Form DEFM14A Howard Bancorp Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.    )

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

HOWARD BANCORP, INC.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

Dear Howard Bancorp, Inc. Stockholders:

On July 12, 2021, F.N.B. Corporation, or F.N.B., and Howard Bancorp, Inc., or Howard, entered into an Agreement and Plan of Merger that provides for the combination of the two companies. This combination will take place by merging Howard with and into F.N.B., with F.N.B. being the surviving corporation. We refer to this combination as the “merger,” and the Agreement and Plan of Merger as the “merger agreement.”

If the merger is completed, Howard will cease to exist as a separate corporation and Howard stockholders will no longer own common shares of Howard. Pursuant to the terms and subject to the conditions set forth in the merger agreement, the merger will cause each outstanding share of Howard common stock to automatically convert into the right to receive merger consideration from F.N.B. consisting of 1.8 shares of F.N.B. common stock and cash in lieu of any fractional shares of F.N.B. common stock. Based on the number of shares of Howard common stock that were outstanding or reserved for issuance under its various equity plans as of September 27, 2021, F.N.B. estimates that it will need to issue, or reserve for issuance, 35,000,000 shares of its common stock in the aggregate to pay the merger consideration under the merger agreement. After completion of the merger, it is expected that F.N.B. shareholders will, as a group, own approximately 90% of the surviving corporation and Howard stockholders will, as a group, own approximately 10% of the surviving corporation.

The proxy statement/prospectus which accompanies this letter contains important information about the special meeting of Howard stockholders, the merger, the documents related to the merger and other related matters. Please carefully read this entire proxy statement/prospectus, including “Risk Factors,” beginning on page 19, for a discussion of risks you should consider in evaluating the proposed merger and how it will affect you. You also can obtain information about F.N.B. and Howard from the documents that each has filed with the Securities and Exchange Commission.

F.N.B. and Howard cannot complete the merger unless Howard stockholders approve the merger agreement and the merger.

You are cordially invited to virtually attend a special meeting of the stockholders of Howard to be held virtually on November 9, 2021 at https://meetnow.global/MHS7ML2, at 10:00 a.m., Eastern Time. Please take the time to cast your vote at your special meeting, whether by proxy or via the Internet at the special meeting. Every stockholder’s vote is important, regardless of the number of shares you own.

At the special meeting, you will be asked to vote on (1) a proposal to approve the merger agreement and the merger, (2) a proposal to approve, on an advisory (non-binding) basis, the compensation that will or may be paid to Howard’s named executive officers that is based on or otherwise relates to the merger, and (3) a proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies in favor of approval of the merger agreement and the merger. Howard’s entire board of directors unanimously determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are advisable and in the best interests of Howard and its stockholders, and unanimously recommends that you vote “FOR” approval of the merger agreement and the merger, “FOR” the approval, on an advisory (non-binding) basis, of the compensation that will or may be paid to Howard’s named executive officers that is based on or otherwise relates to the merger, and “FOR” approval of one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies in favor of approval of the merger agreement and the merger.

Please be aware that, although the number of shares of F.N.B. common stock that Howard stockholders will receive is fixed, the market value of the merger consideration will fluctuate with the market price of F.N.B. common stock and will not be known at the time of the special meeting. Based on the closing price of F.N.B. common stock on the New York Stock Exchange, or NYSE, on July 12, 2021, the last trading day before public announcement of the merger, the 1.8 exchange ratio represented approximately $21.96 in value for each share of Howard common stock. Based on F.N.B.’s closing price on September 27, 2021 of $11.89, the 1.8 exchange ratio represented approximately $21.40 in value for each share of Howard common stock. We urge you to obtain current market quotations for F.N.B. common stock (trading symbol “FNB”) and Howard common stock (trading symbol “HBMD”). The 1.8 exchange ratio is fixed and is not subject to adjustment based on changes in the market prices of F.N.B. or Howard common stock; provided that Howard may terminate the merger agreement if the average closing price of F.N.B. common stock over a specified period prior to completion of the merger decreases below certain specified thresholds, unless F.N.B. elects to increase the exchange ratio as determined by a formula outlined in the merger agreement. See the section entitled “The Merger Agreement—Termination of the Merger Agreement” beginning on page 95 of the accompanying proxy statement/prospectus.

Again, we encourage every stockholder to vote. Whether or not you plan to virtually attend the special meeting, please take the time to vote your shares in accordance with the instructions contained in this proxy statement/prospectus.

I look forward to seeing you at the special meeting and I appreciate your continued support.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the merger or the F.N.B. common stock to be issued pursuant to this proxy statement/prospectus, or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

Shares of F.N.B. common stock are not savings or deposit accounts or other obligations of any bank or savings association, and the shares of F.N.B. common stock are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

The date of this proxy statement/prospectus is October 1, 2021, and it is first being mailed or otherwise delivered to the stockholders of Howard on or about October 6, 2021.

ABOUT THIS DOCUMENT

This document, which forms part of a registration statement on Form S-4 filed with the Securities and Exchange Commission by F.N.B., constitutes a prospectus of F.N.B. under the Securities Act of 1933, as amended (which we refer to as the “Securities Act”), with respect to the shares of F.N.B. common stock to be issued to stockholders of Howard pursuant to the merger agreement between F.N.B. and Howard. This document also constitutes a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended (which we refer to as the “Exchange Act”), and a notice of meeting with respect to the special meeting of stockholders of Howard.

No person has been authorized to give any information or make any representation about the merger or F.N.B. or Howard that differs from, or adds to, the information in this proxy statement/prospectus or in documents that are publicly filed with the Securities and Exchange Commission. We take no responsibility for, and provide no assurance as to the reliability of, any other information that others may give you. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than the date of this proxy statement/prospectus, and neither the mailing of this proxy statement/prospectus to the stockholders of Howard nor the issuance of F.N.B. common stock in the merger shall create any implication to the contrary.

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. Information contained in this document regarding F.N.B. has been provided by F.N.B. and information contained in this document regarding Howard has been provided by Howard.

All references in this proxy statement/prospectus to “F.N.B.” refer to F.N.B. Corporation, a Pennsylvania corporation and all references to “First National Bank of Pennsylvania” refer to First National Bank of Pennsylvania, a national banking association and wholly owned subsidiary of F.N.B. All references in this proxy statement/prospectus to “Howard” refer to Howard Bancorp, Inc., a Maryland corporation, and all references to “Howard Bank” refer to Howard Bank, a Maryland state-chartered trust company. All references in this proxy statement/prospectus to the “combined company” refer to F.N.B. immediately following completion of the merger. All references in this proxy statement/prospectus to “F.N.B. common stock” refer to the common stock of F.N.B., par value $0.01 per share, and all references in this proxy statement/prospectus to “Howard common stock” refer to the common stock of Howard, par value $0.01 per share. All references in this proxy statement/prospectus to the “merger agreement” refer to the Agreement and Plan of Merger dated July 12, 2021, by and between F.N.B. and Howard. All references in this proxy statement/prospectus to “we,” “our” and “us” refer to F.N.B. and Howard collectively, unless otherwise indicated or as the context requires.

REFERENCE TO ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about F.N.B. Corporation and Howard Bancorp, Inc. from documents filed with or furnished to the U.S. Securities and Exchange Commission, or the SEC, which are not included in or delivered with this document. We have listed the documents containing this information on page 120 of this proxy statement/prospectus.

You can obtain any of the documents that F.N.B. and Howard have filed with or furnished to the SEC from the SEC’s website at http://www.sec.gov. This information is also available to you without charge upon your written or oral request. To request copies of any of the documents which F.N.B. and Howard incorporate by reference in this proxy statement/prospectus, stockholders may contact F.N.B. or Howard, as applicable, at the address or telephone number given for the company below.

You will not be charged for any of these documents that you request. In order to receive timely delivery of the documents in advance of the Howard special meeting, you should make your request to F.N.B. or Howard, as the case may be, no later than November 2, 2021.

If you have questions about the merger or the Howard special meeting, would like additional copies of this document or proxy cards, or need any other information related to the proxy solicitation, you may also contact Georgeson LLC, the proxy solicitor retained by Howard, at (888) 613-9817.

See “Where You Can Find More Information” on page 120 of this proxy statement/prospectus for more details.

3301 Boston Street

Baltimore, Maryland 21224

(410) 750-0020

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON NOVEMBER 9, 2021

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Howard Bancorp, Inc. (“Howard”) will be held at 10:00 a.m., Eastern Time, on November 9, 2021. As noted below, due to the health and safety concerns related to the coronavirus (COVID-19), the special meeting will be a completely “virtual meeting” of stockholders. You will be able to attend the special meeting as well as vote and submit your questions during the live audiocast of the meeting by visiting https://meetnow.global/MHS7ML2 and entering the control number included on your proxy card or in the instructions that accompanied your proxy materials. No password will be required to access the special meeting. The special meeting will be held for the purposes of allowing Howard stockholders to consider and vote upon the following matters:

Howard has fixed the close of business on September 27, 2021 as the record date for the special meeting. Only Howard stockholders of record at that time are entitled to notice of, and to vote at, the special meeting, or any adjournment or postponement thereof.

The Howard board of directors has determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are advisable and are fair to and in the best interests of Howard and its stockholders. The Howard board of directors has unanimously approved the merger agreement and the merger and unanimously recommends that Howard stockholders vote “FOR” the merger proposal, “FOR” the compensation proposal, and “FOR” the adjournment proposal.

Your vote at the special meeting is very important to us. We cannot complete the merger unless Howard stockholders approve the merger proposal. The affirmative vote of two-thirds of all the votes entitled to be cast on the merger proposal is required to approve the matter. Assuming a quorum is present, approval of each of the compensation proposal and adjournment proposal requires the affirmative vote of a majority of the votes cast. Pursuant to the Maryland General Corporation Law and Howard’s bylaws, only the matters set forth in this Notice of Special Meeting of Stockholders may be brought before the Howard special meeting.

The proxy statement/prospectus accompanying this notice explains the merger agreement and the transactions contemplated thereby, as well as the proposals to be considered at the Howard special meeting. Please carefully review the proxy statement/prospectus, including the appendices thereto and the documents incorporated by reference therein.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF HOWARD COMMON STOCK YOU OWN. Whether or not you plan to virtually attend the Howard special meeting, please complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided at your earliest convenience. You may also submit a proxy by telephone or via the Internet by following the instructions in the enclosed proxy statement/prospectus and on your proxy card. If you hold your shares in “street name” through a bank, broker, trustee, or other nominee, you should direct the vote of your shares in accordance with the voting instruction form received from your bank, broker, trustee, or other nominee.

If you have any questions or need assistance with voting, please contact our proxy solicitor, Georgeson LLC, by calling toll-free at (888) 613-9817.

TABLE OF CONTENTS

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QUESTIONS AND ANSWERS

The following are some questions that you may have about the merger and the Howard special meeting and brief answers to those questions. We urge you to read carefully the remainder of this proxy statement/prospectus because the information in this section does not provide all of the information that might be important to you. Additional important information about F.N.B., Howard, and the proposed merger is also contained in the appendices to, and the documents incorporated by reference in, this proxy statement/prospectus. See “Where You Can Find More Information.”

In addition, in order to complete the combination of their businesses, F.N.B. and Howard agreed that their principal operating subsidiaries should merge with each other. Immediately after the merger between F.N.B. and Howard is completed, Howard Bank, the bank subsidiary of Howard, will merge with and into First National Bank of Pennsylvania, the bank subsidiary of F.N.B. As a result of this bank merger, the separate corporate existence of Howard Bank will cease, and First National Bank of Pennsylvania will continue as the surviving bank.

The merger between F.N.B. and Howard cannot be completed unless, among other things, Howard stockholders approve the merger proposal.

This document also is a prospectus of F.N.B. pursuant to which F.N.B. is offering shares of its common stock to Howard stockholders in connection with the merger.

This proxy statement/prospectus contains important information about the merger, the merger agreement, the special meeting and other related matters. You should read this proxy statement/prospectus carefully. The enclosed materials allow you to have your shares voted by proxy without attending the virtual special meeting. Your vote is important, and we encourage you to submit your proxy as soon as possible.

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Based on the closing stock price of F.N.B. common stock on the NYSE on July 12, 2021, the last trading day before public announcement of the merger, of $12.20, and the exchange ratio of 1.8, the value of the per share merger consideration would be $21.96 for each share of Howard common stock. Based on F.N.B.’s estimate that the maximum number of shares of F.N.B. common stock issuable in the merger is 35,000,000 shares, the aggregate value of the merger consideration payable to Howard stockholders would be approximately $427,000,000. The maximum number of shares of F.N.B. common stock issuable in the merger was determined by including the number of shares of Howard common stock outstanding and reserved for issuance under Howard’s various equity plans.

Using the closing stock price of F.N.B. common stock on the NYSE on September 27, 2021, the latest practicable date before the date of this proxy statement/prospectus, of $11.89, and the exchange ratio of 1.8, the value of the per share merger consideration would be $21.40 for each share of Howard common stock. Based on F.N.B.’s estimate that the maximum number of shares of F.N.B. common stock issuable in the merger is 35,000,000 shares, the aggregate value of the merger consideration payable to Howard stockholders would be approximately $416,150,000.

We urge you to obtain current market quotations for F.N.B. common stock and Howard common stock. We can provide no assurance as to future prices of F.N.B. common stock or Howard common stock. Any fluctuation in the market price of F.N.B. common stock after the date of this proxy statement/prospectus will change the value of the shares of F.N.B. common stock that Howard stockholders will receive.

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Restricted Stock Unit Awards. Under the merger agreement, at the effective time of the merger, each restricted stock unit with respect to shares of Howard common stock that is outstanding immediately prior to the effective time of the merger will, if and to the extent provided pursuant to the terms of the applicable award agreement and equity plan, become fully vested immediately prior to the effective time of the merger. Shares of Howard common stock issued or due as a result of such vesting will be treated as issued to the holder of the applicable restricted stock unit award and converted automatically into the right to receive (i) 1.8 shares of F.N.B. common stock for each share of Howard common stock underlying such award and (ii) cash in lieu of any fractional shares of F.N.B. common stock. The shares of Howard common stock subject to such stock award will be treated in the same manner as all other shares of Howard common stock for such purposes. Any unvested restricted stock units that do not vest in accordance with the applicable award agreement will be converted into restricted stock units of F.N.B., as adjusted to take into account the exchange ratio, and will continue to be subject to the same terms and conditions which applied immediately before the completion of the merger.

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Howard will transact no other business at the Howard special meeting, except for business properly brought before the Howard special meeting or any adjournment or postponement thereof.

The merger cannot be completed unless the merger proposal is approved by the Howard stockholders.

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If you intend to submit your proxy by telephone or via the Internet, you must do so by 11:59 p.m., Eastern Time, on the day before the Howard special meeting. If you intend to submit your proxy by mail, your completed proxy card must be received prior to the Howard special meeting.

If you hold your shares in “street name” through a bank, broker, trustee, or other nominee, your bank, broker, trustee, or other nominee will send you separate instructions describing the procedure for voting your shares. If your shares are held in “street name,” you must obtain a legal proxy, executed in your favor, from the record holder of your shares, such as a bank, broker, trustee, or other nominee, to vote your shares via the Internet at the special meeting.

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Please follow the voting instructions provided by your bank, broker, trustee, or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to Howard or by voting via the Internet at the Howard special meeting, unless you provide a legal proxy, executed in your favor, from the record holder of your shares, such as a bank, broker, trustee, or other nominee. In addition to such legal proxy, if you plan to virtually attend the Howard special meeting, but you are not a stockholder of record because you hold your shares in “street name,” you must register to attend the special meeting.

To register to attend the special meeting via live webcast as a stockholder you must submit a legal proxy reflecting your Howard Bancorp, Inc. holdings along with your name and email address to Howard’s transfer agent, Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on November 2, 2021. You will receive a confirmation of your registration by email after we receive your registration materials. Requests for registration should be directed to us at the following:

Howard compensation proposal and Howard adjournment proposal. The compensation proposal and the adjournment proposal each require the affirmative vote of a majority of the votes cast at the meeting in order to be approved. If you mark “ABSTAIN” on your proxy card, fail to submit a proxy card, fail to vote via the Internet at the Howard special meeting or fail to instruct your bank, broker, trustee or other nominee on how to vote with respect to one of these proposals, your shares will not be included in determining the total number of votes cast on these proposals and will have no effect on these proposals. The vote on the compensation proposal is only advisory and will not be binding on Howard or the combined company that results from the merger.

