp common stock trades on the Nasdaq Global Select Market under the symbol “BDGE”.  CNB common stock is quoted on the OTCQB Marketplace under the symbol “CBNY”. Based on Bridge Bancorp’s closing stock price on March   , 2015 of $    , the aggregate implied value of the merger consideration (including issued and outstanding options to purchase CNB common stock) is $     million.

The board of directors of Bridge Bancorp has approved the merger and the transactions related to it.  The merger cannot be completed unless, among other things, Bridge Bancorp’s shareholders approve the issuance of shares of Bridge Bancorp common stock to CNB shareholders at the completion of the merger.  The issuance of Bridge Bancorp shares to CNB shareholders must be approved by a majority of the total votes cast by Bridge Bancorp shareholders entitled to vote.

At the Bridge Bancorp 2015 annual meeting of shareholders, you will be asked to (i) approve the issuance of shares of Bridge Bancorp common stock to CNB shareholders at the completion of the merger as set forth in the merger agreement, (ii) approve the adjournment, postponement or continuation of the annual meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of the issuance of Bridge Bancorp common stock to CNB shareholders at the completion of the merger, (iii) approve the amendment of the Bridge Bancorp certificate of incorporation to increase the number of authorized shares of common stock, par value $0.01 per share, that Bridge Bancorp is authorized to issue from 20 million to 40 million, (iv) elect two directors to Bridge Bancorp’s board of directors to hold office for a term of three years and until their successors are elected and qualified, (v) approve, on an advisory (non-binding) basis, Bridge Bancorp’s executive compensation as described in this document (which we refer to as the “joint proxy statement/prospectus”), and (vi) ratify the appointment of Crowe Horwath LLP as the independent registered public accounting firm for Bridge Bancorp for the year ending December 31, 2015.  The annual meeting of Bridge Bancorp shareholders will be held on Friday, May 8, 2015, at 11:00 a.m., local time.  If the issuance of shares of Bridge Bancorp common stock to CNB shareholders at the completion of the merger is not approved by Bridge Bancorp shareholders, the merger cannot be completed.

This joint proxy statement/prospectus is being furnished to shareholders of Bridge Bancorp in connection with the solicitation by the Bridge Bancorp board of directors of proxies to be used at the Bridge Bancorp 2015 annual meeting of shareholders.  This joint proxy statement/prospectus provides you with detailed information about matters to be voted on at the Bridge Bancorp 2015 annual meeting of shareholders, including the proposed merger and the issuance of shares of Bridge Bancorp common stock to CNB shareholders at the completion of the merger. It also contains or references information about Bridge Bancorp and CNB and 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 31 for a discussion of the risks you should consider in evaluating the proposed merger and how it will affect you.

Your board of directors unanimously recommends that you vote “FOR” approval of the issuance of shares of Bridge Bancorp common stock to CNB shareholders upon completion of the merger, “FOR” each of the other proposals and “FOR” each of the director nominees.

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If you sign, date and mail your proxy card without indicating how you want to vote, your proxy will be counted as a vote “FOR” approval of the issuance of shares of Bridge Bancorp common stock upon completion of the merger, “FOR” each of the other proposals and “FOR” each of the director nominees.

This joint proxy statement/prospectus is also being delivered to CNB shareholders as Bridge Bancorp’s prospectus for its offering of Bridge Bancorp common stock to CNB shareholders in connection with the merger, and as a proxy statement in connection with the solicitation by the CNB board of directors of proxies to be used at the CNB special meeting of shareholders.

Voting procedures are described in the joint proxy statement/prospectus. Your vote is important.  Whether or not you plan to attend the annual meeting of shareholders, please take the time to vote by completing the enclosed proxy card and mailing it in the enclosed envelope.

PLEASE MARK, SIGN, DATE AND RETURN YOUR PROXY CARD PROMPTLY, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING OF SHAREHOLDERS

Joint proxy statement/prospectus dated March 31, 2015 and first mailed to shareholders on or about April 6, 2015.

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[COMMUNITY NATIONAL BANK LOGO]

Dear Community National Bank Shareholder:

On December 14, 2014, Community National Bank, or CNB, entered into an Agreement and Plan of Merger (which we refer to as the “merger agreement”) with Bridge Bancorp, Inc., or Bridge Bancorp, and its wholly owned subsidiary, Bridgehampton National Bank, or Bridgehampton Bank.  The merger agreement provides for the merger of CNB with and into Bridgehampton Bank, with Bridgehampton Bank as the surviving bank (which we refer to as the “merger”).

If the merger agreement is completed, each outstanding share of CNB common stock will be converted into the right to receive 0.79 of a share of Bridge Bancorp common stock, and the separate existence of CNB will cease. The value of the merger consideration will fluctuate with the market price of Bridge Bancorp’s common stock and will not be adjusted to reflect stock price changes prior to the closing.  Based on the closing price of Bridge Bancorp’s common stock on the Nasdaq Global Select Market on December 12, 2014, the last trading day before public announcement of the merger agreement, the 0.79 exchange ratio represented approximately $20.03 in value for each share of CNB’s common stock.  Based on the closing price of Bridge Bancorp’s common stock on [      ], the 0.79 exchange ratio represented approximately [      ] in value for each share of CNB’s common stock.  You should obtain current stock price quotations for Bridge Bancorp’s common stock.  Bridge Bancorp common stock trades on the Nasdaq Global Select Market under the symbol “BDGE”. CNB common stock is quoted on the OTCQB Marketplace under the symbol “CBNY”. Based on Bridge Bancorp’s closing stock price on March   , 2015 of $    , the aggregate implied value of the merger consideration (including issued and outstanding options to purchase CNB common stock) is $     million.

The board of directors of CNB has approved the merger agreement and the transactions related to it.  The merger cannot be completed unless, among other things, the merger agreement is approved by CNB shareholders.  The merger agreement must be approved by the affirmative vote of holders of two-thirds of the issued and outstanding shares of CNB common stock.  CNB will hold a special meeting of shareholders in connection with the merger.  The special meeting of CNB shareholders will be held on [      ], at [      ] local time.  At the CNB special meeting of shareholders, you will be asked to (i) approve the merger agreement and the transactions contemplated by the merger agreement, including the merger, and (ii) approve the adjournment, postponement or continuation of the special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of the approval of the merger agreement.

Your board of directors unanimously recommends that you vote “FOR” approval of the merger agreement and “FOR” approval of one or more adjournments or postponements of the special meeting, if necessary or appropriate, including adjournments or postponements to permit further solicitation of proxies in favor of the approval of the merger agreement.

If you sign, date and mail your proxy card without indicating how you want to vote, your proxy will be counted as a vote “FOR” approval of the merger agreement and “FOR” approval of one or more adjournments or postponements of the special meeting, if necessary or appropriate, including adjournments or postponements to permit further solicitation of proxies in favor of the approval of the merger agreement. If you fail to vote, it will have the same effect as voting “AGAINST” approval of the merger agreement.

This document (which we refer to as the “joint proxy statement/prospectus”) is being delivered to CNB shareholders in connection with the solicitation by the CNB board of directors of proxies to be used at the CNB special meeting of shareholders.  This joint proxy statement/prospectus provides you with detailed information about the proposed merger. It also contains or references information about Bridge Bancorp and CNB and related matters. You are encouraged to read this document carefully. In particular, you should read the “Risk Factors” section beginning on page 31 for a discussion of the risks you should consider in evaluating the proposed merger and how it will affect you.

Voting procedures are described in the joint proxy statement/prospectus. Your vote is important.  Whether or not you plan to attend the annual meeting of shareholders, please take the time to vote by completing the enclosed proxy card and mailing it in the enclosed envelope.

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This joint proxy statement/prospectus is also being delivered to Bridge Bancorp shareholders in connection with the solicitation by the Bridge Bancorp board of directors of proxies to be used to approve the issuance of Bridge Bancorp shares in the merger and at the Bridge Bancorp 2015 annual meeting of shareholders.

PLEASE MARK, SIGN, DATE AND RETURN YOUR PROXY CARD PROMPTLY, WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING OF SHAREHOLDERS

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the merger or the securities to be issued under this joint proxy statement/prospectus or determined if this joint proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense. The securities we are offering through this document are not savings or deposit accounts or other obligations of any bank or non bank subsidiary of either of our companies, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

Joint proxy statement/prospectus dated March 31, 2015, and first mailed to shareholders on or about April 6, 2015.

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BRIDGE BANCORP, INC.

