ITEM 8.01. OTHER EVENTS

On January 22, 2022, pursuant to the terms and conditions of the Agreement and Plan of Merger dated as of July 12, 2021 between F.N.B. Corporation ("F.N.B.") and Howard Bancorp, Inc. ("Howard"), F.N.B. completed its acquisition of Howard through the merger of Howard with and into F.N.B., with F.N.B. being the surviving corporation (the "Merger"). Howard is the holding company for Howard Bank, a Maryland banking institution. On or about February 5, 2022, Howard Bank will merge with and into First National Bank of Pennsylvania, the principal subsidiary of F.N.B., with First National Bank of Pennsylvania continuing as the surviving bank.

Pursuant to the Agreement and Plan of Merger, at the effective time of the Merger, each outstanding share of Howard common stock (excluding certain shares held by F.N.B., Howard and their respective subsidiaries) was converted into the right to receive 1.8 shares of the common stock of F.N.B., with cash paid in lieu of fractional shares. Additionally, each outstanding option to purchase shares of Howard common stock pursuant to Howard's 2013 Equity Incentive compensation plan was converted into an option to purchase a number of shares of F.N.B. common stock equal to the number of shares of Howard common stock underlying the option immediately prior to the Merger multiplied by 1.8 (rounded down to the nearest whole share), at an exercise price equal to the exercise price in effect immediately before the Merger, divided by 1.8 (rounded up to the nearest whole cent), and each outstanding restricted stock unit under such plan was converted into a restricted stock unit of F.N.B. common stock equal to the number of shares of Howard common stock subject to the restricted stock unit immediately prior to the Merger multiplied by 1.8 (rounded down to the nearest whole share).

The foregoing description of the Agreement and Plan of Merger and the Merger does not purport to be complete and is qualified in its entirety by reference to the Agreement and Plan of Merger, which is incorporated herein by reference to Exhibit 2.1 filed with this report.

On January 24, 2022, F.N.B. issued a press release announcing the closing of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS




(d) Exhibits:



Exhibit
Number                                    Description

2.1            Agreement and Plan of Merger between F.N.B. Corporation and Howard
             Bancorp, Inc. dated July 12, 2021 (incorporated by reference to
             Exhibit 2.1 to the Current Report on Form 8-K of F.N.B. Corporation
             filed with the U.S. Securities and Exchange Commission on July 13,
             2021).*

99.1           Press release dated January 24, 2022.

104          Cover Page Interactive Data File (the cover page XBRL tags are
             embedded within the Inline XBRL document).

* Schedules and similar attachments have been omitted pursuant to Item 601(b)(2)

of Regulation S-K. The registrant will furnish supplementally a copy of any

omitted schedules or similar attachment to the SEC upon request.

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