Item 8.01 Other Events..
On July 13, 2021, Howard Bancorp, Inc. (“Howard”), the parent company of Howard Bank and F.N.B. Corporation (“F.N.B.”), the parent company
of First National Bank of Pennsylvania, issued a joint press release announcing the execution of an Agreement and Plan of Merger, dated as of July 12, 2021, pursuant to which Howard will merge with and into F.N.B. A copy of the joint press release
is filed with this Current Report on Form 8-K as Exhibit 99.1.
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Cautionary Statement Regarding Forward-Looking Information
This Current Report on Form 8-K, and the document filed herewith, 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 F.N.B. and Howard with respect to their planned
merger, the strategic benefits and financial benefits of the merger, including the expected impact of the transaction on the combined company’s future financial performance (including anticipated accretion to earnings per share and other metrics),
and the timing of the closing of the transaction.
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 statements are
subject. The forward-looking statements in this Current Report on Form 8-K pertain only to the date hereof, and F.N.B. 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 are 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, and the document
filed herewith, are subject to, among others, the following risks, uncertainties and assumptions:
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The possibility that the anticipated benefits of the transaction, 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 F.N.B. and
Howard do business, or as a result of other unexpected factors or events;
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Completion of the transaction is dependent on the satisfaction of customary closing conditions, including approval by Howard
stockholders, which cannot be assured, and the timing and completion of the transaction is dependent on various factors that cannot be predicted with precision at this point;
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The occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger
agreement;
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Completion of the transaction is subject to bank regulatory approvals and such approvals may not be obtained in a timely manner
or at all or may be subject to conditions which may cause additional significant expense or delay the consummation of the merger transaction;
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Potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or
completion of the transaction;
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The outcome of any legal proceedings that may be instituted against F.N.B. 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 F.N.B.’s and or the conversion of Howard’s
technology systems and customer data may significantly increase the expense associated with the transaction; and
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Other factors that may affect future results of F.N.B. 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 principal risks and uncertainties applicable to F.N.B.’s
and Howard’s respective businesses and activities generally that are disclosed in F.N.B.’s 2020 Annual Report on Form 10-K and in other documents F.N.B. files with the SEC, and in Howard’s 2020 Annual Report on Form 10-K and in other documents Howard
files with the SEC. F.N.B.’s and Howard’s SEC filings are accessible on the SEC website at www.sec.gov.
Additional Information About the Merger and Where to Find It
This Form 8-K is being made in respect of the proposed merger transaction between F.N.B. and Howard. In connection with the proposed
merger, F.N.B. will file a registration statement on Form S-4 with the SEC to register F.N.B.’s shares that will be issued to Howard’s stockholders in connection with the merger. The registration statement will include a proxy statement of Howard and
a prospectus of F.N.B., as well as other relevant documents concerning the proposed transaction.
INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN IT BECOMES AVAILABLE
AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote
or 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 such jurisdiction.
The proxy statement/prospectus and other relevant materials (when they become available), and any other documents F.N.B. and Howard have
filed with the SEC, may be obtained free of charge at the SEC's website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents F.N.B. has filed with the SEC by contacting James Orie, Chief Legal Officer,
F.N.B. Corporation, One North Shore Center, Pittsburgh, PA, 15212, telephone: (724) 983-3317; and may obtain free copies of the documents Howard 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
F.N.B. 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 F.N.B.’s directors and executive officers is contained in F.N.B.’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 transaction may be obtained by reading the Proxy Statement/Prospectus regarding the proposed merger when it
becomes available. Free copies of these documents may be obtained as described in the preceding paragraph.