Item 8.01. Other Events
F.N.B. Corporation (FNB) has received all required federal and state regulatory approvals for the completion of the pending merger (Merger) of Howard Bancorp,
Inc. (Howard) with and into FNB. Subject to the receipt of stockholder approval at Howard’s special stockholders’ meeting scheduled for November 9, 2021, the completion of the Merger is expected to occur on January 22, 2022, consistent with the
parties’ prior disclosures and FNB’s regulatory applications and integration planning.
Additional Information and Where to Find It
FNB has filed a Registration Statement on Form S-4 with the SEC, which constitutes a proxy statement of Howard and a prospectus of FNB in connection with the
proposed Merger, referred to as a proxy statement/prospectus. The Registration Statement was declared effective on October 1, 2021. The proxy statement/prospectus, which has been furnished by Howard to its stockholders, contains important information
about FNB, Howard, the proposed Merger and related matters. FNB and Howard have filed and may file other relevant documents related to the proposed Merger.
BEFORE MAKING ANY VOTING DECISIONS, INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER AND ANY OTHER
RELEVANT DOCUMENTS FILED BY FNB OR HOWARD WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders will be able to obtain free copies of these documents, and other documents filed with the SEC by FNB OR Howard through the
website maintained by the SEC at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents FNB has filed with the SEC by contacting James Orie, Chief Legal Officer, FNB Corporation, One North Shore Center, 12
Federal Street, Pittsburgh, PA, 15212, telephone: (724) 983-3317; and may obtain free copies of the documents Howard Bancorp has filed with the SEC by contacting Joseph Howard, Chief Legal Officer, Howard Bancorp, Inc., 3301 Boston Street, Baltimore,
MD 21224, telephone: (443) 573-2664.
Participants in the Solicitation
FNB and Howard and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from Howard’s stockholders
in connection with the proposed Merger. Information regarding FNB’s directors and executive officers is contained in FNB’s Proxy Statement on Schedule 14A, dated March 26, 2021 and in certain of its Current Reports on Form 8-K, which are filed with the
SEC. Information regarding Howard’s directors and executive officers is contained in Howard’s Proxy Statement on Schedule 14A, dated April 13, 2021, and in certain of its Current Reports on Form 8-K, which are filed with the SEC. Additional information
regarding the interests of those participants and other persons who may be deemed participants in the in the solicitation of proxies from Howard’s stockholders in connection with the proposed Merger may be obtained by reading the proxy
statement/prospectus regarding the proposed Merger. Free copies of these documents may be obtained as described in the preceding paragraph.
No Offer or Solicitation
This Current Report on Form 8-K and related communications are not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell
or the solicitation of an offer to buy any securities or a solicitation of any vote of approval, nor shall there be any sale of 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. No offer of securities shall be made except by means of a prospectus that meets the requirements of Section 10 of the Securities Act of 1933, as amended.
Cautionary Statement Regarding Forward-Looking Information
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act. These forward-looking
statements include, but are not limited to, statements regarding the outlook and expectations of FNB and Howard with respect to the timing of the closing of the Merger.
Forward-looking statements are typically identified by words such as “believe”, “plan”, “expect”, “anticipate”, “intend”, “outlook”, “estimate”, “forecast”,
“will”, “should”, “project”, “goal”, and other similar words and expressions. Forward-looking statements are subject to risks, uncertainties and assumptions which may change over time or as a result of unforeseen circumstances. Future events or
circumstances may change expectations or outlook and may affect the nature of the assumptions, risks and uncertainties to which forward-looking statement are subject. The forward-looking statements in this Current Report on Form 8-K pertain only to the
date hereof, and FNB and Howard disclaim any obligation to update or revise any forward-looking statements, except as required by law. Actual results or future events may differ, possibly materially, from those that anticipated in these forward-looking
statements. Accordingly, we caution against placing undue reliance on any forward-looking statements.
Forward-looking statements contained in this Form 8-K are subject to, among others, the following risks, uncertainties and assumptions:
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Completion of the Merger is dependent on the satisfaction of customary closing conditions, including approval by Howard stockholders, which cannot be assured;
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The possibility that the anticipated benefits of the Merger, including anticipated cost savings and strategic gains, are not realized when expected or at all, including as a result of the impact of, or problems
arising from, the integration of the two companies or as a result of the strength of the economy, competitive factors in the areas where FNB and Howard do business, or as a result of other unexpected factors or events;
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Potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the Merger;
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The outcome of any legal proceedings that may be instituted against FNB or Howard;
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Subsequent federal legislative and regulatory actions and reforms affecting the financial institutions’ industry may substantially impact the economic benefits of the proposed Merger;
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Unanticipated challenges or delays in the integration of Howard’s business into FNB’s and or the conversion of Howard’s technology systems and customer data may significantly increase the expense associated with
the Merger; and
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Other factors that may affect future results of FNB and Howard including changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital
markets; inflation; customer borrowing, repayment, investment and deposit practices; the impact, extent and timing of technological changes; capital management activities; and other actions of the Federal Reserve Board and legislative and
regulatory actions and reforms.
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These forward-looking statements are also subject to the risks and uncertainties disclosed in the proxy statement/prospectus and to the risks and uncertainties
applicable to FNB’s and Howard’s respective businesses and activities generally that are disclosed in FNB’s 2020 Annual Report on Form 10-K and in other documents FNB files with the SEC, and in Howard’s 2020 Annual Report on Form 10-K and in other
documents Howard files with the SEC. FNB’s and Howard’s SEC filings are accessible on the SEC website at www.sec.gov.