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If you hold your shares in street name through a bank, broker, trustee, or other nominee, you must contact your bank, broker, trustee or other nominee to revoke your proxy or change your vote.

The virtual presence at the special meeting of any stockholder who previously gave a proxy will not revoke that proxy unless the stockholder electronically revokes his or her proxy and votes such shares of common stock via the Internet at the special meeting or delivers a written revocation to Howard’s Corporate Secretary before the proxy is voted at the special meeting.

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After the effective date of the merger, if a Howard stock certificate has been lost, stolen or destroyed, the exchange agent for the merger will issue the F.N.B. common stock payable under the merger agreement to the stockholder upon receipt of an affidavit by the stockholder regarding the loss of his or her stock certificate. F.N.B. or the exchange agent may require the stockholder to post a bond in a reasonable amount as indemnity against any claim that may be made against F.N.B. or the exchange agent with respect to the stockholder’s lost, stolen or destroyed Howard stock certificate.

You should read the section of this proxy statement/prospectus entitled “U.S. Federal Income Tax Consequences of the Merger” beginning on page 100 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 situation. You should consult your tax advisor to determine the tax consequences of the merger to you.

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SUMMARY

This summary provides a brief overview of key aspects of the merger and the merger agreement; the Howard special meeting; and the proposed common stock issuance by F.N.B. in the merger. This summary contains the information that Howard and F.N.B. considered to be most significant. We encourage you to read carefully this entire proxy statement/prospectus and its appendices, as well as information incorporated into this proxy statement/prospectus, in order to understand the merger and the proposed common stock issuance by F.N.B. more fully. For information on how to obtain, free of charge, copies of documents incorporated by reference into this proxy statement/prospectus, see “Where You Can Find More Information” on page 120. Each item in this summary refers to the page of this proxy statement/prospectus on which the subject is discussed in more detail.

The Parties to the Merger

F.N.B. Corporation (Page 43)

F.N.B. is registered as a financial holding company and bank holding company with the Board of Governors of the Federal Reserve System (which we refer to as the “Federal Reserve Board”), under the Bank Holding Company Act of 1956 (which we refer to as the “BHC Act”), and operates as a diversified financial services company in seven states and the District of Columbia. F.N.B.’s market coverage spans several major metropolitan areas including: Pittsburgh, Pennsylvania; Baltimore, Maryland; Cleveland, Ohio; Washington, D.C.; and Charlotte, Raleigh, Durham and the Piedmont Triad (Winston-Salem, Greensboro and High Point) in North Carolina. As of June 30, 2021, F.N.B. had 338 banking offices throughout Pennsylvania, Ohio, Maryland, West Virginia, North Carolina, South Carolina, Washington D.C. and Virginia. F.N.B. provides a full range of commercial banking, consumer banking and wealth management solutions through its subsidiary network, which is led by its largest affiliate, First National Bank of Pennsylvania, founded in 1864. Commercial banking solutions include corporate banking, small business banking, investment real estate financing, government banking, business credit, capital markets and lease financing. Consumer banking provides a full line of consumer banking products and services, including deposit products, mortgage lending, consumer lending and a complete suite of mobile and online banking services. Wealth management services include asset management, private banking and insurance.

The principal trading market for F.N.B. common stock (NYSE: FNB) is the NYSE. The principal executive offices of F.N.B. are located at 12 Federal Street, One North Shore Center, Pittsburgh, Pennsylvania 15212, telephone number (800) 555-5455. Its Internet website is www.fnbcorporation.com. The information on F.N.B.’s website is not part of this proxy statement/prospectus.

This proxy statement/prospectus incorporates important business and financial information about F.N.B. from other documents that are not included in or delivered with this proxy statement/prospectus. For a list of the documents that are incorporated by reference, see “Where You Can Find More Information” beginning on page 120.

Howard Bancorp, Inc. (Page 43)

Howard, a Maryland corporation, is the parent company of Howard Bank, a Maryland-chartered trust company operating as a commercial bank. Headquartered in Baltimore, Maryland, Howard Bank operates a general commercial banking business through its 13 branches located throughout the greater Baltimore metropolitan area. At June 30, 2021, Howard had $2.6 billion of total consolidated assets, $1.9 billion of total net loans and leases, $2.0 billion of total deposits and $303.3 million of stockholders’ equity. Howard Bank traditionally markets its financial services to small and medium sized businesses and their owners, professionals and executives, and high-net-worth individuals.

Howard common stock is listed on The Nasdaq Capital Market under the symbol “HBMD.” Howard’s principal executive offices are located at 3301 Boston Street, Baltimore, Maryland 21224, and its telephone number is (410) 750-0020.

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More information about Howard is available by visiting www.howardbank.com and then clicking the link to “Investor Relations.” Information contained on Howard’s website does not constitute part of, and is not incorporated into, this proxy statement/prospectus. For additional information regarding Howard’s business, financial condition, results of operations and other important information, please refer to Howard’s filings with the SEC that are incorporated by reference in this document, including its Annual Report on Form 10-K for the year ended December 31, 2020. For instructions on how to find copies of these documents and for a list of the documents that are incorporated by reference, see “Where You Can Find More Information” beginning on page 120.

The Merger

The Merger and the Merger Agreement (Pages 44 and 80 and Appendix A)

The merger agreement, which provides the terms and conditions on which Howard will merge with and into F.N.B., is attached to this document as Appendix A. We encourage you to read the merger agreement carefully and in its entirety. All descriptions in this summary and elsewhere in this document of the terms and conditions of the merger are qualified by reference to the merger agreement.

Under the terms of the merger agreement, Howard will merge with and into F.N.B., and F.N.B. will be the surviving entity. As a result of the merger,

As of the effective time of the Merger, F.N.B. will appoint two current directors of the Howard board of directors, to be mutually selected by the parties, to serve as the Chairperson and Vice Chairperson of the F.N.B. Mid-Atlantic Regional Advisory Board, for a minimum term of two years.

Immediately after the merger between F.N.B. and Howard is completed, Howard Bank will merge with and into First National Bank of Pennsylvania, and First National Bank of Pennsylvania will continue as the surviving bank. Howard Bank and First National Bank of Pennsylvania have entered into a separate agreement of merger setting forth their agreement to merge and the terms and conditions of their merger. The form of the agreement of merger between the banks is attached as Exhibit B to the merger agreement between F.N.B. and Howard.

Merger Consideration (Page 81)

The merger consideration to Howard stockholders will be shares of F.N.B. common stock, which will be paid at a fixed exchange ratio of 1.8 shares of F.N.B. common stock for each share of Howard common stock that is outstanding immediately before the merger occurs. Cash will be paid in lieu of any fractional shares of F.N.B. common stock which a Howard stockholder would otherwise be entitled to receive.

Based on the exchange ratio and the number of shares of Howard common stock outstanding and reserved for issuance under its various equity plans as of September 27, 2021, the maximum number of shares of F.N.B. common stock estimated to be issuable in the merger is 35,000,000, which represents total aggregate merger consideration of approximately $416,150,000 in value, based on the closing price of F.N.B.’s common stock on September 27, 2021 of $11.89. After completion of the merger, without giving effect to any shares of F.N.B. common stock held by Howard stockholders prior to the merger, we expect that F.N.B. shareholders will, as a group, own approximately 90% of the surviving corporation and Howard stockholders will, as a group, own approximately 10% of the surviving corporation.

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Treatment of Howard Equity Awards (Page 81)

Stock Option Awards. Upon completion of the merger, each outstanding Howard stock option will be converted automatically into a fully vested option to purchase a number of shares of F.N.B. common stock (rounded down to the nearest whole share) equal to the product obtained by multiplying the number of shares of Howard common stock subject to the option and the exchange ratio of 1.8. The per share exercise price (rounded up to the nearest whole cent) of the converted option will be equal to the per share exercise price under the Howard stock option divided by the exchange ratio of 1.8. The converted stock options otherwise will continue to be subject to the same terms and conditions which applied immediately before the completion of the merger.

Restricted Stock Unit Awards. Under the merger agreement, at the effective time of the merger, each restricted stock unit with respect to shares of Howard common stock that is outstanding immediately prior to the effective time of the merger will, if and to the extent provided pursuant to the terms of the applicable award agreement and equity plan, become fully vested immediately prior to the effective time of the merger. Shares of Howard common stock issued or due as a result of such vesting will be treated as issued to the holder of the applicable restricted stock unit award and converted automatically into the right to receive (i) 1.8 shares of F.N.B. common stock for each share of Howard common stock underlying such award and (ii) cash in lieu of any fractional shares of F.N.B. common stock. The shares of Howard common stock subject to such stock award will be treated in the same manner as all other shares of Howard common stock for such purposes. Any unvested restricted stock units that do not vest in accordance with the applicable award agreement will be converted into restricted stock units of F.N.B., as adjusted to take into account the exchange ratio, and will continue to be subject to the same terms and conditions which applied immediately before the completion of the merger.

Treatment of the Howard Bancorp, Inc. 2017 Employee Stock Purchase Plan

The right to acquire Howard common stock under the Howard Bancorp, Inc. 2017 Employee Stock Purchase Plan, or the ESPP, is not a Howard stock option for purposes of the merger agreement. Prior to the effective time of the merger, Howard will take the actions that are necessary to provide that with respect to the ESPP: (a) the semi-annual purchase period under the ESPP in progress as of the effective time, now the final purchase period, will be deemed to end no later than the tenth business day prior to the effective time of the merger; (b) each ESPP participant’s accumulated contributions under the ESPP will be used to purchase shares of Howard common stock in accordance with the terms of the ESPP as of the end of the final purchase period and, to the extent not so used to purchase shares of Howard common stock, will be refunded to the ESPP participant; and (c) the ESPP will terminate immediately following the conclusion of this final purchase period. At the effective time, each share of Howard common stock purchased under the ESPP will be entitled to receive the merger consideration in accordance the merger agreement.

Comparative Market Prices and Dividends (Page 34)

F.N.B. common stock is listed on the NYSE under the symbol “FNB”; and Howard common stock is listed on Nasdaq under the symbol “HBMD.” The table on page 34 of this proxy statement/prospectus lists the quarterly price range of F.N.B. common stock and Howard common stock from the quarter ended March 31, 2019 through September 27, 2021, as well as any quarterly cash dividends F.N.B. or Howard have paid during the same time period on its common stock.

The following table shows the closing prices of F.N.B. common stock and Howard common stock as reported on July 12, 2021, the last trading day before F.N.B. and Howard announced they had entered into the merger agreement, and on September 27, 2021, the last practicable trading day before the date we printed and mailed this proxy statement/prospectus. This table also presents the pro forma equivalent per share value of a share of Howard common stock on those dates. We calculated the pro forma equivalent per share value by multiplying the closing price of F.N.B. common stock on those dates by 1.8, the exchange ratio in the merger.

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The market price of F.N.B. common stock may change at any time. Consequently, the total dollar value of the F.N.B. common stock that you will receive upon completion of the merger may be significantly higher or lower than its value as of the date of this proxy statement/prospectus. We urge you to obtain current market quotations for F.N.B. common stock and Howard common stock. We can provide no assurance as to future prices of F.N.B. common stock or Howard common stock.

Recommendation of the Howard Board of Directors (Page 53)

The Howard board of directors determined that the merger agreement and the transactions described in the merger agreement, including the merger, are advisable and in the best interests of Howard and its stockholders and recommends that Howard stockholders vote “FOR” approval of the merger proposal, “FOR” approval of the compensation proposal, and “FOR” approval of the adjournment proposal.

Each of the directors of Howard, Priam Capital Fund I, Patriot Financial Partners II, L.P., and Patriot Financial Partners Parallel II, L.P., have entered into voting agreements with F.N.B., solely in their capacity as a stockholder of Howard, in which they have agreed to vote in favor of the merger proposal and the adjournment proposal. The form of the voting agreements they executed are included as Appendix B and Appendix C to this proxy statement/prospectus. F.N.B. did not request voting agreements from any other stockholders of Howard. As of September 27, 2021, there were 5,081,991 shares of Howard common stock subject to the voting agreements (excluding options) and entitled to vote at the special meeting, which represented approximately 27.43% of the outstanding shares of Howard common stock entitled to vote at the special meeting as of that date.

Opinion of Howard’s Financial Advisor in Connection with the Merger (Page 56 and Appendix D)

In connection with the merger, Howard’s financial advisor, Keefe, Bruyette & Woods, Inc. (“KBW”), delivered a written opinion, dated July 12, 2021, to the Howard board of directors as to the fairness, from a financial point of view and as of the date of the opinion, to the holders of Howard common stock of the exchange ratio in the proposed merger. The full text of the opinion, which describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion, is attached as Appendix D to this document. The opinion was for the information of, and was directed to, the Howard board (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion does not address the underlying business decision of Howard to engage in the merger or enter into the merger agreement or constitute a recommendation to the Howard board of directors in connection with the merger, and it does not constitute a recommendation to any holder of Howard common stock or any stockholder of any other entity as to how to vote or act in connection with the merger or any other matter.

Exchange and Payment Procedures (Page 82)

Upon, or as soon as practicable after, completing the merger, F.N.B. will deposit with the exchange agent, Broadridge Corporate Issuer Solutions, Inc., book entry shares representing the aggregate number of shares of F.N.B. common stock issuable under the merger agreement in exchange for the outstanding shares of Howard common stock. F.N.B. will also deposit a cash amount sufficient to cover any dividends or distributions that may be payable to Howard stockholders under the merger agreement, and any cash that may be payable in lieu of the fractional shares of F.N.B. common stock which the Howard stockholders otherwise would be entitled to receive in the merger.

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As soon as practicable after completing the merger, but in any event, no later than seven business days after the merger is completed, F.N.B.’s exchange agent will mail each holder of record of Howard common stock a letter of transmittal with instructions for surrendering their shares of Howard common stock in exchange for the merger consideration. Holders of Howard common stock will be entitled to receive merger consideration consisting of 1.8 shares of F.N.B. common stock for each share of Howard common stock owned by the holder and cash in lieu of any fractional shares of F.N.B. common stock that otherwise would be issuable to the holder. To receive the merger consideration, a shareholder must surrender his or her Howard stock certificates to the exchange agent, together with properly completed and signed transmittal materials. F.N.B. has no obligation to pay the merger consideration to any Howard shareholder until the shareholder has properly surrendered the stock certificates representing his or her shares of Howard common stock.

Conditions to Completion of the Merger (Page 94)

Currently, we expect to complete the merger between F.N.B. and Howard in early 2022. However, we cannot assure you that the merger will be completed in that timeframe, or at all. As more fully described elsewhere in this proxy statement/prospectus and in the merger agreement, the completion of the merger depends on the satisfaction of a number of conditions or, where legally permissible, the waiver of those conditions. The principal conditions that must be satisfied are listed below.

On September 3, 2021, F.N.B. filed an application with the Federal Reserve Board for approval of the merger between F.N.B. and Howard. On August 26, 2021 F.N.B filed an application with the Office of the Comptroller of the Currency for approval of the bank merger. On September 7, 2021, F.N.B. filed an application with the Maryland Office of the Commissioner of Financial Regulation for approval of the merger and the bank merger. However, neither Howard nor F.N.B. can be certain when, or if, Howard and F.N.B. and their subsidiary banks will receive the required regulatory approvals or satisfy or waive the conditions to the merger, or that Howard and F.N.B. will complete the merger.

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Termination of the Merger Agreement (Page 95)

The parties can mutually agree to terminate the merger agreement at any time prior to completion of the merger. Additionally, the merger agreement allows either party to unilaterally terminate the merger agreement if any of the following occurs:

Howard has a separate right to terminate the merger agreement, without payment of any termination fee, if either of the following occurs:

F.N.B. has a separate right to terminate the merger agreement if (i) Howard has breached the provisions in the merger agreement that require Howard to refrain from soliciting alternative acquisition proposals from third parties, (ii) the Howard board of directors approves, recommends or endorses or proposes or resolves to recommend or endorse an alternative acquisition proposal, or (iii) if Howard fails to call, give notice of, convene and hold the meeting of Howard stockholders to vote on the merger proposal.

Termination Fee (Page 98)

If the merger agreement is terminated under certain circumstances, including circumstances involving alternative acquisition proposals and changes in the recommendation of the Howard board of directors, Howard may be required to pay F.N.B. a termination fee of $15 million.

Expenses (Page 98)

F.N.B. and Howard will each bear their own costs and expenses with respect to the merger, except that the costs and expenses associated with filing, printing and mailing of this proxy statement/prospectus to the Howard stockholders will be shared equally between them. However, if the merger agreement is terminated by one of them due to a breach by the other party of its representations and warranties or performance obligations under the merger agreement, the breaching party must reimburse the other party up to $600,000 of its out-of-pocket expenses actually incurred in connection with the merger.