2200 MONTAUK HIGHWAY

BRIDGEHAMPTON, NY 11932

NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON FRIDAY, MAY 8, 2015

NOTICE IS HEREBY GIVEN that the annual meeting of the shareholders of Bridge Bancorp, Inc. (the “annual meeting”) will be held at The Bridgehampton National Bank, 2200 Montauk Highway, Bridgehampton, New York 11932, on Friday, May 8, 2015, at 11:00 a.m. local time, to consider and vote upon the following matters:

1.              a proposal to approve the issuance of shares of Bridge Bancorp, Inc. common stock to Community National Bank shareholders at the completion of the merger (the “merger”) of Community National Bank with and into The Bridgehampton National Bank pursuant to an Agreement and Plan of Merger dated December 14, 2014 (the “merger agreement”) (which we refer to as the “Bridge Bancorp merger proposal”);

2.              a proposal to approve one or more adjournments of the annual meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of the issuance of shares of Bridge Bancorp, Inc. common stock to Community National Bank shareholders at the completion of the merger (which we refer to as the “Bridge Bancorp adjournment proposal”);

3.              a proposal to amend Bridge Bancorp, Inc.’s certificate of incorporation to increase the number of shares of common stock, par value $0.01 per share, Bridge Bancorp, Inc. is authorized to issue from 20 million to 40 million (which we refer to as the “Bridge Bancorp certificate amendment proposal)”;

4.              the election of two directors to Bridge Bancorp, Inc.’s board of directors, to hold office for a term of three years and until their successors are elected and qualified;

5.              a proposal to approve, on an advisory (non-binding) basis, Bridge Bancorp, Inc.’s executive compensation as described in the attached joint proxy statement/prospectus;

6.              a proposal to ratify the appointment of Crowe Horwath LLP as the independent registered public accounting firm for Bridge Bancorp, Inc. for the year ending December 31, 2015; and

7.              any other business which may properly come before the annual meeting or any adjournment or postponement thereof.

The proposed merger is described in more detail in the attached joint proxy statement/prospectus, which you should read carefully in its entirety before you vote.  If the issuance of shares of Bridge Bancorp common stock to CNB shareholders at the completion of the merger is not approved by Bridge Bancorp shareholders, the merger cannot be completed.

A copy of the merger agreement is attached as Appendix A to the attached joint proxy statement/prospectus. Only Bridge Bancorp, Inc. shareholders of record as of the close of business on March 20, 2015, are entitled to notice of and to vote at the annual meeting of shareholders or any adjournments or postponements thereof.

Your vote is very important.  To ensure your representation at the annual meeting of shareholders, please follow the voting procedures described in the attached joint proxy statement/prospectus and on the enclosed proxy card. This will not prevent you from voting in person, but it will help to secure a quorum and avoid added solicitation costs. Your proxy may be revoked at any time before it is voted. 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 to you by such record holder.

BRIDGE BANCORP, INC.’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” ALL PROPOSALS AND “FOR” EACH OF THE DIRECTOR NOMINEES.

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If you have any questions concerning the merger or other matters to be considered at the Bridge Bancorp, Inc. annual meeting, would like additional copies of the attached joint proxy statement/prospectus or need help voting your shares, please contact Bridge Bancorp, Inc.’s proxy solicitor:

Laurel Hill Advisory Group, LLC

2 Robbins Lane

Suite 201

Jericho, NY 11753

888-742-1305

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COMMUNITY NATIONAL BANK

200 MIDDLE NECK ROAD

GREAT NECK, NEW YORK 11021

NOTICE OF THE SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON [      ]

NOTICE IS HEREBY GIVEN that a special meeting of the shareholders of Community National Bank will be held at         , on [      ] at [      ] local time, to consider and vote upon the following matters:

1.              a proposal to approve the Agreement and Plan of Merger, dated as of December 14, 2014 (the “merger agreement”), by and between Bridge Bancorp, Inc., The Bridgehampton National Bank and Community National Bank, and thereby to approve the transactions contemplated by the merger agreement, including the merger (the “merger”) of Community National Bank with and into The Bridgehampton National Bank (which we refer to as the “CNB merger proposal”);

2.              a proposal to approve one or more adjournments or postponements of the special meeting, if necessary or appropriate, including adjournments or postponements to permit further solicitation of proxies in favor of the approval of the merger agreement (which we refer to as the “CNB adjournment proposal”); and

3.              any other business which may properly come before the special meeting or any adjournments or postponements thereof.

You are entitled to dissent to the merger and receive payment for your shares under 12 U.S.C. §215a.  Any shareholder who wishes to exercise these rights must strictly comply with the procedures described in the attached joint proxy statement/prospectus, including: (1) (a) delivering to Community National Bank, at or prior to the vote on the merger agreement is taken at the special meeting of shareholders, written notice to the presiding officer that he or she dissents from the merger agreement; or (b) voting against the merger agreement; and (2) strictly complying with all of the procedures required under 12 U.S.C. §215a.  We have included a copy of 12 U.S.C. §215a as Appendix E to the attached joint proxy statement/prospectus.

The proposed merger is described in more detail in the attached joint proxy statement/prospectus, which you should read carefully in its entirety before voting. A copy of the merger agreement is attached as Appendix A to the attached joint proxy statement/prospectus. Only Community National Bank shareholders of record as of the close of business on [CNB record date], are entitled to notice of and to vote at the special meeting of shareholders or any adjournments of the special meeting.

Your vote is very important.  To ensure your representation at the special meeting of shareholders, please follow the voting procedures described in the attached joint proxy statement/prospectus and on the enclosed proxy card. This will not prevent you from voting in person, but it will help to secure a quorum and avoid added solicitation costs. Your proxy may be revoked at any time before it is voted. 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 to you by such record holder.

COMMUNITY NATIONAL BANK’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” ADOPTION OF THE MERGER AGREEMENT AND “FOR” THE ADJOURNMENT PROPOSAL DESCRIBED ABOVE.

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DO NOT SEND STOCK CERTIFICATES WITH THE PROXY CARD.  YOU WILL RECEIVE A LETTER OF TRANSMITTAL WITH INSTRUCTIONS FOR DELIVERING YOUR STOCK CERTIFICATES UNDER SEPARATE COVER.

If you have any questions concerning the merger or other matters to be considered at the Community National Bank special meeting, would like additional copies of this joint proxy statement/prospectus or need help voting your shares, please contact Community National Bank proxy solicitor:

Laurel Hill Advisory Group, LLC

2 Robbins Lane

Suite 201

Jericho, NY 11753

888-742-1305

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REFERENCES TO ADDITIONAL INFORMATION

This joint proxy statement/prospectus incorporates important business and financial information about Bridge Bancorp, Inc. from documents filed with the Securities and Exchange Commission, or the SEC, that are not included in or delivered with this joint proxy statement/prospectus. You can obtain any of the documents filed with or furnished to the SEC by Bridge Bancorp, Inc. at no cost from the SEC’s website at http://www.sec.gov. You may also request copies of these documents, including documents incorporated by reference in this joint proxy statement/prospectus, at no cost by contacting the appropriate company at the following address:

Bridge Bancorp, Inc.

2200 Montauk Highway

Bridgehampton, New York 11932

Attention:  Howard H. Nolan

Senior Executive Vice President, Chief Financial Officer and Corporate Secretary

You will not be charged for any of these documents that you request. To obtain these documents before the Bridge Bancorp, Inc. annual meeting, you must request them no later than May 1, 2015.

You should rely only on the information contained in, or incorporated by reference into, this document. 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 March 31, 2015, 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 document.

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 this document regarding Bridge Bancorp, Inc. has been provided by Bridge Bancorp and information contained in this document regarding Community National Bank has been provided by Community National Bank.

See “Where You Can Find More Information” for more details.

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SHAREHOLDER MEETINGS

The following are answers to certain questions that you may have regarding the merger and the shareholder meetings. We urge you to read carefully the remainder of this joint proxy statement/prospectus because the information in this section may not provide all the information that might be important to you in determining how to vote.  Additional important information is also contained in the appendices to, and the documents incorporated by reference in, this joint proxy statement/prospectus. See “Where You Can Find More Information.”

GENERAL QUESTIONS ABOUT THE MERGER

Q:                WHY AM I RECEIVING THIS DOCUMENT?

A.                  On December 14, 2014, Bridge Bancorp, Inc., or Bridge Bancorp, and its wholly owned subsidiary, The Bridgehampton National Bank, or Bridgehampton Bank, entered into an Agreement and Plan of Merger (which we refer to as the “merger agreement”) with Community National Bank, or CNB.  The merger agreement provides for the merger of CNB with and into Bridgehampton Bank, with Bridgehampton Bank as the surviving bank (which we refer to as the “merger”).  A copy of the merger agreement is attached to this joint proxy statement/prospectus as Appendix A. In order to complete the merger, the shareholders of CNB must vote to approve the merger agreement and the shareholders of Bridge Bancorp must approve the issuance of shares of Bridge Bancorp common stock to CNB shareholders upon completion of the merger. CNB will hold a special meeting of shareholders, and Bridge Bancorp will hold an annual meeting of shareholders, to obtain the required approvals to complete the merger. By this joint proxy statement/prospectus, CNB’s board of directors and Bridge Bancorp’s board of directors are soliciting proxies from their respective shareholders to obtain this approval at the shareholder meetings discussed below. This joint proxy statement/prospectus contains important information about the merger agreement, the merger, the shareholder meetings, and other related matters, and you should read it carefully.

