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 Howards 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 FNBs 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
Howards stockholders in connection with the proposed Merger. Information regarding FNBs directors and executive officers is contained in FNBs 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 Howards directors and executive officers is contained in Howards 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 Howards 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.