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Interests of Howard’s Directors and Executive Officers in the Merger (Page 71)

Howard’s stockholders should be aware that some of Howard’s executive officers and directors may have interests in the merger that are different from, or in addition to, those of Howard’s stockholders generally. Howard’s board of directors was aware of these interests and considered these interests, among other matters, when making its decision to approve the merger and the merger agreement, and in recommending that Howard stockholders vote in favor of approval of the merger agreement and the merger. The material interests considered by Howard’s board of directors include the following:    

Regulatory Approvals Required for the Merger and the Bank Merger (Page 76)

Completion of the merger between F.N.B. and Howard and the merger between First National Bank of Pennsylvania and Howard Bank are subject to various regulatory approvals. The merger of Howard with and into F.N.B. is subject to the prior approval of the Federal Reserve Board (or through delegated authority to the Federal Reserve Bank of Cleveland), and prior approval by the Maryland Office of the Commissioner of Financial Regulation. On September 3, 2021, F.N.B. submitted an application pursuant to the BHC Act seeking prior approval of the Federal Reserve Board for F.N.B. to acquire Howard and thereby indirectly acquire Howard Bank. On September 7, 2021, F.N.B. submitted an application to the Maryland Office of the Commissioner of Financial Regulation pursuant to Section 5-903 of the Maryland Code, Financial Institutions to acquire Howard and thereby indirectly acquire Howard Bank. The merger between Howard’s and F.N.B.’s respective bank subsidiaries, Howard Bank and First National Bank of Pennsylvania, is subject to the prior approval of the Office of the Comptroller of the Currency. On August 26, 2021, First National Bank of Pennsylvania submitted an application with the Office of the Comptroller of the Currency pursuant to the Bank Merger Act for prior approval for Howard Bank to merge with and into First National Bank of Pennsylvania. Also, the United States Department of Justice has authority to comment on the mergers during the regulatory approval process of federal banking agencies and will have at least 30 days, which may be reduced to 15 days following the approvals by the Federal Reserve Board and the Office of the Comptroller of the Currency to challenge such approvals on antitrust grounds. There can be no assurance that the Federal Reserve Board or the Maryland Office of the Commissioner of Financial Regulation will approve the merger between Howard and F.N.B., or that the Office of the Comptroller of the Currency will approve the merger between the bank subsidiaries.

Howard Stockholders Do Not Have Dissenters’ Rights or Appraisal Rights (Page 79)

Under the Maryland General Corporation Law (the “MGCL”), a shareholder may not dissent from a merger as to shares that are listed on a national securities exchange at the record date fixed to determine the stockholders entitled to receive notice of the meeting of stockholders to vote upon an agreement of merger or consolidation.

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Pursuant to the MGCL, holders of Howard common stock will not be entitled to dissenters’ or appraisal rights in the merger with respect to their shares of Howard common stock because Howard common stock is listed on Nasdaq, a national securities exchange.

U.S. Federal Income Tax Consequences of the Merger (Page 100)

Holders of Howard common stock are not expected to recognize any gain or loss for U.S. federal income tax purposes on the exchange of shares of Howard common stock for shares of F.N.B. common stock in the merger, except with respect to any cash received instead of fractional shares of F.N.B. common stock. The obligations of F.N.B. and Howard to complete the merger are subject to, among other conditions described in this proxy statement/prospectus, the receipt by each of F.N.B. and Howard of the opinion of its counsel to the effect that the merger will be treated as an transaction that qualifies as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (which we refer to as the “Code”).

You should read the section of this proxy statement/prospectus entitled “U.S. Federal Income Tax Consequences of the Merger” beginning on page 100 for a more complete discussion of the U.S. 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 determine the tax consequences of the merger to you.

Risk Factors (Page 19)

You should carefully consider all the information contained in or incorporated by reference into this proxy statement/prospectus, including information under the caption, “Risk Factors” in deciding how to vote for the proposals presented in this proxy statement/prospectus. In this section, we describe a number of risks associated with the merger and the issuance of F.N.B. common stock in the merger which could affect F.N.B. or Howard or the F.N.B. common stock that is being offered to Howard stockholders by F.N.B. through this proxy statement/prospectus. The risks described in such section are the risks that F.N.B. and Howard considered to be most significant, but F.N.B. and Howard also encourage you to read and consider the risks that each company has described in the “Risk Factors” sections of its respective Annual Report on Form 10-K for the year ended December 31, 2020 and its respective Quarterly Reports on Forms 10-Q for the quarterly period ended June 30, 2021, each of which is on file with the SEC and all of which are incorporated by reference into this proxy statement/prospectus. See “Where You Can Find Additional Information” on page 120. The risk factors in those reports were identified by each company as being significant to its own businesses and also could affect the operations and financial results of the combined company.

The Special Meeting

Howard Special Meeting of Stockholders (Page 35)

The Howard special meeting will be held at 10:00 a.m., Eastern Time, on November 9, 2021. Due to the health and safety concerns related to the coronavirus (COVID-19), the special meeting will be a completely “virtual meeting” of stockholders. You will be able to attend the special meeting as well as vote and submit your questions during the live audiocast of the meeting by visiting https://meetnow.global/MHS7ML2 and entering the control number included on your proxy card or in the instructions that accompanied your proxy materials. No password will be required to access the special meeting. At the Howard special meeting, Howard stockholders will be asked to consider and vote on the following matters:

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Approval of the merger proposal requires the affirmative vote of at least two-thirds of the votes entitled to be cast on the matter. Assuming a quorum is present, approval of each of the compensation proposal and adjournment proposal requires the affirmative vote of a majority of the votes cast. However, the vote on the compensation proposal is only advisory and will not be binding on Howard or the combined company that results from the merger.

Only holders of record of Howard common stock at the close of business on September 27, 2021 will be entitled to vote at the special meeting. As of the record date, there were 18,525,165 shares of Howard common stock entitled to vote at the special meeting, and each such share is entitled to one vote on each proposal to be considered at the Howard special meeting. As of the record date, Howard had an additional 286,711 shares outstanding that are not entitled to vote under Maryland’s control share acquisition statute. As of the record date, the directors and executive officers of Howard beneficially owned and were entitled to vote approximately 3,277,256 shares of Howard common stock, allowing them to exercise approximately 17.69% of the voting power of Howard common stock outstanding as of the record date. On July 12, 2021, certain stockholders of Howard, including each director of Howard, entered into voting agreements with F.N.B., solely in his, her or its capacity as a stockholder of Howard, in which each such stockholder agreed to vote in favor of the merger proposal and the adjournment proposal. As of the record date, there were 5,081,991 shares of Howard common stock entitled to vote subject to the voting agreements (excluding options), which represented approximately 27.43% of the outstanding shares of Howard common stock entitled to vote as of that date.

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RISK FACTORS

In addition to the other information contained in or incorporated by reference into this proxy statement/prospectus, including the matters addressed under “Cautionary Statement Regarding Forward-Looking Statements,” beginning on page 27, you should carefully consider the following risk factors in deciding how to vote on the proposals presented in this proxy statement/prospectus. You should also read and consider the risk factors associated with each of the businesses of F.N.B. and Howard because those risk factors may affect the operations and financial results of the combined company. Those risk factors may be found under Part I, Item 1A, “Risk Factors,” in each company’s Annual Report on Form 10-K for the year ended December 31, 2020, and each company’s Quarterly Reports on Forms 10-Q for the quarterly periods ended March 31, 2021 and June 30, 2021, each of which is on file with the SEC and all of which are incorporated by reference into this proxy statement/prospectus.

Risk Factors Relating to the Merger

Because the market price of F.N.B. common stock will fluctuate, Howard stockholders cannot be certain of the market value of the F.N.B. common stock that they will receive upon completion of the merger.

Upon completion of the merger, each outstanding share of Howard common stock (other than certain shares held by F.N.B., its subsidiaries or Howard’s subsidiaries, or any shares held by Howard as treasury shares) will be converted into the right to receive 1.8 shares of F.N.B. common stock. This exchange ratio is fixed in the merger agreement, and there will be no adjustment to the exchange ratio for changes in the market price of either shares of F.N.B. common stock or shares of Howard common stock; provided that if (i) the average closing price of F.N.B. common stock over a specified period prior to completion of the merger decreases below certain specified thresholds and (ii) Howard elects to terminate the merger agreement due to such decrease, then F.N.B. may elect to increase the exchange ratio based on a formula outlined in the merger agreement in order to prevent such Howard termination election from becoming effective. Any change in the price of F.N.B. common stock prior to the merger will affect the market value of the F.N.B. common stock that Howard stockholders will receive upon completion of the merger.

The prices of F.N.B. common stock and Howard common stock at the closing of the merger may vary from their respective prices on the date the merger agreement was executed, on the date of this proxy statement/prospectus and on the date of the Howard special meeting. Changes in the market price of F.N.B. common stock and Howard common stock may result from a variety of factors, including, but not limited to, changes in sentiment in the market regarding F.N.B.’s and Howard’s operations or business prospects, which may include market consideration of F.N.B.’s and/or Howard’s entry into the merger agreement. These risks may also be affected by:

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Many of these factors are outside the control of F.N.B. and Howard. Accordingly, at the time of the Howard special meeting, Howard stockholders will not know the market value of the merger consideration that Howard stockholders will receive upon completion of the merger. You should obtain current market quotations for both F.N.B. common stock and Howard common stock.

F.N.B. and Howard will incur transaction and integration costs in connection with the merger, and if the merger is not completed, F.N.B. and Howard will have incurred substantial expenses without realizing the expected benefits of the merger.

F.N.B. and Howard have incurred and expect to continue to incur substantial, non-recurring costs in connection with the negotiation of the merger agreement and completion of the merger. In addition, the combined company will incur integration costs following the completion of the merger as F.N.B. integrates the businesses of the two companies, including facilities and systems consolidation costs and employment-related costs. There can be no assurances that the expected benefits and efficiencies related to the integration of the businesses will be realized to offset these transaction and integration costs over time. F.N.B. and Howard may also incur additional costs to maintain employee morale and to retain key employees. F.N.B. and Howard will also incur significant legal, financial advisor, accounting, banking and consulting fees, fees relating to regulatory filings and notices, SEC filing fees, printing and mailing fees and other costs associated with the merger. Some of these costs are payable regardless of whether the merger is completed.

The ability of F.N.B. and Howard to complete the merger is subject to the satisfaction (or waiver by the parties) of the closing conditions set forth in the merger agreement, some of which are outside of the parties’ control.

The merger agreement contains a number of conditions that must be fulfilled in order to complete the merger. Those conditions include: approval of the merger agreement and the merger by Howard’s stockholders, receipt of all required regulatory approvals, absence of any law, statute or regulation, or any order, injunction or other legal restraint or prohibition preventing the completion of the merger, effectiveness of the registration statement of which this proxy statement/prospectus is a part, the accuracy of the representations and warranties of both parties (subject to applicable materiality qualifiers), and the performance, in all material respects, by both parties of their respective covenants and agreements. See “The Merger Agreement—Conditions to Completion of the Merger” beginning on page 94 for a more complete discussion of the conditions to the completion of the merger. These conditions to the closing of the merger may not be fulfilled in a timely manner or at all, and, accordingly, the merger may not be completed. In addition, the parties can mutually decide to terminate the merger agreement at any time, before or after shareholder approval, or F.N.B. or Howard may elect to terminate the merger agreement in certain other circumstances.

Termination of the merger agreement could have a negative impact on the prospects and stock price of Howard common stock and/or F.N.B. common stock.

The merger agreement contains a number of provisions that could permit either or both parties to abandon the merger and terminate the merger agreement. If the merger agreement is terminated, there may be various adverse consequences to Howard and F.N.B. For example, since certain matters relating to the merger (including business integration and data system conversion planning) will require substantial commitments of time and resources by the respective management teams of Howard and F.N.B., Howard’s or F.N.B.’s businesses may have been adversely affected by the failure to pursue other beneficial opportunities due to the focus of management on the merger, without realizing any of the anticipated benefits of completing the merger. Also, the merger agreement imposes certain restrictions on the conduct of Howard’s businesses prior to the completion of the merger. See “The Merger Agreement—Conduct of Business While the Merger is Pending” beginning on page 86 for a summary of the restrictions applicable to Howard. Additionally, if the merger agreement is terminated, the market price of Howard’s or F.N.B.’s common stock could decline to the extent that the current market prices reflect a market assumption that the merger will be completed. If the merger agreement is terminated and

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Howard seeks another merger or business combination, it is not certain that Howard would be able to find a party willing to offer equivalent or more attractive consideration than the consideration F.N.B. has agreed to pay in the merger. In addition, if the merger agreement is terminated under certain circumstances, Howard may be required to pay F.N.B. a termination fee of $15 million.

If the average closing price of F.N.B. common stock over a specified period prior to completion of the merger decreases below certain specified thresholds, then Howard may have the right to terminate the merger agreement and, accordingly, the merger may not occur.

If for a specified period prior to completion of the merger (a) the F.N.B. average stock price divided by $12.20 (which was the average closing value of a share of F.N.B. common stock during the ten trading day period that ended on July 9, 2021) (the “F.N.B. Ratio”) is less than 80%, and (b) the F.N.B. Ratio is less than 80% of the number obtained by dividing the average closing prices for the KBW Regional Bank Index during a specified time prior to completion of the merger by $118.54 (which was the average of the closing prices for the KBW Regional Bank Index during the ten trading day period that ended on July 9, 2021), then Howard has the right (but not obligation) to terminate the merger agreement, subject to F.N.B.’s discretion (but not obligation) to increase the merger consideration by increasing the exchange ratio based on a formula outlined in the merger agreement, and thereby eliminate the right of Howard to terminate the merger agreement in the event that Howard seeks to exercise this termination right.

As a result, even if Howard stockholders approve the merger proposal, the merger may ultimately not be completed. Although the F.N.B. board of directors has the ability to increase the merger consideration and Howard’s board of directors has the power to choose not to terminate the merger agreement and proceed with the merger if F.N.B. does not increase the merger consideration, there is no obligation of either board to exercise such power.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or cannot be met.

Before the merger between F.N.B. and Howard and the merger between their bank subsidiaries may be completed, various approvals must be obtained from bank regulatory agencies and other governmental authorities. These governmental entities may not grant approval of either the merger or the bank merger, may engage in an extended regulatory review process, or may impose conditions on the granting of their approvals. The regulatory delays, conditions or changes they impose, as well as the process of obtaining regulatory approvals, could have the effect of delaying completion of the merger or of imposing additional costs or limitations on F.N.B. following the merger. F.N.B. may elect not to consummate the merger if, in connection with any regulatory approval required to consummate the merger, any governmental or regulatory entity imposes a restriction, requirement or condition on F.N.B. that, individually or in the aggregate, would be reasonably likely to have a material and adverse effect on F.N.B. and its subsidiaries, taken as a whole, after giving effect to the merger. As a result, there can be no assurance that the desired regulatory approvals for the merger will be obtained or that the merger will be completed even if such approvals are obtained. See “The Merger—Regulatory Approvals Required for the Merger and Bank Merger” beginning on page 76.

The COVID-19 pandemic may delay and adversely affect the completion of the merger.

The COVID-19 pandemic has created economic and financial disruptions that have adversely affected, and are likely to continue to adversely affect, the business, financial condition, liquidity, capital and results of operations of F.N.B. and Howard. If the effects of the COVID-19 pandemic cause a decline in the economic environment, and the financial results of F.N.B. or Howard, or if the business operations of F.N.B. or Howard are further disrupted as a result of the COVID-19 pandemic, efforts to complete the merger and integrate the businesses of F.N.B. and Howard may be delayed and adversely affected. Additional time may be required to obtain the requisite regulatory approvals, and the Federal Reserve Board, Office of the Comptroller of the

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Currency, and the Maryland Office of the Commissioner of Financial Regulation, and/or other regulators may impose additional requirements on F.N.B. or Howard that must be satisfied prior to completion of the merger, which could delay and adversely affect the completion of the merger.

The merger agreement limits Howard’s ability to pursue alternatives to the merger with F.N.B.