Q:                WHAT WILL HAPPEN TO CNB AS A RESULT OF THE MERGER?

A:                 If the merger is completed, CNB will merge with and into Bridgehampton Bank, and CNB shareholders will become Bridge Bancorp shareholders.  CNB will cease to exist.

Q:                WHAT WILL CNB SHAREHOLDERS RECEIVE IN THE MERGER?

A:                 If the merger-related proposals are approved and the merger is subsequently completed, each outstanding share of CNB common stock (other than any dissenting shares) will be converted into the right to receive 0.79 of a share of Bridge Bancorp common stock.  In the event of certain decreases in the stock price of Bridge Bancorp, as described in the merger agreement and this joint proxy statement/prospectus, CNB may elect to terminate the merger agreement unless Bridge Bancorp elects to increase the exchange ratio.  See “The Merger and the Merger Agreement—Merger Consideration; Surrender of Stock Certificates” beginning on page 98.

Q:                WHEN WILL THE MERGER BE COMPLETED?

A:                 The merger will be completed when all of the conditions to completion contained in the merger agreement are satisfied or waived, including the receipt of required regulatory approvals, the approval of the merger agreement by CNB shareholders at the CNB special meeting, and the approval of the issuance of shares of Bridge Bancorp common stock to CNB shareholders upon completion of the merger by Bridge Bancorp shareholders at the Bridge Bancorp annual meeting.   We currently expect to complete the merger late in the second calendar quarter of 2015. However, because fulfillment of some of the conditions to completion of the merger, such as the receipt of required regulatory approvals, is not entirely within our control, we cannot predict the actual timing.

Q:                WHAT HAPPENS IF THE MERGER IS NOT COMPLETED?

A:                 If the merger is not completed, CNB shareholders will not receive any consideration for their shares of common stock in connection with the merger. Instead, CNB will remain an independent bank. Under specified circumstances, CNB may be required to pay to Bridge Bancorp a fee with respect to the termination of the

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merger agreement, as described under “The Merger and the Merger Agreement—Termination; Amendment; Waiver” beginning on page 139.

Q:                SHOULD CNB SHAREHOLDERS SEND IN THEIR STOCK CERTIFICATES NOW?

A:                 No. CNB shareholders SHOULD NOT send in any stock certificates now. If the merger is approved, transmittal materials, with instructions for their completion, will be provided to CNB shareholders under separate cover and the stock certificates should be sent at that time.

Q:                WHAT ARE THE MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER TO CNB SHAREHOLDERS?

A:                 The merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and holders of CNB common stock are not expected to recognize any gain or loss for U.S. federal income tax purposes on the exchange of shares of CNB common stock for shares of Bridge Bancorp common stock in the merger, except with respect to any cash received instead of fractional shares of Bridge Bancorp common stock.

For a more detailed discussion of the material United States federal income tax consequences of the merger, please see the section “The Merger and the Merger Agreement—Material United States Federal Income Tax Consequences of the Merger” beginning on page 141.

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

Q:                ARE DISSENTING CNB SHAREHOLDERS ENTITLED TO APPRAISAL RIGHTS?

A:                 Yes.  Pursuant to federal banking law, CNB shareholders may dissent from the merger and elect to have the fair market value of their shares appraised and be paid in cash.  In order to perfect dissenters’ rights of appraisal, a shareholder must comply with the provisions of federal law, which include voting against the merger or giving notice in writing at or prior to the special meeting to the presiding officer that he or she dissents from the plan of merger.  For further information see “The Merger and the Merger Agreement—Dissenters’ Rights” on page 132, and Appendix E to this joint proxy statement/prospectus.

Q:                ARE THERE RISKS THAT I SHOULD CONSIDER IN DECIDING WHETHER TO VOTE FOR APPROVAL OF THE MERGER-RELATED PROPOSALS?

A:                 Yes. You should read and carefully consider the risk factors set forth in the section of this joint proxy statement/prospectus entitled “Risk Factors” beginning on page 31.

THE CNB SPECIAL MEETING

Q:                WHEN AND WHERE WILL CNB HOLD ITS SPECIAL MEETING?

A:                 CNB will hold a special meeting of its shareholders at                 , on [      ], at [      ] local time.

Q:                WHAT MATTERS ARE CNB SHAREHOLDERS BEING ASKED TO APPROVE AT THE CNB SPECIAL MEETING PURSUANT TO THIS JOINT PROXY STATEMENT/PROSPECTUS?

A:                 CNB shareholders are being asked to approve the merger agreement, and thereby approve the transactions contemplated by the merger agreement, including the merger. We refer to this proposal as the “CNB merger proposal.”  CNB shareholders also are being asked to approve one or more adjournments of the special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of the CNB merger proposal, which we refer to as the “CNB adjournment proposal.”

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Q:                WHAT DOES CNB’S BOARD OF DIRECTORS RECOMMEND WITH RESPECT TO THE TWO PROPOSALS?

A:                 CNB’s board of directors has unanimously approved the merger agreement and determined that the merger agreement and the merger are fair to and in the best interests of CNB and its shareholders and unanimously recommends that CNB shareholders vote “FOR” the CNB merger proposal.

CNB’s board of directors also unanimously recommends that CNB shareholders vote “FOR” the CNB adjournment proposal.

Q:                DID THE BOARD OF DIRECTORS OF CNB RECEIVE AN OPINION FROM A FINANCIAL ADVISOR WITH RESPECT TO THE MERGER?

A:                 Yes. On December 14, 2014, Raymond James & Associates, Inc., which we refer to in this joint proxy statement/prospectus as “Raymond James,” rendered its oral opinion to the board of directors of CNB, which was confirmed in writing on December 14, 2014, that, as of such date and based upon and subject to the factors and assumptions described to the CNB board during its presentation and set forth in the opinion, the consideration in the proposed merger was fair, from a financial point of view, to holders of CNB common stock. The full text of Raymond James’ written opinion is attached as Appendix B to this joint proxy statement/prospectus. CNB shareholders are urged to read the opinion carefully.

Q:                WHO CAN VOTE AT THE CNB SPECIAL MEETING?

A:                 Holders of record of CNB common stock at the close of business on [CNB record date], which is the record date for the CNB special meeting, are entitled to vote at the special meeting.

Q:                HOW MANY VOTES MUST BE REPRESENTED IN PERSON OR BY PROXY AT THE CNB SPECIAL MEETING TO HAVE A QUORUM?

A:                 The holders of a majority of the shares of CNB common stock outstanding and entitled to vote at the special meeting, present in person or represented by proxy, will constitute a quorum at the special meeting.

Q:                WHAT VOTE BY CNB SHAREHOLDERS IS REQUIRED TO APPROVE THE CNB SPECIAL MEETING PROPOSALS?

A:                 Approval of the CNB merger proposal will require the affirmative vote of holders of two-thirds of the outstanding shares of CNB common stock.  Abstentions and broker non-votes will have the same effect as shares voted against the merger agreement proposal.

Approval of the CNB adjournment proposal will require the affirmative vote of a majority of the votes cast at the special meeting.  Abstentions and broker non-votes will not affect whether the CNB adjournment proposal is approved.

As of the record date for the special meeting, directors and executive officers of CNB, together with their affiliates, had sole or shared voting power over approximately [      ]% of the CNB common stock outstanding and entitled to vote at the special meeting.

Q:                HOW CAN THE CNB SHAREHOLDERS VOTE THEIR SHARES FOR THE SPECIAL MEETING PROPOSALS PRESENTED IN THIS JOINT PROXY STATEMENT/PROSPECTUS?

A:                 CNB shareholders may vote by completing, signing, dating and returning the proxy card in the enclosed prepaid return envelope as soon as possible. This will enable their shares to be represented and voted at the special meeting. If your stock is held in “street name,” you will receive instructions from your broker, bank or other nominee that you must follow to have your shares voted. Your broker, bank or other nominee may allow you to deliver your voting instructions via the telephone or the Internet. Please review the proxy card or instruction form provided by your broker, bank or other nominee that accompanies this proxy statement.

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Q:                WILL A BROKER OR BANK HOLDING SHARES IN “STREET NAME” FOR A CNB SHAREHOLDER AUTOMATICALLY VOTE THOSE SHARES FOR THE SHAREHOLDER AT THE CNB SPECIAL MEETING?

