第一联邦金融美股招股说明书(2025-03-14版)

PROXY STATEMENT FOR THE SPECIAL MEETING OFCENTERGROUP FINANCIAL, INC. SHAREHOLDERSandPROSPECTUS OFFIRST COMMONWEALTH FINANCIAL CORPORATIONMERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT On December18, 2024, First Commonwealth Financial Corporation (“FCF”) and CenterGroup Financial, Inc. (“CFI”) entered into an Agreement and Plan of Merger (as may be amended,modified or supplemented from time to time in accordance with its terms, the “merger agreement”), pursuant to which CFI will merge with and into FCF, with FCF as the survivingcorporation, in a transaction we refer to as the “merger.” Following the completion of the merger, at a time to be determined by the FCF board of directors, CenterBank, a wholly ownedsubsidiary of CFI, will merge with and into First Commonwealth Bank, a wholly owned subsidiary of FCF, with First Commonwealth Bank as the surviving bank, in a transaction we refer toas the “bank merger.” Under the terms of the merger agreement, CFI shareholders will receive 6.10 shares, which we refer to as the “exchange ratio,” of FCF common stock for each share of CFI common stock(“CFI common stock”). Each outstanding option to acquire shares of CFI common stock will be cancelled in exchange for an amount in cash, without interest, according to a formula set forthin the merger agreement. FCF shareholders will continue to own their existing shares of FCF common stock. Although the number of shares of FCF common stock that each CFI shareholderwill receive is fixed, the market value of the merger consideration will fluctuate with the market price of FCF common stock and will not be known at the time CFI shareholders vote on themerger agreement.Based on the closing price of FCF common stock of $16.37 as of March3, 2025, the implied per share purchase price is $99.86.We urge you to obtain current marketquotations of FCF common stock (NYSE trading symbol “FCF”). We expect the merger will qualify as a “reorganization” within the meaning of Section368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). Accordingly, CFI shareholdersgenerally will not recognize any gain or loss for federal income tax purposes on the exchange of shares of CFI common stock for FCF common stock in the merger, except with respect to anycash received by holders of CFI common stock in lieu of fractional shares of FCF common stock or by holders of CFI stock options. Based on the number of shares of CFI common stock outstanding or reserved for issuance as of the date of the merger agreement, FCF expects to issue approximately three (3)million sharesof FCF common stock to CFI shareholders in the aggregate in the merger. We estimate that former CFI shareholders will own approximately 3% of the common stock of FCF following thecompletion of the merger and existing FCF shareholders will own approximately 97% of the common stock of FCF following the completion of the merger. CFI will hold a special meeting of its shareholders in connection with the merger. The special meeting of CFI is currently expected to be held at Oasis Golf Club, 902 Loveland-MiamivilleRoad, Loveland, Ohio 45140 on April 14, 2025 at 6:00 PM, Eastern Time. At the special meeting, in addition to any other necessary business, CFI will ask its shareholders to approve andadopt the merger agreement. Information about the CFI special meeting and the merger is contained in this proxy statement/prospectus. We urge you to read this proxy statement/prospectuscarefully and in its entirety. The board of directors of CFI unanimously recommends that holders of CFI common stock vote “FOR” each of the proposals to be considered at the special meeting. This document, which serves as a proxy statement for the special meeting of CFI shareholders and as a prospectus for the shares of FCF common stock to be issued in the merger toCFI shareholders, describes the special meeting of CFI shareholders, the merger, the documents related to the merger, and other related matters. You are encouraged to read thisproxy statement/prospectus carefully. In particular, you should read the “Risk Factors” section beginning on page 20 for a discussion of the risks you should consider in evaluatingthe proposed merger. You can also obtain information about FCF from documents that have been filed with the Securities and Exchange Commission that are incorporated intothis proxy statement/prospectus by reference. On behalf of the FCF and CFI, thank you for your prompt attention to this important matter. Sincerely, T. Michael PricePresident and Chief Executive OfficerFirst Commonwealth Financial Corp. Stewart M. GreenleePresident and Chief Executive OfficerCenterGroup Financial, Inc. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the merger ordetermined if this proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense. The securi