The merger agreement contains provisions that may discourage a third party from submitting an acquisition proposal to Howard that might result in greater value to Howard’s stockholders than the merger with F.N.B., or may result in a potential acquirer proposing to pay a lower per share price to acquire Howard than it might otherwise have proposed to pay. These provisions include a general prohibition on Howard from soliciting or, subject to certain exceptions relating to the exercise of fiduciary duties by Howard’s board of directors, entering into discussions or agreements with third parties regarding transactions to acquire Howard. Howard also has an unqualified obligation to submit the merger proposal to its stockholders, even if Howard receives an alternative acquisition proposal that the Howard board of directors believes is superior to the merger. In addition, Howard could be obligated to pay F.N.B. a termination fee of $15 million if either F.N.B. or Howard terminates the merger agreement under specified circumstances, including those relating to acquisition proposals for competing transactions. See “The Merger Agreement—Termination Fee” beginning on page 98.

Howard and F.N.B. will be subject to business uncertainties and contractual restrictions while the merger is pending, which could adversely affect each party’s business and operations.

Uncertainties about the effect of the merger on employees and customers may have an adverse effect on Howard and/or F.N.B. These uncertainties may impair F.N.B.’s or Howard’s ability to attract, retain and motivate key personnel until the merger is completed, and could cause customers and others that deal with F.N.B. and/or Howard to seek to change their existing business relationships with F.N.B. and/or Howard. Retention of certain employees may be challenging during the pendency of the merger, as certain employees may experience uncertainty about their future roles. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the business, Howard’s business or F.N.B.’s business could be negatively impacted. In addition, the merger agreement restricts Howard from taking specified actions relative to its business without the prior consent of F.N.B. These restrictions may prevent Howard from pursuing attractive business opportunities that may arise prior to the completion of the merger. See “The Merger Agreement—Conduct of Business While the Merger is Pending” beginning on page 86 for a summary of the restrictions applicable to Howard.

Some of Howard’s directors and executive officers have interests in the merger that may differ from the interests of Howard stockholders including, if the merger is completed, the receipt of financial and other benefits.

When considering the recommendations of the Howard board of directors with respect to the proposals described in this proxy statement/prospectus, you should be aware that the directors and executive officers of Howard may have interests in the merger that are different from, or in addition to those of Howard stockholders generally.

The Howard board of directors was aware of these interests and considered these interests, among other matters, when making its decision to approve the merger agreement and the merger and in recommending that Howard stockholders vote in favor of approval of the merger agreement and merger. For example:

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See “The Merger—Interests of Howard’s Directors and Executive Officers in the Merger” on page 71 for more information on the interests of certain directors and executive officers of Howard in connection with the merger.

Holders of F.N.B. common stock and Howard common stock will each have a reduced ownership and voting interest in the combined company after the merger and may exercise less influence over the combined company’s management.

F.N.B. shareholders currently have the right to vote in the election of the F.N.B. board of directors and on other matters affecting F.N.B., and Howard stockholders currently have the right to vote in the election of the Howard board of directors and on other matters affecting Howard. Upon the completion of the merger, each Howard stockholder will become a shareholder of F.N.B. with a percentage ownership of F.N.B. that is significantly smaller than the stockholder’s current percentage ownership of Howard. Immediately after completion of the merger, without giving effect to any shares of F.N.B. common stock held by Howard stockholders prior to the merger, we expect that F.N.B. shareholders will, as a group, own approximately 90% of F.N.B. and Howard stockholders will, as a group, own approximately 10% of F.N.B. As a result, Howard stockholders may have less influence on the management and policies of F.N.B. than they now have on the management and policies of Howard. Similarly, current F.N.B. shareholders will own a smaller percentage of F.N.B. than prior to the merger, and may have less influence than they now have on the management and policies of F.N.B.

The shares of F.N.B. common stock to be received by Howard stockholders as a result of the merger will have different rights from the shares of Howard common stock they currently hold.

Upon completion of the merger, Howard stockholders will become F.N.B. shareholders and their rights as shareholders will be governed by the Pennsylvania Business Corporation Law and the Pennsylvania Entity Transactions Law and F.N.B.’s articles of incorporation and bylaws. The rights associated with Howard common stock are different from the rights associated with F.N.B. common stock. See “Comparison of Shareholders’ Rights” beginning on page 105 for a discussion of the different rights associated with F.N.B. common stock.

The fairness opinion received by the board of directors of Howard prior to the signing of the merger agreement will not reflect any changes in circumstances between the date of the opinion and the date of completing the merger.

KBW, Howard’s financial advisor in connection with the proposed merger, delivered to the Howard board of directors its opinion, dated July 12, 2021, regarding the fairness, from a financial point of view and as of the date of such opinion, to the holders of Howard common stock of the exchange ratio provided for in the merger. The opinion speaks only as of the date of the opinion and not as of the date of this proxy statement/prospectus or the time the merger is completed. Any changes in the operations and prospects of Howard or F.N.B., general market and economic conditions or other factors outside of the control of Howard and F.N.B. could significantly alter the value of Howard or the prices of the shares of F.N.B. common stock or Howard common stock by the time the merger is completed.

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Howard stockholders will not have dissenters’ or appraisal rights in the merger.

Dissenters’ or appraisal rights are statutory rights that, if applicable under law, enable stockholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the extraordinary transaction. Under the MGCL, a Howard stockholder may not dissent from a merger as to shares that are listed on a national securities exchange at the record date fixed to determine the stockholders entitled to receive notice of the meeting of stockholders to vote upon the agreement of merger or consolidation. Pursuant to the MGCL, holders of Howard common stock will not be entitled to dissenters’ or appraisal rights in the merger with respect to their shares of Howard common stock because Howard common stock is listed on Nasdaq, a national securities exchange. See “The Merger —No Dissenters’ Rights or Appraisal Rights.”

Risk Factors Relating to the Combined Company’s Business Following the Merger

The market price of F.N.B. common stock after the merger may be affected by factors different from those currently affecting the prices of F.N.B. common stock and Howard common stock.

Upon completion of the merger, holders of Howard common stock will become holders of F.N.B. common stock. F.N.B.’s businesses differ from those of Howard, and accordingly the results of operations of F.N.B. will be affected by some factors that are different from those currently affecting the results of operations of Howard. For example, F.N.B.’s bank subsidiary operates in certain states of the United States, including Pennsylvania, Ohio, West Virginia, Virginia, Washington DC, South Carolina and North Carolina, where Howard does not. Accordingly, the results of operations of F.N.B. will be affected by business and other developments in those other areas of the United States to a larger extent than those of Howard. Moreover, F.N.B. operates in certain market segment areas in which Howard does not. F.N.B. is a full-service corporate and community bank focused principally on serving the needs of middle market clients by delivering a broad array of banking and capital markets products and services, including syndicated finance, debt and equity capital markets, commercial payments, equipment finance, derivatives, and foreign exchange. Consumer banking products and services include mortgage lending and a complete suite of mobile and online banking services. Accordingly, the results of operations of F.N.B. will be affected by the performance of these business segments, unlike the results of operations of Howard. For a discussion of the businesses of F.N.B. and Howard and some of the important factors to consider in connection with those businesses, see the documents incorporated by reference in this proxy statement/prospectus and referred to under “Where You Can Find More Information” beginning on page 120.

Integrating the businesses of F.N.B. and Howard and converting the two banks’ core technology systems may be more difficult, costly or time-consuming than expected, and the combined company may fail to realize the anticipated benefits and cost savings of the merger with Howard may not be realized, which may adversely affect the combined company’s business results and negatively affect the value of the common stock of the combined company following the merger.

F.N.B. and Howard have operated and, until the completion of the merger, will continue to operate, independently from each other. The success of the merger, including anticipated benefits and cost savings, will depend, in part, on F.N.B.’s ability to successfully combine and integrate the businesses and convert the core technology systems of First National Bank of Pennsylvania and Howard Bank within F.N.B.’s projected timeframe in a manner that permits growth opportunities and does not materially disrupt existing customer relationships or result in decreased revenues due to loss of customers.

A number of factors could affect F.N.B.’s ability to successfully integrate its businesses with the business of Howard. Significant delay in obtaining the necessary stockholder or bank regulatory approvals and/or the loss of key employees of Howard, whose services will be needed to complete the integration and core technology system conversion processes, and who may elect to terminate their employment as a result of or in anticipation of the merger or for other reasons. The business integration and core technology system processes themselves could be

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disruptive to F.N.B.’s or Howard’s ongoing businesses, causing loss of momentum in one or more of such businesses or inconsistencies or changes in standards, practices, business models, controls, procedures and policies that could adversely affect the ability of F.N.B. to maintain relationships with customers and employees.

If F.N.B. encounters significant difficulties in the integration process and/or core technology system conversion processes, the anticipated benefits of the merger may not be realized fully, or at all, or may take longer to realize than expected. Failure to achieve the anticipated benefits of the merger in the timeframes projected by F.N.B. could result in significantly increased costs and decreased revenues. This could have a dilutive effect on the combined company’s earnings per share.

F.N.B. may not be able to generate incremental business, including expanded products and services offerings, to support the additional investment in Howard’s market area or in specialty lending areas that are part of Howard’s business.

F.N.B.’s success in Howard’s markets will depend, in part, on its ability to successfully offer products and services to consumers that Howard does not currently offer, such as asset-based lending, equipment lease financing, wealth management, trust services, insurance, securities brokerage and investment advisory, foreign exchange, consumer mortgage loans and private banking, debt and equity capital markets and derivatives. This business strategy will require F.N.B. to attract and retain qualified and experienced personnel in Howard’s markets to execute its strategies and support those new products and services. Competition for qualified personnel may be intense, and F.N.B. may be unable to retain key employees or recruit individuals away from other banks and financial institutions, or may be unable to do so at a reasonable cost. F.N.B. could lose existing customers or fail to acquire new customers in this new market, may not adequately address its new market in terms of the products and services it offers, and may fail to compete successfully with financial institutions that are already established within this market area.

The merger may not be accretive, and may be dilutive, to F.N.B.’s earnings per share, which may negatively affect the market price of F.N.B. common stock.

F.N.B. currently expects the merger to be accretive to earnings per share in the first calendar full year after closing (excluding one-time charges). This expectation, however, is based on preliminary estimates which may materially change, including the currently expected timing of the merger. F.N.B. may encounter additional transaction- and integration-related costs or other factors such as a delay in the closing of the merger, may fail to realize all of the benefits anticipated in the merger or may be subject to other factors that affect preliminary estimates or its ability to realize operational efficiencies. Any of these factors could cause a decrease in F.N.B.’s earnings per share or decrease or delay the expected accretive effect of the merger and contribute to a decrease in the price of F.N.B.’s common stock.

F.N.B.’s decisions regarding the credit risk associated with Howard Bank’s loan portfolio could be incorrect and its credit mark may be inadequate, which may adversely affect the financial condition and results of operations of the combined company after the closing of the merger.

Before signing the merger agreement, F.N.B. conducted extensive due diligence on a significant portion of the Howard Bank loan portfolio. However, F.N.B.’s review did not encompass each and every loan in the Howard Bank loan portfolio. In accordance with customary industry practices, F.N.B. evaluated the Howard Bank loan portfolio based on various factors including, among other things, historical loss experience, economic risks associated with each loan category, volume and types of loans, trends in classification, volume and trends in delinquencies and nonaccruals, and general economic conditions, both local and national. In this process, F.N.B.’s management made various assumptions and judgments about the collectability of the loan portfolio, including the creditworthiness and financial condition of the borrowers, the value of the real estate, which is obtained from independent appraisers, other assets serving as collateral for the repayment of the loans, the existence of any guarantees and indemnifications and the economic environment in which the borrowers

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operate. In addition, the effects of probable decreases in expected principal cash flows on the Howard Bank loans were considered as part of F.N.B.’s evaluation. If F.N.B.’s assumptions and judgments turn out to be incorrect, including as a result of the fact that its due diligence review did not cover each individual loan, F.N.B.’s estimated credit mark against the Howard Bank loan portfolio in total may be insufficient to cover actual loan losses after the merger is completed, and adjustments may be necessary to allow for different economic conditions or adverse developments in the Howard Bank loan portfolio. Additionally, deterioration in economic conditions affecting borrowers, new information regarding existing loans, identification of additional problem loans and other factors, both within and outside F.N.B.’s or Howard’s control, may require an increase in the provision for loan losses. Material additions to the credit mark and/or allowance for loan losses would materially decrease F.N.B.’s net income and would result in extra regulatory scrutiny and possibly supervisory action.

The COVID-19 pandemic’s impact on the combined company’s business and operations is uncertain.

The extent to which the COVID-19 pandemic will negatively affect the business, financial condition, liquidity, capital and results of operations of the combined company will depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of the COVID-19 pandemic, the direct and indirect impact of the COVID-19 pandemic on employees, clients, counterparties and service providers, as well as other market participants, and actions taken by governmental authorities and other third parties in response to the COVID-19 pandemic and continuing variant mutations. Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the impact of the COVID-19 pandemic on the combined company’s business, and there is no guarantee that efforts by the combined company to address the adverse impacts of the COVID-19 pandemic will be effective.

Even after the COVID-19 pandemic has subsided, the combined company may continue to experience adverse impacts to its business as a result of the COVID-19 pandemic’s global economic impact, including reduced availability of credit, adverse impacts on liquidity, supply chain interruptions and the negative financial effects from any recession or depression that may occur.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

F.N.B. and Howard have included in this proxy statement/prospectus and documents incorporated by reference certain statements that may constitute “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, including the expected costs to be incurred and cost savings to be realized in connection with the merger, the strategic benefits and financial benefits of the merger (including anticipated accretion to earnings per share and other metrics), the assumed acquisition accounting adjustments, the timing of the closing of the merger, and consequences of the integration of the businesses and operations of F.N.B. and Howard.

Forward-looking statements are typically identified by words such as “believe”, “plan”, “expect”, “anticipate”, “intend”, “outlook”, “estimate”, “forecast”, “target”, “continue”, “predict”, “objective”, “project”, “possible”, “potential”, “goal”, by future conditional versus such as “will”, “should”, “could”, “would”, “assume”, or “may”, 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, are difficult to predict and are generally beyond the control of either company. 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 proxy statement/prospectus and documents incorporated by reference pertain only to the date they are made, 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 anticipated in these forward-looking statements. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results. Accordingly, we caution against placing undue reliance on any forward-looking statements.

In addition to factors previously disclosed in F.N.B.’s and Howard’s reports filed with the SEC and those identified elsewhere in this proxy statement/prospectus (including the “Risk Factors” beginning on page 19), the following factors, among others, could cause actual results to differ materially from those anticipated forward-looking statements or from historical performance:

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Consequently, all forward-looking statements made by F.N.B. or Howard contained or incorporated by reference in this proxy statement/prospectus are qualified by factors, risks and uncertainties, including, but not limited to, those set forth under the caption titled “Risk Factors” beginning on page 19 and those 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. See the section titled “Where You Can Find More Information” beginning on page 120.

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SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF F.N.B.

The following selected consolidated financial information for the fiscal years ended December 31, 2016 through December 31, 2020 is derived from the consolidated financial statements of F.N.B. The consolidated financial information as of and for the six months ended June 30, 2021 and 2020 is derived from unaudited consolidated financial statements and, in the opinion of F.N.B.’s management, reflects all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of this data for those dates. The results of operations for the six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the entire fiscal year ending December 31, 2021. You should not assume the results of operations for any past periods indicate results for any future period. You should read this information in conjunction with F.N.B.’s audited consolidated financial statements and related notes thereto included in F.N.B.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, and in F.N.B.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, which are incorporated by reference into this proxy statement/prospectus. See “Where You Can Find More Information” on page 120.

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SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF HOWARD

The following selected consolidated financial information for the fiscal years ended December 31, 2016 through December 31, 2021 is derived from the consolidated financial statements of Howard. The consolidated financial information as of and for the six months ended June 30, 2021 and 2020 is derived from unaudited consolidated financial statements and, in the opinion of Howard’s management, reflects all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of this data for those dates. The results of operations for the six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the entire fiscal year ending December 31, 2021. You should not assume the results of operations for any past periods indicate results for any future period. You should read this information in conjunction with Howard’s audited consolidated financial statements and related notes thereto included in Howard’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, and in Howard’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, which are incorporated by reference into this proxy statement/prospectus. See “Where You Can Find More Information” on page 120.

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COMPARATIVE MARKET PRICES AND DIVIDENDS

The following table sets forth for the periods indicated:

The table below presents:

in each case, on July 12, 2021, the last full trading day prior to the public announcement of the proposed merger, and on September 27, 2021, the last practicable trading day before the date we printed and mailed this proxy statement/ prospectus. The following table also presents the pro forma equivalent per share value of a share of Howard common stock on those dates. We calculated the pro forma equivalent per share value by multiplying the closing price of F.N.B. common stock on those dates by 1.8, the exchange ratio in the merger.