A:                 No. A broker, bank or other nominee WILL NOT vote your shares with respect to the CNB merger proposal without first receiving instructions from you on how to vote. If your shares are held in “street name,” you will receive separate voting instructions with your proxy materials. It is therefore important that you provide timely instruction to your broker, bank or other nominee to ensure that all shares of CNB common stock that you own are voted at the special meeting.

Q:                WILL CNB SHAREHOLDERS BE ABLE TO VOTE THEIR SHARES AT THE CNB SPECIAL MEETING IN PERSON?

A:                 Yes. Submitting a proxy will not affect the right of any CNB shareholder to vote in person at the special meeting. If your shares are held in “street name,” you must ask your broker, bank or other nominee how to vote your shares in person at the special meeting.

Q:                WHAT DO CNB SHAREHOLDERS NEED TO DO NOW?

A:                 After carefully reading and considering the information contained in this joint proxy statement/prospectus, CNB shareholders are requested to vote by mail or by attending the special meeting and voting in person. If you choose to vote by mail, you should complete, sign, date and promptly return the enclosed proxy card. The proxy card will instruct the persons named on the proxy card to vote the shareholder’s CNB shares at the special meeting as the shareholder directs. If a shareholder signs and sends in a proxy card and does not indicate how the shareholder wishes to vote, the proxy will be voted “FOR” approval of the CNB merger agreement and “FOR” approval of the CNB adjournment proposal.

Q:                WHAT SHOULD A CNB SHAREHOLDER DO IF HE OR SHE RECEIVES MORE THAN ONE SET OF VOTING MATERIALS?

A:                 As a CNB shareholder, you may receive more than one set of voting materials, including multiple copies of this joint proxy statement/prospectus and multiple CNB proxy cards or voting instruction cards. For example, if you hold your CNB shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold CNB shares. If you are a holder of record and your CNB shares are registered in more than one name, you will receive more than one proxy card. In addition, if you are a holder of both CNB common stock and Bridge Bancorp common stock, you will receive one or more separate proxy cards or voting instruction cards for each company. Please complete, sign, date and return each proxy card and voting instruction card that you receive or otherwise follow the voting instructions set forth in this joint proxy statement/prospectus in the sections entitled “CNB Special Meeting of Shareholders” and “Bridge Bancorp, Inc. Annual Meeting of Shareholders.”

Q:                MAY A CNB SHAREHOLDER CHANGE OR REVOKE THE SHAREHOLDER’S VOTE AFTER SUBMITTING A PROXY?

A:                 Yes.  If you have not voted through your broker, bank or other nominee, you can change your vote by:

·          providing written notice of revocation to the Corporate Secretary of CNB, which must be filed with the Corporate Secretary by the time the special meeting begins;

·          submitting a new proxy card (any earlier proxies will be revoked automatically); or

·          attending the special meeting and voting in person. Any earlier proxy will be revoked. However, simply attending the special meeting without voting will not revoke your proxy.

If you have instructed a broker, bank or other nominee to vote your shares, you must follow the directions of your broker bank or other nominee to change your vote.

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Q:                WHAT HAPPENS IF I SELL MY SHARES OF CNB COMMON STOCK BEFORE THE SPECIAL MEETING?

A:                 The record date for CNB shareholders entitled to vote at the special meeting is earlier than both the date of the special meeting and the completion of the merger. If you transfer your CNB shares of common stock after the record date but before the special meeting, you will, unless special arrangements are made, retain your right to vote at the special meeting but will transfer the right to receive the merger consideration to the person to whom you transfer your shares.

Q:                IF I AM A CNB SHAREHOLDER, WHO CAN HELP ANSWER MY QUESTIONS?

A:                 If you have any questions about the merger or the special meeting, or if you need additional copies of this joint proxy statement/prospectus or the enclosed proxy card, you should contact CNB’s proxy solicitor, Laurel Hill Advisory Group, LLC, at (888) 742-1305.

THE BRIDGE BANCORP ANNUAL MEETING

Q:                WHEN AND WHERE WILL BRIDGE BANCORP HOLD ITS ANNUAL MEETING?

A:                 Bridge Bancorp will hold its annual meeting of its shareholders at The Bridgehampton National Bank, 2200 Montauk Highway, Bridgehampton, New York 11932, on Friday, May 8, 2015, at 11:00 a.m. local time.

Q:                WHAT MATTERS ARE BRIDGE BANCORP SHAREHOLDERS BEING ASKED TO APPROVE AT THE BRIDGE BANCORP ANNUAL MEETING PURSUANT TO THIS JOINT PROXY STATEMENT/PROSPECTUS?

A:                 At the Bridge Bancorp annual meeting, Bridge Bancorp shareholders will be asked to:

·          approve the issuance of shares of Bridge Bancorp common stock to CNB shareholders at the completion of the merger.  We refer to this proposal as the “Bridge Bancorp merger proposal”;

·          approve the adjournment, postponement or continuation of the annual meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of the issuance of Bridge Bancorp common stock to CNB shareholders at the completion of the merger.  We refer to this proposal as the “Bridge Bancorp adjournment proposal”;

·          approve the amendment of Bridge Bancorp’s certificate of incorporation to increase the number of shares of common stock that Bridge Bancorp is authorized to issue from 20 million to 40 million.  We refer to this proposal as the “Bridge Bancorp certificate amendment proposal”; and

·          vote on other matters that are usually addressed at the annual meeting, including the election of directors, an advisory (non-binding) resolution approving Bridge Bancorp’s executive compensation as described in this joint proxy statement/prospectus and the ratification of the appointment of Crowe Horwath LLP as the independent registered public accounting firm for fiscal 2015.

If the issuance of shares of Bridge Bancorp common stock to CNB shareholders at the completion of the merger is not approved by Bridge Bancorp shareholders, the merger cannot be completed.

Q:                WHAT DOES BRIDGE BANCORP’S BOARD OF DIRECTORS RECOMMEND WITH RESPECT TO THE PROPOSALS?

A:                 The Bridge Bancorp board of directors unanimously recommends that you vote “FOR” approval of the Bridge Bancorp merger proposal, “FOR” approval of the Bridge Bancorp adjournment proposal, “FOR” the Bridge Bancorp certificate amendment proposal, “FOR” each of the director nominees, and “FOR” each of the other proposals to be voted on at the annual meeting.

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Q:                DID THE BOARD OF DIRECTORS OF BRIDGE BANCORP RECEIVE AN OPINION FROM ITS FINANCIAL ADVISORS WITH RESPECT TO THE MERGER?

A:                 Yes. On December 12, 2014, RBC Capital Markets, LLC, which we refer to in this joint proxy statement/prospectus as “RBC”, delivered to the board of directors of Bridge Bancorp its written opinion that, as of such date and based upon and subject to the factors and assumptions described to the Bridge Bancorp board during its presentation and set forth in the opinion, the consideration in the proposed merger was fair, from a financial point of view, to Bridge Bancorp.  In addition, on December 12, 2014, Sandler O’Neill & Partners, L.P., which we refer to in this joint proxy statement/prospectus as “Sandler O’Neill”, delivered to the board of directors of Bridge Bancorp its written opinion that, as of such date and based upon and subject to the factors and assumptions described to the Bridge Bancorp board during its presentation and set forth in the opinion, the consideration in the proposed merger was fair, from a financial point of view, to Bridge Bancorp. The full text of the written opinions of RBC and Sandler O’Neill are attached as Appendix C and Appendix D, respectively, to this joint proxy statement/prospectus. Bridge Bancorp shareholders are urged to read the opinion carefully.

Q:                WHO CAN VOTE AT THE BRIDGE BANCORP ANNUAL MEETING?

A:                 Holders of record of Bridge Bancorp common stock at the close of business on March 20, 2015, which is the record date for the Bridge Bancorp annual meeting, are entitled to vote at the annual meeting.

Q:                HOW MANY VOTES MUST BE REPRESENTED IN PERSON OR BY PROXY AT THE BRIDGE BANCORP ANNUAL MEETING TO HAVE A QUORUM?

A:                 The holders of a majority of the shares of Bridge Bancorp common stock outstanding and entitled to vote at the annual meeting, present in person or represented by proxy, will constitute a quorum at the annual meeting.

Q:                WHAT VOTE BY BRIDGE BANCORP SHAREHOLDERS IS REQUIRED TO APPROVE THE BRIDGE BANCORP ANNUAL MEETING PROPOSALS?

A:                 Assuming a quorum is present at the Bridge Bancorp annual meeting, approval of the Bridge Bancorp merger proposal, the Bridge Bancorp adjournment proposal, the ratification of the appointment of Crowe Horwath LLP as the independent registered public accounting firm for fiscal 2015, and the advisory (non-binding) resolution to approve Bridge Bancorp’s executive compensation as described in this joint proxy statement/prospectus, will each require the affirmative vote of a majority of the votes cast at the meeting. Abstentions and broker non-votes will have no effect on the vote on these proposals.

