falseFIRST COMMONWEALTH FINANCIAL CORP /PA/25-14285282025FY000071253700007125372025-05-012025-05-01
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 1, 2025
First Commonwealth Financial Corporation
(Exact name of registrant as specified in its charter)
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| Pennsylvania | 001-11138 | 25-1428528 |
(State or other jurisdiction
of incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
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| 601 Philadelphia Street | |
| Indiana, | PA | 15701 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (724) 349-7220
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $1.00 par value | FCF | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On April 30, 2025, CenterGroup Financial Inc. (“CGFI”), merged with and into First Commonwealth Financial Corporation (the “Company”), with the Company continuing as the surviving entity (the “Merger”) pursuant to the Agreement and Plan of Merger, dated as of December 17, 2024 (the “Merger Agreement”), by and between the Company and CGFI. Immediately following the Merger, CenterBank, which was wholly owned by CGFI, merged with and into First Commonwealth Bank, which is wholly owned by the Company (“FCB”), with FCB continuing as the surviving entity (the “Bank Merger”).
Under the terms of the Merger Agreement, at the effective time of the Merger each share of CGFI common stock was converted into the right to receive 6.10 shares of the Company’s common stock.
On May 1, 2025, the Company issued a press release announcing the completion of the Merger, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
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| Item 9.01 | Financial Statements and Exhibits. |
Exhibits
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| 104 | The cover page from this Current Report on Form 8-K, formatted in In-line XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 1, 2025
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| FIRST COMMONWEALTH FINANCIAL CORPORATION |
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| By: | | | | /s/ James R. Reske |
| Name: | | James R. Reske |
| Title: | | Executive Vice President, Chief Financial Officer and Treasurer |