We advise you to obtain current market quotations for F.N.B. common stock. The market price of F.N.B. common stock will fluctuate between the date of this proxy statement/prospectus and the completion of the merger. We can provide no assurance concerning the future market price of F.N.B. common stock.

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HOWARD SPECIAL MEETING OF STOCKHOLDERS

Date, Time and Place of the Special Meeting

The special meeting of stockholders of Howard will be held at 10:00 a.m., Eastern Time, on November 9, 2021. Due to the health and safety concerns related to the coronavirus (COVID-19), the special meeting will be a completely “virtual meeting” of stockholders. You will be able to attend the special meeting as well as vote and submit your questions during the live audiocast of the meeting by visiting https://meetnow.global/MHS7ML2 and entering the control number included on your proxy card or in the instructions that accompanied your proxy materials. No password will be required to access the special meeting.

Howard is mailing this document and accompanying form of proxy to its stockholders on or about October 6, 2021.

Purpose of the Special Meeting

At the special meeting, stockholders of Howard will be asked to consider and vote upon:

Completion of the merger is conditioned on approval of the merger proposal, among other conditions.

Completion of the merger is not conditioned on the approval of the compensation proposal or the adjournment proposal.

Recommendation of the Howard Board of Directors

The Howard board of directors has unanimously approved the merger agreement and merger and unanimously recommends that stockholders vote “FOR” the merger proposal, “FOR” the compensation proposal, and “FOR” the adjournment proposal. See “The Merger—Recommendation of the Howard Board of Directors and Reasons for the Merger” beginning on page 53.

Format of the Special Meeting

Due to the public health and travel concerns our stockholders may have related to COVID-19 and the protocols that federal, state, and local governments have imposed on public gatherings, including current Maryland government health directives to use social distancing, our special meeting will be conducted online, in a fashion similar to an in-person meeting. We designed the format of the meeting to ensure that our stockholders who attend will be afforded the same rights and opportunities to participate as they would at an in-person meeting.

Access to the Audio Webcast of the Special Meeting:    The live audio webcast of the meeting will begin promptly at 10:00 a.m. (local time). Online access to the audio webcast will open approximately 30 minutes prior to the start of the meeting to allow time for you to log in and test the computer audio system.

Attendance Instructions:    To attend the virtual meeting, go to https://meetnow.global/MHS7ML2. No password will be required to access the special meeting. In order to vote during the special meeting, you will also need the 15-digit control number found on your proxy card or on the instructions that accompany this proxy statement/prospectus.

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Submitting Questions During the Special Meeting:    Stockholders may submit questions in real time during the special meeting at https://meetnow.global/MHS7ML2. We intend to respond to all questions submitted during the special meeting in accordance with the Meeting’s Rules of Conduct which are pertinent to the meeting matters, as time permits. The Rules of Conduct will be posted at the virtual meeting forum at https://meetnow.global/MHS7ML2. Responses to any such questions that are not addressed during the meeting will be published following the meeting on our website at www.howardbank.com under the link “Investor Relations.” Questions and responses will be grouped by topic and substantially similar questions will be grouped and responded to once.

Technical Assistance:    Online access to the webcast will be open 30 minutes prior to the start of the special meeting to allow time for you to log in and test your computer audio system. We encourage you to access the meeting prior to the start time. If you encounter any difficulties accessing the meeting in advance or during the meeting time, please call (888) 724-2416.

Record Date and Quorum

All holders of Howard common stock at the close of business on the record date, September 27, 2021, including registered stockholders and stockholders who hold their shares through banks, brokers, or other nominees, have a right and are invited to virtually attend the Howard special meeting. On the record date, there were 18,525,165 shares of Howard common stock outstanding and entitled to vote held by approximately 342 holders of record. In addition, on the record date Howard had an additional 286,711 shares outstanding that are not entitled to vote under Maryland’s control share acquisition statute.

To conduct business at the special meeting, a quorum of stockholders must be present. The presence at the special meeting virtually or by proxy of the holders of record of a majority of Howard common stock issued and outstanding and entitled to vote at the special meeting constitutes a quorum to transact business at the special meeting. Abstentions are counted as shares present at the meeting for purposes of determining a quorum. Broker-non votes will not be counted toward a quorum.

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

Under the MGCL and Howard’s bylaws, whether or not a quorum is present, the chairperson of the meeting may adjourn the Howard special meeting.

Each share of Howard common stock outstanding on the record date for the special meeting (other than the 286,711 shares which do not have voting rights under the Maryland control share statute) entitle the holder to cast one vote upon each matter properly submitted at the Howard special meeting.

As of the record date, directors and executive officers of Howard and their affiliates owned and were entitled to vote 3,277,256 shares of Howard common stock representing approximately 17.69% of the shares of Howard common stock outstanding on that date. See “Security Ownership of Certain Beneficial Owners and Management” of the proxy statement for Howard’s 2021 annual meeting of stockholders, filed with the SEC on

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April 13, 2021, which is incorporated herein by reference, for information regarding the beneficial ownership of Howard common stock as of April 1, 2021 by: (1) each person or entity known to Howard to be the beneficial owners of more than five percent of the outstanding common stock of Howard, (2) each of director of Howard, (3) each named executive officer of Howard and (4) all officers and directors of Howard as a group.

On July 12, 2021, each of the persons then serving as a director of Howard, and Priam Capital Fund I, Patriot Financial Partners II, L.P., and Patriot Financial Partners Parallel II, L.P., entered into a voting agreement with F.N.B., solely in his, her or its capacity as a stockholder of Howard, in which each such person agreed to vote in favor of the merger proposal and the adjournment proposal. As of the record date, there were 5,081,991 shares of Howard common stock entitled to vote subject to the voting agreements (excluding options), which represented approximately 27.43% of the outstanding shares of Howard common stock entitled to vote as of that date. In addition, as of the record date, Patriot Financial Partners II, L.P. and Patriot Financial Partners Parallel II, L.P. owned a combined total of 286,711 shares of Howard common stock that do not have voting rights in accordance with Maryland’s control share acquisition statute. The forms of voting agreements signed by those stockholders is included as Appendix B and Appendix C to this proxy statement/prospectus.

Vote Required to Approve Each Matter; Treatment of Abstentions; Failure to Vote

Howard merger proposal. The merger proposal requires the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter in order to be approved. If you mark “ABSTAIN” on your proxy card, fail to submit a proxy card, fail to vote via the Internet at the Howard special meeting or fail to instruct your bank, broker, trustee or other nominee on how to vote with respect to the merger proposal, it will have the same effect as a vote “AGAINST” the merger proposal.

Howard compensation proposal and adjournment proposal. The compensation proposal and the adjournment proposal each require the affirmative vote of a majority of the votes cast at the meeting in order to be approved. If you mark “ABSTAIN” on your proxy card, fail to submit a proxy card, fail to vote via the Internet at the Howard special meeting or fail to instruct your bank, broker, trustee or other nominee on how to vote with respect to one of these proposals, your shares will not be included in determining the total number of votes cast on these proposals and will have no effect on these proposals. The vote on the compensation proposal is only advisory and will not be binding on Howard or the combined company that results from the merger.

Voting on Proxies; Incomplete Proxies

Giving a proxy means that a Howard stockholder authorizes the persons named in the enclosed proxy card to vote its shares of Howard common stock at the Howard special meeting in the manner such stockholder directs. A Howard stockholder may vote by proxy or via the Internet at the Howard special meeting. If you hold your shares of Howard common stock in your name as a stockholder of record, to submit a proxy, you, as a Howard stockholder, may use one of the following methods:

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If you intend to submit your proxy by telephone or via the Internet, you must do so by 11:59 p.m., Eastern Time, on the day before the Howard special meeting. If you intend to submit your proxy by mail, your completed proxy card must be received prior to the Howard special meeting.

When the accompanying proxy is returned properly executed prior to the Howard special meeting, the shares of Howard common stock represented by it will be voted at the Howard special meeting in accordance with the instructions contained on the proxy card. If any proxy is returned without indication as to how to vote, the shares of Howard common stock represented by the proxy will be voted as recommended by the Howard board of directors.

If a Howard stockholder’s shares of Howard common stock are held in “street name” by a bank, broker, trustee, or other nominee, the Howard stockholder should check the voting form used by that firm to determine whether it may vote by telephone or via the Internet.

Your vote is very important, regardless of the number of shares of Howard common stock you own. Accordingly, each Howard stockholder should complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope, or vote via the Internet or by telephone as soon as possible, whether or not you plan to virtually attend the Howard special meeting.

Shares Held in Street Name

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

You may not vote shares held in a brokerage or other account in “street name” by returning a proxy card directly to Howard or by voting at the Howard special meeting via the Howard special meeting website unless you obtain a legal proxy from your bank, broker, trustee or other nominee. If your shares of Howard common stock are held in street name, you must register by submitting proof of such legal proxy along with your name and email address to [email protected] or Computershare, Howard Legal Proxy, P.O. Box 43001, Providence, RI 02940-3001, no later than November 2, 2021 at 5:00 p.m., Eastern Time, to vote at the Howard special meeting via the Howard special meeting website.

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

Revoking Proxy or Changing Vote After Returning Proxy Card or Voting by Telephone or Internet

If you are a stockholder of record, you may revoke your proxy at any time before it is voted by:

If you hold your shares in street name through a broker, you must contact your broker to revoke your proxy or change your vote. If you have instructed a bank, broker, trustee, or other nominee to vote your shares of Howard common stock, you must follow the directions you receive from your bank, broker, trustee, or other nominee in order to change or revoke your vote.

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Howard stockholders retain the right to revoke their proxies in the manner described above. Unless so revoked, the shares of Howard common stock represented by such proxies will be voted at the Howard special meeting and all adjournments or postponements thereof.

Other Matters to Come Before the Howard Special Meeting

Pursuant to MGCL and Howard’s bylaws, only the matters set forth in this Notice of Special Meeting of Stockholders may be brought before the Howard special meeting. The Howard board of directors is not aware of any additional matters to be brought before the special meeting.

How to Register to Attend the Meeting via Live Webcast

If you are a stockholder of record (your shares are registered in your own name with Howard’s transfer agent, Computershare), you do not need to register to attend the special meeting via live webcast. Please follow the instructions on the proxy card that you received.

If you hold your shares through an intermediary, such as a bank, broker, trustee or other nominee, and you want to vote or ask a question at the special meeting you must register in advance to attend the special meeting via live webcast. Otherwise, you may enter the webcast as a guest. To register to attend the special meeting via live webcast as a stockholder you must submit a legal proxy reflecting your Howard Bancorp, Inc. holdings along with your name and email address to Howard’s transfer agent, Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on November 2, 2021. You will receive a confirmation of your registration by email after we receive your registration materials. Requests for registration should be directed to us at the following:

Delivery of Proxy Statement/Prospectus to Stockholders Sharing the Same Address

The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement or annual report, as applicable, addressed to those stockholders. As permitted by the Exchange Act, only one copy of this proxy statement/prospectus is being delivered to stockholders residing at the same address, unless such stockholders have notified the company whose shares they hold of their desire to receive multiple copies of the proxy statement/prospectus. This process, which is commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies.

If you are a Howard stockholder, Howard will promptly deliver a separate copy of this proxy statement/prospectus to you if you direct your request to Howard’s Investor Relations at Investor Relations, Howard Bancorp, Inc., 3301 Boston Street, Baltimore, Maryland 21224 or by calling (410) 750-0020. If you want to receive separate copies of a Howard proxy statement in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, brokerage firm, trustee or other nominee, or you may contact Howard at the above address and telephone number.

Solicitation of Proxies

The board of directors of Howard is soliciting proxies of stockholders for use at the special meeting of stockholders. The cost of solicitation of proxies for the Howard special meeting will be borne by Howard. Howard will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to the beneficial owners of common stock. Howard has retained Georgeson to assist in the solicitation of proxies for a fee of approximately $8,000 plus related fees for any additional services

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and reasonable out-of-pocket expenses. In addition, Howard’s directors, officers and employees may also solicit proxies by mail, telephone, facsimile, electronic mail or in person, but no additional compensation will be paid to them.

Questions and Additional Information

If you have any questions or need assistance with voting, please contact Howard’s proxy solicitor, Georgeson, by calling toll-free at (888) 613-9817.

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HOWARD PROPOSALS

Proposal No. 1—Howard Merger Proposal

At the Howard special meeting, the Howard stockholders will be asked to approve the merger agreement and the merger. Holders of Howard common stock should read this proxy statement/prospectus carefully and in its entirety, including the appendices, for more detailed information concerning the merger agreement and the merger. A copy of the merger agreement is attached to this proxy statement/prospectus as Appendix A.

The Howard board of directors unanimously adopted the merger agreement and the transactions contemplated by the merger agreement, including the merger, and determined that the merger agreement and the merger to be advisable and fair to and in the best interests of Howard and its stockholders. See “The Merger—Recommendation of the Howard Board of Directors and Reasons for the Merger” included elsewhere in this proxy statement/prospectus for a more detailed discussion of the Howard board of directors’ recommendation.

The Howard board of directors unanimously recommends that Howard stockholders vote “FOR” the Howard merger proposal

Proposal No. 2—Howard Compensation Proposal

Pursuant to Rule 14a-21(c) of the Exchange Act and as required by the Dodd-Frank Act, Howard is seeking non-binding, advisory stockholder approval of the merger-related compensation for its named executive officers as described in “The Merger—Merger-Related Compensation for Howard’s Named Executive Officers.” The compensation proposal gives Howard’s stockholders the opportunity to express their views on the merger-related compensation of Howard’s named executive officers. Accordingly, Howard is requesting stockholders to approve the following resolution, on a non-binding, advisory basis:

“RESOLVED, that the compensation that may be paid or become payable to Howard’s named executive officers in connection with the merger, and the agreements or understandings pursuant to which such compensation may be paid or become payable, in each case as disclosed pursuant to Item 402(t) of Regulation S-K in “The Merger—Merger-Related Compensation for Howard’s Named Executive Officers,” is hereby APPROVED on a non-binding, advisory basis.”

The vote is advisory in nature and, therefore, is not binding on Howard or on F.N.B. or the boards of directors or the compensation committees of Howard or F.N.B., regardless of whether the Howard merger proposal is approved.

Approval of this compensation proposal is not a condition to completion of the merger and requires the affirmative vote of a majority of the votes cast. The vote with respect to this compensation proposal is advisory only and will not be binding on Howard or F.N.B., regardless of whether the other proposals are approved. If the merger is completed, the merger-related compensation may be paid to Howard’s named executive officers to the extent payable in accordance with the terms of the compensation agreements and arrangements even if Howard’s stockholders fail to approve the compensation proposal.

The vote on the compensation proposal is separate from the vote to approve the merger proposal. You may vote “AGAINST” the compensation proposal and “FOR” the merger proposal and vice versa. You also may abstain from this compensation proposal and vote on the merger proposal and vice versa.

The Howard board of directors unanimously recommends that you vote “FOR” the compensation proposal.

Proposal No. 3—Howard Adjournment Proposal

The Howard special meeting may be adjourned to another time or place, if necessary or appropriate, to permit, among other things, further solicitation of proxies in favor of the merger proposal.

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If, at the Howard special meeting, the number of shares of Howard common stock present via the Internet or represented by proxy and voting in favor of the merger proposal is insufficient to approve the Howard merger proposal, Howard may move to adjourn the Howard special meeting in order to enable the Howard board of directors to solicit additional proxies in favor of the merger proposal.

In the adjournment proposal, Howard is asking its stockholders to authorize the holder of any proxy solicited by the Howard board of directors to vote in favor of granting discretionary authority to the proxy holders, and each of them individually, to adjourn the Howard special meeting to another time and/or place for the purpose of soliciting additional proxies. If the Howard stockholders approve the adjournment proposal, Howard could adjourn the Howard special meeting and any adjourned session of the Howard special meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from Howard stockholders who have previously voted. Howard does not intend to call a vote on adjournment of the special meeting to solicit additional proxies if the Howard merger proposal is adopted at the Howard special meeting.

The Howard board of directors unanimously recommends that you vote “FOR” the adjournment proposal.

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INFORMATION ABOUT F.N.B. CORPORATION

F.N.B. Corporation, headquartered in Pittsburgh, Pennsylvania, is a diversified financial services company operating in seven states and the District of Columbia. F.N.B.’s market coverage spans several major metropolitan areas including: Pittsburgh, Pennsylvania; Baltimore, Maryland; Cleveland, Ohio; Washington, D.C.; and Charlotte, Raleigh, Durham and the Piedmont Triad (Winston-Salem, Greensboro and High Point) in North Carolina. At June 30, 2021, F.N.B. had total assets of more than $38 billion and 338 banking offices throughout Pennsylvania, Ohio, Maryland, West Virginia, North Carolina, South Carolina, Washington, D.C., and Virginia.