Approval of the Bridge Bancorp certificate amendment will require the affirmative vote of a majority of the outstanding shares of Bridge Bancorp common stock entitled to vote on the proposal.  Broker non-votes and abstentions from voting will have the same effect as voting against the Bridge Bancorp certificate amendment proposal.

Directors of Bridge Bancorp will be elected by a plurality of votes cast, without regard to either broker non-votes, or proxies as to which authority to vote for the nominees being proposed is withheld.

As of the record date for the annual meeting, directors and executive officers of Bridge Bancorp, together with their affiliates, had sole or shared voting power over approximately 6.2% of the Bridge Bancorp common stock outstanding and entitled to vote at the annual meeting.

Q:                HOW CAN THE BRIDGE BANCORP SHAREHOLDERS VOTE THEIR SHARES FOR THE ANNUAL MEETING PROPOSALS PRESENTED IN THIS JOINT PROXY STATEMENT/PROSPECTUS?

A:                 Bridge Bancorp shareholders may vote by completing, signing, dating and returning the proxy card in the enclosed prepaid return envelope as soon as possible. This will enable their shares to be represented and voted at the annual meeting.  If your stock is held in “street name,” you will receive instructions from your broker, bank or other nominee that you must follow to have your shares voted. Your broker, bank or other nominee may allow you to deliver your voting instructions via the telephone or the Internet. Please review the proxy

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card or instruction form provided by your broker, bank or other nominee that accompanies this proxy statement.

Q:                WILL A BROKER OR BANK HOLDING SHARES IN “STREET NAME” FOR A BRIDGE BANCORP SHAREHOLDER AUTOMATICALLY VOTE THOSE SHARES FOR THE SHAREHOLDER AT THE BRIDGE BANCORP ANNUAL MEETING?

A:                 Not on all matters, and not on matters related to the merger.  A broker or bank WILL NOT vote your shares with respect to the Bridge Bancorp merger proposal without first receiving instructions from you on how to vote. If your shares are held in “street name,” you will receive separate voting instructions with your proxy materials. It is therefore important that you provide timely instruction to your broker or bank to ensure that all shares of Bridge Bancorp common stock that you own are voted at the annual meeting. A broker or bank will also not be able to vote your shares with respect to the Bridge Bancorp certificate amendment proposal, the election of directors, or the approval, on an advisory (non-binding) basis, of the Bridge Bancorp executive compensation as described in this joint proxy statement/prospectus.

Q:                WILL BRIDGE BANCORP SHAREHOLDERS BE ABLE TO VOTE THEIR SHARES AT THE BRIDGE BANCORP ANNUAL MEETING IN PERSON?

A:                 Yes. Submitting a proxy will not affect the right of any Bridge Bancorp shareholder to vote in person at the annual meeting. If a Bridge Bancorp shareholder holds shares in “street name,” the shareholder must ask its broker or bank how to vote those shares in person at the annual meeting.

Q:                WHAT DO BRIDGE BANCORP SHAREHOLDERS NEED TO DO NOW?

A:                 After carefully reading and considering the information contained in this joint proxy statement/prospectus, Bridge Bancorp shareholders are requested to vote by mail or by attending the annual meeting and voting in person. If you choose to vote by mail, you should complete, sign, date and promptly return the enclosed proxy card. The proxy card will instruct the persons named on the proxy card to vote a shareholder’s Bridge Bancorp shares at the annual meeting as such shareholder directs. If a shareholder signs and sends in a proxy card and does not indicate how the shareholder wishes to vote, the proxy will be voted “FOR” all of the Bridge Bancorp annual meeting proposals and “FOR” the election of all director nominees.

Q:                WHAT SHOULD A BRIDGE BANCORP SHAREHOLDER DO IF HE OR SHE RECEIVES MORE THAN ONE SET OF VOTING MATERIALS?

A:                 As a Bridge Bancorp shareholder, you may receive more than one set of voting materials, including multiple copies of this joint proxy statement/prospectus and multiple Bridge Bancorp proxy cards or voting instruction cards. For example, if you hold your Bridge Bancorp shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold Bridge Bancorp shares. If you are a holder of record and your Bridge Bancorp shares are registered in more than one name, you will receive more than one proxy card. In addition, if you are a holder of both Bridge Bancorp common stock and CNB common stock, you will receive one or more separate proxy cards or voting instruction cards for each company. Please complete, sign, date and return each proxy card and voting instruction card that you receive or otherwise follow the voting instructions set forth in this joint proxy statement/prospectus in the sections entitled “CNB Special Meeting of Shareholders” and “Bridge Bancorp, Inc. Annual Meeting of Shareholders.”

Q:                MAY A BRIDGE BANCORP SHAREHOLDER CHANGE OR REVOKE THE SHAREHOLDER’S VOTE AFTER SUBMITTING A PROXY?

A:                 Yes. If you have not voted through a broker, bank or other nominee, you can change your vote by:

·          providing written notice of revocation to the Corporate Secretary of Bridge Bancorp, which must be filed with the Corporate Secretary by the time the annual meeting begins;

·          submitting a new proxy card (any earlier proxies will be revoked automatically); or

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·          attending the annual meeting and voting in person. Any earlier proxy will be revoked. However, simply attending the annual meeting without voting will not revoke your proxy.

If you have instructed a broker, bank or other nominee to vote your shares, you must follow the directions of such broker, bank or other nominee to change your vote.

Q:                WHAT HAPPENS IF I SELL MY SHARES OF BRIDGE BANCORP COMMON STOCK BEFORE THE ANNUAL MEETING?

A:                 The record date for Bridge Bancorp shareholders entitled to vote at the annual meeting is earlier than both the date of the annual meeting and the completion of the merger. If you transfer your Bridge Bancorp shares of common stock after the record date but before the annual meeting, you will, unless special arrangements are made, retain your right to vote at the annual meeting.

Q:                IF I AM A BRIDGE BANCORP SHAREHOLDER, WHO CAN HELP ANSWER MY QUESTIONS?

A:                 If you have any questions about the merger or the annual meeting, or if you need additional copies of this joint proxy statement/prospectus or the enclosed proxy card, you should contact Bridge Bancorp’s proxy solicitor, Laurel Hill Advisory Group, LLC, at [      ] for shareholders or [      ] for banks and brokers.

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SUMMARY

On December 14, 2014, Bridge Bancorp, and its wholly owned subsidiary, Bridgehampton Bank, entered into an Agreement and Plan of Merger (which we refer to as the “merger agreement”) with CNB.  The merger agreement provides for the merger of CNB with and into Bridgehampton Bank, with Bridgehampton Bank as the surviving bank (which we refer to as the “merger”).

The merger cannot be completed unless the merger agreement is approved by CNB shareholders and the issuance of shares of Bridge Bancorp common stock to CNB shareholders upon completion of the merger is approved by Bridge Bancorp shareholders.  This document (which we refer to as the “joint proxy statement/prospectus”) provides you with detailed information about the proposed merger. It also contains or references information about Bridge Bancorp and CNB and related matters.

This summary highlights selected information included in this joint proxy statement/prospectus and does not contain all of the information that may be important to you. You should read this entire joint proxy statement/prospectus and its appendices and the other documents to which we refer you before you decide how to vote with respect to the merger agreement and related transactions.  In addition, we incorporate by reference important business and financial information about Bridge Bancorp, Inc. into this document. For a description of this information, see “Where You Can Find More Information” on page 150. You may obtain the information incorporated by reference into this document without charge by following the instructions in the section entitled “References to Additional Information” on the inside front cover of this document. Each item in this summary includes a page reference directing you to a more complete description of that item.

This joint proxy statement/prospectus, including information included or incorporated by reference herein, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements include, but are not limited to: (i) statements of goals, intentions and expectations; (ii) statements regarding business plans, prospects, growth and operating strategies; (iii) statements regarding the asset quality of loan and investment portfolios; (iv) statements regarding estimates of risks and future costs and benefits; and (iv) other statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” or words of similar meaning.  These forward-looking statements are based on current beliefs and expectations of the management of Bridge Bancorp, Bridgehampton Bank and CNB and are inherently subject to significant business, economic and competitive uncertainties and contingencies, including those described in the section entitled “Risk Factors,” many of which are beyond the control of Bridge Bancorp, Bridgehampton Bank and CNB. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from the anticipated results discussed in these forward-looking statements. See “Forward-Looking Statements” on page 35.

THE MERGER

The merger agreement is attached to this document as Appendix A.  We encourage you to read the agreement carefully, as it is the legal document that governs the merger of CNB with and into Bridgehampton Bank.

