FCF Files 8-K: Other Events & Financials Noted

TL;DR

FCF filed an 8-K for other events and financials - nothing specific yet.

AI Summary

First Commonwealth Financial Corporation (FCF) filed an 8-K on December 18, 2024, reporting "Other Events" and "Financial Statements and Exhibits." The filing does not contain specific details about new events or financial figures but serves as a notification of these items being filed.

Why It Matters

This filing indicates that First Commonwealth Financial Corporation is providing updates on its operations and financial status to the SEC, which is standard practice for public companies.

Risk Assessment

Risk Level: low — The filing is a routine disclosure and does not contain information that suggests immediate risk or significant changes.

Key Numbers

• 001-11138 — SEC File Number (Identifies the company's filing with the SEC.)
• 25-1428528 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• First Commonwealth Financial Corporation (company) — Registrant
• Pennsylvania (location) — State of incorporation
• 001-11138 (other) — SEC File Number
• 25-1428528 (other) — IRS Employer Identification No.
• 601 Philadelphia Street, Indiana, PA 15701 (address) — Principal executive offices
• December 18, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $1.00 — ange on which registered Common Stock, $1.00 par value FCF New York Stock Exchange

Filing Documents

• fcf-20241218.htm (8-K) — 34KB
• fcf-ex991_20241218.htm (EX-99.1) — 16KB
• fcf-ex992investorslide.htm (EX-99.2) — 2KB
• cba.jpg (GRAPHIC) — 22KB
• fcba.jpg (GRAPHIC) — 22KB
• fcf-ex992investorslide001.jpg (GRAPHIC) — 178KB
• 0000712537-24-000127.txt ( ) — 528KB
• fcf-20241218.xsd (EX-101.SCH) — 2KB
• fcf-20241218_def.xml (EX-101.DEF) — 15KB
• fcf-20241218_lab.xml (EX-101.LAB) — 27KB
• fcf-20241218_pre.xml (EX-101.PRE) — 16KB
• fcf-20241218_htm.xml (XML) — 3KB

01. Other Events

Item 8.01. Other Events On December 18, 2024, First Commonwealth Financial Corporation, a Pennsylvania corporation (the "Company"), and CenterGroup Financial, Inc., an Ohio corporation ("CGFI") issued a joint press release ("Press Release") announcing their entry into an Agreement and Plan of Merger, pursuant to which, subject to the terms and subject to the conditions set forth therein, CGFI will merge with and into the Company (the "Merger"), with the Company as the surviving corporation in the Merger. A copy of the Press Release is attached to this Current Report as Exhibit 99.1 and is incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits Exhibits 99.1 Press Release dated December 18, 2024 99.2 Press Release Slide Deck 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT In connection with the Merger, the Company will file a registration statement on Form S4 with the Securities and Exchange Commission ("SEC"). The registration statement will include a proxy statement for CGFI, and a prospectus of the Company, that will be sent to CGFI's shareholders seeking certain approvals related to the proposed Merger. THE SHAREHOLDERS OF CGFI ARE ADVISED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The proxy statement/prospectus and other relevant materials (when they become available), and any other documents the Company has filed with the SEC, may be obtained free of charge at the SEC's website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents the Company has filed with the SEC by contacting Matthew C. Tomb, General Counsel, First Commonwealth Financial Corporation, 601 Philadelphia Street, Indiana, PA 15701, telephone: (800) 711-2265, and may obtain free copies of the proxy statement/prospectus by contacting Alyssa Zeman, Chief Financial Officer, CenterGroup Financial Inc., 744 State Route 28, Milford, OH 45150, telephone: (513) 965-8515. CGFI and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders of CGFI in connection with the proposed Merger. Information concerning such participants' ownership of CGFI common stock will be set forth in the proxy statement/prospectus relating to the Merger when they become available. The inform

Forward-looking Statements

Forward-looking Statements : This Current Report on Form 8-K contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act, relating to present or future trends or factors affecting the banking industry and, specifically, the financial operations, markets and products of the Company and CGFI. Forward-looking statements are typically identified by words such as "believe", "plan", "expect", "anticipate", "intend", "outlook", "estimate", "forecast", "will", "should", "project", "goal", and other similar words and expressions. These forward-looking statements involve certain risks and uncertainties. In addition to factors previously disclosed in Company reports filed with the SEC and those identified elsewhere in this Current Report on Form 8-K, the following factors among others, could cause actual results to differ materially from forward-looking statements or historical performance: ability to obtain regulatory approvals in a timely manner and without significant expense or other burdens; ability to meet other closing conditions to the Merger, including approval by CGFI shareholders; delay in closing the Merger; difficulties and delays in integrating the businesses of CGFI and Company or fully realizing cost savings and other benefits; business disruption following the Merger; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer acceptance of Company products and services; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize anticipated cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; and the impact, extent and timing of technological changes, c

SIGNATURES

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: December 18, 2024 FIRST COMMONWEALTH FINANCIAL CORPORATION By: /s/ James R. Reske Name: James R. Reske Title: Executive Vice President, Chief Financial Officer and Treasurer

View Full Filing

View this 8-K filing on SEC EDGAR