F.N.B. provides a full range of commercial banking, consumer banking and wealth management solutions through its subsidiary network, which is led by its largest affiliate, First National Bank of Pennsylvania, founded in 1864. Commercial banking solutions include corporate banking, small business banking, investment real estate financing, government banking, business credit, capital markets and lease financing. The consumer banking segment provides a full line of consumer banking products and services, including deposit products, mortgage lending, consumer lending and a complete suite of mobile and online banking services. F.N.B.’s wealth management services include asset management, private banking and insurance.

The principal executive offices of F.N.B. are located at 12 Federal Street, One North Shore Center, Pittsburgh, Pennsylvania 15212, telephone number (800) 555-5455. Additional information about F.N.B. and its subsidiaries is included in documents incorporated by reference in this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 120.

INFORMATION ABOUT HOWARD BANCORP, INC.

Howard Bancorp, Inc., a Maryland corporation, is the parent company of Howard Bank, a Maryland-chartered trust company operating as a commercial bank. Headquartered in Baltimore, Maryland, Howard Bank operates a general commercial banking business through its 13 branches located throughout the greater Baltimore metropolitan area. At June 30, 2021, Howard had $2.6 billion of total consolidated assets, $1.9 billion of total net loans and leases, $2.0 billion of total deposits and $303.3 million of stockholders’ equity. Howard Bank traditionally markets its financial services to small and medium sized businesses and their owners, professionals and executives, and high-net-worth individuals.

Howard common stock is listed on The Nasdaq Capital Market under the symbol “HBMD.” Howard’s principal executive offices are located at 3301 Boston Street, Baltimore, Maryland 21224, and its telephone number is (410) 750-0020.

More information about Howard is available by visiting www.howardbank.com and then clicking the link to “Investor Relations.” Information contained on Howard’s website does not constitute part of, and is not incorporated into, this proxy statement/prospectus. For additional information regarding Howard’s business, financial condition, results of operations and other important information, please refer to Howard’s filings with the SEC that are incorporated by reference in this document, including its Annual Report on Form 10-K for the year ended December 31, 2020. For instructions on how to find copies of these documents and for a list of the documents that are incorporated by reference, see “Where You Can Find More Information” beginning on page 120.

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THE MERGER

The following is a discussion of the merger and the material terms of the merger agreement between F.N.B. and Howard. You are urged to read carefully the merger agreement in its entirety, a copy of which is attached as Appendix A to this proxy statement/prospectus and incorporated by reference herein. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. This section is not intended to provide you with any factual information about F.N.B. or Howard. Such information can be found elsewhere in this proxy statement/prospectus and in the public filings F.N.B. and Howard make with the SEC. See “Where You Can Find More Information” on page 120.

Overview of the Merger

F.N.B.’s and Howard’s boards of directors have each unanimously approved the merger and the merger agreement. The merger agreement provides for Howard to merge with and into F.N.B. after the closing conditions specified in the merger agreement have been satisfied. When the merger is completed, Howard’s separate corporate existence will cease and F.N.B. will be the surviving corporation. F.N.B.’s articles of incorporation and bylaws and the provisions of the Pennsylvania Business Corporation Law and the Pennsylvania Entity Transactions Law (which are the statutory corporation laws under which F.N.B. is incorporated) will govern the surviving corporation. The persons serving as the directors and officers of F.N.B. immediately before the merger also will be the directors and officers of the surviving corporation. For information about the identities, backgrounds, compensation and certain other matters relating to F.N.B.’s directors and executive officers, please refer to F.N.B.’s proxy statement for its 2021 annual meeting of stockholders, which is incorporated by reference herein. For information about Howard’s directors, please refer to Howard’s proxy statement for its 2021 annual meeting of stockholders, which is also incorporated by reference herein. See “Where You Can Find More Information” on page 120. The parties intend for the merger to be treated as a “reorganization” under Section 368(a) of the Code. See “U.S. Federal Income Tax Consequences of the Merger” on page 100 for additional information.

As a result of the merger of Howard into F.N.B., all outstanding shares of Howard common stock will be automatically converted into the right to receive merger consideration from F.N.B., except that shares of Howard common stock held by Howard, F.N.B. or their respective subsidiaries (other than in a fiduciary capacity or as a result of debts previously contracted) will be canceled without consideration. The number of shares of F.N.B. common stock each Howard stockholder is entitled to receive will be determined based on a fixed exchange ratio of 1.8 shares of F.N.B. common stock for each share of Howard common stock owned. No fractional shares of F.N.B. common stock will be issued in the merger. Instead, Howard stockholders will be entitled to receive cash in lieu of any fractional shares of F.N.B. common stock they would otherwise be entitled to receive. Howard may terminate the merger agreement if the average closing price of F.N.B. common stock over a specified period prior to completion of the merger decreases below certain specified thresholds unless F.N.B. elects to increase the exchange ratio as determined by a formula in the merger agreement. See the section entitled “The Merger Agreement—Termination of the Merger Agreement” beginning on page 95 for additional information.

F.N.B. and Howard can provide no assurance that the value of F.N.B. common stock at the time the merger is completed will be substantially equivalent to the value of F.N.B. common stock at the time the Howard stockholders vote to approve the merger proposal. Because the market value of F.N.B. common stock fluctuates, the value of the shares of F.N.B. common stock that Howard stockholders will receive as merger consideration will fluctuate.

Upon completion of the merger, all shares of F.N.B. capital stock issued and outstanding as of the completion of the merger will remain outstanding and will be unaffected by the merger. F.N.B. common stock will continue to trade on the NYSE under the symbol “FNB” following the merger. Based on information as of the Howard special meeting record date, immediately after the merger is completed, without giving effect to any shares of F.N.B. common stock held by Howard stockholders prior to the merger, holders of F.N.B. common

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stock will own approximately 90% of all outstanding shares of F.N.B. common stock, and holders of Howard common stock will own approximately 10% of all outstanding shares of F.N.B. common stock.

Immediately after the merger of Howard into F.N.B. is completed, F.N.B.’s and Howard’s main operating subsidiaries, First National Bank of Pennsylvania, a national banking association, and Howard Bank, a Maryland state-chartered trust company, will merge, with First National Bank of Pennsylvania being the surviving entity. Howard Bank and First National Bank of Pennsylvania have entered into a separate merger agreement setting forth their agreement to merge and the terms and conditions of the merger. The form of the bank merger agreement is attached as Exhibit B to the merger agreement between F.N.B. and Howard.

Background of the Merger

As part of its ongoing consideration and evaluation of its long-term prospects and strategies, Howard’s board of directors and senior management have regularly reviewed and assessed its business strategies and objectives, periodically with input from investment banking and other outside advisory firms, all with the goal of enhancing long-term value for its stockholders. The Howard board of directors also formed the strategic growth initiatives committee of the board of directors in 2015 to assist, advise and make recommendations to the board of directors with respect to potential strategic initiatives of Howard, including acquisitions of business entities and mergers, consolidations and other potential business combinations involving Howard. During 2021, the Howard directors serving on the Howard strategic growth initiatives committee were Messrs. Feinglass, High, Latta, O’Neill, Smith, and Ms. Scully. Mr. Lundeen also served on the committee until May 26, 2021, when Mr. Lundeen retired from the board of directors at the end of his term as a director, at which point the Howard board of directors appointed Mr. Kunisch to the committee.

The reviews and assessments performed by the Howard board of directors (directly and through the Howard strategic growth initiatives committee) have included discussions regarding strategic alternatives, including capital planning (including share and debt issuances, share repurchases and potential dividends), earnings improvement through revenue increases, business process enhancements and expense reductions, growth strategies (including organic growth, hiring of teams of individuals, and acquisitions and mergers), and business line additions and exits. The Howard board of directors has also reviewed, and has discussed with outside advisors, the state of the banking industry generally and Howard in particular, including the economic, interest rate and regulatory environment; the competitive landscape for community banks; public trading prices of bank stocks; and bank merger and acquisition activity and valuations. These meetings have included discussions regarding potential business considerations, economies of scale, technology enhancements and partnerships, additional customer services and revenue sources, specialty product sets, non-interest income strategies, and stockholder value benefits that might be achieved if Howard were to become a larger institution through acquisitions or a merger with a similarly-sized or significantly larger financial institution.

In an effort to maintain knowledge of the relevant market for business combinations and to gauge the potential interest level and suitability of various financial institutions with respect to exploring a business combination with Howard, Howard executive officers have also had discussions from time to time with many investment bankers and other financial institutions. These contacts occurred through impromptu meetings at investor conferences and banking industry conferences and social settings at those conferences and through scheduled meetings and telephone calls.

As part of its ongoing consideration and evaluation of Howard’s long-term prospects and strategies, and in view of the ongoing contacts as described above and an increase in the overall level of community bank merger and acquisition activity, on March 5, 2021, the Howard strategic growth initiatives committee held a meeting also attended by members of Howard senior management and representatives of KBW, an investment banking firm. At this meeting, members of Howard senior management provided a summary of Howard management meetings in recent quarters with various smaller, similarly-sized and significantly larger financial institutions, involving high level discussions of the banking industry and their respective companies, including discussions

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with larger institutions referred to as Institution A, Institution B and Institution C, as well as a scheduled meeting with F.N.B. All such discussions were general in nature and did not include any specific proposals, though some institutions, including Institutions A, B and C, had expressed a general interest in exploring strategic alternatives in the event that Howard were to seek a merger partner. Howard senior management also discussed with the committee Howard’s internal financial forecast as an independent financial institution.

Also at the March 5, 2021 meeting, representatives of KBW, which previously acted as placement agent in Howard’s 2018 subordinated debt offering and as financial advisor to First Mariner Bank in the 2017 merger with Howard Bank, reviewed and discussed with the strategic initiatives committee information regarding KBW’s community bank merger and acquisition experience in recent years, the banking industry, publicly available financial and stock market information for Howard and selected other community banks, potential capital planning strategies, and community bank merger and acquisition activity. The KBW representatives also reviewed and discussed with the committee a broad selection of financial institutions in the Mid-Atlantic region, which were categorized into three groups based on size: potential downstream acquisition partners (smaller institutions in Howard’s market or adjacent markets), merger-of-equals partners (similarly-sized institutions in or near Howard’s market) and upstream partners (larger institutions). There was preliminary review and discussion of certain potential financial impacts to Howard stockholders of a Howard acquisition of a downstream partner, a merger of equals or a combination with an upstream partner, as compared to Howard pursuing organic growth as a standalone organization. The Howard strategic growth initiatives committee and the KBW representatives also discussed various potential advantages, disadvantages and other matters associated with a standalone organic growth strategy and with each category of potential merger partners.

After further discussion, the assessment of the Howard strategic growth initiatives committee was that Howard should engage KBW to act as Howard’s financial advisor and should focus on exploring potential combinations with upstream partners that were likely to be interested in a business combination with Howard in the current environment and potential mergers of equals partners.

On March 24, 2021, the Howard board of directors held a meeting attended by members of Howard senior management and representatives of KBW. Members of Howard senior management discussed with the board the potential challenges faced by Howard associated with the current and anticipated interest rate, regulatory and competitive environments, as well as technology developments (and the related need for digital investments for both customer satisfaction and process enhancements) and the benefits of greater scale. Howard senior management also discussed with the board community bank merger and acquisition activity and Howard’s internal financial forecast as an independent organization. KBW representatives reviewed and discussed with the board of directors information regarding the matters that the KBW representatives had reviewed and discussed in the previous Howard strategic growth initiatives committee meeting described above.

Following further discussions, including discussions regarding the views of the Howard strategic growth initiatives committee, and based on KBW’s qualifications, reputation and experience in mergers and acquisitions involving banks and its familiarity with Howard, the Howard board of directors authorized the engagement of KBW as Howard’s financial advisor, subject to the Howard strategic growth initiatives committee’s ongoing review of and satisfaction with KBW conflicts disclosures. After considering, among other things, the requirements of Howard’s business operations and initiatives, the current level of community bank merger and acquisition activity, and the advisability of conducting a merger partner exploration process while controlling the risk that such a process could disrupt Howard’s business operations or be leaked or otherwise publicly known, the Howard board of directors directed the Howard strategic growth initiatives committee and Howard management to commence work with KBW to refine the groups of potential upstream and merger of equals partners, and directed the Howard strategic growth initiatives committee to oversee the exploration of a potential business combination with such potential merger partners.

On April 1, 2021, the Howard strategic growth initiatives committee held a meeting attended by members of Howard senior management and representatives of KBW. The committee discussed the appropriate potential

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merger partners for Howard to approach and the process by which Howard would explore a potential business combination with such potential merger partners. The KBW representatives reviewed information regarding two potential merger-of-equals partners, identified based in part upon their potential geographic, cultural and strategic fit, financial characteristics, interest in a merger of equals, and ability to engage in a merger transaction in the current environment, and information regarding four potential upstream partners (F.N.B. and Institutions A, B and C), identified based in part upon their likely near term interest in and ability to engage in merger transaction with Howard in the current environment.    

The Howard strategic growth initiatives committee expressed concerns with respect to the interest level of one of the potential merger of equals partners in a potential business combination with Howard. The Howard strategic growth initiatives committee also discussed with KBW representatives and Howard management whether other potential merger of equals or upstream merger partners would likely be attractive candidates for a merger with Howard.

After further discussion regarding the potential merger partners and the process and timing with respect to exploring potential merger partners, the Howard strategic growth initiatives committee determined that Howard should explore the possibility of a merger with each of F.N.B. and Institutions A, B and C, and one of the potential merger of equals partners. The committee instructed KBW to contact the potential merger of equals partner on an informal, fact-finding basis to assess its interest in exploring a potential business combination.

On April 5, 2021, Ms. Scully met with the chief executive officer of Institution B and engaged in a general discussion regarding the Maryland market and Howard.

On April 9, 2021, KBW met with the potential merger of equals partner on an informal, fact-finding basis and was informed that the potential partner was not interested in exploring a merger of equals transaction at that time.

On April 12, 2021, the Howard strategic growth initiatives committee held a meeting also attended by members of Howard senior management and representatives of KBW. At this meeting, Ms. Scully updated the committee with respect to her meeting with Institution B’s chief executive officer, and the KBW representatives updated the committee regarding its meeting with the potential merger of equals party. The KBW representatives discussed recent bank merger and acquisition activity and other Mid-Atlantic banks that could be available to the potential upstream partners to consider as acquisition candidates instead of Howard. The committee discussed risks associated with diligence, negotiation and integration of merger of equals business combinations, and engaged in further discussions with the KBW representatives and Howard management. No other similarly sized institutions were identified that the committee believed would be interested in pursuing a merger of equals with Howard and that had the right strategic fit and business combination experience needed to make a merger of equals a favorable option. The committee discussed with KBW representatives whether there were additional potential upstream partners that were reasonably likely to have the financial capacity and ability to engage in, and a near term interest in pursuing, a merger with Howard, and no additional partners were identified. The KBW representatives discussed with the committee the potential process and timing for approaching and engaging with F.N.B. and Institutions A, B and C.

At a Howard strategic growth initiatives committee meeting held on the April 22, 2021, which was attended by members of Howard senior management, Ms. Scully informed the committee that a potential upstream partner, referred to as Institution D, which had previously indicated that it would not consider an acquisition until 2022, had communicated to KBW that it might consider an acquisition in 2021. Howard management recommended, and the committee agreed, that Howard should include Institution D in Howard’s merger exploration process. The committee also reviewed and discussed the terms of KBW’s engagement as Howard’s financial advisor and potential conflicts disclosures provided by KBW with respect to the merger partners that the committee had selected for exploration. The committee approved proceeding with Howard’s engagement of KBW and discussed the timing of the outreach to the potential upstream partners and the date to be set for the submission of initial indications of interest.

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In accordance with directives from the Howard strategic growth committee, beginning on April 23, 2021, representatives of KBW commenced contacting F.N.B. and Institutions A, B, C, and D regarding their interest in a potential transaction with Howard. With respect to F.N.B., a representative of KBW initiated contact with Vincent J. Delie, Jr., the President and Chief Executive Officer of F.N.B., by telephone and inquired as to whether F.N.B. would be interested in participating in a potential merger exploration process with respect to a bank in F.N.B.’s footprint. Mr. Delie responded that F.N.B. had reviewed its M&A strategy with respect to various considerations, including competitive environment, geographic location and regulatory factors and, subject to a determination by the F.N.B. board that the potential bank fits within the scope of the discussed strategy, he believed that F.N.B. would be interested in participating in the potential merger exploration process.