Parties to the Merger (page 98)

Bridge Bancorp and Bridgehampton Bank. Bridge Bancorp is a bank holding company engaged in commercial banking and financial services through its wholly owned subsidiary, Bridgehampton Bank.  Established in 1910, and headquartered in Bridgehampton, New York, Bridgehampton Bank, with assets of approximately $2.29 billion, total deposits of approximately $1.83 billion and stockholders’ equity of approximately $175 million as of December 31, 2014, has a primary market area of Suffolk and Southern Nassau Counties, Long Island, operates 29 retail branch locations and two loan production offices; one in Manhattan, and one in Riverhead, New York. Through this branch network and its electronic delivery channels, Bridgehampton Bank provides deposit and loan products and financial services to local businesses, consumers and municipalities.  Title insurance services are offered through Bridgehampton Bank’s wholly owned subsidiary, Bridge Abstract.  Bridge Financial Services, Inc., a wholly owned subsidiary of Bridgehampton Bank, offers financial planning and investment consultation. The principal executive

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office of Bridge is located at 2200 Montauk Highway, Bridgehampton, New York 11932 and the telephone number is (631) 537-1000.

CNB. Founded in 2005, CNB is a national bank regulated by the Office of the Comptroller of the Currency.  CNB engages in general commercial banking business from its main office in Great Neck, New York, eight branch offices located in Nassau and western Suffolk counties on Long Island, one branch office in Manhattan, New York City and one branch office in Queens, New York City.  CNB provides its customers with a variety of banking services such as transactional deposit accounts, time deposit accounts, consumer and business loans and merchant bank card services.  As of December 31, 2014, CNB’s total assets, deposits, and net loans were approximately $951 million, $829 million, and $750 million, respectively.  CNB’s principal executive office is located at 200 Middle Neck Road, Great Neck, New York 11201 and the telephone number is (516) 498-9111.

Upon completion of the proposed merger, the combined institution will have $3.3 billion in assets, $2.7 billion in deposits and 40 branches serving Long Island and the greater New York metropolitan area.

Annual Meeting of Shareholders of Bridge Bancorp (page 36)

Bridge Bancorp will hold its 2015 annual meeting of shareholders at The Bridgehampton National Bank, at 2200 Montauk Highway, Bridgehampton, New York 11932, on Friday, May 8, 2015 at 11:00 a.m., local time.  At the annual meeting, Bridge Bancorp shareholders will be asked to:

·                  approve the issuance of shares of Bridge Bancorp common stock to CNB shareholders at the completion of the merger, as set forth in the merger agreement (which we refer to as the “Bridge Bancorp merger proposal”);

·                  approve the adjournment, postponement or continuation of the annual meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of the issuance of Bridge Bancorp common stock to CNB shareholders at the completion of the merger (which we refer to as the “Bridge Bancorp adjournment proposal”);

·                  approve the amendment of Bridge Bancorp’s certificate of incorporation to increase the number of shares of common stock Bridge Bancorp is authorized to issue from 20 million to 40 million (which we refer to as the “Bridge Bancorp certificate amendment proposal”); and

·                  vote on other matters that are usually addressed at the annual meeting, including the election of two directors, an advisory (non-binding) resolution approving Bridge Bancorp’s executive compensation as described in this joint proxy statement/prospectus and the ratification of the appointment of Crowe Horwath LLP as the independent registered public accounting firm for fiscal 2015.

If the issuance of shares of Bridge Bancorp common stock to CNB shareholders at the completion of the merger is not approved by Bridge Bancorp shareholders, the merger cannot be completed.

You may vote at the annual meeting of shareholders if you owned shares of Bridge Bancorp common stock at the close of business on the record date, March 20, 2015.  On that date, there were 11,704,184 shares of Bridge Bancorp common stock outstanding and entitled to vote at the annual meeting of shareholders. You may cast one vote for each share of Bridge Bancorp common stock you owned on the record date.

Even if you expect to attend the annual meeting of shareholders, Bridge Bancorp recommends that you promptly complete and return your proxy card in the enclosed return envelope.

Assuming a quorum is present at the Bridge Bancorp annual meeting, approval of the Bridge Bancorp merger proposal, the Bridge Bancorp adjournment proposal, the ratification of the appointment of Crowe Horwath LLP as the independent registered public accounting firm for fiscal 2015, and the advisory (non-binding) resolution to approve Bridge Bancorp’s executive compensation as described in this joint proxy statement/prospectus, will each require the affirmative vote of a majority of the votes cast at the meeting. Abstentions and broker non-votes will have no effect on the vote on these proposals.

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Approval of the Bridge Bancorp certificate amendment will require the affirmative vote of a majority of the outstanding shares entitled to vote on the proposal.  Broker non-votes and abstentions from voting will have the same effect as voting against the Bridge Bancorp certificate amendment proposal.

Directors of Bridge Bancorp will be elected by a plurality of votes cast, without regard to either broker non-votes, or proxies as to which authority to vote for the nominees being proposed is withheld.

As of the record date for the annual meeting, directors and executive officers of Bridge Bancorp, together with their affiliates, had sole or shared voting power over approximately 6.2% of the Bridge Bancorp common stock outstanding and entitled to vote at the annual meeting. These individuals have agreed to vote “FOR” approval of the Bridge Bancorp merger proposal.

Special Meeting of Shareholders of CNB (page 72)

CNB will hold a special meeting of its shareholders at         , on [      ] at [      ] local time.  At the special meeting of shareholders, CNB shareholders will be asked to vote to approve the merger agreement (which we refer to as the “CNB merger proposal”), and to approve one or more adjournments of the special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of the CNB merger proposal (which we refer to as the “CNB adjournment proposal”).

You may vote at the special meeting of shareholders if you owned shares of CNB common stock at the close of business on the record date, [CNB record date].  On that date, there were [      ] shares of CNB common stock outstanding and entitled to vote at the CNB special meeting of shareholders. You may cast one vote for each share of CNB common stock you owned on the record date.

Even if you expect to attend the special meeting of shareholders, CNB recommends that you promptly complete and return your proxy card in the enclosed return envelope.

Approval of the merger agreement by CNB shareholders requires the affirmative vote of holders of two-thirds of the issued and outstanding shares of CNB common stock.  A failure to vote or an abstention will have the same effect as a vote against approval of the merger agreement.  Approval of the CNB adjournment proposal will require the affirmative vote of a majority of the votes cast at the special meeting. Abstentions and broker non-votes will not affect whether the CNB adjournment proposal is approved.

As of the record date, directors and executive officers of CNB beneficially owned 3,164,224 shares of CNB common stock entitled to vote at the special meeting of shareholders.  This represents approximately 43% of the total votes entitled to be cast at the special meeting of shareholders. These individuals have executed voting agreements pursuant to which they have agreed to vote “FOR” adoption of the merger agreement.

What CNB Shareholders Will Receive in the Merger (page 98)

If the merger agreement is approved and the merger is subsequently completed, each outstanding share of CNB common stock will be converted into the right to receive 0.79 of a share of Bridge Bancorp common stock, which is referred to as the exchange ratio.  In the event of certain decreases in the stock price of Bridge Bancorp, as described in the merger agreement and this document, CNB may elect to terminate the merger agreement unless Bridge Bancorp elects to increase the exchange ratio.

Material United States Federal Income Tax Consequences of the Merger (page 141)

Bridge Bancorp and CNB will not be required to complete the merger unless each receives a legal opinion from its respective counsel to the effect that the merger will qualify as a tax-free reorganization for United States federal income tax purposes.

We expect that, for United States federal income tax purposes, you generally will not recognize any gain or loss with respect to your shares of CNB common stock upon receiving shares of Bridge Bancorp common stock in the merger, except with respect to any cash received in lieu of a fractional share interest in Bridge Bancorp common stock.

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You should read “The Merger and the Merger Agreement—Material United States Federal Income Tax Consequences of the Merger” for a more complete discussion of the federal income tax consequences of the merger. Tax matters can be complicated and the tax consequences of the merger to you will depend on your particular tax situation. You should consult your tax advisor to fully understand the tax consequences of the merger to you.

The CNB Board of Directors Unanimously Recommends Shareholder Approval of the Merger Agreement (page 102)

CNB’s board of directors, after careful review and consideration of the terms of the merger agreement, unanimously approved the merger agreement and all directors have agreed to vote shares of CNB stock they own as of the record date in favor of the adoption of the merger agreement. CNB’s board of directors believes that the merger and the merger agreement are fair to and in the best interests of CNB and its shareholders and unanimously recommends that you vote “FOR” approval and adoption of the merger agreement. See “The Merger and the Merger Agreement—Recommendation of the CNB Board of Directors and Reasons for the Merger.”