Previously, in the fall of 2019, the F.N.B. senior management team and board of directors had begun developing a three-year strategic plan including a well-defined M&A strategy focused on potential opportunities to merge with financial institutions in F.N.B.’s existing markets in which F.N.B. could potentially realize significant operating efficiencies and minimal tangible book value dilution. Senior management of F.N.B. presented the strategic plan to the F.N.B. board on September 16, 2020.

Based on the preliminary assessment by F.N.B. senior management in the three-year strategic plan that the Maryland markets would be highly attractive markets for F.N.B. to gain greater presence, F.N.B. entered into a confidentiality and non-disclosure agreement with Howard on April 26, 2021. Between April 24, 2021 and April 27, 2021, Institutions A, B, C and D also entered into confidentiality and non-disclosure agreements with Howard. Each confidentiality and non-disclosure agreement contained non-solicitation, no-hire provisions in favor of Howard, and did not include a standstill provision that would obligate such party to refrain from pursuing actions related to acquisition of control of Howard. Following execution of a confidentiality and non-disclosure agreement, each party received presentation materials and access to a virtual data room containing preliminary due diligence information with respect to Howard and were informed that they would be provided access to members of Howard senior management to engage in preliminary due diligence discussions. The parties were instructed to submit initial indications of interest by May 17, 2021.

Following execution of a confidentiality and non-disclosure agreement and prior to the submission of initial indications of interest, the financial institutions participating in the merger exploration process, excluding Institution D, engaged in preliminary due diligence discussions with members of Howard management.

On April 27, 2021, Institution D informed KBW that it was withdrawing from the merger exploration process for reasons not specifically related to Howard. On May 10, 2021, Institution C also informed KBW that it was withdrawing from the merger exploration process due to current strategic priorities at Institution C.

On April 28, 2021, the Howard board of directors held a meeting, which was attended by members of Howard senior management. Ms. Scully discussed the merger partner exploration process, status and next steps, including the anticipated receipt of initial indications of interest and the review thereof, with the board.

On May 17, 2021, F.N.B., Institution A and Institution B provided initial, non-binding indications of interest with respect to a merger with Howard.

On May 20, 2021, the Howard strategic growth initiatives committee held a meeting also attended by members of Howard senior management and representatives of KBW. The KBW representatives reviewed and discussed with the committee the three initial, non-binding indications of interest that had been received. Each of the three indications of interest reflected, based on May 17, 2021 stock prices, proposed merger consideration per Howard share of common stock in excess of Howard’s May 17, 2021 stock price of $16.93.

F.N.B.’s indication of interest proposed a value per Howard share of common stock of $22.50 to $24.00, which represented estimated aggregate merger consideration in a range of $423 million to $451 million, and which represented an implied exchange ratio of 1.652 to 1.762 shares of F.N.B. common stock for each share of

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common stock of Howard based on F.N.B.’s May 17, 2021 stock price. F.N.B.’s indication of interest proposed consideration consisting of 100% stock at a fixed exchange ratio to be determined based upon a 10-day volume-weighted average price for F.N.B. shares prior to announcement. F.N.B.’s indication of interest did not propose to add any Howard directors to the F.N.B. board of directors, but indicated that Ms. Scully would serve as Chair of a non-fiduciary F.N.B. regional advisory board, that an undesignated Howard director would serve as Vice Chair of such regional advisory board and that F.N.B. would discuss continuing roles for certain members of the Howard management team.

Institution A’s indication of interest proposed a fixed exchange ratio, within a specified range, with merger consideration consisting of 80% stock and 20% cash, which represented an implied value per Howard share of common stock of $20.46 to $21.35 and an estimated implied aggregate merger consideration in a range of $384 million to $401 million, both based on Institution A’s May 17, 2021 stock price. Institution A indicated that it would add one undesignated Howard director to Institution A’s board of directors and would discuss continuing roles for certain members of the Howard management team.

Institution B’s indication of interest proposed merger consideration of 100% stock at a fixed exchange ratio, with a value per Howard share of common stock of $19.40 which represented estimated implied aggregate merger consideration of $383 million based on Institution B’s May 17, 2021 stock price. Institution B indicated that it would add Ms. Scully to Institution B’s board of directors and that she would serve as Vice Chair for Maryland and Washington, D.C. Institution B indicated that it expected to retain members of Howard senior management, with Mr. Kunisch serving in a senior market role, that Institution B would negotiate an employment agreement with Mr. Kunisch prior to entering into a definitive merger agreement, and that certain key commercial bankers would be required to enter into employment agreements as a condition to closing.

Following discussion among members of the strategic growth initiatives committee, and with representatives of KBW and members of Howard senior management, the committee instructed KBW and management to invite each of F.N.B., Institution A and Institution B to continue to participate in the process by performing additional due diligence, engaging in additional discussions with Howard management, and providing a final indication of interest and mark-up of a draft merger agreement on June 21, 2021.

On May 26, 2021, the Howard board of directors held a meeting also attended by members of Howard management and representatives of KBW and Howard’s outside legal counsel, Nelson Mullins Riley & Scarborough, LLP (“Nelson Mullins”). The KBW representatives reviewed and discussed with the board the merger partner exploration process and the terms of the three indications of interest that had been received. The Howard board of directors discussed the indications of interest with both the KBW representatives and Howard management. The KBW representatives and members of management reviewed the planned process as instructed by the Howard strategic growth initiatives committee for moving forward with each of the three bidders through additional due diligence and management meetings and submission of final round revised indications of interest (along with a mark-up of a draft merger agreement to be prepared by Nelson Mullins) by June 21, 2021. Ms. Scully also informed the board that she had been contacted by an investment bank to discuss possible benefits of a merger with a similarly sized financial institution (“Institution E”). A representative of Nelson Mullins reviewed and discussed with the Howard board of directors the fiduciary duties of the Howard directors in connection with considering a business combination transaction.

After this meeting and prior to the submission of final round indications of interest, Howard made additional due diligence material available to F.N.B., Institution A and Institution B through a virtual data room and Howard management engaged in additional due diligence discussions with each institution.

On June 8, 2021, the Howard strategic growth initiatives committee held a meeting also attended by members of Howard management and representatives of KBW and Nelson Mullins. At this meeting, Howard management updated the committee regarding ongoing due diligence being performed by F.N.B., Institution A and Institution B. Ms. Scully also advised the committee that Institution E had contacted Ms. Scully on May 26,

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2021 to express a general interest in learning more about Howard, with a view toward potentially exploring a merger of equals combination. In response to this inquiry, on June 2, 2021, Ms. Scully had dinner with Institution E’s chief executive officer, and they discussed, in general terms, their respective companies and banking industry trends and developments. The KBW representatives reviewed publicly available information with the committee regarding Institution E, including its lines of business, profitability and asset quality metrics, and loan and deposit composition on a standalone and pro forma basis. The Howard strategic growth initiatives committee discussed with the KBW representatives and Howard management potential advantages and disadvantages associated with pursuing a merger with Institution E. Members of the committee discussed concerns regarding, among other factors, Institution E’s business and strategic fit with Howard, ability to successfully diligence, negotiate and integrate a merger of equals combination with Howard, and regulatory risks and stock price sustainability, as well as the likelihood of low-premium or no-premium merger consideration in a merger of equals combination. Based on these discussions, the Howard strategic growth initiatives committee viewed a combination with Institution E as having high execution risks and as being unlikely to provide a better alternative for Howard stockholders than a combination with F.N.B., Institution A or Institution B. However, in view of, among other considerations, the possibility that F.N.B., Institution A and Institution B could withdraw from the merger exploration process or submit unattractive final indications of interests, and after further discussion with members of Howard’s management and KBW, including discussion regarding Howard management’s capacity to appropriately manage business operations and continue exploring a potential merger with parties that were already engaged in the upstream merger partner exploration process in parallel with further discussion with Institution E, the committee authorized Howard management, subject to execution of a confidentiality and non-disclosure agreement, to continue to have exploratory discussions with Institution E.

Also, at this meeting, Nelson Mullins discussed with the Howard strategic initiatives committee key terms of a draft merger agreement to be presented to F.N.B., Institution A and Institution B. The draft merger agreement was provided to such institutions on June 10, 2021.

Howard and Institution E entered into a confidentiality and nondisclosure agreement on June 11, 2021. Institution E advised Howard that Institution E was currently interested in additional general business and financial discussions but that it would be premature for the parties to engage in data room due diligence. The confidentiality and non-disclosure agreement contained a non-solicitation, no-hire provision in favor of each party that, at the request of Institution E, would not become effective unless the parties mutually agreed in writing that discussions were progressing and confidential information regarding employees was shared. The confidentiality and non-disclosure agreement also contained a mutual one-year standstill provision that obligated each party to refrain from pursuing various actions that relate to an acquisition of securities, assets or control of the other party, unless requested to do so by the other party. Such prohibited actions included acquiring securities, making or proposing a tender offer involving securities and soliciting proxies to vote securities of the other party. The confidentiality and non-solicitation agreement did not prohibit either party from requesting a waiver of the standstill provision. Neither party has requested or provided any such waiver.

On June 20, 2021, Institution B informed KBW that it was withdrawing from the process because it did not believe that its stock price would enable it to be competitive in the final round bidding process.

On June 21, 2021, Ms. Scully met with members of management of Institution E and further discussed certain financial and strategic information regarding their respective companies. Neither Institution E nor Howard requested or made any proposal with respect to potential terms of any potential business combination between the parties, and, following the conclusion of the meeting, both parties agreed that discussions should not resume until there was more clarity regarding each party’s financial performance and strategic objectives. There were no further meetings between Howard and Institution E.

On June 21, 2021, F.N.B. and Institution A submitted final round non-binding indications of interest as well as comments to the draft merger agreement.

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On June 22, 2021, the Howard strategic growth initiatives committee held a meeting, which was attended by members of Howard senior management and representatives of KBW and Nelson Mullins. The KBW representatives reviewed and discussed with the committee the two final round indications of interest that had been received.

F.N.B.’s final round indication of interest proposed merger consideration of 100% stock at a fixed exchange ratio of 1.8 shares of F.N.B. common stock for each share of common stock of Howard, which represented a value of $22.19 per share of Howard common stock, and implied aggregate merger consideration of $417 million, based on F.N.B.’s June 21, 2021 stock price of $12.33. F.N.B.’s indication of interest stated that if F.N.B.’s stock price exceeded $13.33 on the date of the signing of a definitive merger agreement, that the exchange ratio would be adjusted downward, such that the exchange ratio would imply a value of $24.00 per share of Howard common stock based on F.N.B.’s stock price on the date of the signing of a definitive merger agreement (the exchange ratio would be fixed at such ratio in the definitive merger agreement, and not further adjusted). F.N.B. indicated that it would discuss continuing roles for certain members of the Howard management team, including a senior executive role for Mr. Kunisch and a senior credit officer role for Howard’s senior credit officer.    

Institution A’s final round indication of interest proposed a fixed exchange ratio, with merger consideration of 80% stock and 20% cash with an implied value of $20.16 per share of Howard common stock, and implied aggregate merger consideration of $379 million, based on Institution A’s June 21, 2021 stock price. Institution A indicated that it would add Ms. Scully to Institution A’s board of directors and would discuss continuing roles for certain members of the Howard management team. Institution A’s indication of interest requested an exclusivity period through July 21, 2021.

The KBW representatives observed that each of F.N.B. and Institution A had increased their proposed exchange ratios above those reflected in their respective initial indications of interest. The KBW representatives observed that the F.N.B. proposal represented a 32% premium to Howard’s stock price, as compared to a 20% premium represented by Institution A proposal, based on June 21, 2021 stock prices. Ms. Scully provided an update to the strategic growth initiatives committee with respect to discussions with Institution E. The committee discussed, among other considerations, concerns previously noted by the committee with respect to Institution E and the delay, uncertainties and potential risks associated with pursuing a potential merger with Institution E. Nelson Mullins discussed the detailed comments to the draft merger agreement provided by Institution A and the primarily general comments to, and notation of certain items to be discussed in, the draft merger agreement provided by F.N.B. After further discussion and consideration of, among other matters, the F.N.B. and Institution A proposals, the alternative of remaining independent and the possibility of exploring other potential strategic alternatives, the Howard strategic growth initiatives committee unanimously agreed that it was in the best interest of Howard and its stockholders for Howard to proceed with negotiating a merger agreement with F.N.B. that could be presented to the board for its consideration.

On June 23, 2021, the Howard board of directors held a meeting attended by members of Howard senior management and representatives of KBW and Nelson Mullins. The KBW representatives reviewed and discussed with the board the merger partner exploration process and the two final round indications of interest that had been received. The Howard board of directors discussed the indications of interest with both representatives of KBW and Howard management. Ms. Scully reviewed with the board Howard’s discussions with Institution E, and the board discussed, among other considerations, concerns noted by the strategic growth initiatives committee with respect to Institution E and the delay, uncertainties and potential risks associated with pursuing a potential merger with Institution E. In addition, the Howard board of directors discussed the business model, cultures and local community presence of both F.N.B. and Institution A. Nelson Mullins discussed with the board the comments to the draft merger agreement provided by each of F.N.B. and Institution A. After further discussion and consideration of the final round indications of interest, the alternative of remaining independent and the possibility of exploring other potential strategic alternatives, the board resolved that it was in the best interest of Howard and its stockholders for Howard to proceed with negotiating a potential merger agreement

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with F.N.B. The Howard board discussed with Nelson Mullins that F.N.B. may seek an exclusivity period in connection with negotiation of a draft definitive merger agreement, and the board authorized Howard to enter into an exclusivity agreement with F.N.B. with a short exclusivity period. The board directed Howard management to continue working with KBW and Nelson Mullins, and subject to directions provided by the strategic growth initiatives committee, to perform reverse due diligence on F.N.B., facilitate the completion of F.N.B.’s confirmatory due diligence, and negotiate the terms of a definitive merger agreement that could be presented to the board for consideration.

On June 24, 2021, F.N.B. requested that Howard agree to an exclusivity period, and on June 28, 2021, Howard entered into an exclusivity agreement with F.N.B. through July 19, 2021.

On June 24, 2021, Howard submitted a reverse due diligence request to F.N.B. Beginning on June 27, 2021, F.N.B. responded to Howard’s reverse due diligence requests by providing documents which were reviewed. On June 30, 2021, members of senior management of Howard held a series of reverse due diligence meetings to discuss credit, general, regulatory, legal, risk and compliance matters with members of management of F.N.B. Representatives of KBW also attended these meetings. Also, on June 30, 2021, F.N.B.’s outside legal counsel, Reed Smith LLP (“Reed Smith”), delivered to Nelson Mullins a draft merger agreement based on a final, fully-negotiated merger agreement utilized by F.N.B. in a prior acquisition, in an effort to facilitate efficient negotiation of the terms of a potential definitive merger agreement.

From July 5, 2021 to July 12, 2021, the parties completed due diligence (including reverse due diligence by Howard) and negotiated the terms of a potential definitive merger agreement, including, among other things, the (i) addition of a “walkaway right” which provides Howard the right to terminate the merger agreement without penalty if, immediately prior to the closing of the merger, the value of F.N.B. common stock underperforms the value of its common stock at the signing of the merger agreement and the magnitude of the underperformance is greater than the decline in value over the same time period of a market index comprised of bank holding company stocks; (ii) narrowing of negative covenants to which Howard is subject between the signing of the merger agreement and closing; and (iii) creation of a retention bonus pool for certain non-executive employees of Howard. During this period, senior management of F.N.B. also discussed with Ms. Scully, Mr. Kunisch and certain other members of Howard senior management potential roles and responsibilities of Howard senior management following a merger with F.N.B., and F.N.B. requested that Howard’s directors and certain Howard stockholders enter into stockholder voting agreements concurrently with F.N.B. entering into a merger agreement with Howard.

On July 8, 2021, the Howard strategic growth initiatives committee held a meeting, which was also attended by members of Howard senior management and representatives of KBW and Nelson Mullins. Ms. Scully advised the committee that she had declined F.N.B.’s proposal that she serve as a non-employee, F.N.B. regional advisory board chair, in part based on the limited nature of the responsibilities of the position. Mr. Kunisch discussed with the committee that he had declined an F.N.B. proposal that he serve in a continuing management role with F.N.B. after a merger with Howard due to the nature and fit of the proposed role. The representatives of KBW reviewed and discussed with the committee the stock price trends and implied data based on recent Howard and F.N.B. stock prices. Howard management discussed the results of reverse due diligence on F.N.B. Nelson Mullins reviewed and discussed with the committee the merger agreement negotiation process, terms and status, based on the most recent draft of the merger agreement delivered by F.N.B.’s counsel on July 7, 2021, as well as the stockholder voting agreement that F.N.B. had requested all directors and certain stockholders enter into concurrently with F.N.B. entering into a merger agreement with Howard.