Fairness Opinion of CNB’s Financial Advisor (page 104 and Appendix B)

At the December 14, 2014 meeting of the CNB board of directors, representatives of Raymond James rendered Raymond James’ oral opinion, which was subsequently confirmed by delivery of a written opinion to the CNB board of directors dated December 14, 2014, as to the fairness, as of such date, from a financial point of view, to the holders of CNB common stock other than Bridge Bancorp and its affiliates (the “Unaffiliated Shareholders”) of the exchange ratio provided for in the merger pursuant to the merger agreement. Raymond James’ opinion addresses the fairness, from a financial point of view, to the Unaffiliated Shareholders in their capacity as holders of CNB common stock, and not in any other capacity, based upon and subject to the qualifications, assumptions and other matters considered in connection with the preparation of its opinion.

The full text of the written opinion of Raymond James, dated December 14, 2014, which sets forth, among other things, the various qualifications, assumptions and limitations on the scope of the review undertaken, is attached as Appendix B to this joint proxy statement prospectus.  Raymond James provided its opinion for the information and assistance of the CNB board of directors (in its capacity as such) in connection with its consideration of the merger, and its opinion only addresses whether the exchange ratio provided for in the merger pursuant to the merger agreement was fair, from a financial point of view, to the Unaffiliated Shareholders.  The opinion of Raymond James did not address any other term or aspect of the merger agreement or the merger contemplated thereby.  The Raymond James opinion does not constitute a recommendation to the CNB board or any holder of CNB common stock as to how the CNB board, such shareholder or any other person should vote or otherwise act with respect to the merger or any other matter.

The Bridge Bancorp Board of Directors Unanimously Recommends Shareholder Approval of the Issuance of Shares of Bridge Bancorp Common Stock to CNB Shareholders at the Completion of the Merger (page 109)

Bridge Bancorp’s board of directors, after careful review and consideration of the terms of the merger agreement, unanimously approved the merger agreement, and all directors have agreed to vote shares of Bridge Bancorp stock they own as of the record date in favor of the adoption of the Bridge Bancorp merger proposal. Bridge Bancorp’s board of directors believes that the merger and the merger agreement are fair to and in the best interests of Bridge Bancorp and its shareholders and unanimously recommends that you vote “FOR” approval of the Bridge Bancorp merger proposal. See “The Merger and the Merger Agreement—Recommendation of the Bridge Bancorp Board of Directors and Reasons for the Merger.”

Opinion of RBC Capital Markets, LLC as Bridge Bancorp’s Financial Advisor (page 110 and Appendix C)

Bridge Bancorp retained RBC to provide an opinion as to the fairness, from a financial point of view, of the consideration to be paid by Bridge Bancorp in connection with the merger. Bridge Bancorp selected RBC to act as its financial advisor based on its qualifications, expertise, reputation and knowledge of Bridge Bancorp’s business and affairs and its experience with community bank holding companies and the industry in which Bridge Bancorp operates. RBC has delivered a written opinion to the board of directors of Bridge Bancorp to the effect that, as of December 12, 2014 and based upon and subject to the assumptions, limitations, qualifications and other matters set forth therein, the Exchange Ratio pursuant to the merger agreement was fair, from a financial point of view, to Bridge Bancorp. RBC’s opinion was provided to the Bridge Bancorp board of directors in connection with the board’s evaluation of the Exchange Ratio, and did not address any other aspect of the merger or constitute a recommendation to any holder of Bridge Bancorp common stock, par value $0.01 per share, as to how such holder of Bridge Bancorp common stock should vote or act with respect to any matters relating to the merger.

The full text of RBC’s written opinion, dated December 12, 2014, is attached to this joint proxy statement/prospectus as Appendix C, and constitutes part of this joint proxy statement/prospectus. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications of the review undertaken by RBC in rendering its opinion. You should carefully read the opinion in its entirety. For a further discussion of RBC’s opinion, Bridge Bancorp’s prior relationship with RBC and the terms of RBC’s engagement, see “The Merger and the Merger Agreement—Fairness Opinion of RBC as Bridge Bancorp’s Financial Advisor” beginning on page 110 of this joint proxy statement/prospectus.

Opinion of Sandler O’Neill & Partners, L.P. as Bridge Bancorp’s Financial Advisor (page 120 and Appendix D)

On December 12, 2014, Sandler O’Neill rendered its written opinion to the board of directors of Bridge Bancorp that as of the date of the opinion, and based upon and subject to the factors and assumptions set forth in the opinion, the exchange ratio in the proposed merger was fair, from a financial point of view, to Bridge Bancorp’s shareholders. The full text of the Sandler O’Neill written opinion, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached to this document as Appendix D.  Bridge Bancorp shareholders are urged to read the opinion in its entirety.  The Sandler O’Neill written opinion is addressed to the board of directors of Bridge Bancorp, is directed only to the

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exchange ratio in the merger, and does not constitute a recommendation as to how any holder of Bridge Bancorp common stock should vote with respect to the Bridge Bancorp merger proposal or any other matter.

Holders of CNB Common Stock Have Dissenters’ Rights (page 132 and Appendix E)

The holders of CNB common stock are entitled to dissent from approval of the merger agreement and to receive the fair value of the shares if the merger is consummated provided they follow certain procedures.  These procedures are described at page 132 in the section “The Merger and the Merger Agreement—Dissenters’ Rights” and set forth in Appendix E hereto.

Interests of CNB’s Directors and Officers in the Merger that are Different From Yours (page 132)

In considering the recommendation of the Board of Directors of CNB to approve the merger agreement, you should be aware that officers and directors of CNB have employment and other compensation agreements or economic interests that give them interests in the merger that are somewhat different from, or in addition to, their interests as CNB shareholders. These interests and agreements provide for cash severance payments in the aggregate amount of up to approximately $2.6 million. Some of the interests of the officers and directors include:

·                  Change in control agreements with Stuart H. Lubow, President and Chief Executive Officer, Donna Frasco, Executive Vice President and Chief Retail Officer, Conrad Gunther, Executive Vice President and Chief Loan Officer, Joseph Lavelle, Senior Vice President and Chief Compliance & Risk Officer and Jay McConie, Executive Vice President and Chief Financial Officer that provide for cash severance payments, automobile benefits and continued health insurance in connection with a termination of employment without cause or for good reason following a change in control, each of which will be terminated in connection with the merger in exchange for the payment of cash and benefits pursuant to individual settlement agreements that Bridge Bancorp and CNB have entered into with each individual;

·                  A Supplemental Executive Retirement Plan for Stuart H. Lubow which provides for lifetime cash payments commencing on the later of the date of the executive’s termination or the date the executive attains age sixty-five, and this benefit, which the executive is currently not vested in, will become fully vested upon a termination of employment following a change in control, and will be held in a Rabbi trust for the benefit of Mr. Lubow;

·                  A Non-Competition and Consulting Agreement that Bridgehampton Bank has entered into with Stuart

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H. Lubow, a Defense of Tax Position Agreement and a settlement agreement that Bridge Bancorp and Bridgehampton Bank have entered into with each of Stuart H. Lubow, Donna Frasco, Conrad Gunther, Joseph Lavelle and Jay McConie;

·                  The CNB 2004 Incentive Stock Option Plan, CNB 2004 Stock Option Plan for Non-Employee Directors and the CNB 2007 Stock Option Plan shall terminate in connection with the merger, and, as a result of the merger, the holder of a stock option, whether or not vested, will receive an amount equal to the product of (i) the excess, if any, of the average value of a share of Bridge Bancorp common stock as reported on the Nasdaq for the five consecutive trading days ending on the fifth trading day preceding the date of the merger and (ii) the exchange ratio of 0.79, over the applicable per share exercise price of that option multiplied by the number of shares of CNB common stock that the holder could have purchased with the option if the holder had exercised the option immediately prior to the date of the merger, and at the holder’s election payment, less applicable tax withholding, will be made in the form of cash, 40% cash and 60% Bridge Bancorp common stock or solely in the form of Bridge Bancorp common stock;

·                  Two individuals who are directors of CNB, as determined by Bridge Bancorp and Bridgehampton Bank, shall be appointed and elected to the Bridge Bancorp and Bridgehampton Bank boards of directors;

·                  Matthew Lindenbaum, a CNB director, and his affiliates own approximately 8% of the outstanding shares of common stock of Bridge Bancorp; and

·                  Rights of CNB officers and directors to continued indemnification coverage and continued coverage under directors’ and officers’ liability insurance policies.

Regulatory Approvals Required for the Merger (page 138)

The merger cannot be completed without the prior approval of the Office of the Comptroller of the Currency.  Bridgehampton Bank is in the process of seeking this approval.  While Bridgehampton Bank does not know of any reason why it would not be able to obtain the necessary approvals in a timely manner, Bridgehampton Bank cannot assure you that this approval will occur or what the timing may be or that this approval will not be subject to one or more conditions that affect the advisability of the merger.

Conditions to the Merger (page 137)

Completion of the merger depends on a number of conditions being satisfied or waived, including the following:

·                  the receipt of all regulatory approvals and other necessary approvals of governmental entities (other than those the failure of which to obtain would not reasonably be expected to cause a material adverse effect (as defined in the merger agreement)), including the OCC’s approval of the merger and the expiration of all applicable statutory waiting periods;

·                  approval of the merger agreement by the affirmative vote of holders of two-thirds of the issued and outstanding shares of CNB common stock;

·                  approval of the issuance of shares of Bridge Bancorp common stock to CNB shareholders at the completion of the merger, by the affirmative vote of a majority of the votes cast by Bridge Bancorp shareholders;

·                  there must be no statute, rule, regulation, order, injunction or decree in existence which enjoins or prohibits the completion of the merger;

·                  Bridge Bancorp’s registration statement, of which this joint proxy statement/prospectus is a part, shall have become effective and no stop order suspending its effectiveness shall have been issued and no

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proceedings for that purpose shall have been initiated or threatened by the Securities and Exchange Commission;

·                  the shares of Bridge Bancorp common stock to be issued to CNB shareholders in the merger must have been approved for listing on the Nasdaq;

·                  with respect to each of CNB and Bridge Bancorp, the representations and warranties of the other party to the merger agreement must be true and correct in all material respects as of the date of the merger agreement and as of the date of the closing (except to the extent such representations and warranties speak as of an earlier date).  If a representation or warranty was qualified as to materiality, it must be true or correct after giving effect to the materiality standard. In addition, each party must have performed in all material respects all obligations and complied in all material respects with all agreements or covenants to be performed or complied with by it at or prior to the effective time of the merger;

·                  both Bridge and CNB must have received a legal opinion from their respective counsels that the merger will qualify as a tax-free reorganization under United States federal income tax laws;

·                  holders of no more than 10% of CNB’s common stock exercise their right to dissent from approving the merger and instead demand the fair value of their shares;

·                  the regulatory approvals necessary to consummate the merger must not include any term, condition or restriction upon Bridge Bancorp or Bridgehampton Bank that imposes a burdensome condition, as defined in the merger agreement; and

·                  Bridge Bancorp shall have delivered certificates representing the shares of Bridge Bancorp common stock, or at its option, evidence of shares in book entry form, and cash in lieu of fractional shares to the exchange agent on or before the closing date and the exchange agent has provided CNB with a certificate evidencing such delivery.

The parties may waive conditions to their obligations unless they are legally prohibited from doing so.  Shareholder approval and regulatory approvals may not be legally waived.

Although Bridge Bancorp anticipates the closing will occur during the second quarter of 2015, because the satisfaction of certain of these conditions is beyond its control, Bridge Bancorp cannot be certain when, or if, the conditions to the merger will be satisfied or waived or whether the merger will be completed.

No Solicitation (page 139)

Subject to certain exceptions, CNB has agreed not to initiate, solicit, induce or knowingly encourage any inquiries or the making of any proposal or offer from any third party relating to an acquisition of CNB, or enter into an agreement relating to an acquisition proposal by a third party.  Notwithstanding these restrictions, however, the merger agreement provides that, under specified circumstances, in response to an unsolicited acquisition proposal or inquiry from a third party which, in the good faith judgment of the CNB board of directors, is or is reasonably likely to lead to a proposal which is superior to the merger with Bridgehampton Bank, CNB may furnish information regarding CNB and participate in discussions and negotiations with such third party.

Termination of the Merger Agreement (page 139)

Bridge Bancorp and CNB may mutually agree at any time to terminate the merger agreement without completing the merger, even if CNB and Bridge Bancorp shareholders have approved it.  Also, either party may decide, without the consent of the other party, to terminate the merger agreement under specified circumstances, including if the merger is not consummated by November 30, 2015, if the required regulatory approval is not received or if the shareholders of CNB or Bridge Bancorp do not approve the merger.  In addition, either party may terminate the merger agreement if there is a breach of the agreement by the other party that would cause the failure of conditions to the terminating party’s obligation to close, unless the breach is capable of being cured and is cured within 30 days of the notice of breach (provided that the terminating party is not then in material breach of the

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merger agreement).  In addition, CNB may terminate the merger agreement if Bridge’s stock price falls below thresholds set forth in the merger agreement and Bridge does not increase the exchange ratio pursuant to a prescribed formula or, under certain limited circumstances, if CNB has received a proposal which its board of directors determines is superior to the merger with Bridge Bancorp and has determined to accept such proposal.  Bridge Bancorp may terminate the merger agreement if any regulatory approval includes a burdensome condition or if CNB accepts a superior proposal and fails to recommend that the shareholders of CNB approve the merger agreement or withdraws, or modifies or changes its recommendation in a manner adverse to Bridge Bancorp.

Termination Fee (page 139)

If the merger is terminated pursuant to specified situations in the merger agreement (for example, if CNB accepts a “superior proposal,” as defined in the merger agreement, or enters into an acquisition proposal under certain circumstances), CNB may be required to pay a termination fee to Bridge Bancorp of $5.0 million.  CNB agreed to this termination fee arrangement in order to induce Bridge Bancorp to enter into the merger agreement.  The termination fee requirement may discourage other companies from trying or proposing to combine with CNB before the merger is completed.

Comparison of Shareholders’ Rights (page 144)

The rights of CNB shareholders who continue as Bridge Bancorp shareholders after the merger will be governed by New York corporate law and the certificate of incorporation and bylaws of Bridge Bancorp rather than by the National Bank Act and OCC regulations and the articles of association and bylaws of CNB.

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SELECTED HISTORICAL FINANCIAL DATA FOR BRIDGE BANCORP AND FOR CNB

Bridge Bancorp, Inc.

The following tables set forth selected historical consolidated financial data for Bridge Bancorp as of and for each of the five years ended December 31, 2014 (which has been derived from its audited consolidated financial statements). You should read these tables together with the historical consolidated financial information contained in Bridge Bancorp’s consolidated financial statements, related notes, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Bridge Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2014, which has been filed with the SEC and are incorporated by reference herein.

(1)         Goodwill and core deposit intangibles relate to the acquisition FNBNY Bancorp, Inc. that was completed on February 14, 2014, and the acquisition of Hamptons State Bank that was completed on May 27, 2011.

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(1)   The 2014 amount includes $3.8 million of acquisition costs, net of income taxes, associated with the FNBNY and CNB acquisitions and branch restructuring costs, net of income taxes. The 2013 amount includes $0.4 million of acquisition costs, net of income taxes, associated with the FNBNY acquisition. The 2011 amount includes $0.5 million of acquisition costs, net of income taxes, associated with the HSB acquisition.

(2)   Excludes goodwill and core deposit intangibles of approximately $10.3 million at December 31, 2014 related to the acquisitions of FNBNY Bancorp, Inc. and Hamptons State Bank. Excludes goodwill and core deposit intangibles of approximately $2.2 million, $2.3 million and $2.4 million at December 31, 2013, 2012 and 2011, respectively related to the acquisition of Hamptons State Bank.

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(1)   The 2014 amount includes $3.8 million of acquisition costs, net of income taxes, associated with the FNBNY and CNB acquisitions and branch restructuring costs, net of income taxes. The 2013 amount includes $0.4 million of acquisition costs, net of income taxes, associated with the FNBNY acquisition. The 2011 amount includes $0.5 million of acquisition costs, net of income taxes, associated with the HSB acquisition.

(2)   The net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities for the period.

(3)   The net interest margin represents net interest income as a percent of average interest-earning assets for the period.

(4)   The efficiency ratio represents noninterest expense divided by the sum of net interest income and noninterest income. The 2014 amount includes $5.5 million of acquisition costs associated with the FNBNY and CNB acquisitions and branch restructuring costs. The 2013 amount includes $0.5 million of acquisition costs associated with the FNBNY acquisition. The 2011 amount includes $0.8 million of acquisition costs associated with the HSB acquisition.

(5)   Excludes goodwill and core deposit intangibles of approximately $10.3 million at December 31, 2014 related to the acquisitions of FNBNY Bancorp, Inc. and Hamptons State Bank. Excludes goodwill and core deposit intangibles of approximately $2.2 million, $2.3 million and $2.4 million at December 31, 2013, 2012 and 2011, respectively related to the acquisition of Hamptons State Bank.

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CNB

The following tables set forth selected historical financial data for CNB as of and for each of the five years ended December 31, 2014 (which has been derived from its audited financial statements). You should read these tables together with the historical financial information contained in CNB financial statements, related notes, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this joint proxy statement/prospectus.

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