On July 11, 2021, the Howard strategic growth initiatives committee held a meeting, which was also attended by members of Howard management and representatives of KBW and Nelson Mullins. Nelson Mullins reviewed and discussed with the committee the terms of the proposed merger agreement.

On July 12, 2021, Howard’s board of directors held a meeting, which was also attended by members of Howard management and representatives of KBW and Nelson Mullins. The Howard board discussed

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considerations that had led to the potential merger exploration process and Howard’s strategic alternatives. Members of Howard senior management discussed with the board the reverse due diligence that had been conducted with respect to F.N.B. and the results of the due diligence review. KBW then reviewed with the Howard board the financial aspects of the proposed transaction and rendered to the Howard board an opinion, which was rendered verbally and confirmed by delivery of a written opinion dated July 12, 2021 and attached to this proxy statement/prospectus as Appendix D, to the effect that, as of that date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW as set forth in such opinion, the exchange ratio of 1.8 shares of F.N.B. common stock for one share of Howard common stock in the proposed merger was fair, from a financial point of view, to holders of Howard common stock.

Representatives of Nelson Mullins then discussed with the Howard board of directors proposed amendments to Howard’s bylaws, which would address certain matters related to the conduct, adjournment and postponement of stockholder’s meetings, would provide that the Maryland control share acquisition act will not apply to any acquisition by any person of shares of Howard’s stock (including any acquisition pursuant to, or otherwise arising out of or in connection with, the proposed merger agreement), and would require that certain types of legal actions, including certain actions brought against Howard or its directors or officers, be brought in certain courts in Maryland. The Howard board of directors approved the bylaw amendments.

Representatives of Nelson Mullins discussed with the Howard board of directors the fiduciary duties of directors in connection with considering the proposed merger agreement. Representatives of Nelson Mullins discussed with the board the material terms of the merger agreement and responded to questions.

Following further discussion and after taking into consideration the matters discussed during the meeting and in prior meetings of the Howard board of directors, including consideration of the factors described below under “—Recommendation of the Howard Board of Directors and Reasons for the Merger,” the Howard board of directors determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, were fair to and in the best interests of Howard and its stockholders, approved the merger agreement and the transactions contemplated by the merger agreement, including the merger, and resolved to recommend that Howard’s stockholders approve the merger agreement and merger.

On July 12, 2021, Howard and F.N.B. executed and delivered the merger agreement, and F.N.B. and the directors and certain stockholders of Howard executed and delivered the voting agreements. On the morning of July 13, 2021, F.N.B. and Howard issued a joint press release publicly announcing their entry into the merger agreement.

Recommendation of the Howard Board of Directors and Reasons for the Merger

In reaching its decision to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement, and to recommend that Howard’s stockholders approve the merger agreement and merger, the Howard board of directors considered, in consultation with outside financial and legal advisors and Howard senior management and after review of various financial data and due diligence information, whether to remain independent or to pursue other strategic alternatives. After such consideration of Howard’s future prospects as an independent company and its strategic alternatives, the Howard board of directors concluded that the proposed merger with F.N.B. was in the best interests of Howard and its stockholders. In evaluating and reaching its decision to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement, and to recommend that Howard stockholders approve the merger agreement and merger, Howard’s board of directors considered a number of factors, including the following, which are not intended to be exhaustive and are not presented in any relative order of importance:     

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In addition, the Howard board of directors was aware of and considered the fact that some of Howard’s directors and executive officers may have other interests in the merger that may be different from, or in addition to, their interests as Howard stockholders, as more fully described under “ —Interests of Howard’s Directors and Executive Officers in the Merger”. The board of directors also realized that there can be no assurance about future results, including results expected or considered in the factors listed above.

In reaching its conclusion, the Howard board of directors did not find it practical to assign, and did not assign, any relative or specific weight to the different factors that were considered, and individual members of the board of directors may have given different weight to different factors. The Howard board of directors considered all these factors as a whole, and overall considered the factors to be favorable to, and to support, its determination.

The foregoing discussion of the information and factors considered by the Howard board of directors is forward-looking in nature. This information should be read in light of the factors described under the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 27.

The Howard board of directors unanimously approved the merger agreement, the merger and the other transactions contemplated by the merger agreement and recommends that you vote “FOR” the merger proposal.

Opinion of Howard’s Financial Advisor in Connection with the Merger

Howard engaged KBW to render financial advisory and investment banking services to Howard, including an opinion to the Howard board of directors as to the fairness, from a financial point of view, to the common stockholders of Howard of the exchange ratio in the proposed merger. Howard selected KBW because KBW is a nationally recognized investment banking firm with substantial experience in transactions similar to the merger and is familiar with Howard and its business. As part of its investment banking business, KBW is continually engaged in the valuation of financial services businesses and their securities in connection with mergers and acquisitions.

As part of its engagement, representatives of KBW attended the meeting of the Howard board of directors held on July 12, 2021, at which the Howard board of directors evaluated the proposed merger. At this meeting, KBW reviewed the financial aspects of the proposed merger and rendered to the Howard board an opinion, initially rendered verbally and confirmed in a written opinion dated July 12, 2021, to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW as set forth in its opinion, the exchange ratio in the proposed merger was fair, from a financial point of view, to the holders of Howard common stock. The Howard board of directors approved the merger agreement at this meeting.

The description of the opinion set forth herein is qualified in its entirety by reference to the full text of the opinion, which is attached as Appendix D to this proxy statement/prospectus and is incorporated herein by reference, and describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion.

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KBW’s opinion speaks only as of the date of the opinion. The opinion was for the information of, and was directed to, the Howard board of directors (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion addressed only the fairness, from a financial point of view, of the exchange ratio in the merger to the holders of Howard common stock. It did not address the underlying business decision of Howard to engage in the merger or enter into the merger agreement or constitute a recommendation to the Howard board of directors in connection with the merger, and it does not constitute a recommendation to any holder of Howard common stock or any stockholder of any other entity as to how to vote in connection with the merger or any other matter, nor does it constitute a recommendation regarding whether or not any such stockholder should enter into a voting, stockholders’ or affiliates’ agreement with respect to the merger.

KBW’s opinion was reviewed and approved by KBW’s Fairness Opinion Committee in conformity with its policies and procedures established under the requirements of Rule 5150 of the Financial Industry Regulatory Authority.

In connection with the opinion, KBW reviewed, analyzed and relied upon material bearing upon the financial and operating condition of Howard and F.N.B. and bearing upon the merger, including, among other things:

KBW’s consideration of financial information and other factors that it deemed appropriate under the circumstances or relevant to its analyses included, among others, the following:

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KBW also performed such other studies and analyses as it considered appropriate and took into account its assessment of general economic, market and financial conditions and its experience in other transactions, as well as its experience in securities valuation and knowledge of the banking industry generally. KBW also participated in discussions held by the managements of Howard and F.N.B. regarding the past and current business operations, regulatory relations, financial condition and future prospects of their respective companies and such other matters as KBW deemed relevant to its inquiry. In addition, KBW considered the results of the efforts undertaken by Howard, with KBW’s assistance, to solicit indications of interest from third parties regarding a potential transaction with Howard.

In conducting its review and arriving at its opinion, KBW relied upon and assumed the accuracy and completeness of all of the financial and other information that was provided to or discussed with it or that was publicly available and KBW did not independently verify the accuracy or completeness of any such information or assume any responsibility or liability for such verification, accuracy or completeness. KBW relied upon the management of Howard as to the reasonableness and achievability of the financial and operating forecasts and projections of Howard referred to above (and the assumptions and bases therefor), and KBW assumed that such forecasts and projections were reasonably prepared and represented the best currently available estimates and judgments of such management and that such forecasts and projections would be realized in the amounts and in the time periods estimated by such management. KBW further relied, with the consent of Howard, upon F.N.B. management as to the reasonableness and achievability of the publicly available consensus “street estimates” of F.N.B., the assumed long-term F.N.B. growth rates, and the estimates regarding certain pro forma financial effects of the merger on F.N.B. (including, without limitation, the cost savings and related expenses expected to result or be derived from the merger), all as referred to above (and the assumptions and bases for all such information), and KBW assumed that all such information was reasonably prepared and represented, or in the case of the F.N.B. “street estimates” referred to above that such estimates were consistent with, the best currently available estimates and judgments of F.N.B. management and that the forecasts, projections and estimates reflected in such information would be realized in the amounts and in the time periods estimated.

The portion of the foregoing financial information of Howard and F.N.B. that was provided to KBW was not prepared with the expectation of public disclosure and all of the foregoing financial information, including the publicly available consensus “street estimates” of F.N.B. referred to above, was based on numerous variables and assumptions that are inherently uncertain (including, without limitation, factors related to general economic and competitive conditions and, in particular, assumptions regarding the ongoing COVID-19 pandemic) and, accordingly, actual results could vary significantly from those set forth in such information. KBW assumed, based on discussions with the respective managements of Howard and F.N.B. and with the consent of the Howard board of directors, that all such information provided a reasonable basis upon which KBW could form its opinion and KBW expressed no view as to any such information or the assumptions or bases therefor. Among other things, such information assumed that the ongoing COVID-19 pandemic could have an adverse impact on Howard and F.N.B. KBW relied on all such information without independent verification or analysis and did not in any respect assume any responsibility or liability for the accuracy or completeness thereof.

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KBW also assumed that there were no material changes in the assets, liabilities, financial condition, results of operations, business or prospects of either Howard or F.N.B. since the date of the last financial statements of each such entity that were made available to KBW. KBW is not an expert in the independent verification of the adequacy of allowances for loan and lease losses and KBW assumed, without independent verification and with Howard’s consent, that the aggregate allowances for loan and lease losses for each of Howard and F.N.B. are adequate to cover such losses. In rendering its opinion, KBW did not make or obtain any evaluations or appraisals or physical inspection of the property, assets or liabilities (contingent or otherwise) of Howard or F.N.B., the collateral securing any of such assets or liabilities, or the collectability of any such assets, nor did KBW examine any individual loan or credit files, nor did it evaluate the solvency, financial capability or fair value of Howard or F.N.B. under any state or federal laws, including those relating to bankruptcy, insolvency or other matters. Estimates of values of companies and assets do not purport to be appraisals or necessarily reflect the prices at which companies or assets may actually be sold. Such estimates are inherently subject to uncertainty and should not be taken as KBW’s view of the actual value of any companies or assets.

KBW assumed, in all respects material to its analyses:

KBW assumed that the merger would be consummated in a manner that complies with the applicable provisions of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and all other applicable federal and state statutes, rules and regulations. KBW was further advised by representatives of Howard that Howard relied upon advice from its advisors (other than KBW) or other appropriate sources as to all legal, financial reporting, tax, accounting and regulatory matters with respect to Howard, F.N.B., the merger and any related transaction and the merger agreement. KBW did not provide advice with respect to any such matters.

KBW’s opinion addressed only the fairness, from a financial point of view, as of the date of the opinion, of the exchange ratio in the merger to the holders of Howard common stock. KBW expressed no view or opinion as to any other terms or aspects of the merger or any term or aspect of any related transaction (including the bank merger), including without limitation, the form or structure of the merger or any such related transaction, any consequences of the merger or any such related transaction to Howard, its stockholders, creditors or otherwise, or any terms, aspects, merits or implications of any employment, consulting, voting, support, stockholder or other agreements, arrangements or understandings contemplated or entered into in connection with the merger or otherwise. KBW’s opinion was necessarily based upon conditions as they existed and could be evaluated on the

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date of such opinion and the information made available to KBW through the date of such opinion. There has been widespread disruption, extraordinary uncertainty and unusual volatility arising from the effects of the COVID-19 pandemic, including the effect of evolving governmental interventions and non-interventions. Developments subsequent to the date of KBW’s opinion may have affected, and may affect, the conclusion reached in KBW’s opinion and KBW did not and does not have an obligation to update, revise or reaffirm its opinion. KBW’s opinion did not address, and KBW expressed no view or opinion with respect to:

In performing its analyses, KBW made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, which are beyond the control of KBW, Howard and F.N.B. Any estimates contained in the analyses performed by KBW are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by these analyses. Additionally, estimates of the value of businesses or securities do not purport to be appraisals or to reflect the prices at which such businesses or securities might actually be sold. Accordingly, these analyses and estimates are inherently subject to substantial uncertainty. In addition, KBW’s opinion was among several factors taken into consideration by the Howard board of directors in making its determination to approve the merger agreement and the merger. Consequently, the analyses described below should not be viewed as determinative of the decision of the Howard board of directors with respect to the fairness of the exchange ratio. The type and amount of consideration payable in the merger were determined through negotiation between Howard and F.N.B. and the decision of Howard to enter into the merger agreement was solely that of the Howard board of directors.

The following is a summary of the material financial analyses presented by KBW to the Howard board of directors in connection with its opinion. The summary is not a complete description of the financial analyses underlying the opinion or the presentation made by KBW to the Howard board of directors, but summarizes the material analyses performed and presented in connection with such opinion. The financial analyses summarized

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below include information presented in tabular format. The tables alone do not constitute a complete description of the financial analyses. The preparation of a fairness opinion is a complex analytic process involving various determinations as to appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. In arriving at its opinion, KBW did not attribute any particular weight to any analysis or factor that it considered, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, KBW believes that its analyses and the summary of its analyses must be considered as a whole and that selecting portions of its analyses and factors or focusing on the information presented below in tabular format, without considering all analyses and factors or the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the process underlying its analyses and opinion.

For purposes of the financial analyses described below, KBW utilized an implied transaction value for the merger of $21.83 per outstanding share of Howard common stock, or approximately $415.0 million in the aggregate (inclusive of the implied value of in-the-money Howard stock options), based on the 1.8x exchange ratio in the proposed merger and the closing price of F.N.B. common stock on July 9, 2021. In addition to the financial analyses described below, KBW reviewed with the Howard board of directors for informational purposes, among other things, implied transaction multiples for the proposed merger (based on the implied transaction value for the merger of $21.83 per outstanding share of Howard common stock) of 17.9x Howard’s estimated calendar year 2021 earnings per share (“EPS”) using financial and operating forecasts and projections of Howard provided by Howard management and 18.1x Howard’s estimated calendar year 2021 EPS using publicly available consensus “street estimates” of Howard.

Howard Selected Companies Analysis. Using publicly available information, KBW compared the financial performance, financial condition and market performance of Howard to 21 selected major exchange-traded banks headquartered in New Jersey, Pennsylvania, Maryland, Delaware, West Virginia and Virginia with total assets between $2.0 billion and $3.5 billion.

The selected companies were as follows (shown in descending order of total assets):

Mid Penn Bancorp, Inc.

Primis Financial Corp.

Summit Financial Group, Inc.

Blue Ridge Bankshares, Inc.

First Community Bankshares, Inc.

American National Bankshares Inc.

Peoples Financial Services Corp.

Orrstown Financial Services, Inc.

BCB Bancorp, Inc.

ACNB Corporation

MVB Financial Corp.

First Bank

Citizens & Northern Corporation

Codorus Valley Bancorp, Inc.

C&F Financial Corporation

The Community Financial Corporation

Parke Bancorp, Inc.

Capital Bancorp, Inc.

Shore Bancshares, Inc.

Norwood Financial Corp.

Unity Bancorp, Inc.

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To perform this analysis, KBW used profitability and other financial information for the latest 12 months (“LTM”) or the most recent completed quarter (“MRQ”) (or, in the case of dividend yield, most recent completed fiscal quarter annualized) available or as of the end of such periods and market price information as of July 9, 2021. KBW also used 2021 and 2022 EPS estimates taken from publicly available consensus “street estimates” for Howard and the selected companies to the extent publicly available (consensus “street” estimates were not publicly available for seven of the selected companies). In addition, KBW used 2021 and 2022 EPS estimates of Howard taken from financial and operating forecasts and projections of Howard provided by Howard management. Where consolidated holding company level financial data for the selected companies was unreported, subsidiary bank level data was utilized to calculate ratios. Subsidiary bank level data necessary to calculate Total Capital Ratio was also unreported for two of the selected companies. Certain financial data prepared by KBW, and as referenced in the tables presented below, may not correspond to the data presented in Howard’s historical financial statements as a result of the different periods, assumptions and methods used by KBW to compute the financial data presented.

KBW’s analysis showed the following concerning the financial performance of Howard and the selected companies: